2023
Universal
Registration
Document
Includingthe Annual
Financial
Reportcontents
Introduction

2

1 • Presentation of the Group

267

Edenred, world leader in specific-purpose
payment solutions

6.1 Corporate governance

269

20

6.2 Corporate officers’ compensation

315

1.2

A Group with a 60 year history26

6.3 Information about the Company's
share capital335

1.3 A global player operating
in promising markets

29

1.4 Strategy and 2024 outlook

33

1.5 Highlights in 2023

37

1.6 Regulatory environment

40

Contractual relationships

Information on capital

7 • and shareholders

AFR

345

42

7.1

1.8 Intellectual property

43

7.2 Ownership structure347

1.9 Real estate43

7.3 Dividends354

7.4 Market for Edenred securities355

2 • Financial review
2.1

45

AFR

Consolidated results

3 • Financial statements

AFR

55

63

3.1 Statutory Auditors’ report on the
consolidated financial statements

64

3.2 Consolidated financial statements

69

3.3 Statutory Auditors’ reporton the financial statements

136

3.4 Parent company financial statements
and notes

140

Risk factors• and management

The Company

346

7.5 Investor relations and documents available
to the public

357

7.6 Becoming an Edenred shareholder

359

46

2.2 Results of operations for the Edenred
parent company

AFR

171

8 • General Meeting361

8.1 Agenda

363

8.2 Presentation of the proposed resolutions
to the General Meeting364

8.3 Resolutions of the General Meeting372

8.4 Statutory Auditors’ special reports

387

9 • Additional information

393

9.1 Persons responsible for the Universal
Registration Document and the auditof the accounts AFR

394

9.2 Fees paid to the Statutory Auditors

394

9.3 Information on holdings

394

4.1 Risks and measures to manage the risks

172

9.4 Third-party information

394

4.2 Legal and arbitration proceedings

183

9.5 Information incorporated by reference395

4.3 Transferred risks

184

9.6 Regulatory filings

395

185

9.7 Universal Registration Document
cross-reference table

396

4.4 Internal control and risk management
procedures

5

19

1.1

1.7

4

Board of Directors’ report6 • on corporate governanceNon-financial performance
NFPS• statement
AFR

193

5.1 Sustainable development strategy

194

5.2 Improve quality of life204

5.3 Protecting the environment and combatingclimate change

221

5.4 Creating value responsibly

232

5.5 Monitoring key performance indicators

248

5.6 Taxonomy note251

5.7 Notes on methodology

257

5.8 GRI and SASB cross-reference table259

5.9 CSR independent third-party entity report262

9.8 Annual Financial Reportcross-reference table

401

9.9 Management Report cross-reference table402

9.10 Cross-reference table for the registry office406

9.11 Financial and operational glossary

407

The information required in the Annual Financial Report is
identified in the table of contents by the AFR pictogram.
The information required in the Non-Financial
Performance Statement is identified in the table of contents
by the NFPS pictogram.

INCLUDING THE ANNUAL
FINANCIAL REPORTThe Annual Financial Report
is a reproduction of the official
version of the Annual Financial
Report, which was preparedin European Single Electronic
Format (ESEF) and is available
on the Edenred website,www.edenred.com

2023

UNIVERSALREGISTRATIONDOCUMENT

This is a translation
into English of the Annual
Financial Report/Universal
Registration Documentof the Company issued
in French and it is available
on the website of the issuer,www.edenred.com

The original version of this Universal Registration Document in French was filed on March 22, 2024 with the French
financial markets authority (Autorité des marchés financiers – AMF) as competent authority under Regulation (EU)2017/1129 without prior approval pursuant to Article 9 of said Regulation. The English version of the Universal
Registration Document has been prepared for the convenience of English-speaking readers, and is a free translationof the original French. It is intended for general information only and in the event of discrepancies, the French
original shall prevail.
The Universal Registration Document may be used for the purposes of an offer to the public of securities oradmission of securities to trading on a regulated market if approved by the AMF, together with any amendments,
if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129. The
English version of the Universal Registration Document has been prepared for the convenience of English-speaking
readers, and is a free translation of the original French. It is intended for general information only and in the eventof discrepancies, the French original shall take precedence.

www.edenred.com

Edenred — 2023 Universal Registration Document

1

Introduction
MESSAGE FROM THE CHAIRMAN AND CEO

Edenred reports
a record year once again

Highlights
in 2023
April 20, 2023
Acquisition of
GOintegro
Edenred acquires
Gointegro, a Latin
American providerof an employee
engagement platform.
May 16, 2023
Acquisition of
Reward Gateway
Edenred acquired 100%of the share capital of
Reward Gateway, a SaaS(1)leading employee
engagement platform.
June 19, 2023
Edenred joins
the CAC 40
Edenred joins the
CAC 40, the Paris
Stock Exchange's
benchmark index.

Bertrand Dumazy

Chairman and Chief Executive
Officer of Edenred(1) Software as a Service.

22023 Universal Registration Document — Edenred

MESSAGE FROM THE CHAIRMAN AND CEO

DEAR SIR OR MADAM,
Edenred reports a record year
once again, driven by the effective
rollout of its Beyond22-25 strategicplan. My warmest thanks go to all
the Group’s 12,000 employees fortheir commitment, each and every
day, to serving our 60 million users,
2 million partner merchants andalmost 1 million corporate clients.
Their dedication has enabled Edenred
to maintain strong growth, with all
business lines and regions contributing.
In 2023, a few months after our
inclusion in the CAC 40 ESG index,
Edenred joined the CAC 40, theflagship index of the Paris Stock
Exchange. And because it reflects both
our market capitalization and shareliquidity, it is a testament to investors’
confidence in our Beyond22-25 strategicplan and our prospects for generating
sustainable and profitable growth.
Year after year, our virtuous dynamicof growth brings us ever more
opportunities to consolidate ourleadership position and broaden
the scope of our businesses.
Business volume of €41 billion
pushed our 2023 revenue up 24% asreported, past the €2.5 billion mark.
With EBITDA of €1,094 million,
up 31%(1), and free cash flow of€905 million, our financial performanceenables us to, notably, invest
considerably in our technology.

Our digital, connected platform
is at the core of our business model.
It enables us to offer our stakeholders
more efficient, customizable anduser-friendly solutions. By becoming
more powerful and flexible, ourplatform increases its efficiency
and attractiveness. This allows us
not only to distribute third-party
solutions to broaden our value
proposition, but also to have oursolutions distributed by partners.
Our strong cash flow generation alsoenables us to seize opportunities forexternal growth, while maintaining
a very robust financial position. 2023
was marked by a number of significant
transactions, including the acquisitionsof Reward Gateway and GOintegro in
the field of employee engagement,
and the expansion into the freight
payment market in Brazil with PagBem.
To kick off 2024, we are announcing
two new acquisitions. In Europe, theacquisition of Spirii, a SaaS platform
managing all value chain aspects ofelectric vehicle charging, will bolster
our e-mobility offering for fleet
managers. In Brazil, the acquisitionof RB will strengthen our benefits
and engagement offering with aleading solution for the managementof employee transport cards.
Throughout 2023, Edenred continued
to implement its corporate social
responsibility policy, “Ideal”, which is
focused on three main areas: People,“Year after year,
our virtuous dynamicof growth brings
us ever more
opportunities.”
Planet and Progress. These initiatives
are aimed at improving qualityof life (People), preserving theenvironment (Planet) and creating
value responsibly (Progress). In thiscontext, the Group has surpassed its
extra-financial objectives set for 2023.
This puts Edenred in a unique position
to pursue sustainable and profitable
growth in 2024 and beyond. We
are confirming our outlook for2024, which includes like-forlike EBITDA growth of more than
12% and a free cash flow/EBITDA
conversion rate of more than 70%.
On the strength of these results andoutlook, Edenred plans to pursue apolicy of progressive dividend growth.
At the Annual General Meetingon May 7, we will be submitting
a dividend of €1.10 per share, up
10% on 2022, for your approval.
Thank you for your trust and loyalty.

(1) As reported.

Edenred — 2023 Universal Registration Document

3

CORPORATE PROFILE

Edenred, a leading
digital services
and payments platform
for people at work

Edenred is a leading digital platform for services
and payments and the everyday companion
for people at work, connecting more than
60 million users and over 2 million partner merchants
in 45 countries via close to 1 million corporate clients.
Edenred offers specific-purpose payment solutions for food(such as meal benefits), employee engagement (such as gift cards, and employee
engagement platforms), mobility (such as multi-energy including EV charging,
maintenance, toll, parking) and corporate payments (such as virtual cards).
True to the Group's purpose, “Enrich connections. For good.”, these solutions
enhance users' well-being and purchasing power. They improvecompanies' attractiveness and efficiency, and vitalize the employment
market and the local economy. They also foster access to healthier food,more environmentally friendly products and more sustainable mobility.
Edenred's 12,000 employees are committed to making the world of work a connectedecosystem that is safer, more efficient and more responsible every day.
In 2023, thanks to its global technology assets, the Group managed €41 billion in businessvolume, primarily carried out via mobile applications, online platforms and cards.
Edenred is listed on the Euronext Paris stock exchange and includedin the following indices: CAC 40, CAC 40 ESG, CAC Large 60, Euronext 100,Euronext Tech Leaders, FTSE4Good and MSCI Europe.

~€41bn~1m~12,000>60m

employees

users€2.5bn>2m

in business volume

in total revenue

42023 Universal Registration Document — Edenred

corporate clients

partner merchants

CORPORATE PROFILEA leading global player

29%

62%

9%

4,073
employees

6,079
employees(3)1,081
employees

(1)

(1)

Latin
America(1)

EuropeRest ofthe World...operationsin 45 countries
3 business lines...
MORE THAN 100 PROGRAMS

Benefits &Engagement%(1)

Meal & foodWell-being
CultureRewards and recognition63+20%(2)

with over

250

MORE THAN 90 PROGRAMS

Mobility%(1)

Multi-energy cards
Toll & parking services
VAT refund services
Maintenance25+16%(2)

programs

Complementary
Solutions%(1)

12

MORE THAN 60 PROGRAMSCorporate Payment Services
Incentive & Rewards
Public Social Programs+11%(2)(1) Percentage of 2023 Group operating revenue. (2) Like-for-like operating revenue growth in 2023 vs. 2022. (3) Including Holding & Other.

Edenred — 2023 Universal Registration Document

5

CORPORATE PROFILE

Simple solutions
for the working world
Earmarked payments
Edenred is a leading digital platform for services andpayments and the everyday companion for people at work
offering employee benefits and engagement, greener B2B
mobility solutions and corporate payment services. Withineach business line, Edenred's innovative digital solutions
have a positive impact on user behavior, and contribute
fully to the Group's strong, sustainable growth dynamic.

Edenred solutions thereby ensure that money allocatedby an employer or the public authorities is spent exactly
as intended and within the allotted time.
Edenred is also a world leader in earmarked funds,
which offer unrivaled traceability, reliability and security.

Safer
Payments only by a specific person for a specific purpose,
eliminating the risk of loss or fraud.

Smarter
Payments in the exact amount, within a specified time frame.

Simpler
Digital payment with a tap, a click or even directlyon the user’s smartphone.

Edenred supplies corporateclients with earmarked
payment solutions.

4586
7941 4586
10/22
4846
1687 4846 7941
10/22
1687 Vincent
David VincentDavid

Use yourrint tofingerp

pay.

How

These solutions can beused within a network

it works

What areearmarked
payments?

Wednesday

05

Rather than use cash, companies provide
their employees with an Edenred solution
and define where, when and how
it may be used.
Funds are specificallyearmarked
62023 Universal Registration Document — Edenred

CORPORATE PROFILE

Our business: being an everyday companion
for people at work

Benefits &Engagement

Mobility

Edenred offers more than
100 programs for companies
seeking to make theiremployees’ lives easierand increase their purchasing
power in a variety of areas,
including food, transportation,
healthcare, training, humanservices and environmentallyfriendly products. Demand isbeing led by the rising numberof women in the workplace,aging populations in developed
countries and overall population
growth in emerging economies,
as well as aspirations
for a better work-life balance.

Edenred offers more than
90 programs enablingits customers in Europe, Latin
America and the United States
to manage their professional
mobility efficiently, optimize
their costs and reduce theircarbon footprint. The Mobility
market is benefiting bothfrom employee demand
for more mobility and fromthe need for companies
to manage business expenses
more effectively and improvetheir traceability, while reducing
costs and optimizing the timespent managing them.

Complementary
Solutions
Edenred offers more than
60 programs in corporate
payments, incentives
and rewards, and publicsocial program solutions.
Corporate Payment solutions
enable companies to manage
their cash flows more efficiently
and securely. Incentive &Rewards solutions respondto companies' growing needto find ways of retaining
and motivating their employees.
Lastly, Public Social Program
solutions support governments
and local authorities in theirefforts to combat informal
employment and tighten
control over the distributionof assistance, while also
increasing the purchasing powerof their constituents.

A unique company
What sets us apart at Edenred is our constant drive to build
a company that is both international and in tune with the realityof each of the 45 countries where we operate. Edenred's
12,000 employees are committed to making the worldof work a connected ecosystem that is safer, more efficientand more responsible every day.

12,000 employees
share our values

Entrepreneurial spirit

Passion for customers

Imagination
Simplicity
Respect
Edenred — 2023 Universal Registration Document

7

PURPOSE

Edenred's purposein action
Since it was founded, Edenred has been the everyday
companion for people at work. The Group connects a networkof stakeholders around the world, driving a virtuous circle
through its 250-plus specific-purpose payment programs
for food, mobility, incentives and corporate payments.
“Enrich connections. For good.” brings new lightto Edenred's ambition, making a strong link between
the Group's roots, its current position, and the futurethat it envisages. This purpose is intended to informthe Group's strategic decisions and unite its teams
by giving meaning to its organization, in linewith its "Ideal" corporate social responsibility policy.

Enrich connections.
“Enrich connections.” reflects the Group's expertisein transforming each transaction into an enhanced
experience, into a smart, safe and efficient connection,

Enrich connections.
For good.
while enhancing its value. Indeed, more than justa payment, each transaction, each connection, addresses
specific needs to enhance employees' well-being,
improve companies' efficiency and attractiveness, vitalize
the economy and the local employment market, and increase
the efficiency and traceability of public policies.

For good.
“For good.” is a message of progress and the possibilityof a better future. Edenred solutions have a positive impact
on health and well-being. They support the local economy,
protect vulnerable communities and preserve the environment.
“For good.” is also a promise: in a world where many
connections are fleeting, Edenred sets out to form solid,
lasting bonds – meaningful, trust-based connections.

Generating positive impacts
on essential needs for all stakeholders

FOR
EMPLOYEESFOR CORPORATECLIENTSFOR PARTNER
MERCHANTS

FOR PUBLIC
AUTHORITIES• Purchasing power
and well-being• Additional traffic• Formalization of
the economy andlocal job creation

experience• Employee
engagement
and optimized
compensation
packages• Seamless corporate
expense experience• Control over total
fleet ownership cost

• Simplified mobility• Streamlined
processes

82023 Universal Registration Document — Edenred• Consumer
engagement
and loyalty• Behavioral
incentives (e.g.,balanced food,mobility)PURPOSE

Digital solutions to foster more responsible
behaviors
Boosted by digital innovation, Edenred's solutions drivea virtuous circle throughout their ecosystems. Not only dothey increase traceability, but they also act as efficient tools
for tackling the informal economy and stimulating consumer
spending in a given economic sector. Benefits & Engagement,
especially Meal and Food programs, help fight nutrition issues
and improve employees' eating habits, while sport and culture
solutions support well‑being. These programs also foster
more sustainable everyday behavior, helping to combat foodinsecurity and waste, and contributing to better nutrition.

Edenred also develops employee mobility solutions
that encourage migration to smart mobility which is more
eco-friendly and has a less of an impact on the environment.
With these specific solutions, Edenred optimizes employee
commuting by facilitating access to transportation
alternatives to cars. Public authorities and institutions
use Edenred's services to manage and distribute certainsocial benefits, helping to increase the effectiveness of
their policies while improving the traceability of funds.
Lastly, Edenred supports financial inclusion,by contributing to economic integration via basic
financial services for those in need, or by guaranteeing
income stability and traceability for so-called precarious
jobs, such as childcare and in-home services.



EXAMPLES

Promotinghealthier food
habitsFosteringeco-friendly
consumption

Supporting
the transition
to sustainablecommuting

Encouraging CO2
reduction efforts
via dedicatedtools

Improving employees' health and well-being by securing
their food budget and reducing financial barriers to a healthy diet.
For example, in France, people who receive meal benefits arehalf as likely to skip a meal(1).

Reconciling eco-friendly consumption and purchasing power,such as in Belgium, where employers can redistribute up to€250 per year to allow employees to buy greener products.

Incentivizing employees to develop greener commuting
habits by switching from private to public transportationor carpooling, thanks to digital solutions such as Commuter
Benefits in the United States and Betterway in France.

Supporting fleet managers in reducing their carbon footprint
by enabling companies to measure and reduce their greenhousegas emissions and offset them via certified carbon credits andreforestation projects, notably through the Move for Good program.

(1) Compared with people who do not receive meal benefits, according to a 2020 CREDOC survey.

Edenred — 2023 Universal Registration Document

9BUSINESS MODEL

AAmodelmodelforforcreating
creatingresponsible,
responsible,
sustainable
sustainableandandprofitableprofitablevalue
value
2023
2023
figuresfiguresOUR
OUR
RESOURCESRESOURCESAND
AND
ASSETSASSETSOUROURPILLARSPILLARS

Macrotrends
Macrotrends
in in
our
our
markets
markets

Diverse,skilledteams
Diverse,skilledteams• 12,000• 12,000
employees
employees
in 45incountries
45 countries
representing
representing
overover87 nationalities
87 nationalities
• 52%
• 52%
of employeesof employees
and and44%44%of managers
of managers
are women
are women• More• Morethanthan
3,000
3,000
employees
employees
contributing
contributing
to to
the thetechnological
technologicaldevelopment
developmentof solutionsof solutions

A constantly
A constantly
A moreA moremobilemobile A more
A morechangingchanging
workingworking andandconnected
connected responsible
responsible
world
world
world
world
world
world

Recognized
Recognizedexpertise
expertise• 3 •diversified
3 diversified
businessbusinesslineslines
• 70%
• 70%
of operatingof operating
revenuerevenue
generated
generatedin markets
in markets
where
where
EdenredEdenredis theis theleaderleader• Sustainable• Sustainable
and andbalancedbalanced
growth
growthacrossacrossall regions
all regions
and andbusinessbusinesslineslines

OUR
OUR
MODEL
MODEL

Advanced
Advanced
technological
technologicalcapabilities
capabilities• 100% of new solutions are digital• Superapps
ansolutions
enhancedare
omnichannel• 100%
offor
new
digitalexperience• Super apps for an enhanced• Nearly€500m invested
in technology
omnichannel
experiencein•2023
Nearly €500m invested intechnology in 2023

Sound, responsible
financial
Sound,model
responsible
financial• Total revenuemodelof €2.5bn

and
EBITDAof €1,094m• Totalrevenueof €2.5bn• Includedin the CAC
40 indexand EBITDAof €1,094m
sinceJune 2023• Includedin the CAC 40• >€1.1bn
funding
indexinsinceJune 2023
tied
to extra-financial• >€1.1bn
in funding
performancetargets
tied to extra-financial
performance targets

Tangible commitment
to society
Tangibleand theenvironment
commitment tothe• A society
CSR policyand
resultinginenvironment
clear and measurable>60m >60m
users users>2m >2m
partnerpartner
merchants
merchants~1m ~1m
corporate
corporateclientsclients

250 SPECIFIC-PURPOSE
250 SPECIFIC-PURPOSEPAYMENTPAYMENTPROGRAMSPROGRAMSACROSS...
ACROSS...

BenefitsEmployee& Engagement
Benefits

targets• A CSR policy resulting• Contribution
to measurable
12 of
in clear andthe targets
17 UN Sustainable
Development
Goals• Contribution
to 12 of
• 61%thereductionin GHG
17 UN Sustainableemissions/sq.mcomparedDevelopment
Goals
with
2013
(scopes2)• 61% reduction1in&GHG
emissions/sq.m comparedwith 2013 (scopes 1 & 2)

10

Governments
Governments
and andpublic publicauthorities
authorities

2023 Universal Registration Document — Edenred

Mobility
Mobility

A dedication
A dedication
to CSR...
to CSR...
The pillars
The pillarsof ourof
policyour policy
Improve
Improvequalityqualityof lifeof
forlifeemployees
for employees
Preserve
Preserve
the environment
the environment
CreateCreate
value value
responsibly
responsibly

BUSINESS MODEL

Our purpose: “Enrich connections. For good.”
ENRICH CONNECTIONS.

FOR GOOD.

These two words reﬂect the Group's
expertise in transforming each transaction
into a smart, safe and eﬃcient connection,
while enhancing its value.

OUR STRATEGY

Edenred solutions have a positive
impact on health and well-being.
They support the local economy,
protect the community and contributeto preserving the environment.
OUR RESULTS AND IMPACT

Entreprises clientes

Utilisateurs

Commerçants partenaires

3 growth drivers

Corporate clients

Scale the Core:
Grow further in existing, yet stilllargely underpenetrated markets• Greater employee engagement• Contribution to environmental targets• More efficient managementof work-related travel• Optimized B2B payment processes

Entreprises clientes

Extend Beyond:Accelerate the deployment ofservices beyond core businesses
Entreprises clientes

Utilisateurs

Commerçants partenaires

Pouvoirs p

Collaborat

Pouvoirs publics

Users
Utilisateurs

Expand in New Businesses:
Expand into promising new geographies• Increased purchasing powerand greater well-being
Collaborateurs Edenred
Pouvoirs
publics
Commerçants partenaires• Easier
accessto soft mobility

Environne

Partner merchants• ~€41bn in additional revenue

Entreprises clientes

Utilisateurs

Commerçants partenaires

3 key enablers

Utilisateurs

Pouvoirs publics
Commerçants partenaires
Monetization
throughthe marketing of data-powered
solutions and services

Commerçants partenaires

Pouvoirs publics

Collaborateurs Edenred

Collaborateurs Edenred

Pouvoirs publics

Complementary
Solutions

Environnement et climat

Actionnaires

Edenred employees• 3,079 days of volunteering and
237 Actionnaires
local associations supported
Environnement et climat• 92% of employees trained

Environment and climate... 3 BUSINESS LINES
Commerçants partenaires

Actionnair• Reduction of the informal economy• Job creation and protection(1 job created for every 23 meal
benefit users in France(1))• Support for stimulus policies
and financing mechanisms

Engagement with users via fully
digital everyday solutions
Utilisateurs

Environnement et climat

Public authorities

Acquisition of new users
by leveraging the B2B2C model

Entreprises clientes

Collaborateurs Edenred

Pouvoirs publics

Collaborateurs Edenred

Environnement et climat...embedded in the Group's
actions and solutions
Be an employer of choice
Achieve the SBTi(4) target of Net Zero
carbon by 2050
Ethically develop and promote technologies
contributing to well-being and sustainable mobility

Actionnaires• 54% of solutions eco-designed• 500,000 metric tons of emissions avoided in
the United States(2)Shareholders• Market capitalization up 3x since 2015
• Dividend of €1.10(3), up 10%(1) Source: “L'étude sur la performance économique et ﬁscale
du dispositif titre-restaurant”. KPMG-Fidal, 2017.
(2) Estimate based on 2019 data from the United States
Department of Transportation and the United States
Environmental Protection Agency.
(3) Subject to shareholder approval at
the General Meeting on May 7, 2024.
(4) SBTI: Science-Based Targets initiative.

Edenred — 2023 Universal Registration Document

11

GROWTH STRATEGY

A sustainable and proﬁtable growthstrategy

A journey of disruption since 2016,
based on a 4-pronged approach
Portfolio
management

Products andtechnology

Sales andmarketing

Extension anddiversificationof the portfolioof solutions, focusing
on high-potential
markets

Technology leadership,enabling the creationof a unique, fully digitalplatform

An optimized go-to-market
strategy accelerating
market penetration,
particularly in the SME
segment

Environmental,
Social andGovernance(ESG)
An ESG commitment basedon an ambitious CSR policy
and virtuous solutions

Beyond22-25, a strategic plan
built around 3 drivers...
#3 Expand in New Businesses

Expand in new business opportunities• Expand into promising new geographies

10%

(1)

#2 Extend Beyond

Accelerate Beyond Food,
Fuel and Payment• Design and distribute new services...
•... through a comprehensive platform experience

30%

Enriched business model(1)#1 Scale the Core

• More customers• Base maximization(churn/cross-sell/pricing)

60%

(1)

Increased total addressable market(1) Percentage of 22-25 operating revenue growth – October 2022 estimate.

12

Grow further in underpenetrated
core markets

2023 Universal Registration Document — Edenred

GROWTH STRATEGY...helping to accelerate
Edenred's growth
Cost-to-serve efficiency
Fees on value-added services
Revenue from Beyond solutions
Additional revenue fromcore products
Revenue from core products

Accelerated
penetration

Increasedreach throughselective
indirectchannels andwebsalesIncreasedcross-sell of
Edenred andnon-Edenredproducts

Increased
monetization
thanks todata-powered
products

Increased
profitability
thanks to
decreased
cost-to-serve...and underpinned by strong commitments
Since its origins in 1962, Edenred's mission has been to make the world of work a better place for all.
With this in mind, the Group defined the fundamental principles of its corporate social responsibility (CSR) policy: improving
the lives of individuals and preserving the planet. The Group's sustainable development policy, an integral part of its strategic plan,is based on the following three groups of commitments, each with a dedicated action plan to ensure proper implementation:

Improvequality of life

Preserve
the environment

One of Edenred's objectives is to improve
the quality of life of its stakeholders
based on three goals:
First, be an employer of choiceby providing a favorable environment
for professional development
and respecting diversity and humanrights. Second, promote wellbeing. And third, contribute to local
development by becoming personallyinvolved and sharing the benefitsof growth with local groups.

Edenred aims to protect
the environment by reducing
its carbon footprint, consumptionof resources and waste, designingeco-services for mobility
and food waste and managing
the impact of its solutions during
their lifetime.

EMPLOYER
OF CHOICENET ZEROCARBON BY 2050

TECH FOR GOOD

40%

SBTI(1) TARGETS

PROMOTION

women among executive
positions by 2030

in line with the +1.5°C
scenario by 2050

Createvalue
responsibly
Edenred is committed throughout
its value chain to promoting
sustainable food and mobility
thanks to its solutions and networks.
The Group develops its activities
and partnerships in an ethical manner,
aiming to meet the expectationsof its stakeholders while ensuring
IT security and data protection.

of sustainable
food and mobility(1) Science-Based Targets initiative.

Edenred — 2023 Universal Registration Document

13

CORPORATE GOVERNANCE

Performance-oriented governance
Edenred's management team comprises the Chairman and Chief Executive Officer,
the Board of Directors and the Executive Committee.

The Board of Directors
The Board of Directors determines the Company's businessactivities and ensures their implementation in linewith its corporate interest and taking into consideration
the social and environmental issues surrounding its activities(see section 6.1). Subject to powers that are expressly
granted to the General Meetings and within the limitof the corporate purpose, it takes charge of any question

Bertrand Dumazy
Chairman and CEOof Edenred

Dominique D'Hinnin
Independent director
Lead Independent
Director and Vice
Chairman of the Boardof Directors of Edenred
Chairman of theCompensation,
Appointments andCSR Committee

Cédric Appert
Employee-representative
director

Sylvia Coutinho
Independent
director

relating to the running of the Company and addresses
by way of its decisions the matters that concern it. The Board
has 12 members, including Bertrand Dumazy, Chairman
and Chief Executive Officer of Edenred, and Dominique D'Hinnin,
Lead Independent Director and Vice Chairman of the Boardof Directors, as well as two employee-representative directors.

Nathalie Balla
Independent
director

Angeles Garcia-Poveda
Independent
director

Audit and Risks Committee• Ensures that accounting policies areappropriate and applied consistently• Monitors the process for the preparationof financial information• Checks that internal reportingand control procedures provide adequate
assurance concerning the reliability
and completeness of financial information• Oversees Group risk exposureand the quality of internal controlsCompensation,
Appointments and CSR
CommitteeMaëlle Gavet
Independent director

Graziella Gavezotti
Employeerepresentative director

Monica Mondardini
Independent
director

Jean-Romain Lhomme
Independent director
Chairman of
the Commitments
Committee

Bernardo Sanchez Incera
Independent director
Chairman of the Audit
Philippe Valléeand Risks Committee
Independent director

14

Committees of theBoard of Directors

2023 Universal Registration Document — Edenred• Prepares the Board's decisions
regarding changes in the compositionof the Company's management bodies• Renews the Chairman and Chief Executive
Officer's term of office• Prepares the Board of Directors' decisions
concerning the Chairman and Chief
Executive Officer's compensation andimplements incentive plans for executives• Examines and gives its opinion
on the Group's CSR strategy,commitments and priorities

Commitments Committee• Issues recommendations on:> any transactions that may havea material impact on the Group's
strategy or lead to a material change
in the Group's business base
> any change in the Company's
corporate purpose> any and all financial commitments,
made by the Company or by oneof the Group companies, representing
more than €50,000,000 per transaction.

CORPORATE GOVERNANCE



Executive Committee

The Executive Committee leads Edenred's businessactivities, in line with the strategy defined by the Boardof Directors. Its responsibilities include implementing
strategy, defining organizational structure andoperating processes, and selecting management teams.
Comprising ten members, the Executive Committee brings
together operational representatives from the Group's
main business lines, as well as functional managers
who provide expert support. All of the Group's businesses
and cross-business activities are represented to support
operations. Under the authority of the Chairman
and Chief Executive Officer, the Executive Committee
meets as often as necessary, at least once a month.

Bertrand Dumazy
Chairman and CEOof Edenred

Jacques Adoue
Executive Vice President,
Human Resources & Corporate
Social Responsibility

Bertrand Dumazy began his
career as a consultant at Bain
& Company before working
in a number of executive
management positions, notably
with the Neopost and Deutsch
groups. In 2012, he joined
Materis (now Cromology), where
he went on to become President
and CEO. He was appointed
Chairman and CEO of the
Edenred group in October 2015.

Jacques Adoue has devoted
his entire career to humanresources, holding several
HR management positions
before joining Edenred in 2017as Executive Vice President,
Human Resources & Corporate
Social Responsibility.

Emmanuelle Châtelain
Vice President,
Communications

Gilles Coccoli
Chief Operating Officer, Payment
Solutions & New Markets

Diane Coliche
Chief Operating Officer,
Mobility

Arnaud Erulin
Chief Operating Officer,
Benefits & Engagement

Emmanuelle Châtelain
worked in finance and thencommunications at Alstom
before moving to Renault
in 2018, where she served
as Vice President, External andInternational Communications.
She joined Edenred
in 2020 as Vice President,
Communications.

Gilles Coccoli began his career
as an auditor before joining
Edenred Brazil in 1997, where
he held several executive
management positions,notably in Turkey and Brazil.
He became Chief Operating
Officer, Payment Solutions &New Markets in 2022.

Diane Coliche began her
career in investment banking
at Morgan Stanley. In 2010,
she joined the Casino Group,
where she held various
finance department roles
before being appointed CEO
in 2019. She joined Edenredas Chief Operating Officer,
Mobility in 2023.

Arnaud Erulin began his careerat Ticket Restaurant® France,then held various management
positions. In 2003, he became
Director of International
Marketing & Corporate
Communications for Accor
Services. Between 2004 and2022, he held several regional
management positions before
becoming Chief Operating
Officer, Benefits & Engagement
Solutions in 2022.

Constance Le Bouar
Executive Vice President,
Strategy, Marketing andTransformation

Philippe Relland-Bernard
Executive Vice President,
Legal & Regulatory Affairs

Julien Tanguy
Executive Vice President,
Finance

Dave Ubachs
Executive Vice President,
Global Technology

Philippe Relland-Bernard
began his career in 1996
as a legal specialist andjoined Accor Services in 1999.
Since 2009, he has served
as Edenred's Executive Vice
President Legal & Regulatory
Affairs and Secretary for
the Group's Board of Directors.

Julien Tanguy began his career
as an auditor before taking up
a post as Controlling Manager.
He moved to Europcar in 2005,
where he held positions in the
Finance Department. In 2011,
he joined Edenred France
as Chief Financial Officer andwas later appointed General
Manager of Edenred France.
He took up his positionas Edenred's Executive Vice
President, Finance in 2021.

Dave Ubachs began his careerin 1995 at Procter & Gamble,
where he held various
international management
positions in the field of
information technology.
In 2018, he joined Edenred
as Executive Vice President,
Global Technology.

Constance Le Bouar started
her career at Bain & Company
France, before joining the ADPGroup. In 2017, she became
Strategy and M&A Director
for Pernod Ricard in New York
(USA). In 2021, Constance
Le Bouar joined Edenred andwas appointed Executive Vice
President, Strategy, Marketing
and Transformation in 2023.

Edenred — 2023 Universal Registration Document

15

FINANCIAL AND EXTRA-FI NANCIAL PERFORMANCE

Edenred’s key
performance indicators
Key financial figures for 2023

€2,514M€1,094M

€730M

€905M

€1,100M€1.10

IN TOTAL REVENUEIN EBITDAIN FREE CASH FLOWIN NET DEBTFUNDS FROM OPERATIONSDIVIDEND PER SHARE(1)Key financial figures for the past 3 years
In € millions+54.5%

2 514

2 031
1 627
+63.3%
1 094+31.3%

836
670

556

673 730+74.7%

To find out more, see Chapter 2"Financial review" and Chapter 3"Financial statements".

881(3) 905
518 (2)

2021
2022
2023

Total revenue

EBITDA

Funds From
Operations

Free cash ﬂow

Value sharing in 2023
27% Employees(wages andpayroll taxes)
Capitalexpenditure 48%(innovation,acquisitions)€2.6bnin value
sharedCivil society 11%(governments,
local authorities,
non-proﬁts)
Shareholders
and creditors 14%

162023 Universal Registration Document — Edenred(1) For ﬁscal year 2023 and submitted
for shareholder approval at the General
Meeting of May 7, 2024.
(2) Including payment of the €158 million
ﬁne issued by France's antitrust
authority.
(3) Including a one-oﬀ positive impactof €170 million from the change
in regulations in Germany in 2022.

FINANCIAL AND EXTRA-FI NANCIAL PERFORMANCE

Key extra-ﬁnancial ﬁgures for 2023

72%

37%

195,000

-61%

87

80%

OF USERS AND MERCHANTS MADE
AWARE OF HEALTHY, SUSTAINABLE
NUTRITION

REDUCTION IN GREENHOUSE GASEMISSIONS SINCE 2013(1)WOMEN AMONGEXECUTIVE POSITIONSHOURS OF TRAININGPROVIDED TO EMPLOYEESNATIONALITIESOF TRANSACTIONS VIA CERTIFIED
PLATFORMS

Key indicators

2021

2022

2023

DIVERSITY(2)% of women among executive positions(3)

34%

33%

37%

% of Edenred employees who attended at least
one training course in the year, with a commitment
to having 100% of employees receive at least one
CSR training course by 2025(4)

85%

86%

90%

SOLIDARITY

Number of days devoted to volunteering

1,519

2,347

3,079

CLIMATECHANGE(2)% of reduction in greenhouse gas emissions(5)vs. 2013 (GHG emissions/sq.m), scopes 1 & 2

-46%

-51%

-61%

ECO-SERVICES

Number of environmentally friendly services

25

30

31

19%

33%

54%

57%

58%

72%

97%

100%

89%(7)TRAINING

ECO-DESIGNED % of eco-designed/recycled andzero-paper solutions since 2021
SOLUTIONSSUSTAINABLE
FOOD(2)% of food users and merchants
made aware of balanced nutrition
and food waste

ETHICS% of employees who acknowledged
the Charter of Ethics and self-employedworkers covered by the Charter

DATA
PROTECTION

Authorized transaction volume processedby a certified platform (ISO 27001, PCI-DSS
or equivalent)

N/A

N/A

80%

QUALITY% of employees covered by a quality
certification(6)

46%

58%

53%(8)

12 of the 17 UN
SDGs(9) covered(1) (Greenhouse gases/m²), from scopes 1 & 2, consumption of the company's sites.
(2) KPI included in the criteria for calculating the interest rate of the sustainability-linked convertible bond.
(3) The target comprises several categories of people (see section 5.2.1.2 "Promoting diversity and inclusion").
(4) New indicator in 2023: 3-year average. The 2022 and 2021 results represent a 5-year average.
(5) Targets calculated according to the Science-Based Targets initiative methodology, for the +2°C scenario.
(6) Quality management certiﬁcations such as ISO 9001.
(7) New deﬁnition in 2023, including self-employed workers covered by the Charter of Ethics.
(8) 53% of employees working at sites covered by quality management certiﬁcation (ISO 9001 or equivalent).
16 ISO 9001-certiﬁed subsidiaries, i.e. two more than in 2022.
(9) Sustainable Development Goals.

Edenred — 2023 Universal Registration Document17

1
Presentationof the Group
1.1
1.1.1
1.1.2
1.1.3
1.1.4
1.1.5

Edenred, world leader in
specific-purpose payment
solutions20

An intermediationand orchestration platform
Unique expertise & know-how
A company dedicated to the world of work
Edenred’s activities
Solutions serving a changing working world

20
20
21
21
26

1.2

A Group with a
60 year history

1.2.1

Pre-2010: creation and developmentof Accor services2010 to today: establishment of the Edenredgroup and creation of a world leader
Successful self-disruption since 2016
Main business transactions over the past
three years

1.2.2
1.2.3
1.2.4

1.3

A global player operating
in promising markets

1.3.1
1.3.2

Still largely underpenetrated markets
Competitive environment and comparable
public companies
Main host countries
An attractive financial profile

1.3.3
1.3.4

1.4

1.5

26
26
27
28
29

29
29
30
31
31

Strategy and 2024 outlook

33

Strategy2024 outlook

33
37

Highlights in 2023

37

Stock markets
Acquisitions
Partnerships
Debt
Governance
Innovation
Social responsibility
Subsequent events

37
37
38
38
38
39
39
39

1.6

Regulatory environment

40

1.6.1
1.6.2

Income tax and payroll tax rules
Other regulations

1.7

Contractual relationships

42

1.7.1
1.7.2
1.7.3

Contractual relationships with clientsContractual relationships with merchants
Contractual relationships with suppliers
and service providers

42
42

40
41

43

1.8

Intellectual property

43

1.9

Real estate

43

Edenred — 2023 Universal Registration Document

19

1

Presentation of the Group
Edenred, world leader in specific-purpose payment solutions

1.1

Edenred, world leader in specific-purpose payment solutions

1.1.1

An intermediation and orchestration platform

Edenred is a leading digital platform for services and payments and the everyday companion for people at work. Operating within a vast
ecosystem, Edenred connected more than 60 million users and over 2 million partner merchants in 2023, via approximately 1 million
corporate clients.

€41bn

>60M

in businessvolumeusers>2M

partnermerchants~1M

corporate clients

1.1.2

Unique expertise & know-how

Edenred offers specific-purpose payment solutions and services
in three business lines: Benefits & Engagement, notably for food(such as meal benefits) and incentives (such as gift cards andemployee engagement platforms); Mobility (such as
multi‑energy solutions including electric charging, vehicle
maintenance, toll and parking solutions); and Complementary
Solutions (such as corporate payments).

Thanks to its platform and its technological expertise, Edenred
can pre-configure all aspects of a digital transaction (who, where,
when and how much) with a high level of granularity. Edenred isalso a world leader in earmarked funds, which offer unrivaled
traceability, reliability and security.

ILLUSTRATION OF EDENRED’S EXPERTISE IN EARMARKED PAYMENT SOLUTIONS AS OPPOSED TO UNIVERSAL PAYMENTS.
Universal payment

Edenred specific-purpose payment solutions (examples)
Meal voucher

Multi-energy card

Corporate payment

Regulatoryenvironment

None

PublicPrivatePrivate

Where?

Anywhere

Partner restaurants
and merchants

Service stations only

Corporate suppliers only

When?

Any time

Working days only

Based on fleet manager's
decisionSet validity period only

What?

Anything

Meals and food

Energy source definedby fleet manager(2)Specific supplier invoice

How much?

Any amount

Daily amount(1)Daily amount definedby fleet manager

Specific supplierinvoice amount(1) In France for example: €25.
(2) Electricity/ethanol/diesel/gasoline.

Backed by more than 60 years of expertise, Edenred is positioned
at the crossroads of four complementary skills:• proficiency in digital payment technologies (Fin Tech);• the ability to offer solutions to filter and control financial
flows in accordance with local regulations or with thecorporate client's needs (public or private Reg Tech);202023 Universal Registration Document — Edenred• the ability to affiliate networks and carry out the necessaryfinancial intermediation (Financial Intermediation);• the use of transaction data to develop new services (DataIntermediation).
In particular, this expertise is being supported by the digital
capabilities of its issuance, authorization and reimbursement
technology platform for payments.

Presentation of the Group
Edenred, world leader in specific-purpose payment solutions

1.1.3

1

A company dedicated to the world of work

In more than 60 years, Edenred has built a solid operatingpresence in 45 countries on five continents. In most of them, theGroup pioneered the Benefits & Engagement market, byinitiating the passage of enabling legislation, and now enjoys
leadership status worldwide(1). Since the 1990s, the Group has
applied the same expertise to the management of payment
flows in the working world. In 2023, for example, Edenred
expanded its solutions by acquiring leading platform Reward

1.1.4

Edenred’s activities

1.1.4.1

Benefits & Engagement

Gateway Edenred also offers Mobility solutions, a market inwhich the Group has a leading position in Latin America andranks number four(1) among multi-brand pan-European issuers.
Starting in 2016, Edenred leveraged the expertise of its digitaltechnology platform to launch a Complementary Solutions
offering, which was broadened in 2019 with the acquisition of
Corporate Spending Innovations (CSI), a recognized player in thepromising corporate payment market in the United States.

€1.45bnin operating revenue#1 (1)

worldwide

32

countries

World leader in Benefits & Engagement, Edenred operates morethan 100 programs in 32 countries. Its Benefits & Engagement
solutions are based on the earmarked payment principle, where
the place, maximum amount and timing are pre-configured. They
are a win-win proposition for all parties:• for partner merchants, Edenred acts as a business provider;• for public authorities, Edenred’s solutions help to formalize
part of the economy and encourage the creation of direct jobs
at partner merchants;• for employee users, this additional disposable income
contributes to improving quality of life, with an immediate
increase in well-being and a positive impact on motivation.
At a time of far-reaching changes in the working world, linked inlarge part to the shortage of talent and the development of
remote working, Edenred’s Benefits & Engagement solutions area way for employers to stand out. Just like remuneration or
working conditions, benefits can be a major factor in an
employee’s decision to accept (or stay in) a job. Edenred’s legacy
Employee Benefit programs are:• Ticket Restaurant®, invented by the Group in France in 1962,
a solution that allows employees to take time out for lunch ata partner merchant. Invented by the Group in France in 1962,
it has since been gradually deployed in a number of othercountries;• similarly, Ticket Alimentación allows users to pay for groceriesin neighborhood stores and supermarkets. Launched by
Edenred in 1983 in Mexico, the solution has since been rolled
out to other Latin American countries, including Brazil in 1990,
and more recently to certain countries in Central Europe.
Building on the outstanding success of its flagship programs, theGroup has developed a range of solutions that allow employers
to help finance the cost of essential services that makeemployees’ lives easier. Examples include:• gift vouchers awarded directly (such as Ticket Regalo in
Mexico) or via employee engagement platforms. In France,
Edenred offers Group Work Council gift vouchers distributed
directly or via its Edenred Solutions CSE platform;• human services solutions with the Ticket CESU in France;• solutions that enable the purchase of staples like food andfuel, such as the Ticket Plus Card launched in Germany in 2013;• well-being in the workplace with Ticket Welfare in Italy, which
employees can use to pay for a wide array of services, such asaccess to sports facilities and solutions for their children’s
educational needs;• childcare services, using such solutions as Ticket Guardería in
Spain, for companies without on-site daycare facilities, andChildcare Vouchers in the United Kingdom;(1) Source: Edenred.

Edenred — 2023 Universal Registration Document21

1

Presentation of the Group
Edenred, world leader in specific-purpose payment solutions• solutions that encourage purchases of environmentally friendly
products, such as the Ticket EcoCheque offered in Belgium;• solutions for cultural goods and services, such as Ticket Kadeos
Culture in France and Ticket Cultura in Brazil.
In this market, Edenred holds strong leadership positions both inits historical meal voucher business and in additional solutions
and services (Beyond Food), accounted for 26% of Benefits &Engagement operating revenue in 2022. Edenred now generates
around 75% of its Benefits & Engagement operating revenue inmarkets where it is number one(1).

2023 highlights in Benefits & Engagement
Edenred expanded significantly in Benefits & Engagement in
2023, with two major acquisitions:• Reward Gateway, a leading employee engagement platform
with more than 4,000 clients representing 8 million
employees in the United Kingdom, Australia and the UnitedStates. Edenred’s Beyond22-25 plan features the rollout of the
Reward Gateway offer in six new major countries incontinental Europe;• in Latin America, GOintegro enables over 500 companies inseven countries to improve their organizational culture andposition themselves as employers of choice; 1.2 million users
already benefit from these innovative solutions.

· Delivering a comprehensive benefits and engagement platform through targeted acquisitions

Employee Benefits
Benefits platform

Employee engagement
SpecialoffersAwardsand recognition

SocialeventsWell-being

Flexible beneﬁtsharing system
EdenredNon-Edenred/
third-party vendors

ExamplesMeal
and food
Mobility

HealthGifts· Building a leading global offering through mergers and acquisitions

Employee engagement offering in 3 countries#1 In the UK and Australia

Employee engagement
offering in 7 countries

Countries where Reward Gateway has operations(1) Source: Edenred.

22

2023 Universal Registration Document — Edenred

Planned rollout of Reward Gateway

Countries where Gointegro has operations

Presentation of the Group
Edenred, world leader in specific-purpose payment solutions

Reward Gateway, a stellar company

In addition to integration synergies, the plan to bring Reward
Gateway into six of Edenred’s major countries (Germany,
Belgium, Spain, France, Italy, Romania) will considerably increase
the Group’s addressable market, as well as its operating revenue.
Commercial synergies will also be driven by cross-selling
opportunities with both companies’ existing clients, and willfurther improve client retention with the delivery of solutions via
a digital platform model helping to drive improvements in thequality of the user experience.

Founded in the United Kingdom in 2006, Reward Gateway is an
SaaS platform dedicated to employee engagement. With over
4,000 clients and 8 million employees using its solutions acrossthe United Kingdom, Australia and the United States, Reward
Gateway is the partner of choice for HR professionals looking to
make their organizations more attractive, stronger and more
resilient, in order to make the working world a better place. With
engagement tools ranging from employee discounts to rewards
and recognition, communications, surveys and wellness
solutions, Reward Gateway offers HR professionals total
flexibility to engage, motivate and retain their employees.

GOintegro, provider of SaaS(1) employee
engagement platforms in Latin America

Through its holistic and modular platform, Reward Gateway
provides employees with a simplified, best-in-class experience,
seamlessly customized for each organization. By integrating acomprehensive suite of APIs capable of connecting to over 40 HR
information systems, payroll systems, collaborative tools,
benefits providers and third-party software, Reward Gateway
guarantees employers an automated experience.

The acquisition of GOintegro perfectly illustrates Edenred’s
ambition, announced in its Beyond22-25 strategic plan, to be theeveryday platform for people at work, notably by extending thescope of its portfolio. Through the integration of GOintegro’s
modular employee engagement platform, Edenred broadens its
offer and strengthens its position as a leader in the Latin
American benefits & engagement market.

In recent years, Reward Gateway has consistently delivered doubledigit revenue growth combined with compelling profitability. In
2023, Reward Gateway contributed €80 million to the Group’s
revenue (consolidated from May 16 to December 31, 2023).

Founded in 2002, GOintegro combines superior technologicalinnovation with HR expertise to increase employee engagement
at work through services such as reward and recognition
programs, wellness content, internal pulse surveys, and savingsand discounts. GOintegro provides these solutions through asingle platform available in seven Latin American countries.
GOintegro’s 130 employees serve more than 1.2 million users
working for 500 clients, including large companies such as Pfizer,
Hewlett Packard, McDonald’s and DHL.

The acquisition of Reward Gateway has given Edenred access to an
already large market with strong penetration potential andadditional development opportunities. In the United Kingdom andAustralia, where Reward Gateway is the market leader, thecombined employee engagement market of £1.9 billion is stilllargely underpenetrated and is expected to grow by more than
10% per year. The US market, where Reward Gateway has started
to position itself, represents £4.5 billion of revenue alone.

1.1.4.2

1

Thanks to its highly complementary product range and similar
geographic footprint, Edenred is ideally positioned to capitalize
on GOintegro’s offering and strengthen its value proposition forhuman resources managers in Latin America.

Mobility€577m

in operating revenue

#3

(1)

worldwide

35

countries#1(1)#4(1)(2)(1) Source: Edenred(2)(2) FuelandB2B
B2Btolltollmarket.
market.
Fuel cards
card and(1) Software as a Service.

Edenred — 2023 Universal Registration Document23

1

Presentation of the Group
Edenred, world leader in specific-purpose payment solutions

In the Mobility market, Edenred offers more than 90 programs in
35 countries, ranking as leader in Latin America and number
four(1) among multi-brand pan-European issuers. Edenred’s
solutions provide companies with numerous levers to optimize
their fleet management:• reduced costs thanks to multi-network cards that allow fuel tobe purchased at the best price;• acceleration of the energy transition with multi-energy cards(diesel, biofuels and electric vehicle charging);• more efficient consumption thanks to the traceability offeredby payment solutions (helping to prevent fraud) and the mostefficient route calculations;• simplification of administrative tasks by automating invoicing,
reporting and consolidation procedures.
Mobility solutions are being extended beyond fuel cards toinclude a range of increasingly easy-to-use and fast-to-adopt
programs, more closely meeting the needs of companies andemployees. These new Beyond Fuel solutions represented
roughly 30% of operational revenue from Mobility in 2022.
The increased mobility of goods and people is a major source ofeconomic and social progress, but it also has an impact on theenvironment. Transportation is second source of greenhouse gas
emissions globally. In addition, the increased scarcity of fossil
fuels requires more polluting production methods. However, thesector has also undergone a transformation: electric andconnected vehicles, piggybacking, and urban micromobility are
renewing the mobility experience by democratizing greener
alternatives. In its strategic roadmap, Edenred is resolutely
considering mobility post fossil fuels. In Brazil, the use of data
enables Edenred's customer fleet managers to optimize theirfuel consumption and emissions. Electromobility is not left out,
since Edenred UTA customers can now access 570,000 charging
stations in 33 European countries.

Leader in Latin America
Number one in the sector in Latin America, Edenred leverages its
technology platform to develop solutions that eradicate
inefficiencies for mobility managers and drivers alike.
In Brazil, for example, Edenred offers a wide range of services forlight and heavy vehicle fleets. Users of Edenred solutions canpay for their vehicle-related expenses, from fuel purchases tomaintenance, in an extensive network of 36,000 partners
throughout the country (service stations, garages, parking lots).
In 2022, the Group strengthened its offer in electronic tollcollection services offering with the integration of Greenpass.
Artificial intelligence and data-driven services such as GoHub andthe TED digital assistant also enable mobility managers toconstantly optimize their fleets and costs.
The Repom subsidiary also develops prepaid cards and mobile
payment solutions for self-employed truck drivers, allowing themto pay all business-related expenses (fuel, meals or tolls).
In Latin America, Edenred offers the following solutions:• Ticket Log in Brazil, which has made Edenred the local market
leader in light vehicle fleet management and number two intruck fleet management with two solutions, Ticket Fleet Pro
and Ticket Cargo, differentiated by customer segment andtype of vehicle;(1) Source: Edenred.

24

2023 Universal Registration Document — Edenred• Ticket Car in Latin America, which companies can offer
employees to pay for fuel and other business travel expenses.
The offer has been extended to maintenance and service costs,
thereby becoming a full-fledged fleet management solution;• Notable examples include: Empresarial in Latin America, whichenables companies to control spending more effectively andeliminates the need to reimburse expense claims. In addition
to enhancing flexibility with a mobile application, the solution
offers an expense tracking system that makes it possible tofile for the applicable tax deductions more quickly. In all,companies that use the solution can reduce the time andresources spent on managing employee business expenses by
up to 30%.

Strengthened offer in Europe
In recent years, Edenred has stepped up its growth in Europe
through several strategic acquisitions. The aim is to build an
increasingly efficient experience for drivers and simplified
management of all parameters for fleet managers.
UTA Edenred, a major pan-European player, offers a range ofhigh value added solutions including the UTA One next on-board
box, which allows automatic electronic toll collection in
15 European countries, or the UTA SmartConnect telematics
service, which tracks the position and routes of a fleet of vehicles
in real time. UTA Edenred also offers energy-related services; its
fuel cards are accepted in a network of more than 62,000 service
stations in 36 countries and also provide access to more than
570,000 electric vehicle charging points in 33 countries.
In 2018, Edenred also entered the British market through theacquisition of Right Fuel Card, the United Kingdom’s fourth‑largest
fuel card operator(1). In 2019, the Group also integrated EBV
Finance, a Lithuanian company specialized in tax refunds for
European transportation companies. In Europe, Edenred offers thefollowing solutions:• UTA Edenred: in addition to purchasing fuel, UTA solution canbe used to pay tolls, optimize routes, pay for roadsideassistance and truck servicing, and for VAT reimbursement;• La Compagnie des Cartes Carburant in France: for almost ten
years, Edenred has operated in the French market through its
La Compagnie des Cartes Carburant (LCCC) subsidiary, ranked
second nationwide(1) with a range of closed-loop or multi‑brandfuel cards for corporate clients. Its cards are accepted in nearly
40% of the French service stations. LCCC offers configuration,
distribution and resale of fuel cards. Together, LCCC and UTA
Endenred offer the Ticket Fleet Pro solution, which provides
professional truckers in France with a personalized, configurable
fuel card, with additional services;• EBV Finance – Edenred in Lithuania: since 2015, EBV Finance has
provided European transportation companies with refund services
for VAT and excise duties paid on certain expenses, such as fueland tolls, to simplify management and improve profitability for thecompanies. Thanks to these services, EBV Finance’s 1,500 clients,
located mainly in Eastern and Northern Europe, can request arefund for the taxes in 31 European countries;• The Right Fuel Card – Edenred in the United Kingdom: basedin Leeds and Glasgow, the TRFC group helps 27,000 corporateclients optimize the management of their heavy and lightvehicle fleets. Cardholders can fill up at 90% of UK service
stations using monobrand or multibrand fuel cards.

Presentation of the Group
Edenred, world leader in specific-purpose payment solutions

2023 highlights in Mobility
Edenred joins forces with PagBem to consolidate
its leading position on the freight payment market
in Brazil
The combination of Edenred Repom and PagBem operations will
strengthen Edenred’s leading position on the Brazilian freight
payment market. It marks a new step in the delivery of its
Beyond22-25 strategic plan, further expanding its Beyond Fuelactivities in Brazil.
With 30 years’ experience in the sector, Edenred Repom is theleader in the Brazilian freight payments market. Thanks to a
dedicated platform that centralizes freight-related payments,
Edenred Repom offers shipping and transportation companies anoptimal solution that integrates with their main transportmanagement system via an API (application programming
interface). Its easy-to-use mobile app allows truck drivers tomanage their trips from start to finish, access a vast network of
1,800 service stations in Brazil, and benefit from services such as
bill payment, money transfer, mobile top-up and virtual assistance.

1.1.4.3

1

Founded in 2015, PagBem is the third major player in the freight
payment market in Brazil. It leverages a cloud-based platform toprovide payment management solutions – for freight, tolls orbusiness expenses – that integrate all stakeholders, fromshipping and transportation companies to truckers. PagBem’s
platform allows transportation and shipping companies to easily
outsource and control freight deliveries, resulting in greater
efficiency, improved security and better control of activities. The
company has grown rapidly since its creation, more thandoubling its revenues over the last three years.
The combination of Edenred Repom and PagBem operations willallow the company to further leverage scale on the market,
serving more than 4,000 clients. Thanks to greatcomplementarity between both platforms and operations, thedeal will deliver significant synergies and increase Edenred’s
capacity to accelerate its penetration of the Brazilian freight
payment market.

Complementary Solutions€285m

in operating revenue

30

countries

Edenred offers more than 60 programs in corporate payments,
incentives and rewards, and public social program solutions. In
the Complementary Solutions market, Edenred operates in
30 countries.
Corporate Payment Services are a more efficient way to manage
financial flows between companies, traditionally done by check orbank transfer.
Since 2017, Edenred has developed a wide range of payment
services for businesses in response to growing demand forautomation and reduced transaction costs. Operating in Europe
and North America, the Group offers innovative solutions tomeet the specific challenges of certain sectors.
A global specialist in earmarked payments, Edenred leverages
the technological expertise of its Edenred Payment Solutions
issuance and authorization platform, which processes large
volumes of digital transactions on its behalf. Edenred can rely
consistently on its expertise in issuing virtual cards, managing
digital accounts and executing bank transfers, as well as its knowhow in terms of payment regulations. This enables it to provide its
services to European players specializing in deferred or
fractional payments, such as Oney and Pledg.

Edenred also operates in the United States, where over 40% of
supplier payments are still made by check or in cash. Edenred isat the forefront of the digitalization of the US business‑to‑businesspayments market. Its innovative solutions have been adopted bymajor players such as Citi and Sage. In October 2022, Edenred
rounded out its services offering in North America with theacquisition of IPS, a pioneer and leader in invoice processing
automation. By combining supplier invoice processing andpayment automation, Edenred aims to offer its clients an
integrated end-to-end solution that further simplifies andstreamlines the management of the entire accounts payable
process.
The Group has also developed Edenred salary card solutions,which contribute to the financial inclusion of the most vulnerable
employees. In the United Arab Emirates, for instance, 1.8 million
unbanked or underbanked workers now have access to financial
services, allowing them to receive their wages regularly andsecurely (they were previously paid in cash), withdraw cash, makein-store, online and mobile payments, and transfer money abroad.
Users can even take advantage of a salary advance insurance
service in case of loss of employment.

Edenred — 2023 Universal Registration Document25

1

Presentation of the GroupA Group with a 60 year history

Edenred is also developing public social programs, particularly in
Africa. For example, under the impetus of President Paul Biya,
Cameroon has become the sixth African country to entrust
Edenred with the distribution of agricultural subsidies. Now
100% digital, Agri Edenred is an earmarked payment solutionthat guarantees the immediate and secure allocation of subsidies

1.1.5

via a virtual voucher downloadable onto a smartphone. Thee‑voucher can then be used by the beneficiary to purchaseagricultural inputs (seeds, fertilizers) from approved sellers. 2022
saw the launch of a pilot phase among 10,000 farmers in the
Moungo region. By 2025, the project will cover 600,000 eligible
coffee and cocoa farmers in Cameroon.

Solutions serving a changing working world

Edenred operates in largely underpenetrated markets, which arebeing shaped by the changing expectations of people at workand society as a whole and by the digitalization of distribution
channels. This positioning significantly increases the number ofcompanies in Edenred's addressable market and reduces the user
acquisition cost.
The growth drivers in the Benefits & Engagement market primarily
include economic formalization, intensifying urbanization, theemergence of a middle class and the increasing contribution of
the services sector to the local economy. Demand is also being
led by the rising number of women in the workplace, aging
populations in developed countries, as well as overall population
growth in emerging economies, as well as aspirations for a better
work-life balance.

The Mobility market is benefiting both from employee demand
for more mobility and from the need for companies to manage
business expenses more effectively and improve theirtraceability, while reducing costs and optimizing the time spent
managing them.
Complementary Solutions enable Edenred to offer acomprehensive range of solutions to companies and local
authorities, particularly the Corporate Payment Services that
help companies transfer and receive funds more efficiently andsecurely. Incentive & Rewards solutions respond to companies'
growing need to find ways of retaining and motivating theiremployees. Lastly, Public Social Program solutions support
governments and local authorities in their efforts to combat
informal employment and tighten control over the distributionof assistance, while also increasing the purchasing power of theirconstituents.

1.2

A Group with a 60 year history

1.2.1

Pre-2010: creation and development of Accor services

1962-1980: from an original idea to an effective business model
1962

1967

Following the launch of the original luncheon voucher concept in
the United Kingdom in 1954, the Jacques Borel International
Group set up a new company, Crédit-Repas, and created Ticket
Restaurant®, France's first meal voucher.

Legislation was adopted creating a legal regime for meal vouchers
in France (government order no. 67-830 dated September 27, 1967).

1970-1980
The Ticket Restaurant® formula was exported to Brazil, Italy,
Belgium, Germany and Spain.

1980-2010: geographic expansion and diversification of solutions
1982

2000-2010

Novotel SIEH acquired Jacques Borel International, which was
the world's leading meal voucher issuer at the time. The following
year, Novotel SIEH-Jacques Borel International was renamed Accor.

From the early 2000s, the Group pursued a strategy of acquiring
local Benefits & Engagement providers.

1982-2000
Accor embarked on a strategy to diversify the benefits &engagement offer for businesses, starting in Mexico with thecreation of the Ticket Alimentación food voucher in 1983. Thiswas followed, in 1989, by the introduction of Childcare Vouchers
in the United Kingdom and, in 1995, by Ticket Culture vouchers inFrance.
During this period, the Group continued to expand in other
European and Latin American countries.

26

2023 Universal Registration Document — Edenred

Starting in 2006, the Group expanded its business portfolio,
particularly by acquiring providers of Fleet & Mobility andIncentive & Rewards solutions.
At the same time, the Group completed acquisitions in thetechnology sector and prepared to transition from paper todigital solutions, mainly through the acquisition of 67% of PrePay
Technologies, which became PrePay Solutions (renamed
Edenred PayTech in 2023).

Presentation of the GroupA Group with a 60 year history

1.2.2

1

2010 to today: establishment of the Edenred groupand creation of a world leader

2010: establishment of the GroupOn June 29, 2010, the Extraordinary General Meeting of Accor shareholders approved the demerger of the Hotels and Services
businesses, leading to the establishment of Edenred, listed on Euronext Paris and part of the SBF 120 index (Edenred also joined the
CAC40 index on June 19, 2023).

2010-2015: continued development and start of the digital transition
Edenred expanded its geographic footprint in its core Benefits &Engagement business, notably through the acquisition of Barclay
Vouchers, Japan's only meal voucher issuer, in 2012, and Big
Pass, a Colombian Benefits & Engagement operator, in 2013.
The Group also moved into Mobility in Europe, with the 2015
acquisition of a 34% stake in UTA, a key player in the European
fuel card market.

At the same time, Edenred began the shift to paperless programs toaddress the new business and product opportunities opened upby the digital transition. Thanks to this proactive approach and to
regulatory and technological developments, paperless solutions
represented more than 65% of Group issue volume in 2015.

2016-2023: sustainable and profitable growth
2016-2019 – Fast Forward
In October 2016, Edenred implemented a new strategic plan,
Fast Forward, whose aim was to speed up the Group'stransformation by 2019, while laying the foundations for new
sources of sustainable and profitable growth.
This plan was based on the Group's unique expertise, acquired
over 50 years in Benefits & Engagement, and successfully
extended to expense management.
It would allow the Group to develop innovative new solutions in thefield of Corporate Payments, destined to become the Group's third
growth engine:• operating in structurally expanding ecosystems, the Group
aimed to continue unlocking the strong growth potential they
offer, by leveraging the growth opportunities resulting fromincreased digitalization of Benefits & Engagement solutions inorder to develop new services and reinforce Edenred's
leadership;• becoming a global leader in the Expense Management market,
notably by leveraging the acquisition of Embratec in Brazil in2016 and by acquiring a controlling interest in UTA in 2017;• capitalizing on the Group's technological expertise andknow‑how to develop value-added solutions for new B2Btransactional ecosystems such as Corporate Payments.

2019-2022 – Next Frontier
In October 2019, Edenred unveiled a new strategic plan called
Next Frontier, leveraging the unique nature of the Group's
platform model to transform Edenred into the everyday
companion for people at work.

Next Frontier was designed to unlock the full potential of
Edenred's unique platform model to generate further profitable
and sustainable growth, with three focuses:• expanding and strengthening Edenred's presence in existing
businesses, in still largely underpenetrated markets;• accelerating innovation as a driver of differentiation andsource of additional growth;• continuing to implement a strategy of targeted acquisitions
alongside robust organic growth.

2022-2025 – Beyond
The successful execution of the Fast Forward and Next Frontier
strategic plans has enabled Edenred to disrupt its businessmodel since 2016, positioning it as market leader today.
The Group intends to leverage to the full its unique global
platform advantage by developing a common approach in eachof its business lines based on three priorities:• Scale the Core: grow further in its existing markets, which arestill largely underpenetrated, notably by capitalizing on asegmented go-to-market strategy, and cross-selling andup‑selling in its client portfolio;• Extend Beyond: accelerate the Beyond Food, Beyond Fuel and
Beyond Payment strategies by launching and deploying morevalue-added services for its clients, partner merchants and users;• Expand in New Businesses: expand into promising new geographies,
such as the United States, the world's largest economy.

The platform model, coupled with the shift to digitalized processes
and pooled support services, gave rise to significant scale effects,
making it possible both to bring new solutions to market and to
swiftly, extensively and cost-effectively roll out innovation.

Edenred — 2023 Universal Registration Document27

1

Presentation of the GroupA Group with a 60 year history

1.2.3

Successful self-disruption since 2016

The successful execution of its successive strategic plans has
enabled Edenred to disrupt its business model since 2016,
positioning it as market leader today.
This self-disruption has been based on a four-pronged approach:• extension and diversification of its portfolio of solutions,focusing on high-potential markets;• technology leadership, enabling the creation of a unique, fully
digital platform;• an optimized go-to-market strategy accelerating market
penetration, particularly in the SME segment;• an ESG(1) commitment based on an ambitious CSR policy andvirtuous solutions.
The Group has considerably enhanced its business portfolio,
notably with numerous Benefits & Engagement solutions otherthan meal benefits (Beyond Food) and the development ofMobility solutions other than fuel cards (Beyond Fuel).

2015

These solutions meet the needs of companies and employees,
and are increasingly quick to adopt and easy to use. At the sametime, Edenred has invested increasingly heavily in its technology
assets to establish itself as an innovation leader. In still largely
underpenetrated markets, Edenred has also developed asegmented and optimized go-to-market strategy, enabling it tostrengthen its market leadership, particularly in the SME
segment. Lastly, a commitment to ESG lies at the heart of theGroup's transformation, as notably expressed through its Ideal
CSR policy launched in 2017 and reinforced by its solutions thatencourage more virtuous behaviors.
Edenred's financial results reflect the Group's successful scale‑up.
Thanks to its profound transformation, Edenred was able togenerate sustainable and profitable growth over the 2016-2023
period. In each of its businesses and geographies, the Group's
technology assets have been a key differentiating factor inoutperforming its markets and generating new sources of growth.

2023

2015-2023€2.5bnTotal revenue

×2.3€1.1bn€1,094bn

EBITDA×2.8€387m€425m(3)Net proﬁt,
Group share

€177m

×2.4
€905m

Free cash ﬂow

×2.9

€311m

12,000

Employees(1)

6,300

×1.9
-61%

% reduction
in GHG intensity(2)-21%(1) Internal and external employees of the Group.
(2) Reduction in greenhouse gas emissions per surface area for these stationary sources compared with 2013.
(3) Excluding the €158 million ADLC fine paid in 2021.

(1) Environnemental, social and governance.

28

2023 Universal Registration Document — Edenred

×2.9

Presentation of the GroupA global player operating in promising markets

1.2.4

1

Main business transactions over the past three years

Main acquisitions over the past three years• April 2023: Edenred extends its employee engagement
offering in Latin America with the acquisition of GOintegro.

• February 2022: Edenred strengthened its Beyond Fueloffering with the acquisition of Greenpass, an issuer of e-tollsolutions in Brazil.

• May 2023: Edenred accelerates the extension of its Benefits &Engagement solutions in the Employee Engagement arena byacquiring leading platform Reward Gateway.

• October 2022: Edenred expanded its Corporate Payment
invoice automation capabilities in the US with the acquisitionof IPS.

Joint ventures and alliances over the past three years• March 2021: Sage expanded its partnership with Edenredsubsidiary Corporate Spending Innovations to deliver a new
Vendor Payments offering in the United States.

• April 2022: UTA Edenred partnered with ChargePoint, aleading electric vehicle charging network provider in Europe
and in the USA.

• July 2021: Gecina, Europe's leading office real estatecompany, and Edenred, the world leader in specific-purpose
payment solutions, joined forces to make the lunchtime
experience more flexible for YouFirst brand clients, thanks to
the Ticket Restaurant®.

• September 2023: Edenred joins forces with PagBem toconsolidate its leading position on the freight payment market in
Brazil.

Main disposals over the past three years
None.
For more information about acquisitions, development projects and disposals in 2023, see Chapter 3, Note 2 to the consolidated
financial statements.

1.3

A global player operating in promising markets

1.3.1

Still largely underpenetrated markets

Edenred operates in markets that are still largely
underpenetrated and that therefore harbor significant growth
opportunities, reinforced by widespread adoption of new
behaviors.
Penetration rates for Edenred's historical businesses (mealvouchers in Benefits & Engagement and fuel cards in Mobility)

are between 30% and 35% worldwide. By developing a segmented
and optimized go-to-market strategy, Edenred has strengthened
its market leadership, particularly in the SME segment, where
penetration levels are much lower than among middle-market
companies and large corporates (around 5% to 10%).

Benefits & Engagement

Mobility

Corporate Payment Services

Addressed market, business volume

Addressed market, business volume

Addressed market, business volume

c. 70%

c. 30%

c. 65%€300bnc. 35%

Unpenetrated market

c. 90%€1,700bn

c. 10%~$10,000bn

Market penetration

Edenred's strategy of scaling its unique global platform advantage to the full has expanded its addressable markets. Thanks to thelaunch and deployment of more value-added solutions and services for its clients, partner merchants and users, Edenred's addressable
markets are now between 2.5 and 3 times larger than previously.

Edenred — 2023 Universal Registration Document29

1

Presentation of the GroupA global player operating in promising markets· Increased total addressable market
Benefits & Engagement

Mobility

Corporate Payment Services

Total addressable market: €1,000bn involumeTotal addressable market: €4,000bn in volume

Total addressable market: €25,000bn involume+Other (well-being,
health and mobility)€700bn+Fleet management€2,300bn+On-road services€200bn+B2B gifting€100bnUS B2B virtual cards (1)€10,000bn

Energy€1,500bn

Meal and food€200bno/w Edenred€19bn

o/w Edenred€14bn

o/w Edenred€9bn€1,700bn€300bnx3 total addressable market
vs. Edenred core
addressed market+US ACH(2)(3)€15,000bn

x2.5 total addressable market
vs. Edenred core
addressed market€10,000bn
x2.5 total addressable market
vs. Edenred core
addressed market

Edenred core business(1) Current virtual card number (VCN) market + Check payment to be converted into VCN.
(2) ACH: Automated clearing house.
(3) ACH payments not convertible into VCN but to be monetized through invoice automation.

1.3.2

Competitive environment and comparable public companies

The successful execution of the Fast Forward, Next Frontier and
Beyond22-25 strategic plans has strengthened Edenred's positionas market leader, enabling the Group to generate around 70% of
its operating revenue in markets where it is number one(1). Today,
Edenred is the world leader(1) in Benefits & Engagement, and theworld number three(1) in Mobility.
In each host market, Edenred has several competitors that vary
between its business lines and may be local, regional or global.
In most of its 32 host countries, Edenred’s Benefits &Engagement business competes with global players Pluxee andGroupe Up, as well as with regional and local providers such as
Alelo in Brazil, Bimpli in France, and ePassi in Finland.
On Mobility, Edenred's competitors are FLEETCOR and WEX,
two North American companies with operations worldwide, as
well as large regional players such as DKV, Eurowag and Radius inEurope. Edenred also competes with many local companies.
In Complementary Solutions, the Incentive & Rewards market
is extremely competitive in all countries. The booming Corporate
Payment Services segment is served by a large number ofplayers, including global groups such as FLEETCOR and WEX, andregional and local names like Avidxchange and BottomLine in the
United States.

(1) Source: Edenred.

30

2023 Universal Registration Document — Edenred

In addition, Edenred actively tracks strategic developments inadjacent markets and the start-up ecosystem, notably thanks tothe expertise of its in-house venture capital fund Edenred CapitalPartners and to its partnership with venture capital firm Partech
International.
Due to the Group's specific expertise, unique platform modeland broad geographic footprint, no direct comparison can bemade with any other single listed company. The peer group oflisted companies therefore comprises companies (i) whose
operations span some but not all of Edenred's business lines,
and/or (ii) which operate in different geographies. Pluxee is the
only listed company operating in the Benefits & Engagementbusiness. For Mobility, the other three listed companies are
FLEETCOR, WEX and Eurowag. FLEETCOR and WEX also do someof their business in the Corporate Payment Services market, as
does Avidxchange, a listed company specializing in this area.
Other comparable companies can be found in the payments
sector (Worldline, Nexi, MasterCard, Visa and Adyen), eventhough they operate universal payment solutions, unlike
Edenred, which specializes in specific-purpose payment solutions
and services.

Presentation of the GroupA global player operating in promising markets

Competing business line

Company

Main businessCountry of listing

Benefits & Engagement

PluxeeCorporate services

FranceMobility

Eurowag

Fuel cards and related services

United Kingdom

Mobility

FLEETCOR

Fuel cards and corporate payment services

United States

Mobility

WEX

Fuel cards and corporate payment services

United States

Payment solutions

Adyen

Payment systems

Netherlands

Payment solutions

Avidxchange

Corporate payment services

United States

Payment solutions

MasterCard

Payment systems

United States

Payment solutions

Nexi

Payment systems

Italy

Payment solutions

Visa

Payment systems

United States

Payment solutions

Worldline

Payment systems

France1.3.3

Main host countries

In France, solutions are offered in several categories:• Benefits & Engagement (79% of local operating revenue in 2023):
Ticket Restaurant, Kadéos, Ticket CESU, Télétravail Edenred;• Mobility (9% of local operating revenue in 2023): Ticket Fleet Pro,
La Compagnie des Cartes Carburant;• Complementary Solutions (12% of local operating revenue in 2023):
Kadéos, Ticket CESU, Ticket Service.
In 2023, operating revenue there totaled €348 million, representing
15% of Edenred’s operating revenue.

1.3.4

1

In Brazil, Edenred offers a large, diversified range of solutions:• Benefits & Engagement (47% of local operating revenue in2023): Ticket Restaurante, Ticket Alimentação, Ticket Transporte,
Ticket Cultura;• Mobility (48% of local operating revenue in 2023): Ticket Log,
Repom;• Complementary Solutions (5% of local operating revenue in 2022):
Ticket Pagamentos. Ticket Empresarial.
In 2023, operating revenue there totaled €455 million,
representing 20% of Edenred’s operating revenue.

An attractive financial profile

Thanks to Edenred's sustainable and profitable growth profile,the Group's business model can combine the characteristics of a
growth company with those of a group that has a solid financial
position. Edenred enjoys major operating leverage, low capitalintensity and a structurally cash-generative business model
thanks to its structurally negative working capital requirement,
since a large proportion of Edenred solutions are prepaid.

Edenred's financial model is set out in the diagram below:• total revenue came to €2.5 billion in 2023 and is made up of
operating revenue and other revenue:• operating revenue is primarily derived from the commissions
paid by corporate clients and partner merchants;• other revenue comprises interest earned from investing
the float, which corresponds to the negative working
capital requirement arising from the time between theloading of the payment instruments by corporate clientsand their reimbursement to the partner merchants;• EBITDA corresponds to total revenue less operating expenses(excluding depreciation, amortization and provisions). It stoodat €1,094 million for 2023.

Edenred — 2023 Universal Registration Document31

1

Presentation of the GroupA global player operating in promising markets

Benefits& Engagement

MobilityComplementary Solutions

Business volume

Business volume

Business volume
and transaction volume

×

Float(2)×Take-uprate (1)Take-uprate (1)Operating revenue
with business volume

Operating revenue
with business volume

Operating revenue
with business volume

+

+

+

Operating revenue
without business volume

Operating revenue
without business volume

Operating revenue
without business volume=
Otherrevenue+×

Take-uprate

Operating revenue=+=

Operating revenue+

Operating revenue

=

Total
revenue(1) For solutions generating an emission volume (preloaded solutions).
(2) The float corresponds to the portion of operating working capital from the preloading of funds by clients

Benefits & Engagement
The Benefits & Engagement business is unique in that it uses
pre‑loaded media that generate issue volume, which corresponds
to the total amount of pre-loaded funds given to users.

employee engagement platforms. In addition, a more marginal
source of revenue comes from the gains on lost or expired
vouchers.

Benefits & Engagement generate operating revenue, mainly
through commissions related to issue volume, received fromboth corporate clients and partner merchants. Operating
revenue also includes revenue generated without businessvolume, such as fees based on user numbers, particularly for

The time between the loading of the payment instruments by the
corporate clients and their reimbursement to the partner
merchants gives rise to a negative working capital requirement
that, less receivables, constitutes the majority of the float. Interest
earned from investing the float generates other revenue.

MobilityIn this business line, operating revenue generated by thesesolutions consists of different types of commissions received
from corporate clients and partner merchants. These include
per‑use commissions on fuel cards, whether as a percentage ofthe transaction amount, as a percentage of the fuel purchase,
per liter, or in transaction fees, as well as commissions on
non‑fuel expenditure (for vehicle maintenance, tolls, car washing,parking fees and VAT reimbursement).

Some Mobility solutions are pre-loaded, so that the investmentof the resulting float generates other revenue. Moreover, theperiod from which a client pays until the partner merchant isreimbursed generates a negative working capital requirement
at the Group level, providing an additional source of financing for
Edenred.

Complementary Solutions
Operating revenue from Complementary Solutions is primarily
derived from the commissions paid by clients (companies, local
authorities and public institutions) and partner merchants, inIncentive & Rewards solutions and Public Social Programs. It also
includes the revenue generated from employee users and gains
on lost or expired vouchers.

Edenred is developing new Corporate Payment Services too, which
also generate operating revenue both with and without businessvolume (interchange, monthly subscriptions, commissions pertransaction, commissions per amount spent, etc.).

A business model generating strong cash flows
Thanks to a sustainable and profitable growth profile and a structurally negative working capital requirement, Edenred generates
significant cash flows.

32

2023 Universal Registration Document — Edenred

Presentation of the Group
Strategy and 2024 outlook

1.4

Strategy and 2024 outlook

1.4.1

Strategy

1.4.1.1

A new market paradigm

Edenred's strategic plan for the 2022-2025 period, Beyond22-25, isa response to today's new paradigm shaped by a disruptive change
in work habits, the energy transition and the increasing
digitization of the economy. Through this plan, Edenred isseeking to further assert itself as a responsible player, promotingsocially, economically and environmentally virtuous solutions.

1

Edenred's digital solutions create purchasing power for
employees and provide employers with tools to increase
employee engagement. They encourage healthy eating andsupport economic players as they transition to cleaner forms oftransportation. They also generate business for our partner
merchants and drive greater efficiency for businesses.
Edenred's solutions have been made even more attractive amid
today's reduced purchasing power, war for talent and need forbetter control of fleet expenses.

1.4.1.2

Beyond22-25 – a strategic plan to make Edenred the everyday platform for people at work

Against this backdrop, Edenred is the everyday platform for people at work in larger markets.

Edenred, the everyday platform
for people at work in...
... employee beneﬁts and engagement... green B2B mobility... B2B payment and invoice processing
The Beyond22-25 strategic plan is designed to scale Edenred's platform advantage. It is also intended to leverage Edenred's uniquebusiness model, which is based on low B2B2C acquisition costs, high levels of user engagement and data monetization.
· A platform creating a competitive advantage for Edenred

Edenred platform advantage

Increase total
addressable market

Enrich businessmodel

New Beyond
services

More revenue

New client
segments (e.g., B2B2C)

Generatesustainable and proﬁtable
growth• Acquisition• Engagement• Monetization
Decreased costto serve

Edenred — 2023 Universal Registration Document33

1

Presentation of the Group
Strategy and 2024 outlook

Going forward, the Group will continue penetrating its markets,particularly the SME segment, and forming new partnerships to
distribute its solutions and aggregate third-party products on its
own platform. At the same time, Edenred plans to further
increase user engagement, thanks to a widespread mobile-first
approach and the extensive use of satisfaction measurement
tools. Lastly, the Group aims to step up sales of its data-powered
solutions and services.

An efficient business model

Acquisition

B2B2C: bulk user
acquisition
through companies

Engagement

B2B2C activation• Addressing daily
essential needs• Monthly walletloading

Monetization

1.4.1.3

Speciﬁc purpose
Network eﬀect

A plan built around three priorities:

Edenred operates in markets that are still largely
underpenetrated and that therefore harbor significant growth
opportunities, reinforced by widespread adoption of new
behaviors. Against this backdrop, the Group intends to leverageto the full its unique global platform advantage by developing acommon approach in each of its business lines based on threepriorities:• Scale the Core: grow further in its existing markets, which arestill largely underpenetrated, notably by capitalizing on asegmented go-to-market strategy and increasing user
monetization;• Extend Beyond: accelerate the Beyond Food, Beyond Fueland Beyond Payment strategies by launching and deploying
more value-added services for its clients, partner merchantsand users;• Expand in New Businesses: expand into promising new
geographies, such as the United States, the world's largest
economy.
In the larger addressable markets within each of its businesslines, Edenred is ideally positioned to seize new growth
opportunities thanks to its enriched business model.

Benefits & Engagement

MobilityComplementary Solutions

ExpandExpand in New
Businesses, e.g.,• Incentives and rewards• US employee beneﬁts
and engagement

Expand in New
Businesses, e.g.,• B2B2C mobility•US light ﬂeet

Expand in New
Businesses, e.g.,• Ticket Xpress in Asia
• Agri Africa

BeyondBeneﬁts platform, e.g.,• New beneﬁts
aggregation• From beneﬁts platform
to engagement platform

Fleet management, e.g.,• Tolls• Maintenance• Advanced ﬂeet management

Accelerate the
Beyond Payment strategy, e.g.,• Invoice automationCore

Meals andfood, e.g.,• Increased
penetration• Product leadership

Energy, e.g.,• Increased
penetration• Product leadership• EV charging

Core Market, e.g.,• Accounts
payable• Ticket Xpress

1.4.1.4

A unique and flexible digital platform

To execute its strategic plan, Edenred can leverage its unique and flexible digital platform, which has been the object of increasing capital
expenditure. For example, the Group has invested close to €2.4 billion since 2016 to improve its global technology assets, guarantee systemsoundness and security, and increase Edenred's capabilities in new segments such as data science and advanced automation.

34

2023 Universal Registration Document — Edenred

Presentation of the Group
Strategy and 2024 outlook· Total technology spend(1) (in €m)

The platform is a truly differentiating technology asset and will
be used to enable the Group to aggregate, orchestrate anddistribute a wider range of B2B2C services, incorporating
third‑party solutions into the mix and extending the reach of
Edenred solutions through indirect distribution channels.

486
385

252

263

301

1

It comprises four layers to ensure that solutions are relevant at
the local level and that new developments can be scaled.

€2.4bnof cumulative
expenditure in
2016-2023

3,000
tech employees(2)

2019

2020

2021

2022

2023

(1) Capital expenditure.
(2) Internal and external employees of the Group.

· A platform combining local relevance and global scale

Experiences forstakeholders
Businessapplications

Local
relevance

Connectivity

Digital services

1.4.1.5

45 countries

Distribute third-party
solutions and be
distributed by partner
platforms

3

Scaling
Infrastructure

250+ speciﬁc-purpose
payment programs inbusiness lines

Beneﬁts& Engagement

MobilityComplementary
SolutionsA strategy of targeted acquisitions to enrich the Group's portfolio of solutions

Building on its sound financial position, low level of debt andstrong cash flow generation, Edenred intends to seize external
growth opportunities while maintaining its Strong Investment
Grade(1) rating. At the end of 2023, the Group had M&A firepowerof more than €2 billion. The Group will therefore target
opportunities in line with the strategic ambitions of its
Beyond22-25 plan – namely Scale, Extend and Expand – within its
three business lines:• in Benefits & Engagement: make bolt-on acquisitions toconsolidate its position as world leader in this market andcontinue to enrich its Beyond Food solutions beyond organic
development;• in Mobility: make bolt-on acquisitions to consolidate its market
position in the various regions in which it operates and continue
to extend its Beyond Fuel range of value-added services tobecome the global platform for greener B2B mobility;• in Complementary Solutions: develop Corporate Payment
Services by targeting new segments and expanding its
offering along the value chain.

(1) Strong Investment Grade: S&P rating.

Edenred — 2023 Universal Registration Document35

1

Presentation of the Group
Strategy and 2024 outlook

1.4.1.6

Bigger financial ambitions

The Beyond22-25 strategic plan will drive sustainable and profitable growth and generate high levels of free cash flow over the 2022-2025
period. It is underpinned by an ambitious financial trajectory with higher annual financial targets than for the previous plan:

Medium-term annual targets (2022-2025)

Biggerﬁnancial ambitions

Annual like-for-like
EBITDA growth>+12%vs. > +10% in
Next Frontier19-22

Annual free cash ﬂow/EBITDA
conversion rate(1)>70%vs. > +65% in
Next Frontier19-22(1) Based on constant regulations and methods.

Based on these targets, Edenred aims for total revenue of around €5 billion by 2030.

1.4.1.7

A sustainable development policy and a commitment to net zero carbon by 2050

Edenred has also placed ESG at the heart of its Beyond22-25 plan,announcing an acceleration in its extra-financial commitments.
In line with SBTi targets, the Group has committed to net zerocarbon by 2050(1). It has also stepped up the objectives of its Ideal
CSR policy, with the aim of becoming, by 2030, an employer ofchoice and a true Company for Good through its solutions thatencourage more virtuous and responsible behaviors.

In this way, Edenred has confirmed that its operating strategy isbuilt around an integrated Sustainable Development policy,
which is based on the following three groups of commitments,
each with a dedicated action plan to ensure proper
implementation:•••: employer of choice;: net zero carbon by 2050;: Company for Good.

These three areas and the quantitative targets for each of its
medium- and long-term commitments are presented in the threecorresponding sections in Chapter 5 "Non-financial performancestatement".

1.4.1.8

A balanced capital deployment policy

The Group will pursue an ambitious capital deployment policy
over the 2022-2025 period based on a virtuous balance between
technology investments, acquisitions and shareholder returns,
while reaffirming its commitment to maintaining a Strong
Investment Grade rating.

At the same time, Edenred intends to seize external growth
opportunities in line with the strategic ambitions of the
Beyond22-25 plan, subject to meeting stringent financial criteria.
These acquisitions will provide the Group with an additionalsource of value creation.

Edenred plans to continue investing in its platform to fuel theGroup's sustainable and profitable growth and maintain its
technology leadership. It expects annual investment spend torepresent between 7% and 8% of total revenue.

Lastly, the Beyond22-25 plan will see the Group pursue a policy of
progressive dividend growth over the period, resulting in an
increase in absolute value each year.

1.4.1.9

Robust financial position

Edenred enjoys a robust financial position with a high level ofliquidity and a solid balance sheet. Edenred has been rated “A-“with a stable outlook by rating agency Standard & Poor’s sinceApril 24, 2023, a strong investment grade rating. This is an
upgrade compared with the 2022 BBB+ rating.

(1) Science Based Targets initiative, including scopes 1, 2 and 3a.

362023 Universal Registration Document — Edenred

The cost of the Group's debt was 3.4% at end-2023
versus 2.2% in the prior year, a rise of 1.2 percentage points
notably due to higher interest rates in the euro zone.

Presentation of the Group
Highlights in 2023

1.4.2

1

2024 outlook

On the strength of its record-breaking performance, the Group is
confident as it moves into 2024, and expects to see continued
strong business growth in all regions and all business lines.
Edenred will continue to roll out its Beyond22-25 strategy, fully
leveraging its B2B2C digital platform model.
In particular, Edenred will capitalize on its strong businessmomentum to further develop its offering in still largely
underpenetrated markets, notably in the SME segment. The Groupwill continue to generate sustainable and profitable growth.

Thanks to a high cash flow generation, Edenred will continue toinvest in order to strengthen its technology leadership and fuelits innovation strategy. Edenred also plans to seize M&A
opportunities to support the three development priorities of its
Beyond22-25 plan in each of its business lines, boosted by morethan €2 billion in investment fire power.
Lastly, Edenred confirms the targets set out in its Beyond22-25
strategic plan for 2024, namely:• Like-for-like EBITDA growth >+12%;• Free cash flow/EBITDA conversion rate >70%(1).

1.5

Highlights in 2023

Stock markets• Edenred joins the Euronext CAC40 index (press release
dated June 8, 2023).
Edenred joined the CAC 40, the Paris Stock Exchange's
benchmark index. The decision was made by Euronext Paris’
Expert Indices Committee and took effect on June 19, 2023.
Edenred’s inclusion in the CAC40 index is recognition of theGroup’s stock market performance since its IPO following thedemerger of the Accor group’s Services activities on July 2,
2010. After radically disrupting its business model, Edenred
has today become the everyday platform for people at work,
operating in 45 countries. This transformation has resulted insustainable and profitable growth, enabling Edenred to reach
new scale, with its main business and financial indicators (total
revenue, EBITDA, net profit, free cash flow) doubling
between 2016 and 2022. Over the same time, its market
capitalization has more than tripled, from €4.4 billion at theend of 2015 to €15.2 billion on June 8, 2023.

• Edenred joins the Euronext Tech Leaders initiative dedicatedto leading, high-growth tech companies (press release dated
June 15, 2023).
Edenred’s membership of the initiative firstly marks recognitionof Edenred’s top-tier positioning, as 70% of its revenue isgenerated in markets where the Group is market leader. It also
testifies to the success and extent of its technologicalleadership.
As a Euronext Tech Leader, Edenred will benefit from a large
suite of services developed by Euronext and its partners. For
example, the Euronext Tech Leaders initiative offers access toa rich ecosystem dedicated to the tech sector, including alarge and international investor base. The Euronext Tech
Leaders initiative complements Euronext’s tech ecosystem,
which is designed to strengthen the European tech sector andact as a catalyst for the next generation of tech leaders.
Euronext’s tech ecosystem brings together over 700 techcompanies and more than 920 alumni of its pre-IPO programs,
as well as investors.

Acquisitions• Edenred extends its Employee Engagement offer in Latin
America with the acquisition of GOintegro (press release
dated April 20, 2023).
Edenred has announced the signing of an agreement toacquire 75% of the share capital of GOintegro, a Latin
American provider of a SaaS employee engagement platform.
GOintegro offers a broad range of engagement solutions,designed to help companies enhance their organizational
culture and be an employer of choice in attracting andretaining talents. The acquisition of GOintegro illustrates
Edenred’s ambition – set out in the Beyond22-25 strategic plan –to be the everyday platform for people at work, notably byextending the scope of its portfolio. Through the integrationof GOintegro’s modular employee engagement platform,
Edenred broadens its offer and strengthens its position as aleader in the Latin America benefits & engagement market.

(1)• Edenred accelerates the extension of its Benefits &Engagement solutions in the Employee Engagement arenaby acquiring leading platform Reward Gateway (press
release dated May 16, 2023).
Edenred has acquired 100% of the share capital of Reward
Gateway, a leading Employee Engagement platform withstrong positions in the UK and in Australia, and also present in
the United States. Reward Gateway offers a unified suite ofsolutions ranging from employee savings, rewards &recognition to well-being and corporate social animation,
empowering Human Resources departments to build the rightcombination of engagement tools.
Reward Gateway is a fast-growing company that has
successfully built a strong, highly profitable and sustainablebusiness model. This £1.15 billion acquisition, which values
Reward Gateway at a 23rd EV/EBITDA multiple of 20x, is amajor milestone in Edenred’s Beyond22-25 strategic plan. By
consolidating Reward Gateway’s strong leading positions andextending its geographical scope in selected key countries,
Edenred will accelerate the strengthening of its Benefits& Engagement value proposition in line with its mission
to become the most trusted global employee Benefits& Engagement platform.

Based on constant regulations and methods.

Edenred — 2023 Universal Registration Document37

1

Presentation of the Group
Highlights in 2023

Partnerships• Edenred joins forces with PagBem to consolidate its
leading position on the freight payment market in Brazil(press release dated September 19, 2023).
Edenred, the leading provider of Mobility solutions in Latin
America, has announced the signing of an agreement with
PagBem whereby both companies will combine their Brazilian
freight payment assets. Edenred owns around 70% of themerged activities, with the remainder owned by PagBem’s
current shareholders.

The combination of Edenred Repom and PagBem operations
will strengthen Edenred’s market leading offer and allow thecompany to further leverage scale on the market, serving morethan 4,000 clients. Thanks to great complementarity between
both platforms and operations, the deal will deliver significant
synergies and increase Edenred’s capacity to accelerate its
penetration of the Brazilian freight payment market.

Debt• Edenred successfully issues €1.2 billion in dual-tranchebonds (press release dated June 6, 2023).
Success of a dual-tranche bond issue for a total amount of€1.2 billion. The issue consists of a €500 million tranche with amaturity of 3.5 years and a €700 million tranche with amaturity of 8 years, both with a coupon of 3.625%.
This new bond issue will be used to finance a significant part ofthe £1.15 billion acquisition of Reward Gateway, which was
fully paid in cash by Edenred, and financed by €0.3 billion

available cash at hand as well as a €1.0 billion bridge loan. As
explained when the acquisition was announced on May 16,
2023, the bridge loan was to be refinanced later on the debt
capital markets. Based on a high subscription of the bondissue and favorable long-term financing conditions, Edenred
decided to raise an additional €200 million versus the exactrefinancing of the €1.0 billion bridge loan, taking thisopportunity to further strengthen its financial resources andextend the average maturity of its debt.

Governance• Appointment to the Executive Committee (Press release
dated January 25, 2023)
Diane Coliche is appointed Chief Operating Officer of Mobility
and joins the Group's Executive Committee. Diane Colichebegan her career in 2000 as an investment banking analyst at
Morgan Stanley, where she spent 10 years between Paris andLondon advising clients on mergers & acquisitions and capital
market transactions. In 2010, Diane joined the Casino Group as
Director of Corporate Development and Mergers &Acquisitions, where she helped develop the Group’s business in
Colombia and Uruguay. Diane became Chief Financial Officerof the Monoprix Group in 2017, before being appointed Chief
Executive Officer in 2019. In this position until 2022, she led adeep transformation of the omnichannel strategy of various
Monoprix brands (Monoprix, Naturalia, Sarenza).
Diane has also been a Board Member of Rocher Participations(Yves Rocher Group) since 2019.
• Edenred’s 2023 General Meeting approves all resolutions(press release dated May 11, 2023).
The Combined General Meeting of Edenred shareholders washeld at Comet Bourse, 35 rue Saint-Marc, 75002 Paris, under
the chairmanship of Bertrand Dumazy, Chairman and Chief
Executive Officer. Shareholders who were unable to attend the
Edenred General Meeting in person were able to watch it live
online in French or English thanks to a special system in place
for the second consecutive year. The quorum stood at 84.58%.
The General Meeting adopted all the resolutions proposed by the
Board of Directors, notably the payment of a dividend of €1.00
per share in respect of 2022, entirely in cash, with an ex‑dividend
date of June 7, 2023 and a payment date of June 9, 2023.
The composition of the Board of Directors remained unchanged
at the close of the General Meeting, as no directors' terms ofoffice expired and no new appointments were proposed.

38

2023 Universal Registration Document — Edenred• Co-option to Edenred’s Board of Directors (press release
dated October 16, 2023).
At its meeting on October 13, 2023, the Board of Directors, on
the recommendation of the Compensation, Appointments
and CSR Committee, co-opted Nathalie Balla as a director of
Edenred, with effect from October 16, 2023. According to theBoard of Directors’ independence criteria, which are based on
the AFEP/MEDEF Code, Nathalie Balla is considered to be an
independent director. Nathalie Balla has been co-opted toreplace Françoise Gri, who has resigned after 12 years as anindependent director.
• Appointment to Edenred's Executive Committee (Press
release dated December 19, 2023).
Constance Le Bouar has been appointed Executive Vice
President, Strategy & Performance, and joins the Group’s
Executive Committee as of December 19, 2023. Since 2021,
Constance Le Bouar has been Strategy & Development
Director for the Edenred Benefits & Engagement business line.
As Executive Vice President, Strategy & Performance, Constance
Le Bouar will oversee Edenred’s strategic and performance
initiatives. She will lead the Group’s transformation programs
aimed at expanding Edenred's transversal capabilities acrosscustomer experience, business excellence and innovation. She
will orchestrate the execution of the Beyond22-25 strategic planacross Edenred’s three business lines, emphasizing a platformbased operating model focused on acquisition, engagement
and monetization.

Presentation of the Group
Highlights in 2023

1

Innovation• Edenred wins award at 2023 Grands Prix de la Data (newsdated March 21, 2023).
On March 9, 2023, the Group won the silver trophy at the 6th editionof the ceremony. Each year, the Grands Prix de la Data
highlight the most relevant customer experience/relationshipsystems, where data enhances creativity and efficiency.
In 2023, Edenred was rewarded for its digital assistant TED,
based on artificial intelligence. This solution developed in Brazil
makes it possible to optimize the daily tasks of fleet managers,
notably by helping them to choose the most efficient type offuel for their vehicles. TED can also locate service stations withthe best prices – and plan out a route that reduces fuel costs
and carbon emissions.
• Edenred Capital Partners supports Emblem’s seed venture
capital fund to gain exposure to the Nordics tech scene(press release dated March 22, 2023).
Emblem announced a €50 million first close of their€75 million seed fund. The fund will actively support
early‑stage companies in Copenhagen, Stockholm and Paristhroughout their critical first two years. As an investor in thefund, Edenred Capital Partners will gain exposure andknowledge from the Nordic innovative tech scene. Edenred
Capital Partners (ECP) supports Emblem’s seed venture capitalfund, backing early-stage founders in Copenhagen, Stockholm
and Paris, strengthening ECP’s ties in the Nordics. The deal willallow ECP to access new investment and networking

opportunities, as well as to identify market trends in ECP’score investment themes. Despite being a generalist fund,
Emblem will tend to focus its investments on B2B SaaS
companies within the future of work, Fintech & marketplaces
themes.
• Edenred partnered with Tomcat to accelerate its
open‑innovation process and shape the future of work(press release dated September 28, 2023).
Through this investment, Edenred is accelerating its
development and diversification strategy. The Group will gain
access to the market intelligence gathered by the fund’s
teams, as well as to the pool of innovative startups incubatedwithin the Tomcat ecosystem, including in the field of the“Future of Work”. This will provide an unparalleledopportunity to identify future partners to enrich the portfolioof services offered on Edenred’s digital platform. Founded in
Paris in late 2020, Tomcat is a business accelerator and venture
capital firm geared toward early-stage startups (pre-seed,
seed, Series A), with B2B and B2B2C business models (SaaS,
marketplace, e-commerce). Its principal investments are in
Fintech (with stakes in Abby, Caravel and BuyBox, forexample), HRTech (Likeo, ASAP, Wenabi), Mobility (HeexTechnologies, TicTacTrip and MondayCar) and FoodTech(Dood). Just over two years after its creation, Tomcat alreadyboasts an impressive track record, with over 40 start-ups
supported, more than 15 of which have already raised seed,
Series A or Series B funding.

Social responsibility• Edenred confirms its place in the 2023 S&P Global Sustainability
Yearbook (news of February 16, 2023).
S&P Global has published the 2023 edition of its Sustainability
Yearbook, a global ranking of companies in terms ofsustainable development, established on the basis of the
Corporate Sustainability Assessment carried out in 2022.
Following the assessment, Edenred obtained a score of 72/100,
improving its performance by two points compared to theprevious year.

• Edenred wins the 2023 Trophée de l’Immatériel in the
CAC40 category (news dated December 11, 2023).
This distinction, awarded on December 6, 2023 by theObservatoire de l’Immatériel, is further recognition of Edenred’scommitment to sustainable growth, at the heart of the Group’s
raison d’être: “Enrich connections. For good."

Only 708 of the 7,800 participating companies made their way
into the Sustainability Yearbook, through the evaluation ofenvironmental, social and governance criteria.

Subsequent events
On February 20, 2024, Edenred Italia s.r.l. was served notice by
the Italian public prosecutor in Rome of administrative
proceedings launched against it. Criminal proceedings have also
been launched against four current and former executives of thecompany in the same matter relating to a call for tenderlaunched in October 2019 by Consip, the Italian government
procurement agency. Edenred Italia s.r.l. is accused of not having
complied with the rules of this call for tender. Around €20 million
has been seized, which, according to the public prosecutor, isthe maximum amount that Edenred Italia s.r.l. could be ordered
to repay at the end of the proceedings. Edenred Italia s.r.l. is
working with the Italian legal authorities to provide all necessary
explanations during this investigation, and remains confident
about its outcome.

• Edenred strengthens its Benefits and Engagement portfolio
in Brazil with the acquisition of RB, a best-in-class platformin employee transport benefits (press release dated
February 27, 2024).
Edenred announced the signing of an agreement to acquire
100% of RB, a best-in-class platform in employee transport
benefits in Brazil. In addition to managing and issuing transport
cards, RB distributes third-party meal & food benefits.
This acquisition strengthens Edenred Benefits & Engagement
offerings in Brazil, beyond meal and food solutions. With anenhanced value proposition in employee mobility and astronger focus on the SME segment, the acquisition fosters
the Group’s ability to further penetrate the Brazilian benefits
market, while generating significant synergies. The transaction
is expected to be EBITDA and EPS accretive on year 1.

Edenred — 2023 Universal Registration Document39

1

Presentation of the Group
Regulatory environment• Edenred accelerates in eMobility with the acquisition of
Spirii, a European SaaS platform dedicated to EV charging
solutions (press release dated February 27, 2024).
Edenred announced the signing of an agreement to acquire
Spirii, a fast-growing SaaS platform located in Copenhagen,Denmark, offering a broad range of EV charging solutions in
Europe. Through proprietary technology and a strong partner
network, Spirii covers the whole EV charging value chain byoffering a cutting-edge EV charging management platform
and an intuitive end-user charging and roaming app in addition
to turnkey charging solutions.

• Edenred announces the launch of a share buyback program(press release dated March 8, 2024).
Edenred announced its decision to launch a share buyback
operation, for a maximum amount of €300 million over a
period between mid-March, 2024 and March 31, 2027. The
shares bought back will be canceled. This operation
demonstrates Edenred's confidence in its potential for value
creation and reflects the Group's solid financial structure andstructural capacity to generate cash.

Through this acquisition, Edenred will be extending its offer tofleet managers, providing them with a best-in-class end-toend EV charging solution. Edenred thereby affirms its
ambition to stand out as the partner for fleet managers,
helping them to manage their fleets, whether they consist of
combustion engine, hybrid or electric vehicles. This is in linewith Edenred strategy aiming at fostering the transition to EV.

1.6

Regulatory environment

1.6.1

Income tax and payroll tax rules

1.6.1.1

Overview

Benefits & Engagement solutions are exempted from income tax
and/or payroll taxes as part of government strategies toencourage their use as an instrument of social policy. To ensure
the effectiveness of this incentive system, strict rules govern the
allocation and use of these solutions, particularly regarding theemployer's contribution and role, the eligible beneficiaries andhow the benefits may be used.

tickets or investment of the float (corresponding to the cash
received from clients for prepaid services that has not yet been
reimbursed to partner merchants). This is the case in France andRomania, for example (see section 2.1.4 "Liquidity and financial
resources" and section 3.2.6, Note 4.7).

In some countries, companies have to be licensed to operate in
the Benefits & Engagement market. They may also be subject tolegal and regulatory requirements governing the issue of digital

The regulatory environment is illustrated in the following
sub‑sections by a description of the legislation applicable to mealvouchers in France and Brazil.

1.6.1.2

Regime applicable in France

Rules governing the allocation and useof meal vouchers
The allocation of meal vouchers by an employer is governed by aset of rules that include the following:• the vouchers may only be allocated to company employees(including interns, in accordance with Article L.124-13 of theFrench Education Code;• all employees of the company must be allocated voucherswith the same face value. However, an employer can choose
to allocate meal vouchers only to selected employees,
provided that the selection criteria are non-discriminatory;• employees can only receive one voucher per meal eaten
within their daily working hours (part-time employees
therefore receive a meal voucher when their working hours
include time set aside for a meal).
The use of meal vouchers by employees is also governed by a setof rules that include the following:• employee users may use the vouchers to pay for theirrestaurant meal or the purchase of a ready-meal, dairy products

40

The Mobility business line is not affected by the existence of
these kinds of exemptions.

2023 Universal Registration Document — Edenredor fruit and vegetables up to a daily limit of €25. Partner
merchants are not allowed to give any money back on paper
voucher payments, while paperless vouchers allow employees
to pay merchants the exact amount of the transaction. Law
no. 2022-1158 of August 16, 2022 on emergency measures toprotect purchasing power temporarily authorized the use ofmeal vouchers to purchase any food products, whether they are
ready to eat or not, until December 31, 2023 and was renewedin 2024;• meal vouchers cannot be used on Sundays or public holidays,
unless an exception is made by the employer exclusively for
employees working on those days. For paper vouchers, thisdecision is to be explicitly stated on the voucher itself. For
paperless solutions, the issuer sets up an automatic function toprevent the use of meal vouchers on Sundays and public holidays,
other than in the event of the above-mentioned exceptions(Article R.3262-1-2 of the French Labor Code (Code du travail)).

Presentation of the Group
Regulatory environment

Aside from persons and organizations working as restaurant
owners or greengrocers, the only merchants that can accept mealvouchers are those accredited by France's Commission Nationale
des Titres Restaurant (CNTR).

Employer and employee benefits
Meal vouchers are financed jointly by the employer (or in some cases
the social and economic council) and the employee. The
employer's contribution (plus – for the calculation of the ceilings
below – any contribution by the social and economic council)
cannot represent less than 50% or more than 60% of thevouchers' face value. The employer's contribution is exempt
from employee and employer social security contributions
provided that it does not exceed a certain ceiling, which isadjusted each year. The adjustment is made in line with the

1.6.1.3

1

consumer price index (excluding tobacco) during the 12 months
to October 1 of the year preceding the year the meal vouchers
are acquired, rounded, if applicable, to the nearest cent(Article 81, 19° of the French General Tax Code – Code général desimpôts). This exemption ceiling is €7.18 for 2024. The employer
is free to contribute more than this amount, provided that the
50% and 60% minimum and maximum limits mentioned above areadhered to. In this case, only the fraction of the contribution inexcess of the exemption ceiling is added back for the purpose of
calculating the basis of assessment of social security contributions.

Tax benefits for employees
Meal vouchers represent tax-free income for the employee user,
as the portion of the face value paid by the employer within thelegal limits is exempt from personal income tax.

Regime applicable in Brazil

According to the Brazilian food and meal vouchers law (Labor
Food Program – PAT – Law n° 6321 of April 14, 1976), there are
two types of food-related vouchers in Brazil: meal vouchers (valerefeição) and food vouchers (vale alimentação). Meal vouchers
may only be used in restaurants, fast-food outlets and similar,
while food vouchers may only be used in supermarkets, grocery
stores and similar. These two types of vouchers are notinterchangeable.
Companies that want to give meal or food vouchers to theiremployees have to register with the Brazilian Labor Ministry.
They can decide to give the vouchers to selected employees only,
provided that all employees who are paid less than five times
the minimum wage are included.
As in France, part of the vouchers' face value is financed by theemployer and part by the employee. The employee's contribution
cannot exceed 20% of the face value and, in practice, employers
generally finance the total amount. Meal vouchers are totally taxexempt for both the employer and the employee. For large
companies, in addition to being exempt from payroll taxes, which
in Brazil can represent up to 100% of gross fixed pay, the1.6.2

Other regulations

1.6.2.1

Within the European Union

All employee benefits are excluded from the scope of European
directive 2009/110/EC of September 16, 2009 (the "E-Money
directive") and directive (EU) 2015/2366 of November 25, 2015
(the "Payment Services directive"). The E-Money directiveemphasizes that it is not intended to apply to "monetary value
stored on specific prepaid instruments, designed to address
precise needs that can be used only in a limited way", particularly
because these instruments are only accepted within a "limited
network" or can only be used to purchase "a limited range ofgoods or services, regardless of the geographical location of thepoint of sale". It states that this may include "meal vouchers orvouchers for services (such as vouchers for childcare, or vouchers
for social or services schemes which subsidize the employmentof staff to carry out household tasks such as cleaning, ironing or
gardening), which are sometimes subject to a specific tax orlabor legal framework designed to promote the use of such
instruments to meet the objectives laid down in social
legislation". The exclusion of all employee benefits is confirmed

employer's contribution is deducted from corporate income tax up
to the equivalent of 4% of the tax due (considering only those
employees who receive a salary corresponding to at most fivetimes the Brazilian minimum wage and receive up to one minimum
wage as benefits, pursuant to decree no. 10854 of November 10,2021) for each tax year. Since November 11, 2017, the Labor
Reform, which reformulated the Brazilian Labor Code, isenforceable in Brazil. This law introduces, among other things,
food aid provided by employers. Food aid may not be paid in cash
and is not considered as part of the salary. As such, it is exempt
from social security levies. Law no. 1442 of September 2, 2022 anddecree no. 10854 of November 10, 2021 brought somemodernization to the Brazilian food and meal vouchers law (Labor
Food Program – PAT). Since May 1, 2023 this new law introduced
the prohibition of negative commissions in both PAT and food aid,
and payment terms. Thus, the PAT can be operated in a qualified
open and/or closed scheme model, while certain otherdevelopments are being reviewed, such as the need forinteroperability between the open and closed loop schemes andthe implementation of on‑demand portability for the worker.

in the Payment Services directive, which provides a regulatory
framework for payment services in the European Union. It clearly
and unconditionally excludes "instruments valid only in a single
member State provided at the request of an undertaking or apublic sector entity and regulated by a national or regional publicauthority for specific social or tax purposes to acquire specificgoods or services from suppliers having a commercial agreementwith the issuer".
The Incentive & Rewards, Mobility and Corporate Payment
Services portfolios contain some programs involving the issuanceof e-money and/or the supply of payment services, which can
only be issued by licensed institutions subject to specific capital
adequacy rules. The Group offers these types of solutions
through its subsidiaries Edenred Paytech and PPS EU, e-money
issuers licensed in the UK and Belgium, respectively, and throughthe two e-money issuers created by the Group in Italy and France
to meet local needs – Edenred Italia Fin S.r.l. and Edenred
Paiement SAS.

Edenred — 2023 Universal Registration Document41

1

Presentation of the Group
Contractual relationships

Thanks to these four e-money issuers, Edenred can offer
solutions, through its European subsidiaries, based on prepaid
cards regarded as e-money or payment services. Each of thesee‑money issuers complies with all applicable capital adequacy
and other requirements. The main rule resulting from theclassification of certain programs as e-money or payment
services concerns the obligation to protect the funds received in
exchange for the issue of e-money or for the purpose of making

1.6.2.2

Following the United Kingdom's departure from the European
Union on December 31, 2020, PrePay Solutions UK continues toissue e-money for use on its domestic market. PPS EU is now
responsible for issuing and distributing e-money via other
European subsidiaries.

Outside the European Union

The Group keeps a particularly watchful eye on the emergence ofregulations that are similar to the E-Money and Payment
Services directives in all countries in which it operates.
In several countries, regulations governing payment services and/or
e-money sometimes take a similar approach to the European
Union's regulations, acknowledging the exceptional nature of
the Benefits & Engagement solutions offered by Edenred.
This is the case, for example, in Turkey, where regulations
covering both payment services and e-money entered into force
in June 2015. Just like the European Union's E-Money andPayment Services directives, the Turkish regulations provide forthe exclusion of instruments accepted within a "limited network"or which only grant access to "a limited range of goods or services".

1.7

Contractual relationships

1.7.1

Contractual relationships with clients

Master contracts are signed with major accounts that generatesignificant business volume, organizing business relations withthese clients.
Such master contracts are generally signed following a call forbids and may cover one or several of the corporate clients'
facilities or subsidiaries. They are usually for periods of one tothree years. In particular, they specify the terms of thecompensation to be paid to the Edenred unit concerned and thefrequency of invoicing and remittance.

1.7.2

a payment order. These funds are reported in the balance sheet
under "Restricted cash" (see section 2.1.4 "Liquidity and financial
resources" and section 3.2.6, Note 4.7).

Since 2014, the Central Bank in Brazil has been in charge of
regulating procedures for the issue and functioning of certain
electronic payment instruments. Circular no. 3886 issued on
March 26, 2018 recognized the specific nature of food and mealvouchers and excluded them from the Central Bank's scope ofsupervision. Furthermore, resolution no. 150 of October 6, 2021
recognized the specific nature of fuel and maintenance card
issuance services and excluded them from the Central Bank's
scope of supervision too. Edenred’s other businesses, including
the freight business (Repom), are authorized by the Central Bank
to operate in open-loop schemes as the issuer. Lastly, withregard to the toll business, authorization requests submitted to
the Central Bank of Brazil on February 12, 2023 and July 18, 2023
by Greenpass as acquirer and Mobilidade as issuer respectively
are currently being analyzed.

For small and medium-sized enterprises and micro-enterprises
with limited needs that require greater ordering flexibility,
contractual relations are generally based on order forms
containing Edenred's general conditions of sale. As part of its
digitalization process, the Group also makes use of online
contractual agreements and simple, advanced or qualified
electronic signatures.

Contractual relationships with merchants

The affiliation of merchants accepting Edenred solutions is formalized by paper or electronic contracts between the Edenred subsidiary andeach merchant.
In particular, these contracts specify the terms of the Edenred subsidiary's compensation and the conditions and technical procedures
governing the acceptance of the Edenred solutions.

422023 Universal Registration Document — Edenred

Presentation of the GroupIntellectual property

1.7.3

Contractual relationships with suppliers and service providers

Relations between Edenred or its subsidiaries and external
suppliers or service providers are governed by standard
contracts. Close attention is paid to services with associatedintellectual property rights in order to ensure that the rights of
Edenred and its subsidiaries are clearly determined.
Edenred uses many suppliers and is not dependent on any single
company. In order to benefit from powerful, scalable and securetechnological infrastructures, the Group favors the use of public
or private cloud-based IT solutions, from providers hailed by themarket for the quality of their services and long-term viability.
The Group has notably implemented global master agreements

1.8with leading providers of cloud-based solutions and theassociated network aspects. These agreements are particularly
demanding in terms of compliance, security and availability. To
support the digitalization of the Group's solutions, plastic card
production, electronic payment services and technical acquisition
or authorization services are also outsourced, with theappropriate diligence and care. Particular attention is also paid tothe contractual and technical management of providers dealing
with personal data, notably to ensure that the processing
complies with applicable legislation such as the European
General Data Protection Regulation (GDPR).

Intellectual property

Edenred's intellectual property mainly consists of its portfolio ofbrands and domain names. Intellectual property rights aremanaged by a dedicated in-house team and monitored
worldwide by specialized service providers. Ticket Restaurant andall other trade names of Edenred solutions and services areregistered trademarks of the Edenred group.

1.9

1

Edenred ensures that its protected trademarks are never used
inappropriately, with a special focus on preserving their
distinctive character.

Real estate

Most of the Group's offices are leased. The Group does not expect to encounter any problems in renewing the leases.

Edenred — 2023 Universal Registration Document

43

2
Financial review
AFR

2.1

Consolidated results

2.1.1
2.1.2
2.1.3
2.1.4
2.1.5
2.1.6
2.1.7
2.1.8
2.1.9
2.1.102.1.11Introduction
Analysis of consolidated financial results
Dividend and payout ratio
Liquidity and financial resources
Management indicators
Material contracts
Foreseeable developments
Main risks and uncertainties
Main related-party transactions
Research and development activities
Subsequent events

46
46
47
51
51
54
54
54
54
54
55
55

2.2

Results of operations for the
Edenred parent company

2.2.1
2.2.2
2.2.3
2.2.4
2.2.5
2.2.6
2.2.7
2.2.8
2.2.9
2.2.102.2.112.2.122.2.132.2.14

Description of the business
Significant events in 2023
2023 results
Non-deductible expenses
2023 business review
Transactions in Edenred SE shares
Financing
Relations with subsidiaries
RatiosRisk factors
Research and development activities
Subsequent events
Developments and outlook
Change in investments in subsidiaries
and affiliates

55
55
55
55
57
58
58
58
58
60
60
60
60
60
60

Edenred — 2023 Universal Registration Document45

2

Financial review
Consolidated results

2.1

Consolidated results

2.1.1

Introduction

Edenred reports record results once again, driven by the successful rollout
of its Beyond22‑25 strategic plan
Thanks to strong sales momentum and the scale effect of its
platform, Edenred’s full-year 2023 performance reaches record
levels:• total revenue of over €2.5 billion, up 23.7% as reported versus
2022, including growth of 18.7% as reported in the fourth
quarter:• operating revenue up 18.8% as reported to €2.3 billion,• other revenue up more than twofold to €203 million,
driven by strong business volume growth and higher
interest rates;• EBITDA of €1,094 million, up 30.7% as reported, EBITDA
margin of 43.5%, up 2.3 points as reported;• net profit attributable to owners of the parent of€425 million(1);• free cash flow of €905 million, while accelerating technology
investments;• net debt/EBITDA ratio of 1.0x following the acquisition of
Reward Gateway in 2023 for €1.3 billion;• proposed dividend of €1.10 per share(2), up 10%.

Solid extra-financial performance in 2023
• Further improvement in key extra-financial performanceindicators;• Top ESG ratings, reflecting Edenred's strong commitment.

• Edenred included in the Euronext CAC 40 ESG index for thesecond year in a row;

Fully leveraging its platform, Edenred expands its target markets
while enriching its business model• Further investments to strengthen its flexible and connected
technological platform, a leader in its field;• Increased penetration of the Group's markets, while
expanding the Beyond Food, Beyond Fuel and Beyond
Payment ranges;• Aggregation, orchestration and distribution of a growing
number of B2B2C solutions and development of distribution
partnerships with other platforms, such as Nubank in Brazil;• Optimization and diversification of revenue sources bywinning new clients, enhancing engagement with users andincreasing monetization of services;• Organizational efficiency thanks in particular to the pooling of
its capacities to process millions of specific-purposetransactions every day.

Solid prospects for profitable, sustainable growth in 2024 and beyond• Drawing on its leading assets and strong momentum, Edenred
will press ahead with the development of its platform,
following its virtuous business model;• Edenred continues to roll out its pioneering vision, setting
new standards in its industry: an integrated offering dedicatedto employee benefits and engagement, mobility solutions
adapted to the transition to electric vehicles, and tools to fully
harness the potential of data and artificial intelligence;• Edenred confirms its Beyond22-25 targets for 2024:• Like-for-like EBITDA growth >+12%,• Free cash flow/EBITDA conversion rate >70%(3);• Moreover, thanks to its strong balance sheet and powerful
cash flow generative model, Edenred has the potential toseize new opportunities for external growth.

(1) Excluding the €158 million ADLC fine paid in 2021 and recognized in the financial statements for 2023. Including the accounting recognition of this fine, net
profit attributable to owners of the parent is €267 million.
(2) To be proposed at the General Meeting of May 7, 2024.
(3) Based on constant regulations and methods.

462023 Universal Registration Document — Edenred

Financial review
Consolidated results22023 KEY FINANCIAL METRICS(in € millions)

2023

2022

Operating revenue% change(reported)% change(like‑for-like)

2,311

1,944

+18.8%+17.4%

Other revenue

203

87

+133.8%+158.1%

Total revenue

2,514

2,031

+23.7%+23.4%EBITDA

1,094

836+30.7%+33.9%

EBIT

901

687

+31.1%+38.3%Net profit, Group share

267

386

-30.6%NET PROFIT, GROUP SHARE EXCLUDING THE ADLC FINE(1)

425

386

+10.3%(1) For an amount of €158 million paid in 2021.

2.1.2

Analysis of consolidated financial results

Total revenue: €2,514 million
Total revenue for 2023 amounted to €2,514 million, up 23.7% asreported compared with 2022. This performance includes a
positive scope effect (+4.7%), mainly linked to the acquisition of
Reward Gateway, consolidated from May 2023, and an
unfavorable currency effect (-4.4%). On a like-for-like basis, total
revenue was up 23.4% in 2023.

In the fourth quarter, total revenue rose by 18.7% as reported(+20.0% like-for-like). The scope effect was positive, adding 5.5%
to revenue, while the currency effect was an unfavorable 6.9%.

Operating revenue: €2,311 million
Operating revenue for 2023 came in at €2,311 million, up 18.8%
as reported versus 2022. This performance takes into account thefavorable scope effect (+4.9%), linked mainly to the acquisition
of Reward Gateway, partly offset by an unfavorable currency
effect (-3.5%). On a like-for-like basis, operating revenue grew by
17.4%. This sustained growth demonstrates, in particular, theGroup's ability to continue to win new clients, notably SMEs, aparticularly underpenetrated segment in which it successfullyincreased the contribution of clients won during the year bymore than 20% compared with 2022.

Fourth-quarter operating revenue totaled €655 million, up 14.8%
as reported and up 14.6% like-for-like. This performance illustrates
the continued buoyant sales momentum across all business lines,
and in particular the ongoing success of the Beyond Food andBeyond Fuel solutions. These latest results confirm Edenred's
strong growth trajectory, reflecting its ability to leverage its
platform advantage to better penetrate its markets.

Operating revenue by business line(in € millions)

2023

2022

% change(reported)% change(like‑for-like)

Benefits & Engagement

1,449

1,152

+25.7%+19.5%

Mobility

577

539

+7.0%

+16.2%

Complementary Solutions

285

253

+12.5%+10.6%

2,311

1,944

+18.8%+17.4%

Fourth- Fourth-quarter
quarter 2023
2022

% change(reported)% change(like‑for-like)

TOTAL(in € millions)Benefits & Engagement

429

349

+22.4%+13.8%

Mobility

148

144

+2.9%

+22.2%

Complementary Solutions

78

77

+2.2%

+3.8%

TOTAL

655

569

+14.8%+14.6%

Edenred — 2023 Universal Registration Document47

2

Financial review
Consolidated results

The Benefits & Engagement business line generated€1,449 million in operating revenue in 2023, representing an
increase of 25.7% as reported (+19.5% like-for-like) andaccounting for 63% of Group operating revenue, thanks inparticular to the acquisition of Reward Gateway.
Such strong growth reflects the enduring success of the digital
Ticket Restaurant® offering, which continues to win over many
companies, both large players and SMEs, wanting to effectively
support their employees' purchasing power. This performance isbolstered both by new client wins and increased use by existingcustomers of the higher maximum face values set by publicauthorities since early 2022. In many countries, such as Poland,
Portugal and Finland, further increases have been seen
throughout 2023, against a backdrop of persistent inflation.
In addition to meal vouchers, performance was also driven by its
highly attractive Beyond Food solutions. These solutions are
particularly suited to companies seeking to boost employee
engagement, especially amid today's reduced purchasing power
and war for talent. In 2023, Edenred considerably expanded its
range of employee engagement platforms with the acquisitionsof Reward Gateway and GOintegro, leading platforms in
English-speaking countries (UK, Australia, USA) and Latin
America, respectively. In doing so, Edenred has established itself
as the most trusted global platform for employee benefits andengagement. Reward Gateway also continued its solid growthtrajectory in 2023. Thanks to its successful integration into
Edenred, the Group has scheduled the rollout of its solutions in
Belgium, France and Italy during the second quarter of 2024.
Meanwhile, Edenred is taking full advantage of its connected
platform to distribute more and more third-party solutions, as
illustrated by its partnerships with Medicato in Mexico and Saludin Spain.
In the fourth quarter, operating revenue for Benefits & Engagement
amounted to €429 million, up 13.8% like‑for-like compared with thesame period in 2022. This growth was achieved across all theGroup’s regions, and demonstrates the good performance of theend-of-year gift card campaigns, despite growth in this businessbeing affected by a high basis for comparison, since theexceptionally higher allocation ceilings maintained in 2022 in certain
countries were not extended into 2023.
In the Mobility business line, which accounted for 25% of theGroup's business, operating revenue came to €577 million in
2023, up 16.2% like-for-like (+7.0% as reported). Growth asreported for the year and particularly for the fourth quarter was
notably hampered by the drop in value of the Argentine peso in
December 2023.

48

2023 Universal Registration Document — Edenred

This robust growth reflects the ongoing success of the Beyond
Fuel strategy, underpinned by the attractiveness of maintenance,
toll and financial services solutions for fleet managers. These
innovative, digital solutions allow them to simplify their fleet
management while keeping costs under control. In Brazil, forexample, the maintenance offering is enjoying strong growth,
while rollout in Mexico is also proving highly successful. At thesame time, Edenred is ramping up the development of its tollsolutions in Brazil, notably through a partnership between
Edenred Greenpass, an issuer of electronic toll solutions, andNubank, Latin America's leading neobank. Through thisagreement, Nubank distributes the electronic toll tags issued by
Edenred with a view to penetrating the B2C market, whose
potential is 11 times greater than the B2B market. The initial
results of this new partnership are promising.
Business growth was nonetheless affected by lower fuel prices atthe pump in 2023 compared with 2022.
In the fourth quarter, Mobility business line operating revenue
came to €148 million, up 22.2% like-for-like compared with 2022.
Complementary Solutions, which includes Corporate Payment
Services, Incentive & Rewards and Public Social Programs,
generated operating revenue of €285 million in 2023,
representing 12% of the Group total. This business line grew by
12.5% year-on-year as reported (+10.6% like-for-like).
This growth reflects the strong business momentum ofCorporate Payment Services operated by Edenred Pay USA(formerly Edenred CSI) in North America. The business benefits inparticular from the appeal of its solution which combines
supplier invoice processing and payment automation, offering
customers an integrated end-to-end solution. This performance
also reflects business development in new sectors such as
property management and golf clubs. However, growth was heldback by the continued impacts on the traditional media segmentin the United States.
Performance was also underpinned by the success of Edenred's
innovative offerings. These include the C3Pay super-app in the
United Arab Emirates, which enjoys strong appeal thanks to its
value-added services (such as money transfer and insurance forloss of employment), and the fully digital Benefit Xpress offeringin Taiwan.
In the fourth quarter, Complementary Solutions delivered
operating revenue of €78 million, a rise of 3.8% like-for-likeversus 2022 due to a high basis of comparison. Performance was
impacted in particular by the expiry of the Action Logement
program implemented in France in 2019.

Financial review
Consolidated results

2

Operating revenue by region(in € millions)

2023

2022

% change(reported)% change(like‑for-like)

Europe

1,434

1,189

+20.7%+16.5%

Latin America

667

603

+10.5%+15.3%

Rest of the World

210

152

+37.4%+32.9%

2,311

1,944

+18.8%+17.4%

Fourth- Fourth-quarter
quarter 2023
2022

% change(reported)% change(like‑for-like)+16.9%+11.5%TOTAL(in € millions)
Europe415

355

Latin America

181

172

+5.3%

+17.8%

Rest of the World59

42+34.3%+27.0%

TOTAL

655

569

+14.8%+14.6%In Europe, operating revenue amounted to €1,434 million in 2023,
an increase of 20.7% as reported and 16.5% like-for-like. Europe
represented 62% of Group operating revenue. In the fourth
quarter, operating revenue increased by 11.5% like-for-like.
• In France, operating revenue amounted to €348 million in
2023, an increase of 10.4% as reported and 10.3% like-for-like,including like-for-like growth of 8.0% in the fourth quarter.
This performance was driven, in particular, by growth in
Benefits & Engagement thanks to the strong sales momentumof the Ticket Restaurant® digital offering and the success of
Beyond Food solutions. Their growth was, however, mitigatedby a high basis for comparison linked to the very strong
performance of the end-of-year 2022 gift card campaign.
• Operating revenue in Europe excluding France totaled€1,086 million in 2023, up 24.3% as reported and up 18.8%
like-for-like, the difference due primarily to the positive
impact of the Reward Gateway acquisition. Fourth-quarter
operating revenue climbed 12.7% like-for-like. This
performance reflects robust growth in Benefits &Engagement solutions, driven by continued penetration of themarkets in which the Group operates. The digital Ticket
Restaurant® offering enjoyed increased use by customers of
the higher maximum face values set by public authorities.
Beyond Food solutions also contributed to business growth.
• Lastly, growth in the region was propelled by the success of
the Beyond Fuel strategy in the Mobility business, such as
Edenred EBV’s tax refund services for European
transportation companies, which saw strong growth.

Operating revenue in Latin America amounted to €667 million in
2023, up 15.3% like-for-like (+10.5% as reported), the difference
due primarily to the drop in the value of the Argentine peso in
December 2023, which affected the year as a whole andparticularly the fourth quarter. The region represented 29% ofGroup operating revenue in 2023. Fourth-quarter operating
revenue climbed 17.8% like-for-like.
• In Brazil, operating revenue rose by 5.7% like-for-like in 2023
versus 2022. Fourth-quarter operating revenue climbed 3.8%
like-for-like. This growth included the good showing in
Benefits & Engagement, spurred in particular by the growing
contribution of the Itaú partnership. It also saw sustained
momentum in Mobility, thanks in particular to the ongoing
success of Beyond Fuel’s maintenance and toll solutions.
However, as in previous quarters, the Mobility business washampered by the negative impact of fuel prices at the pump in
the fourth quarter, particularly diesel.
• In Hispanic Latin America, operating revenue climbed 37.7%
like-for-like and 16.2% as reported in 2023. Fourth-quarter
growth was 51.2% on a like-for-like basis, reflecting inparticular sustained growth in Mobility solutions in Mexico,
thanks to increased penetration of the SME segment.
In the Rest of the World, operating revenue amounted to€210 million, up 37.4% as reported and up 32.9% like-for-likeover the period. Fourth-quarter operating revenue climbed
27.0% like-for-like. Such strong growth was propelled inparticular by the continued success of the digital programs
offered in the United Arab Emirates and Taiwan, which are beingenhanced with new features for clients and users.

Edenred — 2023 Universal Registration Document49

2

Financial review
Consolidated results

Other revenue: €203 million
Other revenue represented €203 million in 2023, a rise of
158.1% like-for-like (+133.8% as reported). In the fourth quarter,
other revenue totaled €62 million, up 114.4% like-for-like(+86.3% as reported). This significant increase in 2023 reflects
the impact of business growth on the float(1), as well as favorable

changes in interest rates in all regions where the Group operates,
leading to a rise in other revenue quarter after quarter.
However, this slowed in the fourth quarter due to two successive
rate cuts in Brazil since August.

Record EBITDA: €1,094 million
Buoyed by the strong growth in operating and other revenue,
EBITDA came in at an all-time high of €1,094 million in 2023, atthe top end of the range announced in July 2023(2), delivering
record growth of 33.9% like-for-like and of 30.7% as reported.

The EBITDA margin, at 43.5%, was 3.5 percentage points higher
like-for-like and 2.3 percentage points higher as reported.
Edenred has taken full advantage of the scale effect of its
platform and continues to invest in innovation and technology tofuel future growth, illustrating its virtuous business model.

Net profit, Group share: €267 million; net profit, Group share excluding the ADLC fine: €425 million
Net profit, Group share came to €425 million, up 10.1%.
Including the accounting impact of the €158 million fine imposedby the French Antitrust Authority and paid by the Group in 2021,
net profit came to €267 million, down 30.6%.
Excluding the antitrust fine, other income and expenses
amounted to a net expense of €37 million (vs. a net expense of€30 million in 2022), including in particular costs related to theacquisition of Reward Gateway.

It also includes a net financial expense of €172 million (netfinancial expense of €54 million in 2022), representing an
additional €118 million reflecting the rise in interest rates
impacting the cost of debt and the financial expense linked tothe debt raised to fund the acquisition of Reward Gateway.
Lastly, net profit takes into account an income tax expense of€226 million (income tax expense of €188 million in 2022), andnon-controlling interests for a negative €41 million (negative€31 million in 2022).

Strong cash flow generation
Edenred leveraged its strongly cash-generative business model
to deliver record-high funds from operations before otherincome and expenses (FFO) of €730 million in 2023.
In 2023, Edenred continued to invest in its platform to fuel theGroup's sustainable and profitable growth and lengthen its
technology lead. Capital expenditure in 2023 amounted to €190
million, or 7.6% of Group total revenue, in line with the 7%‑8%expected under the Beyond22-25 plan.

In all, free cash flow was a record €905 million in 2023, for a free
cash flow/EBITDA conversion rate of 83%.
The high level of free cash flow reflects strong growth
momentum in all business lines. It is also the result of float
optimization, achieved through rigorous management of
payment terms.

Commitment to ESG and extra-financial performance
Throughout 2023, Edenred continued to implement its
corporate social responsibility policy, "Ideal", which is aimed at
improving quality of life (People), protecting the environment(Planet) and creating value ethically and responsibly (Progress).
The Group exceeded its extra-financial objectives for 2023.
Under the People component, for example, 37% of executive
positions are now held by women. Regarding its Planet goals,
greenhouse gas emissions intensity has been reduced by 61%
since 2013. Lastly, regarding the Progress pillar, 60% of users andmerchants have now been made aware of sustainable nutritionor have access to alternative mobility solutions.

Moreover, the Group is increasingly recognized for its
commitment to environmental, social and governance (ESG)
practices. By way of example, Edenred has been included in theEuronext CAC 40 ESG index on the Paris stock exchange for thesecond year in a row. It also featured for the second year runningin S&P Global's Sustainability Yearbook.
In addition, Edenred became an official supporter of the Task
Force on Climate-Related Financial Disclosures, or TFCD, in 2023.

(1) The float corresponds to a portion of the operating working capital from the preloading of funds by corporate clients.
(2) In July 2023, the Group announced an EBITDA outlook of between €1,020 million and €1,090 million.

50

2023 Universal Registration Document — Edenred

Financial review
Consolidated results

2.1.3

2

Dividend and payout ratio

Edenred is proposing a dividend of €1.10 per share for 2023,
representing a 10% increase compared with the prior year, in linewith the Group’s policy of progressive dividend growth. This
dividend will be submitted to shareholders for approval at
Edenred's Combined General Meeting on May 7, 2024. Paymentof the dividend will be made solely in cash.

Dividend payment schedule:• June 10, 2024: Ex-date;• June 11, 2024: Record date;• June 12, 2024: Dividend payment date.

Net profit attributable to owners of the parent (in € millions)

Dec 31, 2023

Dec 31, 2022

267

386

Weighted average number of shares outstanding (in millions)

249

249

Earnings per share, Group share (in €)

1.07

1.55

Ordinary dividend per share (in €)1.10(1)

1.00

249

224

Ordinary dividend payout (in € millions)(1) Submitted for shareholder approval at the General Meeting of May 7, 2024.

2.1.4

Liquidity and financial resources

Cash flows(1)(in € millions)

2023

2022

Net cash from (used in) operating activities

1,095

1,032

Net cash from (used in) operating activities including other income and expenses

1,052

1,013

Net cash from (used in) investing activities(1,228)(211)

Net cash from (used in) financing activities

147

(828)

Effect of changes in exchange rates

(1)

(10)

Net increase (decrease) in cash and cash equivalents

(30)

(36)

Cash and cash equivalents at beginning of period

1,357

1,393

Cash and cash equivalents at end of period

1,327

1,357

Net increase (decrease) in cash and cash equivalents

(30)

(36)

Net cash from operating activities corresponds to funds fromoperations before other income and expenses, plus the change
in working capital, (the recurring increase in negative working
capital requirement) plus the change in restricted cash.

(1)

Restricted cash corresponds to funds subject to special
regulations in the following countries: France (€808 million), theUnited Kingdom (€615 million), Belgium (€263 million), Romania(€127 million), the United States (€97 million), Taiwan(€38 million), Bulgaria (€36 million), Mexico (€35 million), theUnited Arab Emirates (€23 million), Brazil (€17 million) and
Uruguay (€12 million).

See the consolidated statement of cash flows in section 3.2.4 and section 3.2, Note 6.

Edenred — 2023 Universal Registration Document51

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Financial review
Consolidated results

Working capital requirement
The following table sets out the items that make up the working capital requirement, excluding restricted cash.
(in € millions)
Inventories, net
Trade receivables, net
Other receivables, net

Dec. 31, 2023

Dec. 31, 2022

Change

67

59

8

2,788

2,664

124

611

570

41

Working capital – assets

3,466

3,293

173

Trade payables(1,653)(1,033)

(620)
(323)

Other payables(1,682)(1,359)Funds to be redeemed(5,690)(5,840)150

Working capital – liabilities(9,025)(8,232)(793)

NEGATIVE WORKING CAPITAL(5,559)(4,939)

(620)

(82)

(46)

(36)

(5,641)(4,985)(656)

Corporate income tax liabilities
NET NEGATIVE WORKING CAPITAL(INCL. CORPORATE INCOME TAX LIABILITIES)At December 31, 2023, working capital stood at negative€5,641 million versus negative €4,985 million at December 31, 2022.
The difference in working capital (excluding corporate income tax
liabilities) is mainly attributable to:• a significant increase in trade payables (€620 million) due togrowth in the Mobility business line, generating at the sametime an increase in trade receivables not related to funds tobe redeemed (€245 million);• a decrease in receivables linked to funds to be redeemed(€121 million), explained in particular by the new regulationsin Brazil around regulated programs: issuing companies, whichused to allow private-sector clients to pay or transfer funds
after loading, must now receive the funds before loading; and• an increase in other payables of €323 million, partly linked tothe activities of acquisitions made during the year.

Debt
Net debt analysis
At December 31, 2023, Edenred had net debt of €1,100 million,
versus €307 million at December 31, 2022. The increase is
primarily the result of the £1.15 billion(1) acquisition of Reward
Gateway in May 2023, financed by a €1.2 billion two-tranchebond issue and by €0.1 billion in available cash. It also includes€303 million returned to shareholders and a negative €48 million
impact of currency effects and non-recurring items.

However, the very strong free cash flow generation during theyear brought the Group's net debt/EBITDA ratio down to 1.0x at
the end of 2023 from 1.9x at June 30, 2023 following theacquisition of Reward Gateway, compared with 0.4x at end-2022.
Edenred enjoys a robust financial position with a high level ofliquidity and a solid balance sheet. In April 2023, Standard &Poor’s raised the Group’s rating to A- Strong Investment Gradewith a stable outlook. This rating was confirmed following theacquisition of Reward Gateway, announced in May 2023.
The cost of the Group's debt was 3.4% in 2023 versus 2.2% in theprior year, a rise of 1.2 basis points due to higher interest rates inthe euro zone.

(in € millions)Non-current debt

Dec. 31, 2022

3,547

2,763

Other non-current financial liabilities

318

368

Current debt (excluding bank overdrafts)

509

43

Other current financial liabilities

69

43

Bank overdrafts

27

124

4,470

3,341

Debt and other financial liabilities
Current financial assets and derivatives

(18)

(10)

Other marketable securities(1,998)(1,543)

Cash and cash equivalents(1,354)(1,481)

Cash and cash equivalents and other current financial assets(3,370)(3,034)

1,100

307

NET DEBT(1) Approximately €1.3 billion.

52

Dec. 31, 2023

2023 Universal Registration Document — Edenred

Financial review
Consolidated results2

In 2021, Edenred successfully placed its first sustainability-linked convertible bonds for a nominal amount of approximately €400 million.

(in € millions)
Convertible bonds
Bonds

2023
carrying
amountContractual
flows

2024

2025

2026

2027

889

889

500

-

-

-

2028
2028 and beyond
389

-

3,157

3,157

-

476

973

470

-

1,238

Schuldschein

-

-

-

-

-

-

-

-

Neu CP

-

-

-

-

-

-

-

-

10

10

9

-

1

-

-

-

Bank borrowings
Future interest

-

-

-

-

-

-

-

-

Bank overdrafts

27

27

27

-

-

-

-

-

4,083

4,083

536

476

974

470

389

1,238

Other financial
liabilities

387

387

69

88

77

46

11

96

Future interest

-

356

79

74

64

38

35

66

Other financial
liabilities

387

743

148

162

141

84

46

162

4,470

4,826

684

638

1,115

554

435

1,400

Debt

DEBT AND OTHER
FINANCIAL
LIABILITIESThe maturity of financial investments (see section 3.2, Note 6.3,
and Note 4.7 "Change in restricted cash" to the consolidated
financial statements) breaks down as follows:• maturity >1 year: 32%;

Other marketable securities include €1,996 million worth of term
deposits and equivalents with maturities of more than threemonths and €2 million worth of money market securities andbonds, as well as UCITS.

• maturity <1 year: 68%.

Cash and cash equivalents break down as €669 million in cashand €685 million in term deposits and equivalent with maturitiesof less than three months, money market securities and bonds,
and UCITS.

Funds from operations and free cash flow
Edenred leveraged its strongly cash-generative business model
to deliver record-high funds from operations before otherincome and expenses (FFO) of €730 million in 2023.
In 2023, Edenred continued to invest in its platform to fuel theGroup's sustainable and profitable growth and lengthen its
technology lead. Capital expenditure in 2023 amounted to€190 million, or 7.6% of Group total revenue, in line with the
7%‑8% expected under the Beyond22-25 plan.

In all, free cash flow was a record €905 million in 2023, for a free
cash flow/EBITDA conversion rate of 83%.
The high level of free cash flow reflects strong growth
momentum in all business lines. It is also the result of float
optimization, achieved through rigorous management of
payment terms.

(in € millions)

Dec 31, 2023

Dec 31, 2022

+ Net profit, Group share

267

386

+ Non-controlling interests

41

31

-

(2)

- Depreciation, amortization and changes in operating provisions- Share of net profit from equity-accounted companies

346

164

- Expenses related to share-based payments

21

20- Non-cash impact of other income and expenses

(8)

18

- Difference between income tax paid and income tax expense

28

26- Dividends received from equity-accounted companies= Funds from operations including other income and expenses

3

10

698

653

- Other income and expenses (including restructuring costs)

32

20= Funds from operations before other income and expenses (FFO)

730

673

+ Decrease (increase) in working capital

300

84

65

275

+ Acquisitions of property, plant and equipment and intangible assets+ Decrease (increase) in restricted cash

(190)

(151)

= Free cash flow905

881(1)(1) Including the positive impact of €170 million from the change in regulations in Germany in 2022.

Edenred — 2023 Universal Registration Document53

2

Financial review
Consolidated results

EquityAt December 31, 2023, total equity attributable to owners of theparent amounted to a negative €679 million. This negative value
is mainly due to the legacy of the financial statements establishedfor Edenred's demerger from the Accor group in July 2010.

Edenred by Accor through the asset contribution-demerger
transaction. This amount includes the €1,894 million negative
impact of acquiring Edenred entities owned by Accor anddeducted from equity following the demerger in June 2010.

In these financial statements, equity represented a negative€1,044 million at December 31, 2010. This is due to therecognition at historical cost of the assets contributed or sold to

The statement of changes in equity is presented in section 3.2,
Note 8 "Equity".

Off-balance sheet commitments
Off-balance sheet commitments received from third parties at December 31, 2023 amounted to €681 million, compared with €594
million at December 31, 2022. Details of these commitments are provided in section 3.2, Note 11.5 "Off-balance sheet commitments".

2.1.5

Management indicators

KEY RATIOS AND INDICATORS
2023

2022

Like-for-like growth in operating revenue+17.4%+22.8%EBITDA margin (like-for-like)

33.9%

41.2%

EBIT margin (like-for-like)

38.3%

33.8%

Like-for-like growth in FFO(1)+8.5%+21.0%

66%

219%

FFO/Net debt**

Net Debt/EBITDA and FFO/Net Debt ratios as adjusted by Standard & Poor's are also considered as key ratios and are monitored to ensure that they arecompatible with a Strong Investment Grade rating.
(1) FFO = funds from operations before other income and expenses: the calculation appears in the table above the key ratios and indicators table.

2.1.6

Material contracts

The Group did not enter into any contracts representing a material obligation or commitment for the Group in 2022 or 2023, with the
exception of contracts with suppliers that are essential to the Group's operations.

2.1.7

Foreseeable developments

The outlook for 2024 is described in section 1.4.2.

2.1.8

Main risks and uncertainties

The main risks and uncertainties that may affect Edenred in thecurrent financial year are the same as the ones described in
Chapter 4 "Risk factors and management".
At June 30, 2022 (Half-Year Financial Report available atwww.edenred.com, in the Financial Results section), Edenredstated that, following the conflict between Russia and Ukraine,
the Group had ceased all operations in Russia indefinitely inMarch 2022 in line with sanctions imposed by the European
Union. Its operations in the country were limited to providing
access to a fuel distribution network. In Ukraine, the Group's
operations are also limited to providing access to a fueldistribution network. Edenred's direct economic exposure to thisconflict is therefore limited.

2.1.9

However, the Group has observed that some countries havelevied economic sanctions on Russia in response to the conflict.
While the Group did not observe any impact on its operations in
2023, these sanctions could nevertheless lead to a worldwide
slowdown in business activity and therefore negatively impact
growth in the business volume generated by the Group's
solutions. Although this impact was difficult to estimate
accurately at the 2023 year-end, Edenred reaffirms its
confidence in its ability to generate sustainable and profitable
growth in 2024 and to achieve its full‑year objectives.

Main related-party transactions

The main related-party transactions are presented in detail in section 3.2, Note 11.2 to the consolidated financial statements.

542023 Universal Registration Document — Edenred

Financial review
Results of operations for the Edenred parent company

2

2.1.10 Research and development activities
None.

2.1.11Subsequent events

Subsequent events are presented in section 1.5, "Highlights in 2023" and in section 3.2, Note 13 "Subsequent events".

2.2

Results of operations for the Edenred parent company

2.2.1

Description of the business

As the Group holding company, Edenred SE manages a portfolioof equity interests, collects dividends from subsidiaries anddrives the Group's development.
The Company owns a portfolio of brands, including Ticket
Restaurant®, Ticket Alimentaçao, Ticket Compliments, Childcare
Vouchers and Ticket EcoCheque, and earns revenues from licensing
these brands.

2.2.2

It also provides services to other members of the Group regarding
prepaid solutions, staff secondment, cash management and IT, as
well as advisory services. These services are billed as a percentageof the subsidiaries' revenue and/or profit, as a flat fee or on a perservice basis. They are determined on arm's length terms.

Significant events in 2023

In 2023, Edenred SE carried out one of its largest acquisitions, Reward Gateway, for £1.15 billion.
In addition, Constance Le Bouar was appointed Executive Vice President, Strategy, Marketing and Transformation and joined the Group’s
Executive Committee from December 19, 2023. She oversees strategic initiatives and ensures the improvement of Edenred's
operational performance.

2.2.3

2023 results

Analysis of Edenred SE's revenue
The Company reported revenue of €162 million in 2023 versus €138 million in 2022, including all royalties and service fees earned in thenormal course of business.
Service fees relate to services billed under the Master Services Agreement as well as IT services, the secondment of staff and various
additional costs.
(in € millions)

2023

2022

% of total

SERVICE FEES
IT services

58

49

35.8%

Master Services Agreement

94

84

58.2%

Other

5

2

3.2%

Staff costs

4

3

2.8%

162

138

100%

TOTAL

Edenred — 2023 Universal Registration Document55

2Financial review
Results of operations for the Edenred parent company

Net operating income (loss)
Other income, own work capitalized, reversals of depreciation,amortization and provisions and expense transfers together
totaled €134 million in 2023 compared with €95 million in 2022.
The Company ended the year with a net operating loss of€46 million, versus an €18 million loss in 2022.
Operating expenses in 2023 amounted to €342 million comparedwith €251 million in the previous year.

Other purchases and external charges totaled €217 million in
2023 versus €151 million in 2022.
Payroll costs amounted to €80 million in 2023 versus €64 million
in 2022.
Depreciation, amortization and impairment of fixed assets
amounted to €10 million, versus €7 million in 2022.

Net financial income (loss)
Edenred SE recorded net financial income of €355 million in 2023,
compared with net financial income of €368 million in 2022.

Financial expenses totaled €218 million compared with€52 million in 2022.

This result can mainly be accounted for by a significant increasein financial expenses and changes in dividends received.

Dividends received in 2023 totaled €424 million compared with
€315 million in 2022.

Recurring profit (loss) before tax
Edenred SE reported a recurring profit before tax of €305 million in 2023 versus a recurring profit before tax of €350 million in 2022.

Non-recurring items
Non-recurring items amounted to a net expense of €25 million in 2023, compared with net income of €11 million in 2022.
It mainly comprises a capital loss of €20 million on the disposal of the Edenred Hungary subsidiary, and the waiver of €4.4 million inreceivables from the Edenred Hong Kong subsidiary.

Income tax
Income tax amounted to a €28 million benefit in 2023, versus a€15 million benefit in 2022.
The Company reported a tax loss of €98 million in 2023,
compared with a tax loss of €12 million in the previous year.

Edenred SE and its eligible French subsidiaries elected for thegroup relief system governed by Article 223A of the French
General Tax Code (Code général des impôts) on March 18, 2011.
The election has been applied since the beginning of the 2011
tax year.
In 2023, group relief of €27 million was recorded in Edenred SE's
financial statements.

Net profit
Net profit for 2023 stood at €309 million, compared with€375 million in 2022.
Non-deductible provisions for contingencies and charges
recorded in the balance sheet at December 31, 2023 totaled€4.9 million, versus €8.5 million a year earlier.
In 2023, Edenred SE distributed dividends for 2022 of €249 million,or €1.00 per share, paid out on June 9, 2023.

56

2023 Universal Registration Document — Edenred

The recommended ordinary dividend for 2023 has been set at€1.10 per share. Details of the proposed appropriation of earnings
are provided in Chapter 3 of this Universal Registration Document.
Details of the positions and directorships held by the directors
and of the Executive Directors’ compensation are provided in
section 6.2 of this Universal Registration Document.

Financial review
Results of operations for the Edenred parent company

Articles D.441-1-1e: invoices received and due
but not settled at the end of the period
0 days(indicative)

1 to 30days

31 to 60
days

2

Articles D.441-1-2e: invoices issued and due
but not settled at the end of the period

Total
0 days61 to 90 More than (1 or moredays) (indicative)days
90 days

1 to 30days

31 to 60
days

Total
61 to 90 More than (1 or moredays
90 days
days)(A) Days late
Numberof invoices

49

996

Total amountof invoices
280,310.34 7,281,290.49 2,954,954.85 1,192,429.49 2,796,628.84 14,225,303.67 2,489,728.38(in €, excl.
VAT)(3,883.21) 26,607,404.11 115,878.61 33,522,100.20 60,241,499.71

As a % of totalpurchases
for the period(excl. VAT)

8

0.14%

504

3.73%

1.52%

0.61%

1.43%

As a %of revenue
for the period(excl. VAT)

7.30%

1.02%

0%

10.93%

0.05%

13.77%

24.74%(B) Invoices excluded from (A) – relating to contested or unrecognized payables or receivables
Numberof invoices
excludedTotalamountof invoices
excluded(C) Reference payment terms used (contractual or legal – Article L.441-6 or Article L.445-1 of the French Commercial Code)Reference
payment
terms used
to calculatelatepayments

Contractual terms:

Contractual terms:

Legal terms:

Legal terms:

0000000045: Payment at 45 days

0000000045: Payment at 45 days

0000000000: Immediate payment

0000000000: Immediate payment

0000000030: Payment at 30 days

9000000000: No later than the last day of the monthin which the invoice is received

0000000030: Payment at 2 days

0000000030: Payment at 30 days

9000000030: 30 days from end of month0000000060: Payment at 60 days
9000000030: 30 days from end of month

2.2.4

Non-deductible expenses

The aggregate amount of non-deductible costs and expenses referred to in Article 39 paragraph 4 of the French General Tax Codeamounted to €294,242 for 2023 and the tax paid thereon was €73,561 (disclosure made in application of Articles 223 quater and quinquies,
39-4 and 39-5 of the French General Tax Code).

Edenred — 2023 Universal Registration Document57

2

Financial review
Results of operations for the Edenred parent company

2.2.5

2023 business review

In 2023, the Company carried out its holding company activities.
During the year, the Company continued to apply its investment
strategy of acquiring minority interests, generally through joint
investments with other investment funds, in innovative projects
offering significant growth potential in similar markets to theGroup's businesses.

2.2.6

As part of this strategy, Edenred SE continued to subscribe tocapital calls for the Partech funds in 2023, investing €1.3 million,
and invested €0.3 million in the Raise fund.
Edenred SE also acquired a €1.2 million equity interest in Tomcat,
a €0.2 million equity interest in Emblem, and bought €2.9 million
in additional shares as part of capital increases in Dexx
Technologies Inc (€1.8 million) and Fuse (€1.1 million).

Transactions in Edenred SE shares

At December 31, 2023, Edenred SE held 632,229 of its own
shares, representing 0.25% of the capital.
The Company’s ownership structure is described in section 2.1.2of this document on ownership structure and voting rights.

During the 2023 financial year, under the said liquidity contract,
the Company:• purchased 2,858,843 shares at an average price of €55.61 pershare, for a total outlay of €158,992,459; andSince July 5, 2022, the Company has had a liquidity contract
with Exane (BNP Paribas) to make a market for its shares on
the Euronext Paris stock exchange. The contract complies withthe regulations of the AMF, in particular decision no. 2021-01 of
June 22, 2021.

• sold 2,793,290 shares at an average price of €55.71 per share,
for total proceeds of €155,606,287.
At December 31, 2023, the Company held 122,713 shares intreasury, representing 0.05% of the total number of sharesmaking up the share capital.
In addition, the Company's balance sheet at December 31, 2023
included €14,184,331 in marketable securities and cash held
under the liquidity contract.

2.2.7

Financing

In 2023, as part of the acquisition of Reward Gateway, the Company subscribed to two bond issues for a total amount of €1,200 million.

2.2.8

Relations with subsidiaries

Edenred SE holds 50% and over direct interests in 49 companies.
The most significant interests, in terms of value, are as follows:• Edenred France (€464,966,992), a French company that issues
meal vouchers, other prepaid service solutions and software
solutions for Social and Economic Councils to businesses in France.
In 2023, it posted revenue of €221 million versus €227 million
in 2022, and a net loss of €51 million compared with net profitof €95 million for the previous year.
• Edenred Italy (€5,958,823), an Italian company that issues
meal vouchers and other prepaid service solutions andemployee engagement platforms to businesses in Italy.

58

2023 Universal Registration Document — Edenred

In 2023, it posted revenue of €2,647 million versus€2,367 million in 2022, and net profit of €153 million versus€122 million in the previous year.
• Edenred Belgium (€36,608,000), a Belgian company thatissues meal vouchers and other prepaid service solutions tobusinesses in Belgium.
In 2023, it posted revenue of €141 million versus €116 million
in 2022, and net profit of €107 million versus €55 million in theprevious year.

Financial review
Results of operations for the Edenred parent company

2

The table below presents subsidiaries and affiliates whose carrying amount in Edenred SE's balance sheet exceeds 1% of the Company's
share capital:
A- Subsidiaries and affiliates with a carrying amount in excess of 1%
of Edenred SE's capital

Currency% interest

1- SUBSIDIARIES (AT LEAST 50% OWNED BY EDENRED SE)a) French subsidiaries
Edenred France

EUR

100.00%Veninvest Quattro

EUR

100.00%Veninvest Cinq

EUR

100.00%Veninvest Huit

EUR

100.00%

Edenred Fleet & Mobility

EUR

100.00%

Gameo

EUR

100.00%

ASM

EUR

100.00%Saminvest

EUR

60.00%

Veninvest Neuf

EUR

100.00%Veninvest Onze

EUR

100.00%Veninvest Douze

EUR

100.00%Veninvest Seize

EUR

100.00%Veninvest Quatorze

EUR

100.00%

Vouchers Services SA

EUR

51.00%

Edenred Italy

EUR

57.72%

Edenred Belgium

EUR

100.00%b) Foreign subsidiaries

Edenred Portugal SA

EUR

50.00%

Edenred Deutschland GmbH (Germany)

EUR

100.00%

Edenred España SA (Spain)

EUR

100.00%100.00%

Edenred UK Group Limited 50 Vauxhall Bridge Road, London SW1V 2RS UK

GBP

Edenred North America Inc

USD

100.00%

Edenred Sweden

SEK

100.00%

Edenred Finland Oy

EUR

100.00%

Edenred Romania Srl

RON

100.00%

Edenred Luxembourg

EUR

100.00%

Edenred India Pvt Ltd

INR

94.90%

Edenred Slovakia (Slovakia)

EUR

99.89%

Edenred Singapore Pte Ltd (Singapore)

SGD

100.00%Surgold India Pvt Ltd (India)

INR

100.00%99.98%

Edenred Kurumsal Coz. A.S (Turkey)

TRY

Cestaticket Services C.A. (Venezuela)

VES

57.00%

Inversiones Dix Venezuela SA

VES

100.00%Big Pass (Colombia)

COP

100.00%Erg Holdco Ltd

GBP

100.00%Integro Worldwide SA

USD

75.00%

Edenred Cz S.R.O.

CZK

100.00%

Edenred Japan Co Ltd

JPY

100.00%

Edenred Polska Sp Zo.o. (Poland)

PLN

100.00%Westwell Group

USD

100.00%The other subsidiaries and affiliates are presented in Note 25 to the parent company financial statements.

Edenred — 2023 Universal Registration Document59

2

Financial review
Results of operations for the Edenred parent company

2.2.9

RatiosNone.

2.2.10 Risk factors
Risk factors are described in Chapter 4 of the Universal Registration Document.

2.2.11

Research and development activities

None.

2.2.12

Subsequent eventsNone.

2.2.13Developments and outlook

Edenred SE will pursue its holding company activities in the coming years.

2.2.14 Change in investments in subsidiaries and affiliates
Investments in subsidiaries and affiliates are presented in section 3.2.6, Note 6 of this document.

60

2023 Universal Registration Document — Edenred

Financial review
Results of operations for the Edenred parent company

Edenred — 2023 Universal Registration Document

2

61

3
Financial statements
AFR

3.1

Statutory Auditors’ reporton the consolidated
financial statements

64

3.2

Consolidated financial
statements

69

3.2.1
3.2.2

Consolidated income statement
Consolidated statementof comprehensive income
Consolidated statement of financial position
Consolidated statement of cash flows
Consolidated statement of changes in equity
Notes to the consolidated
financial statements

3.2.3
3.2.4
3.2.5
3.2.6

69
69
70
71
72

3.3

Statutory Auditors’ reporton the financial statements

136

3.4

Parent company financial
statements and notes

140

3.4.1
3.4.2

Balance Sheet at December 31, 2023
Income Statement for the year ended
December 31, 2023
Notes to the financial statements

3.4.3

140
142
144

74

Edenred — 2023 Universal Registration Document63

3

Financial statements
Statutory Auditors’ report on the consolidated financial statements

3.1

Statutory Auditors’ report on the consolidated
financial statements

Year ended December 31, 2023
This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in Frenchand it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointmentof the statutory auditors or verification of the management report and other documents provided to shareholders.
This report should be read in conjunction and construed in accordance with French law and professional auditing standards applicablein France.
To the Edenred Shareholders’ Meeting,OpinionIn compliance with the engagement entrusted to us by yourShareholders’ Meetings, we have audited the accompanying
consolidated financial statements of Edenred for the year ended
December 31, 2023.

In our opinion, the consolidated financial statements give a trueand fair view of the results of operations of the Group for theyear then ended and of its financial position and of its assets andliabilities as of December 31, 2023 in accordance with International
Financial Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our reportto the Audit and Risks 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 have obtained is sufficient and appropriate toprovide a basis for our opinion.

Our responsibilities under those standards are further describedin the “Statutory Auditors’ Responsibilities for the Audit of theConsolidated Financial Statements” section of our report.

Independence
We conducted our audit engagement in compliance withindependence requirements of the French Commercial Code(code de commerce) and the French Code of Ethics (code dedéontologie) for statutory auditors, for the period fromJanuary 1, 2023, to the date of our report, and specifically we did
not provide any prohibited non-audit services referred to in
Article 5(1) of Regulation (EU) No 537/2014.

Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L.821-53 andR.821-180 of the French Commercial Code relating to thejustification 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 the current period, as
well as how we addressed those risks.

64

2023 Universal Registration Document — Edenred

These matters were addressed in the context of our audit of theconsolidated 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.

Financial statements
Statutory Auditors’ report on the consolidated financial statements

3

VALUATION OF GOODWILL AND INTANGIBLE ASSETS[Notes 5.1 “Goodwill”, 5.2 “Intangible assets” and 5.5 “Impairment tests” to the consolidated financial statements]
Key audit matter

Our response

As of December 31, 2023, the net carrying amount of goodwill
and intangible assets (hereinafter “the intangible assets”)
amounted to €2,779 million and €1,253 million respectively, or
30% of total assets. These intangible assets comprise assets
with an indefinite useful life (brands for €59 million) and assets
with finite useful lives (customer lists for €730 million, licenses
and software for €208 million, principally).

We have familiarized ourselves with the procedures andcontrols set up by the Group to identify indications of
impairment loss and determine the recoverable amount of
goodwill and intangible assets grouped in Cash Generating Units(CGUs) or groups of CGUs. Our other procedures primarily
consisted in:• assessing, compared to the provisions of IAS 36, theprinciples and methods used to determine the recoverable
amounts of the CGUs or groups of CGUs to which theintangible assets were assigned and reconciling the net
carrying amount of these assets with the data in theaccounting records;• reviewing the EBITDA multiples adopted and comparing
them with the available market data;• comparing, with our audit team’s valuation experts, theperpetual growth and discount rates adopted for thevaluations based on future cash flows with the macroeconomic data available at the closing date;• examining, through interviews with Management, the main
source data and assumptions for the operating estimates
underlying the cash flows used for the valuation models,
notably by comparing the estimates and projections of priorperiods with the actual figures;• performing our own sensitivity analyses of the assumptions
used for the cash flow forecasts.
We have also verified that the notes to the consolidated
financial statements provided an appropriate disclosure,particularly in regard to the key assumptions and the sensitivity
analysis.

In accordance with IAS 36 “Impairment of assets” and as
specified in Note 5.5 to the consolidated financial statements,
an impairment loss is recognized when the recoverable amountof these assets is less than the net carrying amount. The
recoverable amounts are determined in two steps (i) based on
the fair value assessed using the EBITDA multiple method and(ii), if necessary, should a potential impairment loss be
identified, based on the value in use estimated using thediscounted future cash flow method based on 5-year businessplans validated by Management.
We therefore considered the valuation of goodwill andintangible assets to be a key audit matter. Indeed, (i) theamount of these intangible assets in the Group’s financial
statements is material, (ii) the determination of theirrecoverable amount relies on Management judgment and theuse of assumptions. This recoverable amount is sensitive toassumptions adopted in terms of projected performance anddiscount and perpetual growth rates.

RECOGNITION OF THE LIABILITY RELATING TO SERVICE VOUCHERS IN CIRCULATION – FUNDS TO BE REDEEMED[Notes 4.6 “Change in working capital requirement and funds to be redeemed” and 4.7 “Change in reserved funds” to the consolidated
financial statements]
Key audit matter

Our response

The funds to be redeemed correspond to the face value ofservice vouchers in circulation and digital funds loaded on cards
but not yet redeemed to the affiliated merchants. They totaled€5,690 million, or 43% of your Group’s total assets as ofDecember 31, 2023, and result from multiple transactions:• on the one hand, with the customers for which the service
vouchers are issued or cards loaded, by offsetting a receipt offunds recognized either in available cash, or, in accordancewith applicable regulations, in service voucher reserved funds
mainly in France, the United Kingdom, Belgium and Romania;• and, on the other hand, with affiliated merchants who are
redeemed by Edenred for the service vouchers or cards usedby the beneficiaries in their establishment.
Considering (i) the material amount of funds to be redeemed onyour Group’s balance sheet, (ii) the importance of this aggregate
as a material component of working capital requirements, a key
performance indicator for Edenred’s activities, (iii) the volume offlows being translated in the balance of funds to be redeemedon the balance sheet and (iv) the dependence on information
systems managing these operations, we considered therecognition of funds to be redeemed to be a key audit matter.

We have familiarized ourselves with the procedures set up by
the Group to secure the flow of transactions inherent to thebusiness activity, in particular, the reconciliation of the balanceof funds to be redeemed at the closing date between theoperational IT applications and the accounting records. Ourother procedures primarily consisted in:• carrying out tests, with the assistance of the IT specialists on
our team, on the information systems to ensure that accessrights are secure and the correct uploading of different
ingoing and outgoing flows added to the balance of funds tobe redeemed;• examining the reconciliations performed by the Finance
Departments of the subsidiaries between the accounting
records and the operational IT applications and, if necessary,obtaining a justification of the differences initially identified;• analyzing the consistency of revenue recognized during the
fiscal year compared to the flows collected;• analyzing the bank reconciliations to determine the absenceof material items in the funds to be redeemed to affiliatedmerchants.
We have also verified that the notes to the consolidated
financial statements provided an appropriate disclosure, inparticular the qualitative information relating to the segregationof funds as well as service voucher reserved funds at theyear‑end date.

Edenred — 2023 Universal Registration Document

65

3

Financial statements
Statutory Auditors’ report on the consolidated financial statements

VALUATION FOR PROVISIONS RELATING TO LITIGATIONS, CLAIMS AND TAX RISKS[Notes 10.2 “Provisions”, 10.3 “Litigation and tax risks” and 13 “Subsequent events” to the consolidated financial statements]
Key audit matter

Our responseYour Group is party to a number of legal and anti-trust
proceedings with third parties or with legal and/or administrative
authorities, including tax authorities, investigations before state
courts, arbitral tribunals or regulated authorities, in the normal
course of its business.

Our work mainly consisted in:• investigating the procedures implemented by your Group inorder to identify all the litigations and risk exposures;• corroborating your analyses with the confirmations received
from the Group’s lawyers;• evaluating the analysis of the probability of risk occurrence
performed by your Group, as well as the assumptions on thebasis of which the provisions were estimated with respect tothe relevant supporting documentation and, if any, consultations
received by your Group’s external advisors. We have also had
recourse to our experts for the most complex analyses.
We have also verified that the notes to the consolidated
financial statements provided an appropriate disclosure,particularly the qualitative and quantitative information related
to the Group’s estimates and judgments.

The main disputes and investigations potentially having asignificant impact on your Group are recognized as liabilities orgive rise to the contingent liabilities described in Note 10.3 tothe consolidated financial statements.
We considered the valuation for provisions relating to litigations,claims and tax risks as a key audit matter given the amounts atstake and the judgement required to determine these liabilities inconstantly changing multiple regulatory contexts.

Specific verifications
We have also performed, in accordance with professional
standards applicable in France, the specific verifications requiredby laws and regulations of the information pertaining to theGroup presented in the Board of Directors’ 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 performancestatement required by Article L.225-102-1 of the French
Commercial Code is included in the information pertaining to theGroup presented in the management report, it being specified
that, in accordance with the provisions of Article L.823-10 of thecode, we have verified neither the fair presentation nor theconsistency with the consolidated financial statements of theinformation contained therein. This information should bereported on by an independent third party.

Other Legal and Regulatory Verifications or Information
Format of presentation of the consolidated financial statements intended to be includedin the annual financial report
We have also verified, in accordance with the professional
standard applicable in France relating to the procedures
performed by the statutory auditor relating to the annual andconsolidated financial statements presented in the European
single electronic format, that the presentation of theconsolidated financial statements intended to be included in theannual financial report mentioned in Article L. 451-1-2, I of theFrench Monetary and Financial Code (code monétaire et financier),prepared under the responsibility of the Chairman and Chief
Executive Officer, complies with the single electronic format
defined in the European Delegated Regulation No 2019/815 ofDecember 17, 2018. As it relates to consolidated financial
statements, our work includes verifying that the tagging of these
consolidated financial statements complies with the format
defined in the above delegated regulation.

Based on the work we have performed, we conclude that thepresentation of the consolidated financial statements included in
the annual financial report complies, in all material respects,
with the European single electronic format.
Due to the technical limits inherent to the macro-tagging of
consolidated financial statements in accordance with theEuropean single electronic format, it is possible that the content
of certain tags in the notes to the consolidated financial
statements are not presented in an identical manner to theaccompanying consolidated financial statements.
We have no responsibility to verify that the consolidated
financial statements that will ultimately be included by yourcompany in the annual financial report filed with the AMF are inagreement with those on which we have performed our work.

Appointment of the Statutory Auditors
Deloitte & Associés was appointed as statutory auditor of
Edenred by the Shareholders’ Meeting of April 3, 2010, while
Ernst & Young Audit was appointed as statutory auditor by the
Shareholders’ Meeting of May 4, 2016.

66

2023 Universal Registration Document — Edenred

As of December 31, 2023, Deloitte & Associés and Ernst & Young
Audit were in the 14th year and 8th year of total uninterrupted
engagement, respectively.

Financial statements
Statutory Auditors’ report on the consolidated financial statements

3

Responsibilities of Management and those charged with Governancefor the Consolidated Financial Statements
Management is responsible for the preparation and fairpresentation of the consolidated financial statements inaccordance with International Financial Reporting Standards as
adopted by the European Union, and for such internal control as
management determines is necessary to enable the preparationof consolidated financial statements that are free from material
misstatement, whether due to fraud or error.

The Audit Committee is responsible for monitoring the financial
reporting process and the effectiveness of internal control andrisk management systems and, where applicable, its internal
audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements have been approved by
the Board of Directors.

In preparing the consolidated financial statements, management
is responsible for assessing the Company’s ability to continue as agoing 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 its operations.

Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Objective 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 ahigh level of assurance, but is not a guarantee that an audit
conducted in accordance with professional standards will always
detect material misstatement when it exists. Misstatements canarise 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 taken on
the basis of these financial statements.
As specified by Article L.821-55 of the French Commercial Code,the scope of our statutory audit does not include assurance on
the future viability of the Company or the quality with which
Company’s management has conducted or will conduct theaffairs of the entity.
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 tothose risks, and obtains audit evidence considered to be
sufficient and appropriate to provide a basis for his opinion.
The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control;• Evaluates the appropriateness of accounting policies used andthe reasonableness of accounting estimates and related
disclosures made by management in the consolidated
financial statements; 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 or conditions may cause the Company to cease tocontinue as a going concern. If the statutory auditor concludes
that a material uncertainty exists, there is a requirement todraw 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;• Assesses the appropriateness of management’s use of the going
concern basis of accounting and, based on the audit evidence• Evaluates the overall presentation of the consolidated
financial statements and assesses whether these statements
represent the underlying transactions and events in a mannerthat achieves fair presentation;• Obtains sufficient appropriate audit evidence regarding thefinancial information of the entities or business activities
within the Group to express an opinion on the consolidated
financial statements. The statutory auditor is responsible forthe direction, supervision and performance of the audit of theconsolidated financial statements and for the opinion
expressed on these consolidated financial statements.

• 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;

Edenred — 2023 Universal Registration Document67

3

Financial statements
Statutory Auditors’ report on the consolidated financial statements

Report to the Audit and Risks Committee
We submit a report to the Audit and Risks Committee which
includes in particular a description of the scope of the audit andthe audit program implemented, as well as significant audit
findings. We also bring to its attention any significant
deficiencies in internal control regarding the accounting andfinancial reporting procedures that we have identified.
Our report to the Audit and Risks Committee includes the risks ofmaterial misstatement that, in our professional judgment, wereof most significance in 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 and Risks Committee with the declarationreferred to in Article 6 of Regulation (EU) no. 537/2014, confirming
our independence pursuant to the rules applicable in France as
defined in particular by Articles L.821-27 to L.821-34 of the French
Commercial Code and in the French Code of Ethics for Statutory
Auditors. Where appropriate, we discuss with the Audit and Risks
Committee the risks that may reasonably be thought to bear on our
independence, and where applicable, the related safeguards.

Paris-La Défense, March 18, 2024
The Statutory Auditors

68

ERNST & YOUNG Audit

Deloitte & Associés

Pierre JOUANNE

Guillaume CRUNELLE

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

3.2

Consolidated financial statements

3.2.1

Consolidated income statement(in € millions)Operating revenue

Notes

2023

2022

4.2

2,311

1,944

Other revenue

4.2

203

87

Total revenue

4.2

2,514

2,031

Operating expenses

4.3(1,420)(1,195)

Depreciation, amortization and provision expenses

5.6

(193)

(149)

Operating profit before other income and expenses (EBIT)

4.5

901

687

Share of net profit from equity-accounted companies

5.4

-

2

Other income and expenses

10.1

(195)

(30)

Operating profit including share of net profit from equity-accounted companies

706

659

6.1

(172)

(54)

534

605

7

(226)

(188)

NET PROFIT

308

417

Net profit attributable to owners of the parent

267

386

41

31

Net financial expense
Profit before tax
Income tax expense

Net profit attributable to non-controlling interests

8.3

Earnings per share (in €)

8.2

1.07

1.55

Diluted earnings per share (in €)

8.2

1.01

1.46

Notes

2023

2022

308

417

3.2.2

3

Consolidated statement of comprehensive income(in € millions)
Net profit
Other comprehensive income
Currency translation adjustment

86

101

Fair value adjustments to financial instruments and assets at fair value throughother comprehensive income

22

(17)

Tax on items that may be subsequently reclassified to profit or loss

(7)

5

Items that may be subsequently reclassified to profit or loss

101

89

Actuarial gains and losses on defined-benefit plans

(1)

16

-

(4)

Items that may not be subsequently reclassified to profit or loss

(1)

12

Total other comprehensive income

100

101

COMPREHENSIVE INCOME

408

518

Tax on items that may not be subsequently reclassified to profit or loss

Comprehensive income attributable to owners of the parent

1.5

362

486

Comprehensive income attributable to non-controlling interests

1.5

46

32

Edenred — 2023 Universal Registration Document

69

3

Financial statements
Consolidated financial statements

3.2.3

Consolidated statement of financial position

CONSOLIDATED ASSETS(in € millions)

Notes

2023

2022

Goodwill

5.1

2,779

1,605

Intangible assets

5.2

1,253

738

Property, plant and equipment

5.3

160

157

Investments in equity-accounted companies

5.4

18

67

Non-current financial assets

6.2

129

129

Deferred tax assets

7.2

55

35

Total non-current assets

4,394

2,731

Trade receivables

4.8

2,788

2,664

Inventories, other receivables and accruals

4.8

678

629
2,120

Restricted cash

4.7

2,073

Current financial assets

6.2

10

6

Other marketable securities

6.3

1,998

1,543

Cash and cash equivalents

6.3

1,354

1,481

Total current assets

8,901

8,443

TOTAL ASSETS

13,295

11,174

2023

2022

499

499

CONSOLIDATED EQUITY AND LIABILITIES(in € millions)

NotesIssued capital
Additional paid-in capital and consolidated retained earnings (accumulated losses)

(670)

(643)

Currency translation adjustment

(435)

(517)

Treasury shares

(73)

(57)

Equity attributable to owners of the parent

(679)

(718)

Non-controlling interests

110

105

8

(569)

(613)

Non-current debt

6.4/6.5

3,547

2,763

Other non-current financial liabilities

6.4/6.5

318

368

Non-current provisions

10.2

21

20

Deferred tax liabilities

7.2

256

138

Total equity

Total non-current liabilities

70

4,142

3,289

Current debt

6.4/6.5

536

167

Other current financial liabilities

6.4/6.5

69

43

Current provisions

10.2

10

10

Funds to be redeemed

4.6

5,690

5,840

Trade payables

4.6

1,653

1,033

Current tax liabilities

4.6

82

46

Other payables

4.8

1,682

1,359

Total current liabilities

9,722

8,498

TOTAL EQUITY AND LIABILITIES

13,295

11,1742023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

3.2.4

3

Consolidated statement of cash flows
Notes

Net profit attributable to owners of the parent
Non-controlling interests

2023

2022

267

386

41

31

-

(2)

346

164

Expenses related to share-based payments

21

20

Non-cash impact of other income and expenses

(8)

18

Difference between income tax paid and income tax expense

28

26

Share of net profit from equity-accounted companies

5.4

Depreciation, amortization and changes in operating provisions

3

10

Funds from operations including other income and expenses

Dividends received from equity-accounted companies

5.4

698

653

Other income and expenses (including restructuring costs)

32

20

730

673

Funds from operations before other income and expenses (FFO)
Decrease in working capital

4.6

300

84

Recurring decrease in restricted cash

4.7

65

275

1,095

1,032

Net cash from operating activities
Other income and expenses (including restructuring costs) received/paid

(43)

(19)

Net cash from operating activities including other income and expenses (A)

1,052

1,013

Acquisitions of property, plant and equipment and intangible assets

(190)

(151)

Acquisitions of investments
External acquisition expenditure, net of cash acquired
Proceeds from disposals of assets
Net cash from (used in) investing activities (B)Capital increase

(14)

(12)

(1,036)

(77)

12

29

(1,228)

(211)

-

(1)

3.2

(278)

(238)

(25)

(2)

Increase in non-current debt

6.5

1,198

10

Decrease in non-current debt

6.5

(255)

-

Dividends paid(1)(Purchases) sales of treasury shares

Change in current debt net of change in short-term investments

(493)

(597)

Net cash from (used in) financing activities (C)

147

(828)

Net foreign exchange differences (D)

(1)

(10)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(E) = (A) + (B) + (C) + (D)

(30)

(36)

Cash and cash equivalents at beginning of period

1,357

1,393

Cash and cash equivalents at end of period

1,327

1,357

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(30)

(36)

(1) Including cash dividends paid to owners of the parent for €249 million (€1 per share) and cash dividends paid to non-controlling interests for €29 million.

Net cash and cash equivalents at the end of the period can be analyzed as follows:
Notes

2023

2022

Cash and cash equivalents

6.3

1,354

1,481

Bank overdrafts

6.5

(27)

(124)

1,327

1,357

NET CASH AND CASH EQUIVALENTS

Edenred — 2023 Universal Registration Document71

3

Financial statements
Consolidated financial statements

3.2.5

Consolidated statement of changes in equity(in € millions)

ConsoliCumulative
dated
actuarial
retained
Cumulative Cumulative
gains
fair value (losses) on Cumulative
earnings compensation
Addi(accucosts – adjustments
currency
tionaldefinedshare‑based to financial
benefit translation
Issued paid-in Treasury mulated
Notes capital capital
payments instruments
sharesplans adjustment
losses)Notes
2021
Appropriationof 2021 net profit

8

Net profit
attriEquity
butable to attributable Total nonowners of to owners of controlling Total
the parent
interests equity
the parent

1.5

499

1,055

(67)

(2,294)

153

10

(7)

(615)

313

(953)

84

(869)

-

-

-

313

-

-

-

-

(313)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(10)

-

-

-

-

-

-

-

(10)

-

(10)

-

-

-

-

-

-

-

-

-

-

-

-

Increase(decrease) inshare capital• in cash• cancellationof treasury
shares• options
exercised• dividends
reinvested
in new shares

72

-

-

-

-

-

-

-

-

-

-

-

-

Dividends paid

-

-

-

(224)

-

-

-

-

-

(224)

(14)

(238)

Changesin consolidation
scope

-

-

-

(37)

-

-

-

-

-

(37)

9

(28)

Compensation
costs – sharebased payments

-

-

-

-

20

-

-

-

-

20

-

20

(Acquisitions)disposalsof treasury shares

-

-

10

-

-

-

-

-

-

10

-

10

Other

-

-

-

(9)

-

(1)

-

-

-

(10)

(6)

(16)

Other
comprehensive
income

-

-

-

-

-

(10)

12

98

-

100

1

101

Net profit
for the period

-

-

-

-

-

-

-

-

386

386

31

417

TOTAL
COMPREHENSIVEINCOME

-

-

-

-

-

(10)

12

98

386

486

32

518

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements(in € millions)

ConsoliCumulative
dated
actuarial
retained
Cumulative Cumulative
gains
fair value (losses) on Cumulative
earnings compensation
Addi(accucosts – adjustments
currency
tionaldefinedshare‑based to financial
benefit translation
Issued paid-in Treasury mulated
Notes capital capital
payments instruments
sharesplans adjustment
losses)2022
Appropriationof 2022 net profit

3

Net profit
attriEquity
butable to attributable Total nonowners of to owners of controlling Total
interests equity
the parent
the parent

499

1,045

(57)

(2,251)

173

(1)

5

(517)

386

(718)

105

(613)

-

-

-

386

-

-

-

-

(386)

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(9)

-

-

-

-

-

-

-

(9)

-

(9)

-

-

-

-

-

-

-

-

-

-

-

-

Increase(decrease)in share capital• in cash• cancellationof treasury
shares• options
exercised• dividends
reinvested
in new shares

-

-

-

-

-

-

-

-

-

-

-

-

Dividends paid

3.2

-

-

-

(249)

-

-

-

-

-

(249)

(29)

(278)

Changesin consolidation
scope

2

-

-

-

(21)

-

(2)

-

(1)

-

(24)

(14)

(38)

Compensation
costs – sharebased payments

-

-

-

-

21

-

-

-

-

21

-

21

(Acquisitions)disposalsof treasury shares

-

-

(16)

-

-

-

-

-

-

(16)

-

(16)

Other

-

-

-

(43)

-

(3)

-

-

-

(46)

2

(44)

Other
comprehensive
income

-

-

-

-

-

13

(1)

83

-

95

5

100

Net profit
for the period

-

-

-

-

-

-

-

-

267

267

41

308

TOTAL
COMPREHENSIVEINCOME

-

-

-

-

-

13

(1)

83

267

362

46

408

499

1,036

(73)

(2,178)

194

7

4

(435)

267

(679)

110

(569)

2023

The line “Other” corresponds mainly to the impact, on consolidated retained earnings and non-controlling interests, of the liability
relating to the options over the non-controlling interests (see Note 6.5 “Net debt and net cash”), and the reclassification of the historicalimpact of hyperinflation in Argentina and Turkey from attributable retained earnings to currency translation adjustments (see Note 1.5“Presentation currency and foreign currencies”).

Edenred — 2023 Universal Registration Document73

3

Financial statements
Consolidated financial statements

3.2.6

Notes to the consolidated financial statements

Presentation of the Group and basisof preparation of the consolidated
financial statements

75

NOTE 2Acquisitions, development projects
and disposals

78

NOTE 10 Other provisions, income and expenses

123

NOTE 3Significant events

79

NOTE 11Additional information

128

NOTE 4

Operating activity

80

NOTE 12

List of consolidated companies
at December 31, 2023

130

NOTE 5

Non-current assets

89

NOTE 6

Financial items

97

NOTE 7

Income tax – effective tax rate

112

NOTE 1NOTE 8Equity114

NOTE 9

Employee benefits

117

NOTE 13 Subsequent events

This icon indicates an IFRS standard issue.

This icon indicates a definition specific to the Edenred group.
This icon indicates the use of an estimate or judgment. In the absence of standards or interpretations applicable toa specific transaction, the management of Edenred uses judgment to define and apply the accounting methods
that will provide relevant and reliable information, so that the financial statements present a true and fair viewof the financial position, the financial performance and the cash flows of the Group, and show the economic realityof transactions.
This icon indicates the Group’s figures for the current period as well as the comparative period.

742023 Universal Registration Document — Edenred

135

Financial statements
Consolidated financial statements

NOTE 1
1.1

Presentation of the Group and basis of preparationof the consolidated financial statements

Business overview

Edenred is a leading digital platform for services and payments
and the everyday companion for people at work, connecting
more than 60 million users and more than 2 million partner
merchants in 45 countries via close to 1 million corporate clients.
Edenred offers specific-purpose payment solutions for food(such as meal benefits), engagement (such as gift cards anddedicated platforms), mobility (such as multi-energy solutions,
including EV charging, maintenance, toll, parking and commuter
solutions) and corporate payments (such as virtual cards).
True to the Group’s purpose, “Enrich connections. For good.”,these solutions enhance users’ well-being and purchasing power.
They improve companies’ attractiveness and efficiency, andvitalize the employment market and the local economy. They
also foster access to healthier food, more environmentallyfriendly products and softer mobility.

1.2

In 2023, thanks to its global technology assets, the Groupmanaged €41 billion in business volume, primarily carried out via
mobile applications, online platforms and cards.
Edenred is listed on the Euronext Paris stock exchange andincluded in the following indices: CAC 40, CAC 40 ESG, CAC Large
60, Euronext 100, Euronext Tech Leaders, FTSE4Good and MSCI
Europe.

This financial policy requires rigorous monitoring of debt andcapital ratios when determining investment, acquisition andshareholder return policies. The Group may adjust its dividend
policy, return capital to shareholders or issue new shares tooptimize its capital structure.

Information about the parent company

Edenred SE is a European company with a Board of Directors and is theparent company of the Edenred group. Its registered office is locatedat 14-16, boulevard Garibaldi, 92130 Issy-les-Moulineaux, France.
The Company is governed by applicable European Union law and
French law provisions, and by its bylaws. It has share capital of€499,176,118 and is registered in France on the Nanterre Tradeand Companies Register under No. 493,322,978, NAF code: 7010Z.

1.4

Edenred’s 12,000 employees are committed to making the worldof work a connected ecosystem that is safer, more efficient andmore responsible every day.

Management of the Group's capital structure

Edenred’s main objective is to maintain a balanced capital
structure that maximizes value for shareholders and iscompatible with a “Strong Investment Grade” rating, enabling it
to access capital markets on favorable terms.

1.3

3

Edenred SE is responsible for the management and coordinationof all its subsidiaries and provides them with management
assistance, particularly in legal, financial and tax matters and withregard to information systems.
These consolidated financial statements for the year ended
December 31, 2023 were approved for publication by the Boardof Directors of Edenred on February 26, 2024. They will be
submitted for shareholders’ approval during the General
Meeting on May 7, 2024.

Basis of preparation of the consolidated financial statements
Pursuant to European Regulation (EC) 1606/2002 of July 19, 2002, the Edenred consolidated financial statements for theyear ended December 31, 2023 have been prepared in accordance with the International Financial Reporting Standards(IFRS) adopted by the European Union as of that date. They include comparative financial information for 2022, prepared inaccordance with the same principles and conventions and the same standards.
Based on the Group's performance, cash flows and net assets, the consolidated financial statements have been preparedon a going concern basis.
The financial statements are presented in million euros, rounded to the nearest million. In some cases, rounding may leadto non-material differences between reported totals and the sum of the reported amounts.
The accounting policies used by the Group to prepare the 2023 consolidated financial statements are the same as those
applied to prepare the 2022 consolidated financial statements, with the exception of the standards, amendments andinterpretations effective for annual reporting periods beginning on or after January 1, 2023.

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Financial statements
Consolidated financial statements

1.4.1 Standards, amendments and interpretations effective for reporting periods
beginning on or after January 1, 2023
The following standards, amendments and interpretations adopted
by the European Union became effective on January 1, 2023:• IFRS 17 – Insurance Contracts, and its amendments
Amendment to IFRS 17, and Initial Application of IFRS 17 and
IFRS 9 – Comparative Information;• Amendments to IAS 1 – Disclosure of Accounting Policies;• Amendments to IAS 8 – Definition of Accounting Estimates;• Amendments to IAS 12 – Deferred Tax Related to Assets andLiabilities Arising from a Single Transaction;• Amendments to IAS 12 – International Tax Reform – Pillar Two
Model Rules.

In response to the “Pillar Two” international tax reform aimed at
introducing a minimum global tax rate of 15%, the IASB
published the amendments to IAS 12 on May 23, 2023, withimmediate and retrospective effect.
Under these amendments, entities must not recognize deferred
tax in line with Pillar Two rules and must provide qualitative andquantitative information about their exposure to any top-up
taxes. While the assessment is still under way, the Groupconsiders that its exposure to Pillar Two rules remains limited,
and the expected impacts are not material.
Their application had no material impact on the periods presented.

1.4.2 Standards, amendments and interpretations effective after 2023
The following standards, amendments and interpretations
published by the IASB are not yet effective in 2023:• Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback;• Amendments to IAS 1 – Classification of Liabilities as Current
or Non-current, and Non-Current Liabilities with Covenants;

1.5• Amendments to IAS 7 and IFRS 7 – Supplier Finance
Arrangements;• Amendments to IAS 21 – The Effects of Changes in Foreign
Exchange Rates.
The Edenred group chose not to early adopt these standards,
amendments and interpretations at January 1, 2023. The impact
of applying these standards is currently being analyzed.

Presentation currency and foreign currencies
In accordance with IAS 21 – The Effects of Changes in Foreign Exchange Rates, and for consolidation needs, balance sheet
items expressed in a functional currency other than the euro are translated into euros at the exchange rate on the balance
sheet closing date (closing exchange rate). Income statements expressed in a functional currency other than the euro aretranslated at the average rate for the period. Differences arising from translation are recorded as a separate component ofequity and recognized in profit or loss on disposal or closing of the business.

2023

2022

Closing rate
at Dec. 31, 2023

Average rate

Closing rate
at Dec. 31, 2022

Average rate

ISO code

Currency

Country

EUR 1 =EUR 1 =EUR 1 =EUR 1 =ARS

Peso

Argentina

893.36893.36188.93188.93

BRL

Real

Brazil

5.36

5.40

5.64

5.44

AED

DirhamUnited Arab Emirates

4.06

3.97

3.92

3.87

USD

US dollar

United States

1.11

1.08

1.07

1.05

MXN

Peso

Mexico

18.72

19.19

20.86

21.19

CZK

KorunaCzech Republic

24.72

24.00

24.12

24.56

RON

Leu

Romania

4.98

4.95

4.95

4.93

GBP

Pound sterling

United Kingdom

0.87

0.87

0.89

0.85

SEK

Krona

Sweden

11.10

11.47

11.12

10.63

TWD

Taiwan dollar

Taiwan

33.79

33.70

32.78

31.33

TRY

Lira

Turkey

32.65

32.65

19.96

19.96

VES

BolivarVenezuela

39.57

39.57

18.03

6.89

The impact on attributable consolidated equity of currency translation adjustments was a positive €83 million between December 31, 2022
and December 31, 2023.

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Consolidated financial statements

3

The difference mainly reflects the impact of hyperinflation (see paragraph below) and translation adjustments on the following currencies:
Currency

Country2023

BRL

ISO codeReal

Brazil33

USD

US dollar

United States

(19)

MXN

Peso

Mexico26

GBP

Pound sterling

United Kingdom

15

The €435 million negative translation reserve attributable toowners of the parent corresponds mainly to translation
adjustments arising from changes in exchange rates for theBrazilian real for a negative €305 million, the Venezuelan bolivar
for a negative €130 million, the Argentine peso for a negative€45 million, the Turkish lira for a negative €25 million, poundsterling for a negative €8 million and the US dollar for a positive€24 million, as well as the impact of hyperinflation in Argentina
for €27 million and in Turkey for €10 million.

Hyperinflation in Argentina and Turkey
Argentina and Turkey have been qualified as hyperinflationary
economies since July 1, 2018 and January 1, 2022, respectively.
The Group applies IAS 29 – Financial Reporting in Hyperinflationary
Economies to its operations in these countries.
A EUR/ARS exchange rate of 893.36 and a EUR/TRY exchange
rate of 32.65 have been used. Non-monetary items have beenadjusted using Argentina's IPC consumer price index, publishedby national statistics institute INDEC, and Turkey's TÜFEconsumer price index, respectively. In accordance with IAS 29,

1.6

the impact of remeasuring non-monetary items in the opening
statement of financial position is recognized in the statement ofcomprehensive income (OCI).
The application of hyperinflationary accounting to Argentina andTurkey had a €13 million negative impact on net profit attributableto owners of the parent, and a €14 million positive impact on
consolidated equity. The historical impact of hyperinflation wasreclassified from attributable retained earnings to currencytranslation adjustments for €23 million.

Use of judgments and estimates

The preparation of financial statements requires the use of
estimates and assumptions to determine the reported amount ofcertain assets, liabilities, income and expenses, and to take into
account the potential positive or negative effect of uncertainties
existing at the reporting date, based on information available atthe end of the reporting period.
Due to changes in the assumptions used and economic
conditions different from those existing at the balance sheet
date, the amounts in the Group's future financial statements
could be materially different from current estimates.
In particular, the Group used judgments and estimates inassessing the recoverable amount of goodwill and intangible
assets (see Note 5.5 “Impairment tests“); in valuing right-of-use
assets and lease liabilities, subject in particular to management's
estimates of the term of property leases (see Note 5.3 “Property,
plant and equipment“); in estimating expected credit losses (seeNote 4.6 “Change in working capital and funds to be redeemed“); in
measuring assets acquired in business combinations at fair value(see Note 5.1 “Goodwill“); in estimating the amount of provisions
for employee benefit obligations, the calculation of which ispartly based on actuarial assumptions (see Note 9.2 “Provisions
for pensions and other post-employment benefits“); in determining

provisions for contingencies and charges (see Note 10.2
“Provisions“); and in measuring deferred tax assets arising fromtax loss carryforwards based on projections of taxable profits(see Note 7.2 “Deferred taxes“).
The Group also exercised its judgment in determining anddisclosing the impact of the Russo-Ukrainian conflict on its
financial statements. The Group ceased all operations in Russia
indefinitely in March 2022 in line with sanctions imposed by theEuropean Union. Its operations in the country were limited toproviding access to a fuel distribution network. In Ukraine, theGroup's operations are also limited to providing access to a fueldistribution network. Edenred's direct economic exposure to thisconflict is therefore limited.
However, the Group has observed that certain countries havelevied economic sanctions on Russia due to the conflict. While
the Group did not observe any impact on its operations in 2023,
these sanctions could nevertheless lead to a worldwide
slowdown in business activity and therefore negatively impact
growth in the business volume generated by the Group's
solutions. Although this impact is still difficult to estimate
accurately, Edenred reaffirms its confidence in its ability togenerate sustainable and profitable growth in 2024.

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Financial statements
Consolidated financial statements

Assessing the impact of climate change on financial statements
The Group exercised its judgment in assessing the risks andimpacts of climate change on its financial statements. The
significant risks identified and their impact are as follows:
The shift towards a low-carbon economy and the introduction ofcarbon tax policies to regulate emissions could impact theGroup’s fleet and mobility solutions in the long run.
In the light of climate change and the evolving electric vehicle
market, there is a new risk posed by competitors specializing inelectric vehicle recharging. Fuel card revenues could also be
impacted by the growing share of electric vehicles in new vehicle
sales, as statistically, these vehicles are less likely to be recharged
at recharging stations than at home or at the workplace.
Management factored these considerations into the growth anddevelopment assumptions used for impairment tests conductedon property, plant and equipment and intangible assets. The
Group has not identified any impairment losses on its assets inthis respect. The above-mentioned climate issues have notaffected the useful lives of the Group's assets, anddepreciation /amortization schedules have been maintained.

NOTE 2

In addition, a growing proportion of the Group’s activities are
based on processing IT transactions, leading to a dependence on
the elements that make up network infrastructures, such as thesources of electricity used, the smooth running of the Internet
network or the availability of data centers. Most of the scenarios
drawn up by specialist observers predict an increase in thefrequency and intensity of extreme weather events, which could
lead to flooding or power cuts. For the Group, businessinterruptions resulting from extreme weather events may lead to
extra expenses for the repair of offices or facilities used by
Edenred, as well as the risk of revenue loss.
In addition to economic criteria, performance share plans include
three CSR criteria, one of which is the reduction in greenhousegas emissions.
Finally, during the risk analyses carried out by the legal
department, the Group concluded that it is not exposed to any
significant legal risk related to climate change. The Group has notrecognized any provisions for contingencies and charges in thisrespect.

Acquisitions, development projects and disposals

In accordance with IFRS 10 – Consolidated Financial Statements, control over an entity has been determined based on areview of the criteria specified in the standard, which is not limited to the percentage of control (more than 50%); an
investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee.
In the year following the acquisition of a consolidated company, fair value adjustments are made to the identifiable assets
and liabilities acquired. For this purpose, fair values are determined in the new subsidiary's local currency. In
subsequent years, these fair value adjustments follow the same accounting treatment as the items to which they relate.
In accordance with IFRS 11 – Joint Arrangements, companies over which the Group exercises significant influence, either
directly or indirectly, are accounted for by the equity method. Under the equity method, investments in associates and joint
ventures are initially recognized at cost and adjusted thereafter for the post-acquisition change in the investor's share of
the investee's net assets.
The Group has accounted for business combinations and changes in ownership interest that do not result in a loss ofcontrol in accordance with IFRS 3 (revised) – Business Combinations and IFRS 10 – Consolidated Financial Statements.
As part of certain acquisitions and/or business combinations, the Group regularly grants commitments to buy back minority
shareholders' interests. The exercise price of these options can be fixed or calculated using a predefined formula, and they
can be exercised at any time or at a set date. The Group records a financial liability at its present value for the puts granted
to the minority shareholders of the entities concerned. Subsequent changes to the commitment's value are recognizedwith adjustments to the equity attributable to owners of the parent.
All equity security transactions between controlling and non-controlling shareholders not involving a loss of control must
be recognized directly in equity.

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Consolidated financial statements

2.1

3

Acquisitions, development projects and disposals in 2023

Edenred PayTech
On March 27, 2023, Edenred raised its stake in Edenred PayTech (ex-Prepay Technologies) to 100% following the acquisition of theremaining 28.29% of the share capital. The impact corresponded to a €22 million decrease in equity attributable to owners of the parent
and a €15 million decrease in non-controlling interests.

Reward Gateway
On May 16, 2023, Edenred acquired 100% of Reward Gateway, a leading employee engagement platform.
The following table sets out the purchase price allocation as of May 16, 2023, the date on which Edenred obtained control:(in € millions)Purchase price allocation

Brands6

Customer relationships

397

Other intangible assets

41

Property, plant and equipment

3

Deferred tax assets

4

Trade receivables

42

Cash and cash equivalents

33

Non-current debt

(251)

Deferred tax liabilities(116)

Trade payables(21)

Other current and non-current assets and liabilities(194)

Net assets acquired(56)

Goodwill

1,092

Carrying amount of investment

1,036

The amounts presented in the table above are based on Reward
Gateway’s financial statements at the date of acquisition ofcontrol, as harmonized in accordance with Edenred’s accounting
policies and the adjustment of values of the main assets andliabilities, leading to a recognition of provisional goodwill of€1,092 million. The main revaluation of acquired assets andliabilities relates to client relationships.

In 2023, the acquisition of Reward Gateway generated a cash
outflow of €1,010 million, net of net debt assumed.
Acquisition-related costs were recognized under “Other income
and expenses” for €16 million.
In 2023, Reward Gateway’s total consolidated revenue was€80 million, with EBIT of €17 million.

GOintegro
On June 29, 2023, Edenred acquired 75% of GOintegro, a Latin American provider of a SaaS employee engagement platform. The
provisional purchase price allocation primarily led to the recognition of goodwill for €17 million. Edenred granted a put option to thenon-controlling interests on the remaining 25% stake.

NOTE 3
3.1

Significant events

Decision by the French Antitrust Authority

In 2015, a complaint was filed with the French Antitrust
Authority (Autorité de la Concurrence, or ADLC) against several
French companies in the meal voucher sector, including Edenred
France (see Note 10.3 “Claims, litigation and risk”). In 2019, theGroup was ordered to pay a fine of €158 million. This amount
was paid by the Group in 2021, pending consideration of its
counter-arguments by the Court of Appeal. The asset associated

3.2

with the settlement of the fine was recognized in otherreceivables. On November 16, 2023, the Paris Court of Appeal
upheld the ADLC’s decision 19-D-25 of December 19, 2019.
Pending the presentation of its arguments to the French Courtof Cassation (Cour de cassation), the Group decided to fully write
down the asset associated with the payment of the fine at
December 31, 2023.

Payment of the 2022 dividend

At the Combined General Meeting on May 11, 2023, Edenred shareholders approved a dividend of €1 per share in respect of 2022.
The total dividend amounted to €249 million and was paid in cash to Group shareholders on June 9, 2023.

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79

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Financial statements
Consolidated financial statements

NOTE 4
4.1

Operating activity

Operating segments
IFRS 8 requires companies to present financial information aggregated into “operating segments”. The operating segments
must reflect the groupings made by “the chief operating decision maker” for the purposes of allocating resources andassessing the performance of the consolidated group.
For aggregation to occur, IFRS 8 requires that the operating segments have similar long-term economic characteristics, andbe similar in each of the following respects:(a) the nature of the products and services;(b) the nature of the production processes;(c) the type or class of customer for their products and services;(d) the methods used to distribute their products or provide their services; and(e) if applicable, the nature of the regulatory environment, for example, banking, insurance or public utilities.

Chief operating decision maker
Edenred's chief operating decision maker is the Chief Executive Officer assisted by the Executive Committee (or “executive
management”). Executive management makes decisions about resource allocation to the operating segments and assesses
their performance.
Executive management decisions are based on data produced by the Group’s internal reporting system. The internalreporting system presents information at the country level. This is because Edenred’s business is multi-location with
operational decisions made at the level of each homogeneous geographic area.
In the Group’s internal reporting system, country-level information is aggregated into four geographical operating
segments:• France;• Europe (excluding France);• Latin America;• Rest of the World.
Except France, the presented segments are thus aggregations of operating segments.

Aggregation
The “Europe (excluding France)” and “Latin America” aggregations meet the criteria mentioned above.
The “Rest of the World” segment aggregates the countries that are not included in “France”, “Europe (excluding France)”
and “Latin America”.
Finally, “Other” includes the Edenred SE holding company, regional headquarters and companies with no operating activity.
Transactions between segments are not material.

Condensed financial information
Executive management uses the following indicators to track business performance:• total revenue;• EBITDA;• EBIT.

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Consolidated financial statements

3

Total revenue from operating segments (including inter-segment revenue)

732

Latin America

322 France

Rest of the World 160

372 France

Rest of the World 232

2023
TOTAL:
2,514

2022
TOTAL:
2,031

645

Latin America

904

1,178

Europe (excl. France)

Europe (excl. France)

EBITDA(9) Other141 France

Rest of the World 58

309

Latin America(14) Other
117 France

Rest of the World 38

276

2023
TOTAL:
1,094

Latin America

2022
TOTAL:
836
419

595

Europe (excl. France)

Europe (excl. France)

Reconciliation of EBITDA(in € millions)FranceEurope(excl. France)

Latin
AmericaRestof the World

Other

Total

Total revenue

372

1,178

732

232

-

2,514

Operating expenses

(231)

(583)

(423)

(174)

(9)

(1,420)EBITDA – 2023

141

595

309

58

(9)

1,094

EBITDA – 2022

117

419

276

38

(14)

836

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EBIT(22) Other
113 France

Rest of the World 36

257

Latin America

Other (24)93 France

Rest of the World 21

2023
TOTAL:901

2022
TOTAL:
687

232

Latin America

517

Europe (excl. France)

365

Europe (excl. France)

Statement of financial position(in € millions)

EuropeFrance (excl. France)Restof the World

Other

2023

Goodwill

167

1,294

407

911

-

2,779

Intangible assets

85

590

306

225

47

1,253

Property, plant and equipment

33

69

32

11

15

160

Non-current financial assets and investmentsin equity-accounted companies

56

20

17

4

50

147

Deferred tax assets

3

14

36

2

-

55
4,394

Non-current assets

344

1,987

798

1,153

112

Current assets

1,422

3,949

2,265

529

736

8,901

TOTAL ASSETS

1,766

5,936

3,063

1,682

848

13,295Equity and non-controlling interests

(427)

1,518

943

986

(3,589)

(569)

45

245

109

42

3,701

4,142

Current liabilities

2,148

4,173

2,011

654

736

9,722

TOTAL EQUITY AND LIABILITIES

1,766

5,936

3,063

1,682

848

13,295(in € millions)

EuropeFrance (excl. France)

Latin
AmericaRestof the World

Other

2022

Non-current liabilities

Goodwill

163

552

374

516

-

1,605

Intangible assets

82

253

260

112

31

738

Property, plant and equipment

37

65

30

10

15

157

Non-current financial assets and investmentsin equity-accounted companies

56

74

9

4

53

196

Deferred tax assets

3

11

20

1

-

35

Non-current assets

341

955

693

643

99

2,731

Current assets

1,348

3,205

1,910

437

1,543

8,443

TOTAL ASSETS

1,689

4,160

2,603

1,080

1,642

11,174Equity and non-controlling interests

(198)

788

799

585

(2,587)

(613)
3,289

Non-current liabilities

82

Latin
America

47

114

131

12

2,985

Current liabilities

1,840

3,258

1,673

483

1,244

8,498

TOTAL EQUITY AND LIABILITIES

1,689

4,160

2,603

1,080

1,642

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Consolidated financial statements

4.2

3

Segment information
As explained in section 9.12 "Financial and operational glossary”, like-for-like or organic growth corresponds to comparable
data, that is, at constant scope of consolidation and exchange rates. This indicator reflects the Group’s business performance.

Changes in revenue between 2023 and 2022 break down as follows:

Operating revenue
Other revenue
TOTAL REVENUE

Changes in
Organic growth consolidation scope

Currency effect

2023

2022

In €m

As a %In €m

As a %

In €m

2,311

1,944

203

87

339

+17%

96

+5%

136

+158%

1

+0%

2,514

2,031

+475

+23%

+97

+5%

Total change

As a %In €m

As a %

(68)

(3)%

367

+19%

(21)

(24)%

116

+134%

(89)

(4)%

+483

+24%

4.2.1 Segment information by indicator
Total revenue by region

Total revenue is made up of operating revenue and other revenue.

(in € millions)

EuropeFrance (excl. France)

Latin
AmericaRestof the World

Total

Total revenue – 2023

372

1,178

732

232

2,514

Total revenue – 2022

322

904

645

160

2,031

Change

+50

+274

+87

+72

+483

% change

+16%

+30%

+13%

+44%

+24%

LIKE-FOR-LIKE CHANGE
LIKE-FOR-LIKE CHANGE AS A %

+49

+226

+127

+73

+475

+15%

+25%

+20%

+46%

+23%

Operating revenue by region

Changes in operating revenue between 2023 and 2022 break down by region as follows:FranceEurope (excl.
France)Latin
AmericaRestof the World

Total

Operating revenue – 2023

348

1 086

667

210

2,311

Operating revenue – 2022

315

874

603

152

1,944

Change

+33

+212

+64

+58

+367

% change

+10%

+24%

+11%

+37%

+19%

+32

+164

+92

+51

+339

+10%

+19%

+15%

+33%

+17%

(in € millions)

LIKE-FOR-LIKE CHANGE
LIKE-FOR-LIKE CHANGE AS A %In 2023, operating revenue for Brazil stood at €455 million, versus €422 million in 2022.

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Financial statements
Consolidated financial statements

Other revenue by region

Other revenue is the interest generated by investing cash over the period between:• the issuance date and the reimbursement date for prepaid vouchers; and• the loading date and the redeeming date for prepaid cards.

(in € millions)

EuropeFrance (excl. France)

Latin
AmericaRestof the World

Total
203

Other revenue – 2023

24

92

65

22

Other revenue – 2022

7

30

42

8

87

Change

+17

+62

+23

+14

+116

% change

+249%

+203%

+56%

+182%

+134%

+17

+62

+34

+23

+136

+249%

+206%

+83%

+295%

+158%

LIKE-FOR-LIKE CHANGE
LIKE-FOR-LIKE CHANGE AS A %4.2.2 Operating revenue by business line
In accordance with IFRS 15, revenue is recognized upon the transfer of control to the customer. The Group acts almost
exclusively as an agent for its three main businesses, recognizing only an agency commission. For any other transactions inwhich the Group acts as the principal, revenue is recognized in full.
For the Benefits & Engagement and Mobility business lines, revenue corresponds to:• commissions received from corporate clients; recognized when vouchers are issued to clients;• commissions received from partner merchants, recognized upon presentation of the vouchers for reimbursement
following their use by the beneficiary;• profits on vouchers that expire without being reimbursed, recognized in income after the expiry date of thereimbursement rights or using a statistical model;• commissions received from corporate clients for use of the Group's platforms, recognized on a straight-line basis overthe periods of use.
In addition to the information broken down by region as presented in the section on segment information, the following tables show abreakdown of the Group’s operating revenue by business line.
Benefits& Engagement

MobilityComplementary
Solutions

Total

Operating revenue – 2023

1,449

577

285

2,311

Operating revenue – 2022

1,152

539

253

1,944

(in € millions)

Change

+297

+38

+32

+367

% change

+26%

+7%

+13%

+19%

LIKE-FOR-LIKE CHANGE

+225

+87

+27

+339

LIKE-FOR-LIKE CHANGE AS A %

+20%

+16%

+11%

+17%

Complementary Solutions encompasses Corporate Payment Services, Incentive & Rewards Solutions, and Public Social Programs.

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4.3

3

Operating expenses(in € millions)

2023

2022

Employee benefit expense

(682)

(560)

Costs of sales

(200)

(182)

Business taxes

(61)

(57)

Other operating expenses

(477)

(396)

(1,420)(1,195)TOTAL OPERATING EXPENSES

Other operating expenses mainly comprise IT expenses, external fees, marketing and advertising expenses, additions to and reversals of
impairment of current assets, and development expenses.

4.4

EBITDA
Changes in EBITDA between 2023 and 2022 break down as follows:

Changes in
Organic growth consolidation scope

Currency effectTotal change(in € millions)

2023

2022

In €m

As a %In €m

As a %In €m

As a %In €m

As a %EBITDA

1,094

836

+284

+34%

+27

+3%

(53)

(6)%

+258

+31%

EBITDA is analyzed by operating segment in the table below:(in € millions)

EuropeFrance (excl. France)

Latin
AmericaRestof the World

Other

Total
1,094

EBITDA – 2023

141

595

309

58

(9)

EBITDA – 2022

117

419

276

38

(14)

836

Change

+24

+176

+33

+20

+5

+258

% change

+19%

+42%

+12%

+56%

+33%

+31%

+24

+156

+61

+36

+7

+284

+19%

+37%

+22%

+97%

+46%

+34%

LIKE-FOR-LIKE CHANGE
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4.5

EBIT
Changes in EBIT between 2023 and 2022 break down as follows:

Changes in
Organic growth consolidation scope

Currency effectTotal change(in € millions)

2023

2022

In €m

As a %In €m

As a %In €m

As a %In €m

As a %

EBIT

901

687

+262

+38%

+3

+0%

(51)

(7)%

+214

+31%

EBIT is analyzed by operating segment in the table below:(in € millions)

EuropeFrance (excl. France)

EBIT – 2023

113

517

Latin
AmericaRestof the World

Other

Total

257

36

(22)

901

EBIT – 2022

93

365

232

21

(24)

687

Change

+20

+152

+25

+15

+2

+214

% change

+22%

+41%

+11%

+72%

+8%

+31%

+20

+149

+54

+35

+4

+262

+22%

+41%

+24%

+169%

+15%

+38%

LIKE-FOR-LIKE CHANGE
LIKE-FOR-LIKE CHANGE AS A %4.6

Change in working capital and funds to be redeemed
Funds to be redeemed correspond to the face value of all vouchers in circulation and funds loaded on cards but not yet
used. They derive from multiple transactions:• on the one hand, with customers to whom vouchers have been issued or whose cards have been loaded, with acorresponding inflow recognized either in available cash or – depending on applicable regulations – in restricted cash
(mainly in France, Belgium, the United States, the United Kingdom, Brazil, Romania and Mexico);• on the other hand, with merchants that are reimbursed by Edenred with respect to the vouchers and cards used by
employees in their establishments.
Given the nature of Edenred’s business, funds to be redeemed are a key indicator in managing the Group’s operations, inthe same way as restricted cash (see Note 4.7 “Change in restricted cash”).
Funds to be redeemed are recognized in current liabilities.

(in € millions)

2023

2022

ChangeInventories, net

67

59

8

Trade receivables, net, linked to funds to be redeemed

1,358

1,479

(121)

Trade receivables, net, not linked to funds to be redeemed

1,430

1,185

245

611

570

41

Other receivables, net
Working capital – assets

3,466

3,293

173

Trade payables(1,653)(1,033)(620)

Other payables(1,682)(1,359)(323)

Funds to be redeemed(5,690)(5,840)150

Working capital – liabilities(9,025)(8,232)(793)

NEGATIVE WORKING CAPITAL(5,559)(4,939)

(620)

(82)

(46)

(36)

(5,641)(4,985)(656)

Current tax liabilities
NET NEGATIVE WORKING CAPITAL(INCL. CORPORATE INCOME TAX LIABILITIES)

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At December 31, 2023, working capital stood at negative€5,641 million versus negative €4,985 million at December 31,
2022. The difference in working capital (excluding corporate
income tax liabilities) is mainly attributable to:• a significant increase in trade payables (€620 million) due togrowth in the Mobility business line, generating at the sametime an increase in trade receivables not related to funds tobe redeemed (€245 million);3• a decrease in receivables linked to funds to be redeemed(€121 million), explained in particular by the new regulationsin Brazil around regulated programs: issuing companies, whichused to allow private clients to pay or transfer funds after
loading, must now receive the funds before loading; and• an increase in other payables of €323 million, partly linked tothe activities of acquisitions made during the year.

(in € millions)
Working capital at beginning of period

2023

2022

(4,939)(4,853)

Change in working capital(1)

(300)

(84)

Acquisitions

(142)

(2)

16

-

Change in impairment of current assets

Disposals/liquidations

(150)

(14)

Currency translation adjustment

(36)

23

Reclassifications to other balance sheet items
Net change in working capital
WORKING CAPITAL AT END OF PERIOD

(8)

(9)

(620)

(86)

(5,559)(4,939)(1) See section 1.4 “Consolidated statement of cash flows”.

The working capital items included in acquisitions are those of Reward Gateway and GOintegro.
The change in impairment of current assets is mainly explained by the impairment of the asset associated with the payment of the ADLC
fine for €158 million (see Note 10.3 “Claims, litigation and risk”).

4.7

Change in restricted cash
Restricted cash notably corresponds to voucher reserve funds. These funds, which are equal to the face value of vouchers incirculation, are subject to specific regulations in some countries, such as France for the Ticket Restaurant® and Ticket CESU
solutions. In particular, use of the funds is restricted and they must be clearly segregated from the Group's other cash. The
funds remain Edenred's property and are invested in locally regulated interest-bearing financial instruments. Restrictedcash also includes funds relating to y Edenred PayTech subsidiary's direct clients in the United Kingdom.
Restricted cash corresponds to reserve funds subject to special regulations in the following countries: France (€808 million),
the United Kingdom (€615 million), Belgium (€263 million), Romania (€127 million), the United States (€97 million), Taiwan(€38 million), Bulgaria (€36 million), Mexico (€35 million), the United Arab Emirates (€23 million), Brazil (€17 million), andUruguay (€12 million).
Given the nature of Edenred's business, restricted cash is a key indicator in managing the Group's operations, in the same
way as funds to be redeemed (see Note 4.6 “Change in working capital and funds to be redeemed”).

(in € millions)

2023

2022

Restricted cash at beginning of period

2,120

2,428

(65)

(275)

-

-

Currency translation adjustment

12

(25)

Other changes

6(8)

Net change in restricted cash

(47)

(308)

RESTRICTED CASH AT END OF PERIOD

2,073

2,120

Change for the period(1)Acquisitions(1) See section 1.4 “Consolidated statement of cash flows”.

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4.8

Trade and other receivables and payables

Trade receivables
In accordance with IFRS 9, impairment of trade and other receivables are measured taking into account expected credit
losses. A provision for impairment will therefore need to be recognized as soon as the receivable arises. For receivables
with no significant financing component, the Group applies the alternative model, which consists in recognizing a provisionequal to the lifetime expected credit losses over the life of the receivables.

(in € millions)

2023

2022

Gross carrying amount

2,900

2,779

Impairment losses

(112)

(115)

TRADE RECEIVABLES, NET

2,788

2,664

Inventories, other receivables and accruals
Inventories are measured at the lower of cost and net realizable value, in accordance with IAS 2 – Inventories. Cost isdetermined by the weighted average cost method.

For Edenred, inventories mainly include ticket inventories sold through online platforms such as Proweb CE, as well as cards
and paper for printing vouchers.

(in € millions)

2023

2022

Inventories

67

59

Recoverable VAT

207

172

Employee advances and prepaid payroll taxes

6

5

Other prepaid and recoverable taxes

26

14

Prepaid expenses

41

34

Other receivables

489

345

INVENTORIES, OTHER RECEIVABLES AND ACCRUALS, GROSS

836

629

Impairment losses

(158)

-

INVENTORIES, OTHER RECEIVABLES AND ACCRUALS, NET

678

629

At December 31, 2023, “Other receivables” stood at €489 million, versus €345 million at December 31, 2022. This item
mainly comprises the asset associated with the payment of the ADLC fine amounting to €158 million (see Note 10.3 “Claims,
litigation and risk”), contract assets relating to merchant commission for €86 million (€83 million at December 31, 2022),
and other miscellaneous receivables for €246 million (€105 million at December 31, 2022). Following the decision of the
Court of Appeal, pending the appeal in cassation, the asset relating to the payment of the ADLC fine was written down infull at December 31, 2023.

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3

Other payables and accruals(in € millions)

2023

2022

VAT payable

56

41

Wages, salaries and payroll taxes payable

150

123

Other taxes payable (excl. corporate income tax)

16

12

Deferred income

83

68

Other payables

1,377

1,115

Total other payables and accruals

1,682

1,359

Corporate income tax liabilities
OTHER PAYABLES AND ACCRUALS, NET

82

46

1,764

1,405

“Other payables” primarily comprises volumes to be issued for €48 million (€41 million at December 31, 2022) and other miscellaneous
payables for €1,329 million (€1,074 million at December 31, 2022) relating mainly to funds payable by Edenred PayTech to clients.

NOTE 5
5.1

Non-current assets

Goodwill
In the year following the acquisition of a consolidated company, fair value adjustments are made to the identifiable assets
and liabilities acquired and the acquisition price is allocated. For this purpose, fair values are determined in the newsubsidiary's local currency.
Goodwill
Goodwill, representing the excess of the cost of a business combination over the Group's interest in the net fair value ofthe identifiable assets and liabilities acquired at the acquisition date, is recognized in assets under “Goodwill”. Goodwill
mainly results from the expected synergies and other benefits arising from the business combinations that have not beenrecognized as separated assets in IFRS.
In accordance with IFRS 3 (revised) – Business Combinations, each time it acquires an interest of less than 100% in an entity,
the Group must choose whether to measure the non-controlling interest at fair value or as the non-controlling interest’s
proportionate share of the acquiree’s identifiable net assets (with no change possible later in the event of an additional
interest being acquired that does not transfer control). If the business is measured at its total fair value including
non‑controlling interests, goodwill attributable to non-controlling interests is also recognized.
Goodwill arising on investments in associates – corresponding to companies over which the Group exercises significant
influence – is included in the carrying amount of the associate concerned.
Goodwill arising on the acquisition of subsidiaries is reported separately.
In accordance with IAS 36, goodwill is tested for impairment at least once a year and more frequently if there is any
indication that it may be impaired (see Note 5.5 “Impairment tests”). If the carrying amount of goodwill exceeds its
recoverable amount, an irreversible impairment loss is recognized in the income statement.

(in € millions)

2023

2022

Gross carrying amount

2,949

1,777

Accumulated amortization and impairment losses

(170)

(172)

GOODWILL, NET

2,779

1,605

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Financial statements
Consolidated financial statements(in € millions)

2023

2022

FRANCE (MAINLY TICKET CADEAUX, PROWEBCE AND MONEO RESTO)

167

163

United Kingdom (including Reward Gateway, Prepay Technologies and TRFC)

838

143

UTA (including Road Account)

216

169

Italy (including Easy Welfare)

92

92

Romania (including Benefit Online)

34

35

Finland19

19

Slovakia

18

18

Poland (including Timex)

18

17

Sweden16

16

Czech Republic

13

13

Lithuania (EBV)12

12

Belgium (including Merits & Benefits and Ekivita)

11

11

Portugal

6

6

Other (individually representing less than €5 million)

1

1

1,294

552

Brazil (including Repom, Embratec and Coopercard)

334

317

Mexico58

46

EUROPE (EXCL. FRANCE)

Other (individually representing less than €5 million)

15

11

LATIN AMERICA

407

374

United States (including CSI and Reward Gateway)

579

479

Australia (Reward Gateway)

297-

Dubai (including Mint)

28

29

Japan

7

8

Other (individually representing less than €5 million)

-

-

911

516

2,779

1,605

REST OF THE WORLDGOODWILL, NET

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3

Changes in the carrying amount of goodwill during the period presented were as follows:(in € millions)

2023

2022

Net goodwill at beginning of period

1,605

1,506

Increase in gross goodwill and impact of scope changes

1,148

43

United Kingdom (Reward Gateway)

680-

Australia (Reward Gateway)

290-

United States (Reward Gateway)

122

-

UTA

47

-

Latin America – Others (GOintegro)

5-

Brazil (GOintegro)

5-

Mexico (GOintegro)

4-

France (Cogesco)

4-

France (Enjoy Mon CSE)(2)

1

3

(1)

United States (GOintegro)

1-

United States (IPS)(2)

(7)

26

Brazil (Sysdata)(2)(4)

5Brazil (Greenpass)-

9

Goodwill written off on disposals for the period--

Impairment losses--

Currency translation adjustment
NET GOODWILL AT END OF PERIOD

26

56

2,779

1,605

(1) The initial allocation to investments in equity-accounted companies AGES and MSC was reclassified to UTA (see Note 5.4 “Investments in equity-accounted
companies”).
(2) In 2023, impact of the final allocation of the purchase price of EnjoyMonCSE (acquisition in September 2022), IPS (acquisition in October 2022) and Sysdata(acquisition in November 2022).

5.2

Intangible assets
Intangible assets are measured at cost less accumulated amortization and any accumulated impairment losses, inaccordance with IAS 38 – Intangible Assets.
Incurred expenses related to internal projects are differentiated based on whether they are incurred during the researchphase or the development phase. This differentiation is essential as the financial treatment is different for the twocategories.
Expenses incurred during the research phase of an internal project are not capitalized but expensed in the income
statement of the period during which they occurred.
Expenses incurred during the development phase of an internal project are analyzed in order to determine whether or notthey can be capitalized. If the six criteria defined by IAS 38 are simultaneously met, expenses can be capitalized andamortized over the period defined by the category of assets in which they are included. If not, they are expensed in theincome statement of the period during which they occurred.
As a reminder, according to IAS 38, expenses may only be capitalized if the entity demonstrates the following six items:• the technical feasibility of completing the intangible asset so that it will be available for use or sale;• its intention to complete the intangible asset and use or sell it;• its ability to use or sell the intangible asset;• how the intangible asset will generate probable future economic benefits;• the availability of adequate technical, financial and other resources to complete the development and to use or sell theintangible asset; and• its ability to measure reliably the expenditure attributable to the intangible asset during its development.

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The main brands are considered intangible assets with indefinite useful lives and are therefore not amortized. Their
carrying amount is reviewed at least once a year and more frequently if there is any indication that they may be impaired. If
their recoverable amount determined according to the criteria applied at the acquisition date is less than their carrying
amount, an impairment loss is recognized.
Other intangible assets (acquired and internally developed software, licenses and customer relationships) are considered as having finite
useful lives. They are amortized on a straight-line basis over their useful lives, as follows:• licenses: life of the license;• customer relationships: 3 to 22 years;• software: 2 to 7 years.
Identifiable intangible assets recognized in a businesscombination are initially recognized at amounts determined byindependent valuations, performed using relevant criteria for thebusiness concerned that can be applied for the subsequent
measurement of the assets. Identifiable brands are measured
based on multiple criteria, taking into account both brand equity
and their contribution to profit. Customer relationships aremeasured based on the cost of acquiring new customers.

In the case of SaaS (Software as a Service) supplier contracts,
customization and configuration costs incurred on behalf of theGroup are recognized as intangible assets when they correspondto specific IT developments that are separable and controlled by
the Group, and when they meet the usual capitalization criteria
set out in IAS 38.

(in € millions)

2023

2022

Gross carrying amount

2,039

1,371

Brands71

65

Customer relationships

1,030

606

Licenses and software

605

491

Other intangible assets

333

209

Accumulated amortization and impairment losses

(786)

(633)

Brands(12)(11)

Customer relationships

(300)

(241)

Licenses and software

(397)

(322)

Other intangible assets

(77)

(59)

1,253

738

(in € millions)

2023

2022

Carrying amount at beginning of period

738

677

Intangible assets of newly consolidated companies

457

14

Internally generated assets

142

111

Additions38

29

Disposals

-

(1)

(141)

(105)

Impairment losses for the period

(1)

(10)

Currency translation adjustment

20

28

-

(5)

1,253

738

NET CARRYING AMOUNTOther intangible assets mainly concern assets in progress as part of technology platform development projects.

Changes in the carrying amount of intangible assets

Amortization for the period

Reclassifications
CARRYING AMOUNT AT END OF PERIOD

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5.3

3

Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment
losses, in accordance with IAS 16 – Property, Plant and Equipment. Assets under construction are measured at cost less any
accumulated impairment losses. They are depreciated from the date when they are put in service.

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives, using the components method,from the date when they are put in service. The main depreciation periods applied are as follows:• building improvements, fixtures and fittings: 5 to 15 years;• equipment and furniture: 3 to 7 years.

2023(in € millions)

2022

Gross
Depreciation
carrying and impairment
amountlossesDepreciation
Net carrying Gross carrying and impairment
amountamountlossesNet carrying
amount

Land

2

-

2

2

-

2

Buildings

19

(8)

11

19

(8)

11

Fixtures and fittings

36

(28)

8

30

(21)

9

Equipment and furniture

120

(94)

26

114

(87)

27

Assets under construction

1

-

1

3

-

3

Right-of-use assets

231

(119)

112

202

(97)

105

TOTAL

409

(249)

160

370

(213)

157

(in € millions)

2023

2022

Carrying amount at beginning of period

157

156

Changes in the carrying amount of property, plant and equipment

Property, plant and equipment of newly consolidated companies

43

Additions to property, plant and equipment

10

11

Right-of-use assets

4228

Disposals and retirements(1)-

Depreciation for the period

(52)

(44)

Currency translation adjustment-

1

Reclassifications

-

2

160

157

CARRYING AMOUNT AT END OF PERIOD

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5.4

Investments in equity-accounted companies
In accordance with IFRS 12 – Disclosure of Interests in Other Entities, an entity must disclose information that enables usersof financial statements to evaluate:• the nature of, and risks associated with, its interests in other entities; and• the effects of those interests on its financial position, financial performance and cash flows.
As per IAS 28 (revised), exercising significant influence over a company consists in having the power to participate in thefinancial and operating policy decisions of the company but not control (as in the case of a fully consolidated company) or
joint control over those policies.

At December 31, 2023, this item consisted mainly of AGES (AGES Maut System GmbH & Co KG and Ages International GmbH & Co KG),
MSC (Mercedes Service Card Beteiligungs GmbH and Mercedes Service Card GmbH & Co KG) and Betterway.
CHANGE IN INVESTMENTS IN EQUITY-ACCOUNTED COMPANIES(in € millions)

2023

2022

Investments in equity-accounted companies at beginning of period

67

67

Additions to investments in equity-accounted companies

1

6

Share of net profit from equity-accounted companies-

2

Capital increase-2

Impairment of investments in equity-accounted companies--

Changes in consolidation scope*

(47)

-

Dividends received from investments in equity-accounted companies

(3)

(10)

INVESTMENTS IN EQUITY-ACCOUNTED COMPANIES AT END OF PERIOD

18

67

*

5.5

The initial allocation of goodwill to AGES and MSC was reclassified to UTA goodwill to reflect UTA’s takeover of the main activities carried out by these two companies.

Impairment tests
Recoverable amount of assets
In accordance with IAS 36 – Impairment of Assets, the carrying amounts of goodwill, intangible assets, property, plant andequipment, and investment properties are tested for impairment when there is any indication that they may be impaired.
Assets with an indefinite useful life – corresponding solely to goodwill and brands – are tested at least once a year.
Reversal of impairment losses
In accordance with IAS 36 – Impairment of Assets, impairment losses on goodwill are irreversible. Impairment losses onproperty, plant and equipment and on intangible assets with an indefinite useful life, such as brands, are reversible in thecase of a change in estimates used to determine their recoverable amount.
Cash-generating units
Impairment tests are performed at the level of the cash-generating unit (CGU) or group of CGUs.
A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash
inflows from other assets or groups of assets. It corresponds to the level at which the Group organizes its businesses andmonitors its results for internal management purposes. All assets are allocated to CGUs. When it is not possible to allocate
goodwill on a non-arbitrary basis to individual CGUs, it may be allocated to a group of CGUs which may not be greater thanan operating segment as defined in Note 4 “Operating Activity”.

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Indications of impairment are as follows for the Group’s CGUs:• a significant drop in revenue, operating profit or operating cash flows;• an unfavorable change (observed or expected in the near future) in the conditions of use of an asset (temporary closuresor stoppages, downturn in business, disruptions to supplies or production, etc.);• an unfavorable change (observed or expected in the near future) in the general economic environment of the entity or asset.
CGUs are identified by country (see Note 5.1 “Goodwill”). For the main countries, they are identified by type of solution(Benefits & Engagement, Mobility and Complementary Solutions) if there are very different activities with separated sales
teams and customer portfolios.

Methods used to determine recoverable amounts
Impairment tests consist in comparing the carrying amount of a CGU with its recoverable amount, defined as the higher of fair value lesscost to sell and value in use.
The carrying amount corresponds to the carrying value of capital employed.
For Edenred, it includes:• goodwill;• property, plant and equipment and intangible assets;• working capital excluding float but including current tax liability.
Float corresponds to operating working capital, that is, vouchers
in circulation to be redeemed less trade receivables.
Impairment tests are carried out in two steps:• step one: the carrying amount of the CGU/group of CGUs is
compared to an EBITDA multiple that is considered as being
representative of fair value less cost to sell. The Groupconsiders that a difference of more than 20% between thefair value, less cost to sell, and the carrying amount means apotential loss in value;• step two: when there is a risk of a loss in value identified using
this method or changes in the economic environment of thecountry or the local business, a test based on the discounted
cash flow method is applied in order to determine thepotential loss in value compared with the carrying amount.

The method used is as follows
Step 1: Fair value less cost to sell

Step 2*: Value in use

EBITDA multiple method: This method can be used to measurefair value less cost to sell, and provides the best estimate of theprice at which a CGU could be sold on the market on the valuation
date. The method consists of calculating the CGU's average
EBITDA for the last two years and applying a multiple based on the
CGU's geographic location and the specific country risk. The
multiples applied correspond to the average of transactions
occurring on the market and within a range comparable to thevaluation multiples of the Edenred group. If the recoverable
amount is less than the carrying amount, it is recalculated using
the discounted cash flow method (step 2).

Discounted cash flow method: The projections used areconsistent with the five-year business plans approved by the Boardof Directors. In 2023, the rate used to discount cash flows was theGroup’s after-tax weighted average cost of capital (WACC),
broken down by country and by business type. The perpetuity
growth rate is aligned with the economic outlook in each of thecountries concerned.

*

Used in two situations:- the first step demonstrates loss of value;- the CGU or the country is under specific economic circumstances.

If as a result of this test the recoverable amount is less than the carrying amount, an impairment loss is recognized in an amountcorresponding to the value-in-use method. The impairment loss is recorded first as a deduction from the carrying amount of the goodwill
allocated to the CGU/group of CGUs, and then as a deduction from the carrying amount of the other assets of the CGU/group of CGUs.
In 2023, at the end of the first stage of the impairment test, the value-in-use study (the second stage of the impairment
test), was carried out for the following CGUs: United Kingdom (Benefits & Engagement), Edenred Pay North America (CSI)
and Japan.
In 2022, at the end of the first stage of the impairment test, the value-in-use study (the second stage of the impairment
test), was carried out for the following CGUs: CSI, Japan, Poland, Nectar, Colombia, Fleet & Mobility United States andTicket Serviços.

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Impairment losses
No impairment losses were recognized during the impairment tests. Accumulated impairment losses on property, plant and equipment
and intangible assets amounted to €197 million in 2023, versus €199 million in 2022.
Property, plant and equipment and intangible assets of Group CGUs impacted by accumulated impairment losses are detailed as follows:2023(in € millions)Grosscarrying Depreciation/amount amortization

2022

Accumulated
impairment
lossesNet
carrying
amountGrosscarrying
amountDepreciation/amortization

Accumulated
impairment
lossesNet
carrying
amountGoodwill

2,949

-

(170)

2,779

1,777

-

(172)

1,605

Brands

71

(7)

(5)

59

65

(6)

(5)

54

1,030

(296)

(4)

730

606

(237)

(4)

365

938

(456)

(18)

464

700

(363)

(18)

319

Customer
relationships
Other intangible
assetsProperty, plantand equipment
TOTAL

409

(249)

-

160

370

(213)

-

157

5,397

(1,008)

(197)

4,192

3,518

(819)

(199)

2,500

Key assumptions
In 2023, the discount rate applied was based on the Group weighted average cost of capital (WACC) and averaged 9.8%
(9.8% in 2022).
The table below presents the discount rates and perpetuity growth rates for the CGUs tested in 2023.

Discount rate

Europe (excl. France)
Rest of the World*

Perpetuity growth rate

2023

2022

2023*

2022

7.9%

10.3%-10.3%

1.9%

2.5%-2.5%

7.9%-8.3%

7.1%-10.0%

1.1%-2.0%

1.0%-2.0%

Source: IMF inflation forecast for 2028.

Sensitivity analysis
The quantitative data relating to the rate and growth assumption
sensitivity analyses below concern the impacts on entities thatwere impaired during the year.
Impairment tests are performed by CGU but the results arepresented below at the level of aggregations of segments in theinterest of concision.

Discount rate sensitivity
A 50 basis point increase in the discount rates used to measure
the 2023 values in use for the above-listed CGUs would not take
into account the material impairment losses for the year.

Growth assumption sensitivity
A 50 basis point decrease in the growth assumptions used tomeasure the 2023 values in use for the above-listed CGUs would
not take into account the material impairment losses for the
year.

96

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Financial statements
Consolidated financial statements

5.6

3

Depreciation, amortization and provision expense
Depreciation and amortization of non-current assets reflect the operating holding costs of controlled assets, including
assets revalued as part of business combinations, based on the useful lives indicated in Notes 5.2 “Intangible assets” and 5.3“Property, plant and equipment”.

(in € millions)

2023

2022

Amortization of customer relationships

(52)

(38)

Amortization of intangible assets (excl. customer relationships)

(89)

(67)

Depreciation of property, plant and equipment

(15)

(13)

Depreciation of right-of-use assets

(37)

(31)

TOTAL

(193)

(149)

In 2023, amortization of customer relationships – mainly recognized during purchase price allocations – included €14 million for Reward
Gateway, €9 million for CSI, €7 million for UTA, €5 million for Ticket Serviços (partnership with Itaú), €5 million for Ticket Log, €3 million
for TRFC and €9 million for others, including Edenred Italy, EBV, ProwebCE, C3, Ticket Service and IPS.
Net changes in operating provisions are detailed in Note 10.2 “Provisions“.

NOTE 6
6.1

Financial items

Net financial expense
Net financial expense includes:• interest expense or income on borrowings, other financial liabilities and loans and receivables;• exchange gains and losses on financial transactions;• movements on financial provisions.

(in € millions)

2023

2022

Gross borrowing cost

(76)

(49)

Hedging instruments

(54)

9

Income from cash and cash equivalents and other marketable securities
Net borrowing cost
Net foreign exchange gains (losses)

24

27

(106)

(13)

(4)

(5)

Other financial income

10

10

Other financial expenses

(72)

(46)

NET FINANCIAL EXPENSE

(172)

(54)

Gross borrowing costs for 2023 include amortization of bond issuance costs for €10 million.
Interest paid amounted to €98 million in 2023 and €31 million in 2022.
Hedging instruments relate to expenses and income on interest rate swaps as presented in Note 6.6 “Financial instruments and market
risk management”.
Other financial income and expenses mainly concern bank fees, banking expenses, miscellaneous interest, and financial provisions, aswell as expenses related to the effects of applying IAS 29 hyperinflationary accounting to Argentina and Turkey (see Note 1.5“Presentation currency and foreign currencies”).

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Financial statements
Consolidated financial statements

6.2

Financial assets
IFRS 9 defines financial assets as a contractual right to receive an economic benefit that will ultimately result in the receipt
of cash flows or an equity instrument. Financial assets are initially recognized at fair value plus transaction costs that are
directly attributable to the acquisition of the asset. The initial fair value corresponds to the asset's purchase price.
Financial assets and liabilities are recognized and measured in accordance with IFRS 9 – Financial Instruments.
Financial assets and liabilities are recognized in the statement of financial position when the Group becomes a party to thecontractual provisions of the instrument.
Financial assets are classified among the three main categories defined in IFRS 9, as follows:• At amortized cost: One of the conditions of eligibility of a debt instrument for measurement at amortized cost is thatthe contractual cash flows are solely payments of principal and interest on the principal amount outstanding (“SPPI
instruments”). SPPI instruments include:1.

term deposits and loans to non-consolidated companies. These assets are initially recognized at fair value;

2.

bonds and other marketable securities that are held to maturity. Because they are considered as being held tomaturity, these assets are initially recognized at fair value.
They are subsequently measured at amortized cost at each balance-sheet date. If there is an objective indication of
impairment, an impairment loss is recognized at the reporting date. The impairment loss – corresponding to thedifference between the carrying amount and the recoverable amount (i.e., the present value of expected cash flows
discounted using the original effective interest rate) – is recognized in the income statement. It is reversible if
recoverable value increases in following periods. For these two categories, initial fair value is equivalent to acquisition
cost, because no material transaction costs are incurred.
• At fair value through profit or loss: Mutual fund units in cash are booked in “Financial assets at fair value throughprofit and loss”. These assets are recognized at fair value in the statement of financial position and fair value changes
are recorded in the income statement.
• At fair value through other comprehensive income (OCI): Derivative financial instruments recorded in assets andeligible for hedge accounting are measured at fair value and fair value changes are recorded in other comprehensive
income.

6.2.1 Non-current financial assets
Non-current financial assets consist mainly of equity interests in non-consolidated companies, loans, and deposits and guarantees.

2023(in € millions)

Gross carrying Impairment Net carrying Gross carrying Impairment
amountlossesamountamountlossesNet carrying
amountEquity interests

87

(8)

79

89

(7)

82

Deposits and guarantees

25

-

25

19

-

19

Other non-current financial assets

18

(1)

17

25

(1)

24

Non-current derivatives
NON-CURRENT FINANCIAL ASSETS

98

2022

2023 Universal Registration Document — Edenred

8

-

8

4

-

4

138

(9)

129

137

(8)

129

Financial statements
Consolidated financial statements3

6.2.2 Current financial assets

2023(in € millions)2022

Gross carrying Impairment Net carrying Gross carrying Impairment
amountlossesamountamountlossesNet carrying
amountOther current financial assets

9

(1)

8

11

(5)

6

Current derivatives

2

-

2

-

-

-

CURRENT FINANCIAL ASSETS

11

(1)

10

11

(5)

6

Other current financial assets primarily represent short-term loans with external counterparties.
Derivatives are recognized according to IFRS 9 – Financial Instruments. Their accounting treatment is detailed in Note 6.6 “Financial
instruments and market risk management”.

6.3

Cash and cash equivalents and other marketable securities
Cash and cash equivalents“Cash and cash equivalents” include bank balances and short-term investments in money market instruments. To beclassified in cash and cash equivalents, investments have to respect IAS 7 criteria. These instruments mainly correspond tobank term deposits and risk-free interest-bearing demand deposits. They have initial maturities of three months or less, arereadily convertible into known amounts of cash, and are subject to an insignificant risk of changes in value.
Other marketable securities
Instruments that have initial maturities of more than three months and less than one year are reported under “Other
marketable securities”. These instruments are highly liquid and are subject to an insignificant risk of changes in value due tointerest rate and foreign exchange rate changes. However, they are no longer classified as cash and cash equivalents in linewith IAS 7. This line item also includes restricted cash, corresponding to cash and cash equivalents subject to restrictions
due to regulations that are specific to a country (such as exchange rate control). Instruments with initial maturities of morethan one year may also be reported under this caption if they can be sold or canceled at any time without incurring material
penalties.
Accounting method“Cash and cash equivalents” and “Other marketable securities” are financial assets recognized according to all the principles
of IFRS 9 – Financial Instruments and its amendments.

Both cash and cash equivalents and other marketable securities are taken into account for the calculation of consolidated
net debt (see Note 6.5 “Net debt and net cash”).

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Financial statements
Consolidated financial statements

2023(in € millions)2022

Gross carrying Impairment Net carrying Gross carrying Impairment
amountlossesamountamountlossesNet carrying
amountCash at bank and on hand

669

-

669

816

-

816

Term deposits and equivalent –less than 3 months

647

-

647

617

-

617

-

Mutual fund units in cash –less than 3 months

38

-

38

48

Cash and cash equivalents

1,354

-

1,354

1,481

Term deposits and equivalent –more than 3 months

48
1,481

1,998

(2)

1,996

1,422

(1)

1,421

Bonds and other negotiable debt
securities

2

-

2

121

-

121

Mutual fund units in cash –more than 3 months

-

-

-

1

-

1

Other marketable securities

2,000

(2)

1,998

1,544

(1)

1,543

TOTAL CASH AND CASH
EQUIVALENTS AND OTHER
MARKETABLE SECURITIES

3,354

(2)

3,352

3,025

(1)

3,024

6.4

Debt and other financial liabilities
Debt
Non-bank debt (bonds, private placements such as Schuldschein instruments, etc.) and bank borrowings set up asinterest‑bearing lines of credit and bank overdrafts are recognized for the amounts received, net of direct issuing costs.
Debt is measured at amortized cost at inception and at fair value for the share of any hedged underlying debt. Amortizedcost is determined by the effective interest rate method, taking into account the costs of the issuance and any issuance orredemption premiums.

2023(in € millions)
Convertible bonds
Non-bank debt

2022

Non-current

Current

Total

Non-current

Current

Total

389

500

889

886

-

886

3,157

-

3,157

1,876

32

1,908

Bank borrowings

1

9

10

1

11

12

Neu CP

-

-

-

-

-

-

Bank overdrafts

-

27

27

-

124

124

3,547

536

4,083

2,763

167

2,930

Lease liabilities

80

36

116

78

31

109

Deposits and guarantees

29

25

3

28

Debt

28

1

Put options over non-controllinginterests and liabilities arisingon business combinations

85

12

97

50

3

53

Derivatives

125

-

125

215

2

217

-

20

20

-

4

4

318

69

387

368

43

411

3,865

605

4,470

3,131

210

3,341

Other
Other financial liabilities
DEBT AND OTHER FINANCIAL
LIABILITIESThe contractual documents for debt and other financial liabilities do not include any particular covenants or clauses that could
significantly change the terms.

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Financial statements
Consolidated financial statements

3

Debt
Convertible bonds and non-bank debt
At December 31, 2023, the Group’s gross outstanding bond position amounted to €4,200 million, which breaks down as follows:
Issuance dateAmount in €m

CouponMaturity

700

3.625%

8 years 06/13/2031

06/13/2023

500

3.625%

3 years & 6 months 12/13/2026

06/14/2021

400*

0%

7 years 06/14/2028

06/18/2020

600

1.375%

9 years 06/18/2029

09/06/2019

500*

0%

5 years 09/06/2024

12/06/2018

500

1.875%

7 years & 3 months 03/06/2026

03/30/2017

500

1.875%

10 years 03/30/2027

500

1.375%

10 years 03/10/2025

06/13/2023

03/10/2015
GROSS OUTSTANDING BOND POSITION
*

4,200

Convertible bonds (OCEANEs).

Bonds convertible into and/or exchangeable
for new and/or existing shares (OCEANEs)
maturing in 2024 and 2028
Following the distribution to Edenred SE shareholders of adividend of €1 per share, paid out on June 9, 2023, the conversion/exchange ratio will be increased from 1.001 Edenred SE share per
Issuance date

OCEANE to 1.003 Edenred SE shares per OCEANE by 2024 andfrom 1.003 to 1.007 Edenred SE shares per OCEANE by 2028, in
accordance with the provisions of section 2.6.B.10 of the Terms
and Conditions. These changes had no material impact on thefinancial statements.
At December 31, 2022, the gross outstanding bond position
amounted to €3,000 million.
Amount in €m

CouponMaturity

400*

0%

7 years 06/14/2028

06/18/2020

600

1.375%

9 years 06/18/2029

09/06/2019

500*

0%

5 years 09/06/2024

12/06/2018

500

1.875%

7 years & 3 months 03/06/2026

03/30/2017

500

1.875%

10 years 03/30/2027

03/10/2015

500

1.375%

10 years 03/10/2025

06/14/2021

GROSS OUTSTANDING BOND POSITION
*

3,000

Convertible bonds (OCEANEs).

Bank borrowings
Outstanding bank borrowings at December 31, 2023 amounted to €10 million.

Neu CP and Neu MTN programs
At December 31, 2023, there were no longer any amounts outstanding under the €750 million Negotiable European Commercial Paper(Neu CP) program.
The €250 million Negotiable European Medium Term Note (Neu MTN) program had not been used at that date.

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Financial statements
Consolidated financial statements

Maturity analysis – carrying amounts
At December 31, 2023

(in € millions)2024

Convertible bonds

2025

2026

2027

2028

2029
and beyond

Total

500

-

-

-

389

-

889

Non-bank debt

-

476

973

470

-

1,238

3,157

Bank borrowings

9

-

1

-

-

-

10

-

-

-

-

-

-

-

Bank overdrafts

Neu CP

27

-

-

-

-

-

27

Debt

536

476

974

470

389

1,238

4,083

Lease liabilities

36

27

21

17

10

5

116

Deposits and guarantees

1

28

-

-

-

-

29

Put options overnon‑controlling interests

12

14

32

1

-

38

97

-

19

24

28

1

53

125

20

-

-

-

-

-

20

Derivatives
Other
Other financial liabilities

69

88

77

46

11

96

387

TOTAL

605

564

1,051

516

400

1,334

4,470

2023

2024

2025

2026

2027

2028
and beyond

Total

-

500

-

-

-

386

886

At December 31, 2022

(in € millions)
Convertible bonds
Non-bank debt

32

-

455

457

447

517

1,908

Bank borrowings

11

1

-

-

-

-

12

-

-

-

-

-

-

-

Neu CP
Bank overdrafts

124

-

-

-

-

-

124

Debt

167

501

455

457

447

903

2,930

Lease liabilities

31

22

18

14

12

12

109

Deposits and guarantees

3

25

-

-

-

-

28

Put options overnon-controlling interests

3

1

5

32

1

11

53

Derivatives

2

4

36

43

52

80

217

Other

4

-

-

-

-

-

4

Other financial liabilities

43

52

59

89

65

103

411

TOTAL

210

553

514

546

512

1,006

3,341

Credit facility
At December 31, 2023, Edenred had a €750 million undrawn confirmed line of credit, expiring in February 2027. This facility will be used
for general corporate purposes.

1022023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

6.5

3

Net debt and net cash(in € millions)

2023

2022

Non-current debt

3,547

2,763

Other non-current financial liabilities

318

368

Current debt (excluding bank overdrafts)

509

43

Other current financial liabilities

69

43

Bank overdrafts

27

124

Debt and other financial liabilities

4,470

3,341

Other current financial assets

(8)

(6)

Current derivatives(2)-

Non-current derivatives

(8)

(4)

Other marketable securities(1,998)(1,543)

Cash and cash equivalents(1,354)(1,481)

Cash and cash equivalents and other financial assets(3,370)(3,034)

1,100

307

NET DEBT

Other non-current and current financial liabilities include lease liabilities recognized in application of IFRS 16 in an amount of €115 million.

At December 31, 2023

Changes in non-cash items
Changes
Changes inin cashand cash consolidation
2022 equivalents
scope

Fair value
adjustments
Otherto financial
changes instruments

Currency
Reclas- translationsifications adjustment2023

Non-current debt

2,763

946

252

-

83

(501)

4

3,547

Other non-current
financial liabilities

368

2

2

66

(83)

(40)

3

318

Total non-current
financial liabilities

3,131

948

254

66

-

(541)

7

3,865

Current debt (includingbank overdrafts)

167

(159)

27

-

-

501

-

536

Other current financial
liabilities

43

(21)

4

17

(15)

41

-

69

TOTAL CURRENT
FINANCIAL
LIABILITIES

210

(180)

31

17

(15)

542

-

605

Non-current derivative
assets

(4)

(5)

-

-

4

(3)

-

(8)

Current financial assets(3,030)

(281)

(30)

1

(4)

2

(20)

(3,362)

Total current liabilities
net of financial assets(2,824)

(466)

1

18

(15)

541

(20)

(2,765)

307

482

255

84

(15)

-

(13)

1,100

NET DEBT

Other changes in non-current financial liabilities include the change in put options over non-controlling interests in the minority
shareholders for €22 million, with a corresponding deduction from equity attributable to owners of the parent for an amount of€24 million and non-controlling interests for €2 million.

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Financial statements
Consolidated financial statements

At December 31, 2022

Changes in non-cash items
Changes
Changes inin cashand cash consolidationscope
2021 equivalents

Currency
Reclas- translationsifications adjustment2022

Non-current debt

3,023

10

-

-

(234)

(36)

-

2,763

Other non-current
financial liabilities

120

-

-

57

209

(22)

4

368

Total non-current
financial liabilities

3,143

10

-

57

(25)

(58)

4

3,131

Current debt (includingbank overdrafts)

348

(215)

-

-

(1)

36

(1)

167

Other current financial
liabilities

47

(33)

-

9

-

20

-

43

TOTAL CURRENT
FINANCIAL
LIABILITIES

395

(248)

-

9

(1)

56

(1)

210

Non-current derivative
assets

-

-

-

-

-

(4)

-

(4)

Current financial assets(2,722)

(307)

(10)

-

35

6

(32)

(3,030)Total current liabilities
net of financial assets(2,327)

(555)

(10)

9

34

58

(33)

(2,824)

816

(545)

(10)

66

9

-

(29)

307

NET DEBT

104

Fair value
adjustments
Otherto financial
changes instruments

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

6.6

3

Financial instruments and market risk management
The Group uses derivative financial instruments to hedge its exposure to risks arising in the course of its business. Hedgedrisks relate to risks arising from changes in foreign exchange rates, interest rates and fuel prices.
In accordance with IFRS 9, derivatives are initially recognized at cost. They are subsequently measured at fair value at eachperiod-end. The intended use of the derivatives determines the IFRS designation and therefore the accounting treatmentof changes in fair value.
Most interest rate and foreign currency derivatives used by Edenred meet the criteria to qualify as hedging instruments. In
accordance with IAS 39, hedge accounting is applicable if, and only if:• at the time of setting up the hedge, there is a formal designation and documentation of the hedging relationship;• the effectiveness of the hedging relationship can be demonstrated from the outset and at each balance sheet date,prospectively and retrospectively.
Financial instruments designated as hedging instruments
When derivatives are designated as hedging instruments, their accounting treatment varies depending on whether they
are designated as:• a fair value hedge of an asset or a liability or of an unrecognized firm commitment; or• a cash-flow hedge.
Fair value hedge

Cash flow hedge

A fair value hedge is a hedge of the exposure to changes in A cash flow hedge is a hedge of the exposure to variability
fair value of a financial liability or an unrecognized firm in future cash flows associated with an existing asset orcommitment.
liability, or a highly probable forecast transaction.
The gain or loss from the change in fair value of thehedging instrument is recognized in profit or loss on asymmetrical basis with the gain or loss from the change infair value of the hedged item. These two remeasurements
offset each other within the same line items in the income
statement, except for the ineffective portion of the hedge.

The effective portion of the gain or loss from remeasurement
at fair value of the hedging instrument is recognized in equity
and the ineffective portion is recognized in the income
statement for the period.
Cumulative gains or losses in equity are reclassified to theincome statement in the period when the hedged item
affects profit.

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any
cumulative gain or loss carried in equity at the time remains in equity and is recognized in the income statement when theforecast transaction is ultimately recognized in the income statement.
When a forecast transaction is no longer expected to occur, the cumulative gain or loss carried in equity is immediatelytransferred to the income statement.
Other derivatives
Derivatives not designated as hedging instruments are classified as “Financial assets at fair value through profit and loss“.
Any changes in their fair value are booked in financial income or expense.

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Financial statements
Consolidated financial statements

Interest rate risk: fixed/variable interest rate analysis
Hedging impact
Before hedging
Debt before interest rate hedging breaks down as follows:2023(in € millions)

AmountFixed-rate debt

(1)

Variable-rate debt
DEBT*
*

2022

Interest rate % of total debt

AmountInterest rate

% of total debt

4,056

1.9%

100%

2,806

1.1%

100%

-

0.0%

0%

-

0.0%

0%

4,056

1.9%

100%

2,806

1.1%

100%

Excluding bank overdrafts.

(1) The rates mentioned for fixed-rate debt correspond to the contractual rates (i.e., 1.375%, 1.875% and 3.625%) applied to the exact number of days in theyear divided by 360.

After hedging
Debt after interest rate hedging breaks down as follows:2023(in € millions)

AmountAmountInterest rate

% of total debt

Fixed-rate debt

2,634

2.4%

65%

1,415

1.2%

50%

Variable-rate debt

1,422

5.2%

35%

1,391

3.3%

50%

DEBT*

4,056

3.4%

100%

2,806

2.2%

100%

*

Excluding bank overdrafts.

Hedging of interest rate risk
Interest rate risk on fixed rate debt and variable rate financial
assets is hedged using swaps where the Group receives a fixed
rate and pays a variable rate, and swaps where the Group
receives a variable rate and pays a fixed rate:• swaps to hedge debt in euros: notional value of €1,950 million
relating to an underlying debt of €2,100 million and for a fairvalue of negative €120 million representing a financial liability;• interest rate caps to hedge swapped debt in euros: notional
value of €450 million relating to an underlying swapped debtof €1,950 million and for a fair value of €3 million
representing a financial asset;

106

2022

Interest rate % of total debt

2023 Universal Registration Document — Edenred• swaps to hedge marketable securities in Brazilian reals:
notional value of €257 million equivalent to 1,380 million
Brazilian reals and for a fair value of €5 million representing afinancial asset;• swaps to hedge marketable securities in Mexican pesos:
notional value of €134 million equivalent to 2,500 million
pesos and for a fair value of negative €5 million representing afinancial liability.
Under IFRS 9, swaps on debt are designated as hedging
instruments in fair value hedges, and interest rate caps andswaps on marketable securities are designated as hedging
instruments in cash flow hedges. These hedging operations haveno material impact on the income statement as the efficiency
ratio is almost 100%.

Financial statements
Consolidated financial statements

Notional
value

Fair value2024

BRL: fixed-rate receiver swaps(1)2575EUR: interest rate purchase options (cap)(2)450

3EUR: variable-rate payer swaps

1,950

MXN: fixed-rate receiver swaps(3)

134
2,791

(in € millions)

TOTAL

3

2029
2028 and beyond

2025

2026

2027

69

37

-

72

79

-

-

450

-

-

-

-

(120)

-

500

500

500

-

450

(5)

27

53

27

-

27

-

(117)

96

1,040

527

572

106

450

(1) BRL 1,380 million (€257 million) in swaps to hedge marketable securities of the Ticket Serviços SA, Repom and Ticket Log entities.
(2) EUR 450 million in interest rate caps to hedge variable-rate debt.
(3) MXN 2,500 million (€134 million) in swaps to hedge marketable securities of the Edenred Mexico entity.

Interest rate risk sensitivity
Edenred is exposed to the risk of fluctuations in interest rates, given:• the cash flows related to variable-rate debt, after hedge accounting; and• derivative financial instruments eligible for cash flow hedge accounting for the ineffective portion of the hedging
relationships.
The analysis below has been prepared assuming that the amount of the debt and the notional amounts of derivative instruments at
December 31, 2023 remain constant over one year.
A 100 basis point change in interest rates (mainly the 3-month Euribor) would have the following impacts on equity and profit (beforetax) at year-end:
ProfitEquity100 bp decreasein rates

100 bp increasein rates

100 bp decreasein rates

100 bp increasein rates

Debt at variable rate after hedge accounting

16

(16)

-

-

Derivatives eligible for cash flow hedge accounting

(4)

4

(1)

-

TOTAL

12

(12)

(1)

-

(in € millions)

Foreign exchange risk: currency analysis
Hedging impact
Before hedging
Debt before currency hedging breaks down as follows:2023(in € millions)
EUR
Other currencies
DEBT**

Amount2022

Interest rate % of total debt

AmountInterest rate

% of total debt

4,048

1.9%

100%

2,799

1.1%

100%

8

6.2%

0%

7

7.6%

0%

4,056

1.9%

100%

2,806

1.1%

100%

Excluding bank overdrafts.

Edenred — 2023 Universal Registration Document

107

3

Financial statements
Consolidated financial statements

After hedging
Debt after currency hedging breaks down as follows:2023(in € millions)
EUR

Interest rate % of total debt

3,676

Other currencies
DEBT**

Amount

2022

3.2%

91%

AmountInterest rate

% of total debt

2,764

2.2%

98%

380

5.5%

9%

42

5.6%

2%

4,056

3.4%

100%

2,806

2.2%

100%

Excluding bank overdrafts.

Currency hedges
For each currency, the “nominal value“ corresponds to the amount of currency sold or purchased forward. Fair value is thedifference between the amount converted at the period-end forward rate (which is different from the contract-date
forward rate) and at the spot rate on the hedge’s inception date.
All currency transactions carried out by the Group, as listed below, are hedging transactions. They consist of designated hedges of
intra‑group loans and borrowings in foreign currencies and correspond to documented fair value hedging relationships.
Currency hedging breaks down as follows:(in € millions)Nominal
value

Fair
value

2024

2025

2026

2027

2028

2029 andbeyond

2

-

2

-

-

-

-

-

MXN
Forward purchases and currency swaps

2

-

2

-

-

-

-

-

GBP

319

1

319

-

-

-

-

-

AED

29

-

29

-

-

-

-

-

USD

24

1

24

-

-

-

-

-

Forward sales and currency swaps

372

2

372

-

-

-

-

-

TOTAL

374

2

374

-

-

-

-

-

Sensitivity to exchange rates
A 10% increase in the currency exchange rates of the major
currencies would have the following impacts on EBIT: Brazil (BRL)
negative €20 million, United Kingdom (GBP) negative €5 million
and Mexico (MXN) negative €4 million.

108

2023 Universal Registration Document — Edenred

A 10% decrease in the currency exchange rates of the major
currencies would have the following impacts on EBIT: Brazil (BRL)
positive €20 million, United Kingdom (GBP) positive €5 million
and Mexico (MXN) positive €4 million.

Financial statements
Consolidated financial statements

3

Liquidity risk
The tables below show the repayment schedule of debt, interest included.
Future cash flows relating to interest rates are calculated using market interest rates at December 31, 2023. Variable rates
are estimated by reference to forecast rates and fixed rates are known in advance. Future cash flows represented by debt
repayments are estimated based on the assumption that the facilities will not be rolled over at maturity.

At December 31, 2023

(in € millions)
Convertible bonds
Bonds

Dec. 31,2023
Total
Carrying contractual
amount
flows

2024

2025

2026

2027

2028

2029 andbeyond

889

889

500

-

-

-

389

-

3,157

3,157

-

476

973

470

-

1,238

Schuldschein

-

-

-

-

-

-

-

-

Neu CP

-

-

-

-

-

-

-

-

10

10

9

-

1

-

-

-

Bank borrowings
Future interest

-

-

-

-

-

-

-

Bank overdrafts

27

27

27

-

-

-

-

-

4,083

4,083

536

476

974

470

389

1,238

387

387

69

88

77

46

11

96

-

356

79

74

64

38

35

66

387

743

148

162

141

84

46

162

4,470

4,826

684

638

1,115

554

435

1,400

Dec. 31,2022
Total
Carrying contractual
amount
flows

2023

2024

2025

2026

2027

2028 andbeyondDebt
Other financial liabilities
Future interest
Other financial liabilities
DEBT AND OTHER FINANCIAL
LIABILITIESAt December 31, 2022

(in € millions)
Convertible bonds

886

886

-

500

-

-

-

386

1,876

1,876

-

-

455

457

447

517

32

32

32

-

-

-

-

-

-

-

-

-

-

-

-

-

Bank borrowings

12

12

11

1

-

-

-

-

Future interest

N/A

148

35

36

30

22

12

13

Bank overdrafts

124

124

124

-

-

-

-

-

2,930

3,078

202

537

485

479

459

916

Other financial liabilities

411

411

43

52

59

89

65

103

Future interest

N/A

214

54

58

40

26

16

20

Other financial liabilities

411

625

97

110

99

115

81

123

3,341

3,703

299

647

584

594

540

1,039

Bonds
Schuldschein
Neu CP

Debt

DEBT AND OTHER FINANCIAL
LIABILITIESCommodity risk
The Group had no commodity hedges at December 31, 2023.

Edenred — 2023 Universal Registration Document

109

3

Financial statements
Consolidated financial statements

Credit and counterparty risk
In the normal course of business, the Group is exposed to the risk of counterparties being unable to honor their contractual
obligations.
For example, the Group is exposed to credit risk in the event ofdefault by its clients and to counterparty risk in respect of its
investments of cash and its purchases of derivative instruments.

The Group diversifies its exposure to financial counterparties byinvesting available cash with a variety of leading financial
institutions. About 80% of investments are with institutions
rated investment grade.

With several hundreds of thousands of corporate and publicauthority clients at December 31, 2023, the Group has a highly
diversified customer base. Moreover, its clients include all typesof entities, ranging from large and medium-sized corporates tonational, regional and local public authorities to SMEs.

Its maximum exposure to a single financial counterparty
represented less than 20% of the total funds invested at theclosing date.

Financial instruments and fair value analysis of financial assets and liabilities
In accordance with IFRS 13 “Fair Value Measurement“, assets carried at fair value are classified according to a three-level
hierarchy. Classification depends on the inputs used to determine fair value:• level 1: fair value is assessed by reference to quoted prices (unadjusted) in active markets for identical assets or
liabilities;• level 2: fair value is assessed by reference to inputs observable either directly (i.e., prices) or indirectly (i.e., inputs
derived from prices), other than quoted prices included in Level 1;• level 3: fair value is measured by reference to inputs related to the asset or liability that are not based on market data.

Market value of financial instruments(in € millions)

Fair
value

Dec. 31,
Fair value2023
throughcarrying Amortized profit andamountcost
loss

Fair value
through othercomprehensive
incomeDerivative
instruments
qualifying
for hedged
accounting(1)Level 1

Level 2

Level 3ASSETS
Non-current financial
assets

129

129

42

79

-

8

-

8

79

Restricted cash

2,197

2,073

1,496

-

577

-

-

577

-

Other current
financial assets

10

10

8

-

-

2

-

2

-

Other marketablesecurities

2,180

1,998

1,998

-

-

-

-

-

Cash and cash
equivalents

1,354

1,354

1,316

38

-

-

38

-

TOTAL ASSETS

5,870

5,564

4,860

117

577

10

38

587

79

3,639

3,547

3,667

-

-

(120)

-

(120)

-

LIABILITIES
Non-current debt
Other non-current
financial liabilities

318

318

193

-

-

125

-

125

-

Current debt

469

509

509

-

-

-

-

-

-

Other current
financial liabilities

69

69

69

-

-

-

-

-

-

Bank overdrafts

27

27

27

-

-

-

-

-

-

4,522

4,470

4,465

-

-

5

-

5

-

TOTAL LIABILITIES(1) And remeasurements of hedged items.

1102023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

3

Derivative financial instruments

2023(in € millions)

IFRS
classification

2022

Fair Notional
value
value

Nominalvalue

Fair Notional
value
value

Nominalvalue

DERIVATIVE FINANCIAL INSTRUMENTS – ASSET POSITION
Interest rate instruments

Cash flow hedge

8

676

-

4

450

-

Interest rate instruments

Fair value hedge

-

-

-

-

-

-

Currency instruments

Fair value hedge

2

-

374

-

-

-

Currency instruments

Cash flow hedge

-

-

-

-

-

-

Currency instruments

Trading

-

-

-

-

-

-

Interest rate instruments

Cash flow hedge

(5)

165

-

(14)

325

-

DERIVATIVE FINANCIAL INSTRUMENTS – LIABILITY POSITION
Interest rate instruments

Fair value hedge

(120)

1,950

-

(203)

1,982

-

Currency instruments

Fair value hedge

-

-

-

-

-

37

Currency instruments

Cash flow hedge

-

-

-

-

-

-

Currency instruments
Other derivatives

Trading

-

-

-

-

-

-

Cash flow hedge

-

-

-

-

-

-

(115)

2,791

374

(213)

2,757

37

NET DERIVATIVE FINANCIAL INSTRUMENTS

Derivative instruments were measured at December 31, 2023 by applying a credit/debit valuation adjustment (CVA/DVA)
for counterparty risk and embedded credit risk in accordance with IFRS 13.
The CVA/DVA for a given counterparty and for Edenred are determined by calculating the result of: (i) exposure (i.e., themarket value of the derivative instruments), (ii) probability of default, and (iii) loss given default. CVAs at December 31, 2023
were not material.

Cumulative fair value of financial instruments
Changes in retained earnings related to fair value of financial instruments are detailed in the table below:(in € millions)
Cash flow hedges (after tax)
Securities at fair value
TOTAL

2022

New
transactions(6)

1

Change Reclassificationin fair value
to P&L
14

-

Other

2023

(2)

7

3

-

-

-

(3)

-

(3)

1

14

-

(5)

7

Edenred — 2023 Universal Registration Document

111

3

Financial statements
Consolidated financial statements

NOTE 7
7.1

Income tax – effective tax rate

Income tax
Income tax is the aggregate amount included in the determination of profit or loss for the period in respect of current tax
and deferred tax.
In accordance with IAS 12 – Income Taxes, deferred taxes are recognized for temporary differences between the carrying
amount of assets and liabilities and their tax base using the liability method. This method consists of adjusting deferredtaxes at each period-end, based on the tax rates (and tax laws) that have been enacted or substantively enacted by thebalance sheet date. The effects of changes in tax rates (and tax laws) are recognized in the income statement for theperiod in which the change is adopted.

Edenred has decided that the French tax assessed on the value added by the business (CVAE), which is based on the value
added reflected in the individual financial statements of French companies, had the characteristics of an income tax, as
defined in IAS 12. Therefore, income tax expense also includes the expense related to the CVAE. The CVAE amounted to€1 million in 2023 and to €2 million in 2022.

Income tax expense and benefit(in € millions)

2023

2022

Current taxes

(245)

(183)

Withholding tax

(6)

(4)

Provisions for tax risks
Sub-total: current taxes
Deferred taxes arising on temporary differences during the period
Deferred taxes arising on changes in tax rates or rules
Sub-total: deferred taxes
TOTAL INCOME TAX EXPENSE

-

-

(251)

(187)

25

(1)

-

-

25

(1)

(226)

(188)

2023

2022

Tax proof(in € millions)
Net profit

308

417

Income tax

(226)

(188)

Profit before tax

534

605

25.83%

25.83%

Theoretical income tax expense

(138)

(156)

Differences in foreign tax rates

Standard tax rate in France

(7)

(7)

Tax impact of share of net profit from equity-accounted companies-

1

Adjustments for current taxes in respect of prior years

4

1

1

3

Adjustments for taxes arising on changes in tax rates
Fines and penalties*

(41)

-

Movements in impairment of deferred tax assets

(18)

(3)

Other items**

(27)

(27)

Total adjustments to theoretical income tax expense

(88)

(32)

INCOME TAX EXPENSE

(226)

(188)

EFFECTIVE TAX RATE

42.3%

31.0%

*
**

112

Fines and penalties include in particular the impact of the non-deductibility of the ADLC fine.
Other items include the impact of permanent differences and items taxed on bases other than the Group entities’ taxable profit, primarily throughwithholding tax, France’s CVAE tax and Italy’s IRAP tax.

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

7.2

3

Deferred taxes
Deferred taxes are recognized for all temporary differences, except when the difference arises from the initial recognitionof non-deductible goodwill or the initial recognition of an asset or liability in a transaction that is not a businesscombination and which, at the time of the transaction, affects neither accounting profit nor taxable profit.
A deferred tax liability is recognized for all taxable temporary differences associated with investments in subsidiaries,
associates and joint ventures except when:• the Group is able to control the timing of the reversal of the temporary difference; and• it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred tax asset is recognized for ordinary and evergreen tax loss carryforwards only when it is probable that the asset
will be recovered in the foreseeable future. The probability of recovery of deferred tax assets is reviewed on a periodic
basis for each tax entity. Where appropriate, the review may lead the Group to derecognize deferred tax assets that had
been recognized in prior years. The probability of recovery is assessed using a tax plan that indicates the taxable income
outlook for the entity, as projected over a period of five years. The assumptions used in the tax plan are consistent withthose used in the budgets and medium-term plans prepared by Group entities and approved by executive management.
Deferred taxes are normally recognized in the income statement. However, when the underlying transaction is recognizedin equity, the related deferred tax is also recorded in equity. Adjustments to deferred tax assets acquired in a businesscombination are recognized in profit or loss without a corresponding adjustment to goodwill.
In accordance with IAS 12, deferred taxes are not discounted.
An entity shall simultaneously offset deferred tax assets and deferred tax liabilities if, and only if:• Edenred has a legally enforceable right to set off current tax assets against current tax liabilities; and• the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority.

Details of recognized deferred tax assets and liabilities
Deferred tax assets at December 31, 2023 and any changes over the period break down as follows by type:
Changes in
Otherconsolidation comprehensive
scope
incomeCurrencytranslation
adjustment

Other

2023

2022

Profitand loss

(115)

(24)

(116)

-

(3)

(2)

(260)

4

-

-

-

-

1

5

Other provisions

20

19

-

-

(1)

2

40

Financial instruments

(6)

7

-

(7)

1

(5)

(10)

Tax loss carryforwards

57

19

-

-

-

2

78

Property, plant and equipment
and intangible assets (including PPAs,
goodwill and impairment)
IAS 19 provisions

Other

(63)

4

1

-

-

4

(54)

TOTAL

(103)

25

(115)

(7)

(3)

2

(201)

Of which deferred tax assets

35

55

Of which deferred tax liabilities

138

256

Tax loss carryforwards break down as follows by maturity:(in € millions)

2023

2024

8

2025

16

2026

1

2027

11

2028 and beyond

68

Indefinite

342

TOTAL

446

At December 31, 2023, unrecognized deferred tax assets on tax loss carryforwards amounted to €32 million, including €10 million for
Slovakia, €7 million for Edenred SE and €3 million each for China, India and Singapore.
At December 31, 2022, unrecognized deferred tax assets on tax loss carryforwards amounted to €20 million, including €7 million for
Slovakia, €4 million for China and €2 million for India and Singapore.

Edenred — 2023 Universal Registration Document

113

3

Financial statements
Consolidated financial statements

NOTE 8EquityAt December 31, 2023, total equity attributable to owners of the parent amounted to a negative €679 million. This
negative value is mainly due to the legacy of the financial statements established for Edenred’s demerger from the Accorgroup in July 2010.
In these financial statements, equity represented a negative€1,044 million at December 31, 2010. This is due to therecognition at historical cost of assets contributed or sold toEdenred by Accor through the asset contribution-demerger
transaction. This amount includes the €1,894 million negative
impact of acquiring Edenred entities owned by Accor anddeducted from equity following the demerger in June 2010.
None of the legal restructuring operations, whether consisting ofasset contributions or sales by Accor in favor of Edenred, qualify
as business combinations under IFRS 3. Whatever the legal
method used to create the Edenred group, the transactions
would not have changed Edenred's scope as defined in the
consolidated
financialstatements.
Consequently,
the

8.1

contributions were analyzed as an internal restructuring of
Edenred without any effect on Edenred's consolidated financial
statements, to the extent that all of the contributed entities
were already included in the scope of the consolidated financial
statements. Similarly, the legal sale transactions between Accorand Edenred did not constitute acquisitions for Edenred, because
all of the sold entities were already included in the scope of
Edenred's combined financial statements prior to the legal saletransactions. However, in Edenred's financial statements, thesales led to an outflow of cash to the shareholder, Accor, without
any benefit being received in return. The cash outflow therefore
had to be recognized when it occurred as a distribution ofreserves by Edenred, giving rise to a reduction in equity.

EquityIssued capital
At December 31, 2023, the Company's capital was made up of 249,588,059 shares with a par value of €2 (two euros) each, all fully paid up.
These 249,588,059 shares are ordinary shares with rights to distributions of interim and final dividends, reserves or equivalent amounts.
CHANGE IN CAPITAL IN NUMBER OF SHARESAt January 1
Capital increase linked to dividend payments
Shares issued on conversion of performance share rights
Shares issued on exercise of stock options

114

2023

2022

249,588,059

249,588,059--

208,027

237,971--

Share cancellation(208,027)(237,971)

AT DECEMBER 31

249,588,059

249,588,059

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

3

Treasury shares
Edenred shares held by the Group are recorded as a deduction from consolidated equity at cost. Capital gains/losses on disposal of
Edenred shares are recognized directly in equity and do not affect profit for the financial year.

(in number of shares)
Shares at beginning of period

2023

2022

578,971

1,052,018

PURCHASES OF SHARES
Share buy-back agreements

400,460

141,395

Liquidity contracts

65,553(134,619)

Purchase option exercise, bonus shares and capital allocations(204,728)(241,852)

Share cancellation(208,027)(237,971)

SHARES AT END OF PERIOD

632,229

578,971

SALES OF SHARES

Edenred SE shares held by the Company are measured at cost and recorded as a deduction from equity under “Treasury shares”.
At December 31, 2023, a total of 632,229 shares were held in treasury. It held 578,971 shares in treasury at end-2022.
2023
Entity to which
the custodyof the liquidity
contract* hasbeen assigned

Sold

2022
Purchased

Sold

Purchased

Total

Total

Total

No.

(in €
millions)

No.

(in €
millions)

Total
No.

(in €
millions)

PeriodNo.

(in €millions)

KeplerSince 06/03/2019

-

-

-

-

5,042,228

225

4,850,449

215

BNP Paribas
Exane

Since 07/05/2022

2,793,290

156

2,858,843

159

1,567,452

78

1,624,612

80*

In accordance with the code of ethics published by the Association française des marchés financiers (AMAFI) on March 8, 2011 and recognized by the French
financial markets authority (Autorité des marchés financiers – AMF) on March 21, 2011.

The funds allocated to liquidity contracts but not invested in Edenred shares represent liquid assets and are classified as cash and cash equivalents.

Dividends
2023 dividend
At the Edenred General Meeting called to approve the financial
statements for the year ended December 31, 2023, shareholders
will be asked to approve a dividend of €1.10 per share,
representing €0.10 growth compared with 2022, in line with theGroup’s progressive dividend policy.

Subject to approval by the General Meeting, this dividend will be
granted during the first half of 2024. The dividend was notrecognized under liabilities in the financial statements for theyear ended December 31, 2023 as these financial statements
were presented before appropriation of profit.

Edenred — 2023 Universal Registration Document

115

3

Financial statements
Consolidated financial statements

8.2

Earnings per share
Basic earnings per share
Basic earnings per share are calculated by dividing net profit (attributable to owners of the parent) by the weighted
average number of shares outstanding during the year (adjusted to exclude shares held in treasury during the year).
Diluted earnings per share
Diluted earnings per share are calculated based on the average number of outstanding shares, as adjusted to include theweighted average number of shares that would result from the exercise, during the year, of existing stock options and anyother dilutive instruments.
Diluted earnings per share are based on the average number of outstanding shares adjusted to take into account the effectof the potential ordinary shares.

At December 31, 2023, the Company’s share capital was made up of 249,588,059 ordinary shares.
At December 31, 2023, the number of shares outstanding and the weighted average number of ordinary shares
outstanding broke down as follows:(in shares)

2023

Share capital at end of period

249,588,059

249,588,059

Number of shares outstanding at beginning of period

249,009,088

248,536,041--

208,027

237,971

Number of shares issued for dividend payments
Number of shares issued on conversion of performance share plans
Number of shares issued on conversion of stock option plans
Number of shares canceled
Issued shares at end of period excluding treasury shares--(208,027)(237,971)--

Treasury shares not related to the liquidity contract

12,295

338,428

Treasury shares under the liquidity contract(65,553)

134,619

Treasury shares
Number of shares outstanding at end of period(53,258)

473,047

248,955,830

249,009,088

Adjustment to calculate weighted average number of issued shares(12,002)(4,553)Adjustment to calculate weighted average number of treasury shares

88,525(11,596)

Total weighted average adjustment
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE YEARIn addition, 1,678,714 performance shares were granted to
employees between 2021 and 2023. Conversion of all of thesepotential shares and of the bonds convertible into and/or
exchangeable for new and/or existing shares (OCEANEs) would
result in a total of 264,987,626 shares outstanding.
Based on the above number of potential shares and the average
Edenred share price calculated:

76,523(16,149)

249,032,353

248,992,939• from January 1, 2023 to December 31, 2023 for Plans 14, 15,
16 and 17 (€55.26);• from February 23, 2023 to December 31, 2023 for Plan 18(€56.16); and• from July 26, 2023 to December 31, 2023 for Plan 19 (€54.77).
The weighted average number of shares used to calculate
diluted earnings at December 31, 2023 was 264,473,352.

2023
Net profit attributable to owners of the parent (in € millions)
Weighted average number of issued shares (in thousands)
Weighted average number of treasury shares (in thousands)
Number of shares used to calculate basic earnings per share (in thousands)
BASIC EARNINGS PER SHARE (in €)Number of shares resulting from the exercise of stock options (in thousands)
Number of shares resulting from performance share grants (in thousands)

2022

267

386

249,576

249,584

(544)

(591)

249,032

248,993

1.07

1.55

-

-

1,088

1,003

Convertible bonds (in thousands)

14,353

14,353

Number of shares used to calculate diluted earnings per share (in thousands)

264,473

264,349

1.01

1.46

DILUTED EARNINGS PER SHARE (in €)
116

2022

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

8.3

3

Non-controlling interests(in € millions)
2021

84

Net profit from non-controlling interests for the year

31

Dividends paid to non-controlling interests(14)

Changes in consolidation scope

9

Capital increase

-

Other

(6)

Currency translation adjustment

3

Fair value adjustments to financial instruments and assets at fair value through other comprehensive income

(2)

2022

105

Net profit from non-controlling interests for the year

41

Dividends paid to non-controlling interests(29)

Changes in consolidation scope(14)

Capital increase

-

Other

2

Currency translation adjustment

3

Fair value adjustments to financial instruments and assets at fair value through other comprehensive income
2023

2
110

Changes in consolidation scope in 2022 correspond mainly to the acquisition of a 51% controlling interest in Greenpass and the exerciseof the call option on the remaining 20% of The Right Fuel Card (TRFC).
Changes in consolidation scope in 2023 relate mainly to the acquisition of a 28.29% stake in Edenred PayTech (see Note 2 “Acquisitions,development projects and disposals”).

NOTE 99.1

Employee benefits

Share-based payments
Performance share plans

IFRS 2 – Share-based Payment applies to the performance shareplans set up by the Board of Directors on March 10, 2020, May 6,
2020, May 11, 2021, October 19, 2021, February 23, 2022,
July 26, 2022, February 23, 2023 and July 26, 2023.
The recognition principles are the same as those applied to stock
option plans.
The number of performance shares is reviewed annually basedon changes in the probability of the performance objectives
being met.

Main characteristics
The duration of the 2020 to 2023 plans is three years for all
beneficiaries.
Performance shares vest when the performance conditions are
fulfilled. However, if the grantee is no longer employed by theGroup on the vesting date, depending on the reason for his or her
departure the performance share rights may be forfeited or thenumber of rights may be reduced proportionately to his or her
actual period of service since the grant date. The total number ofvested shares may not exceed 100% of the initial grant.
Under the three-year Plan 18, the 626,185 shares granted on
February 23, 2023 will vest on February 23, 2026 provided thatseveral performance conditions are met.

Under the three-year Plan 19, the 23,950 shares granted on
July 26, 2023 will vest on July 26, 2026 provided that several
performance conditions are met.
Fulfillment of the performance conditions for the plan will beassessed over the period from January 1, 2023 to December 31,
2025, based on the degree to which the following objectives
have been met:(i) two internal performance objectives, which will determine
75% of the total grant and are linked to growth in:• EBITDA,• the three CSR criteria (diversity, greenhouse gas
emissions and nutrition);(ii) one external (market) performance objective, which will
determine 25% of the total grant and is linked to:• Edenred’s total shareholder return (TSR) compared withthe average TSR of the companies in the SBF 120 index.
Depending on the actual percentage of fulfillment of each of theplan’s three performance conditions, the percentage of fulfillmentof each performance condition may reach a maximum of 150%
and the conditions can offset each other, when one condition isexceeded and another is not met or only partially met. However,
the total number of vested shares may not exceed 100% of theinitial amount of shares granted.
Performance shares vest subject to the fulfillment of
performance conditions and provided that the grantees are still
employed by the Group at the end of the vesting period.
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Financial statements
Consolidated financial statements

The performance objectives are as follows:
WEIGHT
75% of the shares granted

25% of the shares granted
CONDITIONSPLAN 12
Plan of March 10, 2020
502,551 shares
PLAN 13
Plan of May 6, 2020

Two internal performance
objectives, linked to like-forlike growth in operating EBIT
and funds from operations
before nonrecurring items(FFO).

One market performance
objective, linked to Edenred's
total shareholder return (TSR)
compared with the average
TSR of the companies in the
SBF 120 index.

The performance objectives
were partially met
for Plans 12 and 13.

Two internal performance
objectives, linked to like-forlike growth in EBITDA andthree CSR indicators (diversity,
GHG emissions and nutrition).

One market performance
objective, linked to Edenred's
total shareholder return (TSR)
compared with the average
TSR of the companies in the
SBF 120 index.

The performance objectives
are still being assessed forPlans 14, 15, 16, 17, 18 and 19.

12,013 shares
PLAN 14
Plan of May 11, 2021
527,258 shares
PLAN 15
Plan of October 19, 2021
8,500 shares
PLAN 16
Plan of February 23, 2022
646,845 shares
PLAN 17
Plan of July 26, 2022
37,700 shares
PLAN 18
Plan of February 23, 2023
626,185 shares
PLAN 19
Plan of July 26, 2023
23,950 shares

Fair value of performance share plans
The fair value of performance shares corresponds to the share price on the day of the grant, net of the expected dividend
payment during the vesting period.

The fair value of performance shares is recognized on astraight-line basis over the vesting period in employee benefit
expense, with a corresponding adjustment to equity.
The current fair value of Plan 18 is €48.46 per share, comparedwith a share price of €53.10 on February 23, 2023, the grant
date. The current fair value of Plan 19 is €52.20 per share,compared with a share price of €57.20 on July 26, 2023, thegrant date.

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2023 Universal Registration Document — Edenred

The fair value of performance shares is recognized on astraight line basis over the vesting period in employee benefit
expense, with a corresponding adjustment to equity. The total
expense recognized in respect of the 2023 plans amounted to€7 million in 2023.

Financial statements
Consolidated financial statements

2020

2021

2022

2023

Plan 12

Plan 13

Plan 14

Plan 15

Plan 16

Plan 17

Plan 18

Plan 19

Fair value of benefits for French tax residents

37.79

33.66

40.31

43.94

36.68

43.92

52.20

57.20

Fair value of benefits for non-residents

37.79

33.66

40.31

43.94

36.68

43.92

52.20

57.20

Expense recognized* (in € millions)
*

16

17

3

21

24

With a corresponding adjustment to equity for the duration of the plan.

9.2

Provisions for pensions and other post-employment benefits
The Group's obligation is determined by the projected unit credit method based on actuarial assumptions related to futuresalary levels, retirement age, mortality, staff turnover and discount rates. These assumptions take into account themacroeconomic situation and other specific circumstances in each country where the Group operates.
The fair value of the plan assets intended to hedge retirement obligations and other long-term employee benefits is usedin order to evaluate the amount of the liability related to them. Pension and other retirement benefit obligations
recognized in the balance sheet correspond to the discounted present value of the defined-benefit obligation less the fairvalue of plan assets. Any surpluses, corresponding to the excess of the fair value of plan assets over the projected benefit
obligation, are recognized only when they represent future economic benefits available for the Group, for instance in theform of refunds from the plan or reductions in future contributions to the plan.
The net defined-benefit obligation is recognized in the balance sheet under “Non-current provisions“.
For defined-benefit plans, current and past service costs are recognized in operating expenses.
For post-employment benefits, actuarial gains and losses arising from changes in actuarial assumptions and experience
adjustments are recognized immediately in equity.
However, actuarial gains and losses related to current employees' long-term benefits, particularly long-service awards andloyalty bonuses, are recognized immediately in net financial expense.

Group employees receive three kinds of benefits:

1.

short-term benefits: paid vacation, paid sick leave andprofit-shares;

2.

long-term benefits: long-service awards, long-term disability
benefits, loyalty bonuses and seniority bonuses;3.

post-employment benefits:(a) defined-contribution plans: obligations under theseplans are funded by periodic contributions to externalorganizations that are responsible for the administrativeand financial management of the plans. Contributions
to these plans are recognized immediately as an
expense. The external organization is responsible for all

benefit payments and the Group has no liability beyond
the payment of contributions.
Contributions to these plans are recognized in the
period to which they relate,(b) defined-benefit plans (end-of-career compensation,pension funds): for defined-benefits plans, the Groupassesses its obligation in accordance with IAS 19(revised) – Employee Benefits. These plans arecharacterized by the employer's obligation toward
employees. If they are not entirely pre‑funded, aprovision must be set aside.

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Financial statements
Consolidated financial statements

For Edenred, the main post-employment defined-benefit plansconcern:• defined-benefit pension plans, for which the benefits arecalculated as follows:• lump-sum payments made to employees on retirement,
determined by reference to the employee’s years of service
and final salary,• calculation based on factors defined by the Finance andHuman Resources Departments each year,• a provision is recognized in the statement of financial
position in respect of the benefit obligation calculated.
These plans mainly concern: Edenred SE, Edenred France andProweb CE in France, Edenred UK in the United Kingdom,
Ticket Serviços Brazil in Brazil, and Servicios Edenred andEdenred Mexico in Mexico.

The 2023 French pension reform has not had any significant
impact on commitments at December 31, 2023;• length-of-service awards in Italy:• lump-sum payments made to employees on retirement,
resignation or dismissal, determined by reference to theemployee’s years of service and final salary,• a provision is recognized in the statement of financial
position in respect of the benefit obligation calculated;• the Edenred group’s pension obligations are funded underinsured plans or by external funds. Plan assets therefore
consist mainly in the classes of assets held in insurers' general
portfolios managed according to conservative investment
strategies.

Actuarial assumptions
Actuarial valuations are based on a certain number of long-term factors defined by the Group, which are reviewed each year.

2023

FranceUnited Kingdom

Belgium

Italy

Rate of future salary increases

3.0%

-

3.0%

2.0%

Discount rate

3.2%

5.6%

3.2%

4.1%

Inflation rate

2.0%

3.6%

2.0%

2.0%

FranceUnited Kingdom

Belgium

Italy

2022
Rate of future salary increases

3.0%

-

3.0%

2.0%

Discount rate

3.7%

4.6%

3.7%

3.7%

Inflation rate

2.0%

2.3%-3%

2.0%

2.0%

Funded status of post-employment defined-benefit plans and long-term employee benefits
To improve legibility, Edenred has decided to present only non-zero and/or material aggregates.

At December 31, 2023

Defined-benefit
pension plans

Other definedbenefit plans*Present value of funded obligation

14

-

14

Fair value of plan assets

(18)

-

(18)

Surplus (deficit)

(4)

-

(4)

-

17

+17

(4)

17

13

(in € millions)

Present value of unfunded obligation
LIABILITIES RECOGNIZED IN THE BALANCE SHEET*

120

Including length-of-service awards and loyalty bonuses.

2023 Universal Registration Document — Edenred

Total

Financial statements
Consolidated financial statements

3

At December 31, 2022

Defined-benefit
pension plans

Other
defined‑benefit
plans*

Present value of funded obligation

15

-

15

Fair value of plan assets

(18)

-

(18)

Surplus (deficit)

(3)

-

(3)

-

15

+15

(3)

15

12

(in € millions)

Present value of unfunded obligation
LIABILITIES RECOGNIZED IN THE BALANCE SHEET
*

Total

Including length-of-service awards and loyalty bonuses.

Change in funded status of post-employment defined-benefit plans by region

Pension plans(in € millions)

UnitedFrance Kingdom

Belgium

Italy

Other*

Rest of the
World

Total

Other
benefits

Total
2023

Total
2022

Projected benefit obligation
at beginning of period

3

10

2

2

6

6

29

1

30

44

Service costs

-

-

-

-

1

1

2

-

2

2

Interest costs

-

-

-

-

-

1

1

-

1

1

Employee contributions

-

-

-

-

-

-

-

-

-

-

Past service costs(plan amendments)

-

-

-

-

(1)

-

(1)

-

(1)

(1)

Plan curtailments/settlements

-

-

1

-

-

(2)

(1)

-

(1)

-

Acquisitions (disposals)

-

-

-

-

-

-

-

-

-

-

Benefits paid

-

-

-

(1)

-

-

(1)

-

(1)

(1)

Actuarial (gains) losses

-

(1)

-

-

1

-

-

-

-

(14)

Currency translation
adjustment

-

-

-

-

-

-

-

-

-

-

Other

-

-

-

-

-

1

1

-

1

(1)

PROJECTED BENEFITOBLIGATIONAT END OF PERIOD

3

9

3

1

7

7

30

1

31

30

*

The impact on actuarial gains and losses is mainly due to experience adjustments resulting from the change in governance.

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Financial statements
Consolidated financial statements

FranceUnitedKingdom

Belgium

Italy

Other

Rest of the
World

Total

Other
benefits

Total
2023

Total
2022

Fair value of plan assets
at beginning of period

-

14

4

-

-

-

18

-

18

18
-

(in € millions)Interest income

-

-

-

-

-

-

-

-

-

Actual return on plan assets

-

-

-

-

-

-

-

-

-

-

Employer contributions

-

-

-

-

-

-

-

-

-

1

Employee contributions

-

-

-

-

-

-

-

-

-

-

Benefits paid

-

-

-

-

-

-

-

-

-

-

Settlements

-

1

-

-

-

-

1

-

1

(1)

Acquisitions (disposals)

-

-

-

-

-

-

-

-

-

-

Actuarial (gains) losses

-

(1)

-

-

-

-

(1)

-

(1)

2

Currency translation
adjustment

-

-

-

-

-

-

-

-

-

(1)

Other

-

-

(1)

-

-

1

-

-

-

(1)

FAIR VALUEOF PLAN ASSETSAT END OF PERIOD

-

14

3

-

-

1

18

-

18

18

FranceUnitedKingdom

Belgium

Italy

Other

Rest of the
World

Total

Other
benefits

Total
2023

Total
2022

Plan deficit
at beginning of period*

3

(4)

(2)

2

6

6

11

1

12

26

PLAN DEFICITAT END OF PERIOD*

3

(4)

-

1

7

5

12

1

13

12

(in € millions)*122

Including length-of-service awards and loyalty bonuses.

(in € millions)FranceUnitedKingdom

Belgium

Italy

Other

Rest of the
World

Total

Other
benefits

Total
2023

Total
2022

Service costs

-

-

-

-

1

1

2

-

2

2

Net interest income

-

-

-

-

-

1

1

-

1

-

COST FOR THE PERIOD

-

-

1

-

-

-

1

-

1

2

Actuarial gains and losses
recognized in equity

-

-

-

-

1

-

1

-

1

(16)

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

3

Changes in pension liabilities (including loyalty bonuses) between December 31, 2021
and December 31, 2023

(in € millions)

AmountLiability at December 31, 2021

26

Additions for the year

3

Reversals of unused amounts(1)

Used amounts(1)

Actuarial gains and losses for the period recognized in equity(16)

Effect of changes in consolidation scope-

Currency translation adjustment

1

Liability at December 31, 2022

12

Additions for the year

4

Reversals of unused amounts(3)

Used amounts(1)

Actuarial gains and losses for the period recognized in equity

1

Effect of changes in consolidation scope-

Currency translation adjustment-

LIABILITY AT DECEMBER 31, 2023

13

Actuarial gains and losses arising from changes in assumptions and experience adjustments(in € millions)

2023

2022

Actuarial (gains) and losses – experience adjustments-(1)

Actuarial (gains) and losses – changes in demographical assumptions-(2)

Actuarial (gains) and losses – changes in financial assumptions

1

(13)

ACTUARIAL (GAINS) LOSSES

1

(16)

Sensitivity analysis
At December 31, 2023, a 0.5 point decrease and a 0.5 point increase in the discount rate would respectively lead to a roughly €2 million
increase and a roughly €2 million decrease in the Group’s projected benefit obligation.

NOTE 10 Other provisions, income and expenses
10.1 Other income and expenses
To make the consolidated financial statements easier to read, certain specific items of income and expense are reported
under "Other income and expenses". This item is used only for income and expenses:• related to a major event that occurred during the reporting period; and• whose impact, if it were not presented separately from that of other transactions, would distort the understanding of
the Group’s underlying performance by users of the financial statements.

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Financial statements
Consolidated financial statements

Other income and expenses can be analyzed as follows:(in € millions)

2023

2022

Movements in restructuring provisions-

5

Restructuring and reorganization costs

(10)

(13)

Restructuring expenses

(10)

(8)

-

-

Impairment of intangible assets

Impairment of property, plant and equipment

(1)

(10)

Impairment of assets

(1)

(10)

Acquisition-related costs

(29)

(5)

Capital gains and losses

11-

Movements in provisions

(155)

2

Non-recurring gains and losses

(11)

(9)

Other

(184)

(12)

TOTAL OTHER INCOME AND EXPENSES*

(195)

(30)

*

Net cash costs included under this caption amounted to €43 million in 2023 and €20 million in 2022.

Other income and expenses in 2023 were primarily as follows:• acquisition-related costs for €29 million, including €16 million
relating to the acquisition of Reward Gateway on May 16,2023;• the full write-down of the asset relating to payment of the
ADLC fine for €158 million;• recognition of a €9 million loss during a platform migration in
Latin America and the transfer of the historical balances ofclient cards;

Other income and expenses in 2022 were primarily as follows:• acquisition costs for €5 million;• recognition of a €7 million loss during a platform migration in
Latin America and the transfer of the historical balances ofclient cards;• impairment of a platform in Latin America for €9 million;• restructuring costs for €8 million.

• restructuring costs for €10 million;• net capital gains of €11 million.

10.2 Provisions
In accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, a provision is recognized when theGroup has a present obligation (legal, contractual or implicit) as a result of a past event and it is probable that an outflow ofresources embodying economic benefits will be required to settle the obligation. Provisions are determined based on thebest estimate of the expenditure required to settle the obligation.
Provisions for restructuring costs are recorded when the Group has a detailed formal plan for the restructuring and theplan’s main features have been announced to those affected by it.

Provisions for losses due to voucher theft are calculated according to declarations and based on a percentage of the stolen
vouchers' aggregate face value corresponding to the Group's best estimate of the proportion of those vouchers that will becashed in.

1242023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

3

Movements in non-current provisions between January 1, 2023 and December 31, 2023 can be analyzed as follows:

AdditionsUsedamounts

Reversalsof unusedamounts

Currencytranslation
adjustment

Reclassifications
and changes
in scope

2023

2022

Impacton equity

Provisions for pensions
and loyalty bonuses

12

1

2

(1)

(2)

-

1

13

Provisions for claims
and litigation and othercontingencies

8

-

5

(1)

(4)

-

-

8

TOTAL NON-CURRENTPROVISIONS

20

1

7

(2)

(6)

-

1

21

(in € millions)

Movements in current provisions between January 1, 2023 and December 31, 2023 can be analyzed as follows:

Reversalsof unusedamounts

Currencytranslation
adjustment

Reclassifications
and changes
in scope

2023

2022

Impacton equity

AdditionsUsedamounts

Restructuring provisions

1

-

2

(2)

(0)

-

-

1

Provisions for claims
and litigation and othercontingencies

9

-

4

(2)

(2)

-

-

9

TOTAL CURRENTPROVISIONS

10

-

6

(4)

(2)

-

-

10

(in € millions)Taken individually, all ongoing disputes are immaterial, with the exception of those presented in Note 10.3 “Claims, litigation and risks“.

10.3 Claims, litigation and risk
In the normal course of its business, the Group is involved in a number of disputes with third parties or with judicial or administrative
authorities (including tax authorities).

Antitrust dispute in France
In 2015, the French company Octoplus and three hospitality
unions filed a complaint with the French Antitrust Authority
against several French companies in the meal voucher sector,
including Edenred France. The Antitrust Authority’s board met
on April 5, 2016 and on July 7, 2016 to hear all the parties
concerned as well as the investigation departments. On
October 6, 2016, the Antitrust Authority decided to pursue its
investigations without passing provisional measures against
Edenred France.
On February 27, 2019, the investigation departments provided
Edenred France with their final report, which contained twocomplaints dating from the early 2000s concerning information
sharing through the Centrale de Remboursement des Titres(CRT) and the use of the CRT to lock up the meal voucher market.
However, the Antitrust Authority dismissed all allegations madeby Octoplus and the three hospitality unions, namely with regard
to an alleged price cartel. Edenred submitted its observations to

the Antitrust Authority on April 29, 2019. On December 17, 2019,
the Antitrust Authority announced that it had decided to fine
Edenred €158 million on the grounds of the above twocomplaints. Edenred received an official request from the French
tax authorities to pay the fine. In response, Edenred requested astay of payment until March 31, 2021 with no impact on the fine,by providing a surety in the same amount. On March 31, 2021,
Edenred paid the fine in an amount of €158 million and canceled
the related surety. The asset associated with this ruling wasrecognized in other receivables.
On November 16, 2023, the Paris Court of Appeal upheld the
Antitrust Authority’s decision. Edenred believes that the Court ofAppeal did not provide sufficiently satisfactory answers to its
arguments. Edenred therefore appealed to the Court ofCassation. The asset associated with the payment of the fine,recorded under other receivables, was written down in full at
December 31, 2023.

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Financial statements
Consolidated financial statements

Turkish antitrust litigation
In February 2010, the Turkish antitrust authorities conducted aninvestigation into Edenred Turkey and Sodexo Turkey to examine
the behavior of these two entities on their market between
2007 and 2010. In July 2010, this investigation resulted in adecision to close the case without further action. After
examining the application of another market participant seeking
the annulment of that decision, the High Court of Justice ruledthat the antitrust authorities had to conduct a full investigationof six market participants in Turkey, including Edenred, on thebasis of their respective behavior on the service voucher market
between 2007 and 2010.

On November 15, 2018, the Turkish antitrust authorities imposeda fine of approximately €1 million on Edenred in its capacity as ashareholder of Netser, the subsidiary set up 17 years ago with
Sodexo to offer restaurant operators an efficient, low-cost
technical electronic payments solution. Edenred paid the fine in
the first half of 2019. The Company appealed the decision before
the Ankara Administrative Court on May 31, 2019. The appeal
was heard on October 22, 2020 and a decision is expected in thenext few years.

Czech Republic antitrust dispute
In 2019, the Czech antitrust authority conducted an investigation
into Edenred Czech Republic, Sodexo and Up to examine thebehavior of these entities on their market. This investigation led
to a statement of objections being issued in October 2021 alongwith the amount of the potential fine, estimated by the Czech
authorities at €4.1 million. Based on the opinion of its legal
advisers, Edenred believes that it has solid arguments in its
defense. Edenred has appealed the decision. On October 24,
2023, the Chairman of the Czech antitrust authority issued his
decision, confirming the findings in the first instance regarding

the alleged anticompetitive practices, but annulling the fine
imposed on Edenred Czech Republic for procedural reasons. The
case was referred back to the court of first instance. To date, nofine has been imposed on the Edenred Czech Republic, and theCzech antitrust authority is due to issue a new decision in thecourse of 2024, which may, if necessary, result in an appeal
procedure lasting between 12 and 18 months.
The Group believes that its arguments have a strong chance of
success. Accordingly, no provision has been recognized in thefinancial statements.

Tax litigation in Brazil
Municipal tax – Ticket Serviços
In December 2011, the municipality of São Paulo notified theBrazilian company Ticket Serviços of a reassessment of municipal
tax (ISS – Imposto Sobre Serviços) for the period from April to
December 2006, even though the company had already paid thistax to the municipality of Alphaville.
For this period, the principal amount of the reassessment was
8 million Brazilian reals (€1 million), plus 132 million Brazilian reals(€25 million) in penalties and interest at December 31, 2023.
In November 2012, the municipality notified the company, on thesame basis, of the amounts related to the period fromJanuary 2007 to March 2009.
For this second period, the principal amount of the reassessment
was 28 million Brazilian reals (€5 million), plus 491 million
Brazilian reals (€92 million) in penalties and interest at
December 31, 2023. The company's motion before the Brazilian
courts was denied in the first trial and an appeal was filed.
In addition to the reassessments mentioned above, the company
may be required to pay for the government’s legal fees and thecourt fees for a total of 66 million Brazilian reals (€12 million).
The administrative chamber of appeal ruled against the company
on September 23, 2014. The company appealed the decision.
On August 11, 2015, the appeal lodged by the company wasdenied, thereby putting an end to the administrative phase of
the dispute.
On November 10, 2015, the company filed a motion with the
Court of Justice of the State of São Paulo for cancellation of thereassessments.
Based on the opinion of its tax advisers, the Company believes
that there is a probable chance of a favorable outcome.
Therefore, the Company has not set aside a related provision.

126

2023 Universal Registration Document — Edenred

The motion included a request to defer the payment of the
disputed amount, which was granted by a decision handed down
on November 12, 2015. The tax authorities appealed thisdecision, but the appeal was denied. The State of São Pauloappealed to the Supreme Court of Justice.
At the Court’s request, the company provided a guarantee issued
by Swiss Re.
An expert was appointed as part of the proceedings to observeand examine the facts of the case. The expert's opinion wasfavorable to the company.
On August 13, 2020, the first-instance judicial courts rejected thecompany’s application. On September 24, 2020, the State of São
Paulo lodged an appeal against the cap on the interest due. On
April 30, 2021, the company filed a second-instance appeal. On
June 22, 2023, the appeal court ruled in favor of the company.
The municipality of São Paulo appealed to the Superior Court in
September 2023. Based on the opinion of an expert familiar withthe facts, the Company believes there is a good chance that theSuperior Court judges will also find in its favor. Therefore, theCompany has not set aside a related provision.

Tax allowance for goodwill amortization
In January 2012, the Brazilian federal tax authorities notified
Ticket Serviços of a reassessment of corporate income tax andthe additional contribution (IRPJ and CSLL) for the fiscal years
spanning from 2007 to 2010. The principal amount of thereassessment was 97 million Brazilian reals (€18 million), plus
315 million Brazilian reals (€59 million) in penalties and interest
at December 31, 2023.
During 2016, the tax authorities issued two new reassessments,
in line with the previous reassessment, for 2011 and 2012.
For 2011, the principal amount of the reassessment was 25 million
Brazilian reals (€5 million), plus 72 million Brazilian reals(€13 million) in penalties and interest at December 31, 2023.

Financial statements
Consolidated financial statements

For 2012, the principal amount of the reassessment was
16 million Brazilian reals (€3 million), plus 46 million Brazilian
reals (€9 million) in penalties and interest at December 31, 2023.
The tax authorities disallowed the tax deductibility of the
goodwill amortization recognized on the buyout of the minority
interest in Ticket Serviços. The Company contests thesereassessments.
For the 2007-2010 reassessment, the Company has filed a firstinstance request before the judicial courts to have thereassessments canceled and an application has also been madefor a stay of payment of the contested amount. In 2018, thecompany posted a bank guarantee in support of its application
for a stay of payment in an amount of 386 million Brazilian reals

3(€72 million), which constitutes an off-balance sheet
commitment given by the Group. On June 21, 2020, thefirst-instance judicial courts rejected the company’s application.
The Company appealed this decision before the Federal Regional
Court on October 19, 2020, which overturned the decision in
August 2023 and sent the case back to the court of first instance.
For the 2011-2012 reassessment, last-instance administrative
proceedings on September 14, 2022 upheld the reassessment
but overturned the 150% penalty. An action for annulment was
lodged in Brasilia in September 2023.
Based on the opinion of its tax advisers, the Company believes
that there is a probable chance of a favorable outcome.
Therefore, the Company has not set aside a related provision.

Tax litigation in Italy
In 2019, a tax audit was carried out at Edenred Italy, covering theperiod from 2014 to 2016.
In June 2019, the Italian tax authorities informed the company
that the tax audit for the period from 2014 to 2016 had been
completed. The tax authorities have challenged the brandroyalties billed to Edenred Italy by Edenred SE, as well as thetiming of revenue recognition (billing of partner merchants).
In November 2019, the authorities issued a proposed
reassessment with the effect of suspending the statute oflimitations. As no consensus was reached further to thediscussions with the tax authorities in the first half of 2020,
Edenred initiated a mutual agreement procedure (MAP) between
the Italian and French tax authorities on May 28, 2020 in respectof the brand royalties paid by Edenred Italy. At the same time,
the Company continued to challenge the reassessment ofpartner merchant billing before the courts.

In April 2021 and July 2021, the authorities issued additional
proposed reassessments in respect of the amount of brandroyalties billed by Edenred SE in 2015 and 2016. The mutual
agreement procedure has been extended to thesereassessments.
In September 2022, the first-instance court ruled in favor of theCompany in the matter of partner merchant billing. The appeal
court upheld this decision on May 24, 2023. The tax authorities
appealed this decision before the Supreme Court.
Based on the opinion of its tax advisers, the Company believes
that it has solid arguments in its defense.
A provision of €1 million has been set aside under current tax
liabilities for this matter, corresponding to the Company’s
estimate of the reassessment risk, which is viewed as limited.

Tax audit in Italy
From July to December 2022, a tax audit was carried out at
Edenred Italy covering 2018.

From May to December 2023, a tax audit was carried out at
Edenred Italy covering 2017.

On December 16, 2022, the Italian tax authorities sent theCompany notice that the tax audit for 2018 had been completed,challenging Edenred SE’s billing of brand royalties to Edenred
Italy and the valuation of Edenred UK shares transferred to
Edenred SE.

On December 5, 2023, the Italian tax authorities sent theCompany notice that the tax audit for 2018 had been completed,challenging Edenred SE’s billing of brand royalties to Edenred Italy.

Litigation in Italy
On February 20, 2024, Edenred Italia s.r.l. was served notice by
the Italian public prosecutor in Rome of administrative
proceedings launched against it. Criminal proceedings have also
been launched against four current and former executives of thecompany relating to a call for tender launched in October 2019
by Consip, the Italian government procurement agency, in which
Edenred Italia s.r.l. won four out of 15 lots. Edenred Italia s.r.l. is
accused of not having complied with the rules of this call for
tender. Around €20 million has been seized, which, according to

the public prosecutor, is the maximum amount that Edenred
Italia s.r.l. could be ordered to repay at the end of theproceedings. Edenred Italia s.r.l. remains fully capable ofoperating in its market with its full offer, including participatingin calls for tender. Edenred Italia s.r.l. is working with the Italianlegal authorities to provide all necessary explanations during thisinvestigation, and remains confident about its outcome. The
procedure is expected to last a few years.

Edenred — 2023 Universal Registration Document

127

3

Financial statements
Consolidated financial statements

NOTE 11 Additional information
11.1

Additional information about jointly controlled entities

None.

11.2

Related parties

For the purpose of applying IAS 24, the Group has identified the following related parties:

Companies accounted for by the equity method
Relations between the parent company and its associates are presented on a dedicated line in the consolidated income statement andstatement of financial position.

Members of the Executive Committee
The Group considers all members of the Executive Committee
and the members of their direct families to be related parties, aswell as all companies in which a member of the Executive
Committee holds significant voting rights.

Transactions with members of the Executive Committee aredisclosed in full in Note 11.3 “Compensation paid to key
management staff”.

Members of the Board of Directors
The Group considers all members of the Board of Directors andthe members of their direct families to be related parties. The
members of the Board of Directors receive annualcompensation, which is determined by the Board of Directors
and approved by the General Meeting. For the 2023 financial

year, this compensation amounted to an aggregate €0.8 million.
The Chairman and Chief Executive Officer does not receive anycompensation for his duties as member of the Board of
Directors. His compensation is disclosed in Note 11.3
“Compensation paid to key management staff”.

11.3 Compensation paid to key management staff(in € millions)

2023

2022

Short-term benefits

13

12

Share-based payments

8

7

TOTAL COMPENSATION

21

19

11.4 Statutory Auditors’ fees
The table below shows the total fees billed by the Statutory Auditors that were recognized in the income statement inrespect of the two periods presented:

DELOITTE & ASSOCIÉSAmount (excl. tax)(in € millions)

2023

2022

ERNST & YOUNG%
2023

Amount (excl. tax)
2022

%

2023

2022

2023

2022

FEES PAID TO THE STATUTORY AUDITORS FOR AUDITING THE FINANCIAL STATEMENTS• Issuer

(0.4)

(0.4)

19%

16%

(0.4)

(0.4)

13%

17%

• Fully consolidated subsidiaries

(1.7)

(1.5)

81%

58%

(2.3)

(1.7)

76%

74%

Sub-total

(2.1)

(1.9)

100%

74%

(2.7)

(2.1)

89%

91%

FEES PAID TO THE STATUTORY AUDITORS FOR OTHER SERVICES*• Issuer

-

(0.1)

0%

2%

-

-

0%

0%

• Fully consolidated subsidiaries

-

(0.6)

0%

24%

(0.3)

(0.2)

11%

9%

-

(0.7)

0%

26%

(0.3)

(0.2)

11%

9%

(2.1)

(2.6)

100%

100%

(3.0)

(2.3)

100%

100%

Sub-total
TOTAL
*

128

In 2023, these fees mainly concerned tax and payroll compliance engagements, as well as buy-side due diligence.

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

3

11.5 Off-balance sheet commitments
Off-balance sheet commitments given
Off-balance sheet commitments amounted to €681 million at December 31, 2023, versus €594 million in 2022.
At December 31, 2023, off-balance sheet commitments given broke down as follows:2023<1 year>1 year<5 years>5 years

Total

2022

Voucher sale guarantees given to the public sector

33

33

111

177

158

Guarantees given to the public sector in Mexico

94

-

-

94

84

Bank bonds issued in Brazil

-

-

29

29

29

Bail bond issued within the framework of tax litigation
on municipal tax in Brazil (ISS)

-

-

129

129

120

Bail bond issued within the framework of litigation
on tax allowances for goodwill amortization

-

-

102

102

65

Capital commitments given to the Partech
investment fund

1

-

12

13

6

(in € millions)Intermarché bond as part of the contract with LCCC

32

-

-

32

30

Sub-total

160

33

383

576

492

Other*

35

9

61

105

102

TOTAL OFF-BALANCE SHEET COMMITMENTS GIVEN

195

42

444

681

594

*

Mainly comprising rental commitments not included in the scope of IFRS 16 and deposits.

To the best of the Group’s knowledge and in accordance with generally accepted accounting principles, no commitments given havebeen omitted from the above list.

Off-balance sheet commitments received
Off-balance sheet commitments received from third parties at December 31, 2023 amounted to €2 million. They consisted mainly inguarantees received from clients in Brazil whose contracts with the Repom subsidiary do not require prepayment.

Edenred — 2023 Universal Registration Document

129

3

Financial statements
Consolidated financial statements

NOTE 12 List of consolidated companies at December 31, 2023
In accordance with regulation 2016-09 of French accounting
board Autorité des Normes Comptables Françaises, the list of
consolidated companies and details of the main investments in
non-consolidated companies are provided below for users of thefinancial statements. All companies controlled by the Group or
over which the Group exercises significant influence are includedin the scope of consolidation. UNION TANK Eckstein Gmbh & Co.
KG applied the exemption from publishing annual financial
statements provided for in paragraph 264 in relation withparagraph 264b of the German Commercial Code
(Handelsgesetzbuch).

2023
Company

2022

Interest
held (%)

Method

EQ

25.00

FC

100.00FranceFC

FranceFC

FranceFC

Country

MethodConecsFranceEdenred Corporate Payment France

FranceEdenred France
Edenred Paiement
Ticket Fleet Pro SAS

Interest
held (%)

Change
(%)

EQ

25.00

0.00

FC

100.000.00

100.00FC

100.000.00

100.00FC

100.000.00

100.00FC

100.000.00

FRANCE

Edenred Fuel Card A

France

NC

0.00

FC

100.00-100.00

La Compagnie des Cartes Carburants

FranceFC

100.00FC

100.000.00

ProwebCE

FranceFC

100.00FC

100.000.00

Edenred Fleet & Mobility SAS

FranceFC

100.00FC

100.000.00

Addworking

France

NC

14.79

NC

14.79

0.00

Lucky Cart SAS

France

NC

22.18

NC

22.18

0.00
-18.10AndjaroFrance

NC

0.00

NC

18.10

CRCESUFrance

NC

16.67

NC

16.67

0.00

Fretlink

France

NC

5.50

NC

5.50

0.00

Fuse

France

NC

9.12

NC

9.12

0.00

OONETIC SAS

France

NC

16.50

NC

16.50

0.00

CRT

France

NC

25.00

NC

25.00

0.00

RAISE

France

NC

17.00

NC

17.00

0.00

Benefiz SAS.

France

NC

11.10

N/A

N/A

N/A

Likeo

France

NC

27.03

N/A

N/A

N/A

SAS Betterway

France

EQ

48.18

EQ

48.18

0.00

Enjoy Mon CSE SAS

France

NC

0.00

FC

100.00-100.00

CogescoFranceNew in scopeFC

100.00

N/A

N/A

N/A

Ages Maut System Gmbh & Co KG

Germany(UTA sub-group)

EQ

16.60

EQ

16.60

0.00

Ages International Gmbh & Co KG

Germany(UTA sub-group)

EQ

16.60

EQ

16.60

0.00

Edenred Deutschland Gmbh

GermanyFC

100.00FC

100.000.00

Edenred Tankkarten*

GermanyFC

100.00FC

100.000.00

EUROPE (EXCL. FRANCE)

Union Tank Eckstein Gmbh & Co. KG

Germany(UTA sub-group)FC

100.00FC

100.000.00

UTA GmbH

Germany(UTA sub-group)FC

100.00FC

100.000.00

Itemion Verwaltungs GmbHGermany(UTA sub-group)FC

100.00FC

100.000.00

Mercedes Service Card GmbH & Co KG

Germany(UTA sub-group)

EQ

49.00

EQ

49.00

0.00

Mercedes Service Card BeteiligungsGmbH

Germany(UTA sub-group)

EQ

49.00

EQ

49.00

0.00

Omega2 GMBH

GermanyFC

100.00FC

100.00

0.00

Belonio GMBH

Germany

EQ

25.00

EQ

25.00

0.00

AustriaFC100.00FC

100.000.00
0.00

Edenred Austria GmbH130

UTA Austria GmbH

AustriaFC100.00FC

100.00

Edenred Belgium SA

BelgiumFC

100.00FC

100.000.00

PPS EU (Edenred Paytech)

BelgiumFC

100.00

FC

71.71

28.29

2023 Universal Registration Document — Edenred(UTA sub-group)Financial statements
Consolidated financial statements

2023

2022

MethodInterest
held (%)

MethodInterest
held (%)*

Change
(%)

FC

50.00

FC

50.00

0.00

FC

60.00

FC

60.00

0.00

(UTA sub-group)FC

100.00FC

100.00

0.00(EBV sub-group)

FC

60.00

FC

60.00

0.00

Spain

(UTA sub-group)FC

100.00FC

100.00

0.00(EBV sub-group)

CompanyCountry

Edenred Bulgaria AD

Bulgaria

EBV Bulgaria

Bulgaria(EBV sub-group)

UTA Bulgaria

Bulgaria

Nikosax A/S

Denmark

UTA España
Nikosax España

Spain

Edenred España SASpain

EBV Spain

Spain

Tarjeta Gasolina Edenred
Integro Worldwide SA
Timex Card Estonia

FC

60.00

FC

60.00

0.00

FC

100.00FC

100.00

0.00(EBV sub-group)

FC

60.00

FC

60.00

0.00

Spain

New in scopeFC

100.00

N/A

N/A

N/A

Spain

New in scope

FC

75.00

N/A

N/A

N/A

Estonia(UTA sub-group)FC

100.00FC

100.000.00

Estonia(UTA sub-group)/
New in scope

UTA Estonia OÜFC100.00

N/A

N/A

N/A

Edenred Finland

FinlandFC

100.00FC

100.00

0.00

Vouchers Services

Greece

FC

51.00

FC

51.00

0.00
0.00

UTA Magyarország Kft.

Hungary(UTA sub-group)FC

100.00FC

100.00

Nikosax HU

Hungary(EBV sub-group)

FC

60.00

FC

60.00

0.00

Edenred Magyarország

Hungary

NC

0.00

FC

100.00-100.00
0.00

UTA Italia s.r.l.

Italy

FC

100.00FC

100.00

Edenred Italia s.r.l.

Italy

FC

100.00FC

100.000.00

Edenred Italia Financiera S.r.l

Italy

NC

0.00

FC

100.00-100.00

Italy

NC

0.00

FC

100.00-100.00

AlbaniaFC100.00FC

100.000.00

Easy Welfare
EW Innovation
UTA Latvija SIA(UTA sub-group)

Lithuania(UTA sub-group)/
New in scopeFC

100.00

N/A

N/A

N/A

Timex Card Lithuania

Lithuania(UTA sub-group)FC

100.00FC

100.000.00

UAB Areja

Lithuania(EBV sub-group)FC

100.00FC

100.000.00

EBV Lithuania

Lithuania(EBV sub-group)

FC

60.00

FC

60.00

0.00

Lithuania(EBV sub-group)/
New in scopeFC

100.00

N/A

N/A

N/A
0.00

UAB UTA Lithuania
Edenred Luxembourg

LuxembourgFC100.00FC

100.00

Cube RE SA

LuxembourgFC100.00FC

100.000.00

Car-Pay-Diem

Luxembourg

NC

9.81

NC

9.81

0.00

Kwalyo Incentive SCSp

Luxembourg

NC

8.54

NC

8.54

0.00

UTA Nederland B.V.

Netherlands(UTA sub-group)FC

100.00FC

100.000.00

Poland(UTA sub-group)FC

100.00FC

100.00

0.00(EBV sub-group)

FC

60.00

FC

60.00

0.00

FC

100.00FC

100.00

0.00

FC

60.00

FC

60.00

0.00

UTA SP. Z.O.O. (ex‑Timex Card)
Nikosax PL

PolandEdenred Polska

PolandEBV Poland

Poland(EBV sub-group)

Edenred Portugal Lda

Portugal

FC

50.00

FC

50.00

0.00

One Card

PortugalFC

100.00FC

100.000.00

UTA Czech s.r.o.

Czech
Republic

FC

100.00FC

100.000.00

FC100.00FC

100.000.00

FC100.00FC

100.000.00
0.00

Edenred CZ s.r.o.

Czech
Republic

UTA Romania Services srl

Romania(UTA sub-group)(UTA sub-group)3

Edenred Romania srl

RomaniaFC100.00FC

100.00

Edenred Digital Technology Center

RomaniaFC100.00FC

100.000.00

Benefit Systems SRL

RomaniaFC100.00FC

100.000.00

Edenred — 2023 Universal Registration Document

131

3

Financial statements
Consolidated financial statements

2023

2022

CompanyCountry

MethodInterest
held (%)

MethodInterest
held (%)

Change(%)

Benefit Broker De Pensii Private

RomaniaFC100.00FC

100.000.00

EBV Romania

Romania (EBV sub-group)

FC

60.00

FC

60.00

0.00

UTA Freight UK Ltd

United Kingdom (UTA sub-group)FC

100.00FC

100.000.00

Edenred UK Group Ltd

United Kingdom

FC100.00FC

100.000.00

Edenred Incentives & Motivation
LimitedUnited Kingdom

FC100.00FC

100.000.00

Prepay Technologies Ltd(Edenred Paytech)

United Kingdom

FC100.00

FC

71.71

28.29

Edenred Corporate Payment UK

United Kingdom

FC100.00FC

100.000.00

The Right Fuel Card Group

United Kingdom

FC100.00FC

100.00

0.00

Diesel 24

United Kingdom

FC100.00FC

100.000.00

JayTeeEnergy

United Kingdom

FC100.00FC

100.000.00

Be Fuelcards

United Kingdom

FC100.00FC

100.000.00

ChildCare Vouchers

United Kingdom

FC100.00FC

100.000.00

Globalvcard Paysystems UK

United Kingdom

FC100.00FC

100.000.00

Stoke Talent

United Kingdom

NC

0.43

NC

0.43

0.00

ERG HoldCo Limited

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

ERG MidCo 1 Limited

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

ERG MidCo 2 Limited

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

ERG BidCo Limited

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

RG Engagement Group 2 Limited

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

Engagement Group Limited UK

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

RG Engagement Group 3 Limited UK

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

RG Engagement Group 4 Limited UK

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

RG Engagement Group 5 Limited UK

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

International Benefits Holding
LimitedUnited Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

Asperity Employee Benefits Group

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

Reward Gateway (UK) Limited

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

Xexec Limited

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

Staff Treats Limited

United Kingdom

New in scopeFC

100.00

N/A

N/A

N/A

5Mins

United Kingdom

NC

5.30

N/A

N/A

N/A

Slovakia

FC

100.00FC

100.000.00

Edenred Slovakia s.r.o
UTA Slovakia s.r.oSlovakia (UTA sub-group)FC

100.00FC

100.000.00

Ticket Service s r o

Slovakia

FC

100.00FC

100.000.00

UTA mobility SI, storitve d.o.o.

SloveniaFC

100.00

N/A

N/A

N/A

New in scope

Edenred Sweden AB

SwedenFC

100.00FC

100.000.00

Delicard Group AB

SwedenFC

100.00FC

100.000.00

UTA Tank AG

Switzerland (UTA sub-group)FC

100.00FC

100.000.00

Avrios International

Switzerland

NC

0.00

NC

7.38

-7.38

FC

100.00FC

100.000.00

Timex Card Ukraine

Ukraine (UTA sub-group)

LATIN AMERICA

132

Edenred Argentina

Argentina

FC

100.00FC

100.000.00

Soporte Servicios*Argentina

FC

100.00FC

100.000.00

Integ SA

Argentina

FC

75.00

N/A

N/A

N/A

Ticket Serviços Brésil

Brazil

FC

89.00

FC

89.00

0.00

Ticketseg – Corretora de seguros S.A.

Brazil

NC

0.00

FC

100.00-100.00

Edenred Brasil Participações*BrazilFC

100.00FC

100.000.00

2023 Universal Registration Document — Edenred

New in scopeFinancial statements
Consolidated financial statements

2023

2022

Country

MethodInterest
held (%)

MethodInterest
held (%)

Change(%)

Accentiv’ Serviços Tecnologica Da
informaçao S/A

Brazil

FC

65.00

FC

65.00

0.00

Ticket Soluções HDFGT S.A.

Brazil

FC

65.00

FC

65.00

0.00

Edenred Brasil Holding
Financeira SA*

BrazilFC

100.00FC

100.000.00

Ticket Soluções Holding
Financeira SA*

Brazil

FC

65.00

FC

65.00

0.00

B2B Comercio Electronico de Paces

Brazil

FC

65.00

FC

50.00

15.00
0.00

Company

Repom SA

Brazil

FC

65.00

FC

65.00

Topazio Cartoes

Brazil

FC

50.00

FC

50.00

0.00

Ticket Freto

Brazil

EQ

46.96

EQ

46.96

0.00
0.00

Levo Log

Brazil

EQ

46.96

EQ

46.96

Edenred Serviços Empresariais

BrazilFC

100.00FC

100.000.00

Good Card

Brazil

EQ

35.00

EQ

35.00

0.00

Sysdata Tecnologia e Participacoes
LTDA

Brazil

FC

65.00

FC

65.00

0.00

Greenpass Tecnologia em
Pagamentos SA

Brazil

FC

33.15

FC

33.15

0.00

Integro Marketing Brasil Ltda

BrazilNew in scope

FC

75.00

N/A

N/A

N/A

Conecttec

BrazilNew in scope

EQ

10.00

N/A

N/A

N/A

FC

74.35

FC

74.35

0.00

FC

75.00

N/A

N/A

N/A

Edenred Chile

Chile

Integro chile S.A.

Chile

New in scope

Servicios Empresariales deColombia S.A.

Colombia

FC

100.00FC

100.00

0.00

Big Pass S.A.

Colombia

FC

100.00FC

100.000.00

Integro Colombia S.A.S.

Colombia

FC

75.00

N/A

N/A

N/A

Nectar Holdings

Costa Rica

Nectar Tech International SA

Costa Rica

New in scope
New in scope

NC

0.00

EQ

30.00

-30.00

FC

91.00

N/A

N/A

N/A

Servicios Y Soluciones Empresariales
Ticket Edenred S.A. de C.V.

MexicoFC

100.00FC

100.000.00

Operadora de Programas de Abasto
Multiple SA de CV

MexicoFC

100.00FC

100.000.00

Edenred Mexico

MexicoFC

100.00FC

100.000.00

Sinergel S.A. de C.V.

Mexico

NC

0.00

FC

100.00-100.00

Vales y Monederos Electronicos
Puntoclave

MexicoFC

100.00FC

100.000.00

Merchant Services de Mexico S.A. de
C.V.

MexicoFC

100.00FC

100.000.00
0.00

Servicios Edenred

MexicoFC

100.00FC

100.00Fintech Mexico

MexicoFC

100.00FC

100.000.00

Nectar Technologies Mexico

Mexico

FC

91.00

FC

75.00

16.00

GOintegro Mexico SA de CV

Mexico

FC

75.00

N/A

N/A

N/A

Nectar Technology

New in scope

Nicaragua

NC

0.00

FC

75.00

-75.00

Edenred Peru

Peru

FC

67.00

FC

67.00

0.00

Efectibono

Peru

FC

67.00

FC

67.00

0.00

Integro Peru

Peru

New in scope

FC

75.00

N/A

N/A

N/A

Westwell Group*

UruguayFC

100.00FC

100.000.00

Luncheon Tickets

UruguayFC

100.00FC

100.000.00

Promote S.A.

UruguayFC

100.00FC

100.000.00

Ajiner Investment SA

Uruguay

FC

75.00

N/A

N/A

N/A

New in scope

3

Edenred — 2023 Universal Registration Document

133

3

Financial statements
Consolidated financial statements

2023
Company

2022
Interest
held (%)

Change
(%)

FC

57.00

0.00

FC

100.00

0.00

Interest
held (%)

Method

FC

57.00

FC

100.00Country

MethodCestaticket Services C.A.

Venezuela

Inversiones Quattro Venezuela

Venezuela

Inversiones Cinq Venezuela

Venezuela

FC

100.00FC

100.000.00

Inversiones Huit Venezuela

Venezuela

FC

100.00FC

100.000.00

Inversiones Neuf Venezuela

Venezuela

FC

100.00FC

100.000.00

Inversiones Dix Venezuela

Venezuela

FC

100.00FC

100.000.00

Inversiones Onze 2040

Venezuela

FC

100.00FC

100.000.00

Inversiones Douze Venezuela

Venezuela

FC

100.00FC

100.000.00

Inversiones Seize 30

Venezuela

FC

100.00FC

100.00

0.00

REST OF THE WORLD
Reward Gateway Pty Limited

Australia New in scopeFC

100.00

N/A

N/A

N/A

Globalvcard Canada

CanadaFC

100.00FC

100.000.00

Beijing Surfgold Technology Ltd

China

FC

100.00FC

100.000.00

Accentiv' Shanghai Company

China

FC

100.00FC

100.000.00

Smart Fleet MaintenanceTechnology

134

China

EQ

49.00

EQ

49.00

0.00

C3 Card International Limited

United Arab Emirates

FC

100.00FC

100.000.00

C3 Edenred LLC

United Arab Emirates

FC

49.00

FC

49.00

0.00

Edenred North America Inc

United StatesFC

100.00FC

100.000.00

Edenred Commuter Benefits
Solution

United StatesFC

100.00FC

100.000.00

Global Rewards North America

United StatesFC

100.00FC

100.000.00

Edenred F&M Americas Holding

United StatesFC

100.00FC

100.000.00

CSI Entreprises Inc

United StatesFC

100.00FC

100.000.00

Globalvcard LLC

United StatesFC

100.00FC

100.00

0.00

Beamery Inc

United States

NC

5.74

NC

5.74

0.00

Beekeeper Holding Inc

United States

NC

3.98

NC

3.98

0.00

Dexx Technologies Inc

United States

NC

5.75

NC

5.75

0.00

Image Processing Systems.Inc

United StatesFC

100.00FC

100.000.00

Go connect USA LLC

United States New in scope

FC

75.00

N/A

N/A

N/A

Reward Gateway (US) Inc.

United States New in scopeFC

100.00

N/A

N/A

N/A

Matchup, LLC

United States New in scopeFC

100.00

N/A

N/A

N/A

Achieve Brand Integrity, LLC

United States New in scopeFC

100.00

N/A

N/A

N/A

Brand Integrity Solution, LLC

United States New in scopeFC

100.00

N/A

N/A

N/A

Xexec Inc

United States New in scopeFC

100.00

N/A

N/A

N/A

Edenred India PVT Ltd

India

FC

100.00FC

100.000.00

SRI Ganesh Hospitality Services
Private Ltd*

India

FC

100.00FC

100.000.00

Accentiv (India) Private Limited

India

FC

100.00FC

100.000.00

Edenred Japan

Japan

FC

100.00FC

100.000.00

Edenred Maroc SAS

Morocco

NC

0.00

FC

83.67

-83.67

Edenred Singapore PTE Ltd

SingaporeFC

100.00FC

100.000.00

Edenred Fleet & Mobility
Singapore*

SingaporeFC

100.00FC

100.000.00

Global Rewards Singapore
PTE Ltd

Singapore

NC

0.00

FC

100.00-100.00

Smart Fleet Management
Technology

Singapore

EQ

49.00

EQ

49.00

0.00

Edenred PTE Ltd. Taiwan Branch

TaiwanFC

100.00FC

100.000.00

TR Tunisie

Tunisia

NC

99.97

NC

99.97

0.00

2023 Universal Registration Document — Edenred

Financial statements
Consolidated financial statements

2023

2022

Country

MethodInterest
held (%)

MethodInterest
held (%)

Change(%)

Edenred Kurumsal Cozumler

TurkeyFC

100.00FC

100.000.00

Accentiv Hediye Ve Danismanlik
Hizmetleri

Turkey

NC

0.00

FC

100.00-100.00

Edenred Ödeme Hizmetleri

Turkey

NC

0.00

FC

100.00-100.00

ThailandFC

100.00FC

100.000.00

Company

Edenred Thailand Ltd

3

HOLDING & OTHER
ASM*FranceFC

100.00FC

100.000.00

Gaméo*

FranceFC

100.00FC

100.000.00

Landray*

FranceFC

100.00FC

100.00

0.00

Saminvest*

FranceFC

100.00FC

100.00

0.00

GABC*

FranceFC

100.00FC

100.000.00

Veninvest Quattro*

FranceFC

100.00FC

100.000.00

Veninvest Cinq*

FranceFC

100.00FC

100.000.00

Veninvest Huit*FranceFC

100.00FC

100.000.00

Veninvest Neuf*FranceFC

100.00FC

100.000.00

Veninvest Onze*

FranceFC

100.00FC

100.000.00

Veninvest Douze*

FranceFC

100.00FC

100.000.00

Veninvest Quatorze*

FranceFC

100.00FC

100.000.00

Veninvest Quinze*

FranceFC

100.00FC

100.000.00

Veninvest Seize*FranceFC

100.00FC

100.000.00

FC: Full consolidation method
EQ: Equity method
NC: Non-consolidated*
Holding company

NOTE 13 Subsequent events
Investigation opened against Edenred Italia S.r.l.
An investigation has been opened against Edenred Italia S.r.l. and certain of its directors and officers, relating to a public tender launchedin 2019.
Edenred is at the disposal of the Italian judicial authorities to provide all necessary explanations.
Edenred cannot comment while the judicial investigation is underway, but is confident of the outcome.

Acquisition of Spirii
Edenred signed in February 2024 an agreement to acquire a majority stake in Spirii, a fast-growing Denmark-based global SaaS platform
offering a broad range of electric vehicle charging solutions in Europe. Through proprietary technology and a strong partner network,
Spirii covers the whole electric vehicle charging value chain by offering a cutting-edge electric vehicle charging management platform
and an intuitive end-user charging and roaming app in addition to turnkey charging solutions.

Acquisition of RB
Edenred signed in February 2024 an agreement to acquire 100% of RB, a best-in-class platform in employee transport benefits in Brazil.
In addition to issuing transport cards, RB distributes third‑party meal & food benefits.

Edenred — 2023 Universal Registration Document

135

3

Financial statements
Statutory Auditors’ report on the financial statements

3.3

Statutory Auditors’ report on the financial statements

Year ended December 31, 2023
This is a translation into English of the statutory auditors’ report on the financial statements of the Company issued in French and it 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 theappointment of the statutory auditors or the verification of the management report and other documents provided to the shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Annual General Meeting of Edenred,OpinionIn compliance with the engagement entrusted to us by yourannual general meetings, we have audited the accompanying
financial statements of Edenred for the year ended
December 31, 2023.
In our opinion, the financial statements give a true and fair viewof the assets and liabilities and of the financial position of theCompany as at December 31, 2023 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 reportto the Audit and Risks Committee.

Basis for Opinion
Audit Framework

Independence

We conducted our audit in accordance with professional
standards applicable in France. We believe that the audit
evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.

We conducted our audit engagement in compliance with theindependence requirements of the French Commercial Code
(Code de commerce) and the French Code of Ethics for Statutory
Auditors (Code de déontologie de la profession de commissaire aux
comptes) for the period from January 1, 2023 to the date of ourreport, and specifically we did not provide any prohibited
non‑audit services referred to in Article 5(1) of Regulation (EU)No. 537/2014.

Our responsibilities under those standards are further describedin the Statutory Auditors’ Responsibilities for the Audit of the
Financial Statements section of our report.

Justification of Assessments ‑ Key Audit Matters
In accordance with the requirements of Articles L. 823‑9 andR. 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 financial statements of the current period, as
well as how we addressed those risks.

136

2023 Universal Registration Document — Edenred

These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on specificitems of the financial statements.

Financial statements
Statutory Auditors’ report on the financial statements

3

ASSESSMENT OF EQUITY INVESTMENTS AND RELATED RECEIVABLES(Notes 1.2 "Financial Assets", 2 "Statement of Fixed Assets as of December 31, 2023", 5 "Receivables related to equity investments as ofDecember 31, 2023", 6 "Details of movements in equity investments", and 7 "Statement of provisions and asset impairments" to the financial
statements)
Identified risk(1)Our response

As of December 31, 2023, equity investments (including any
goodwill from mergers and receivables related to equity
investments) are recorded on the balance sheet at a net carrying
amount of € 7,015 million, i.e. 78% of the total asset value.

To assess the estimation of the value of equity investments andrelated receivables with significant value or specific risk of
impairment, our work primarily involved:• understanding the principles and methods used to determine
values in use (share of equity, EBITDA multiples, discounted
future cash flows);• reconciling the retained equity with the source data by entity;• reviewing the selected EBITDA multiples and comparing themto available market data;• analyzing, with the involvement of our valuation experts in theaudit team, the long-term growth rates and discount rates usedfor valuations based on future cash flows, considering themacroeconomic data available at the closing date;• examining, through discussions with Management, the key data
and assumptions on which are based the operational estimates
underlying the cash flow used in valuation models, particularly
by comparing estimates and projections from previous periods
with actual results.
We also evaluated the appropriateness of the notes to thefinancial statements.

Your company conducts an evaluation of the current value of its
equity investments at each annual closing, which corresponds tothe higher between market value and value in use. Any
impairment reduces the acquisition or contribution cost of theseassets to their current value if it is lower than their net carrying
amount.
As stated in Note 1.2 to the financial statements:• Market value represents the amount that could be obtained
from the sale of the asset at the closing date under normal
market conditions.
• Value in use is based on Management judgment and the use ofassumptions. It is determined through a multi-criteria analysis,taking into account factors such as the subsidiary's share ofequity, or other criteria such as the economic conditions in therelevant countries, the application of multiples of Earnings
Before Interest, Taxes, Depreciation, and Amortization(EBITDA), or the current and forecasted profitability of thesubsidiary through an enterprise value derived from cash flow
projections, long-term growth rates, and discount rates. The
enterprise values determined are reduced by the net debt of
the relevant subsidiary.
Due to the sensitivity of value in use to changes in the above
assumptions and the reliance on Management judgment, weconsidered the accurate assessment of equity investments andrelated receivables to be a key audit matter.

Specific Verifications
We have also performed, in accordance with professional
standards applicable in France, the specific verifications requiredby laws and regulations.

Information given in the management reportand in the other documents with respect tothe financial position and the financial
statements provided to the shareholders
We have no matters to report as to the fair presentation and theconsistency with the financial statements of the information
given in Board of Directors’ management report and in the otherdocuments with respect to the financial position and thefinancial 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).

Report on Corporate Governance
We attest that the Board of Directors’ Report on Corporate
Governance sets out the information required by Articles
L. 225‑37‑4, L. 22‑10‑10 and L. 22‑10‑9 of the French Commercial
Code (Code de commerce).
Concerning the information given in accordance with therequirements of Article L. 2210‑9‑ of the French Commercial
Code (Code de commerce) relating to the remuneration andbenefits received by, or allocated to the directors and any othercommitments made in their favor, 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 yourCompany from companies controlled thereby, included in the
consolidation scope. Based on these procedures, we attest theaccuracy and fair presentation of this information.

Other information
In accordance with French law, we have verified that the required
information concerning the purchase of investments andcontrolling interests and the identity of the shareholders andholders of voting rights has been properly disclosed in the
management report.

(1) Other possible wording: Key audit matter.

Edenred — 2023 Universal Registration Document

137

3

Financial statements
Statutory Auditors’ report on the financial statements

Report on Other Legal and Regulatory Requirements
Format of preparation of the financial
statements intended to be included(1) in theannual 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 andconsolidated financial statements prepared in the European
single electronic format, that the preparation of the financial
statements intended to be included(2) in the annual financial
report mentioned in Article L. 451‑1‑2, I of the French Monetaryand Financial Code (Code monétaire et financier), prepared under
the Chairman and CEO’s responsibility, complies with the single
electronic format defined in Commission Delegated Regulation(EU) No. 2019/815 of 17 December 2018.

We have no responsibility to verify that the financial statementsthat 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 ourwork.

Appointment of the Statutory Auditors
We were appointed as statutory auditors of Edenred by theannual general meeting held on May 4, 2016 for DELOITTE &ASSOCIÉS and May 4, 2016 for ERNST & YOUNG Audit.
As at December 31, 2023, we were in the fourteenth year andeighth year of total uninterrupted engagement.

On the basis of our work, we conclude that the preparation of
the financial statements intended to be included in the annual
financial report complies, in all material respects, with theEuropean single electronic format.

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
French accounting principles and for such internal control as
Management determines is necessary to enable the preparationof 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
to liquidate the Company or to cease operations.
The Audit and Risks Committee is responsible for monitoring thefinancial 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 financial statements were approved by the Board of Directors.

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 a guarantee that an audit conducted in accordancewith 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 theaggregate, they could reasonably be expected to influence theeconomic decisions of users made on the basis of these financial
statements.
As specified in Article L. 821-55‑1 of the French Commercial Code
(Code de commerce), our statutory audit does not include
assurance on the viability of the Company or the quality ofmanagement of the affairs of the Company.

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 financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to thoserisks, and obtains audit evidence considered to be sufficientand appropriate to provide a basis for his opinion. The risk of
not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,or the override of internal control.

(1) The phrase "intended to be included" may be replaced by "included" if the following conditions are met:
- the date of the Statutory Auditor's report is the same as the date of the statement by the persons responsible for the Annual Financial Report; and- the Statutory Auditor has been able to verify that the financial statements on which he carried out his due diligence are the same financial statements
included in the Annual Financial Report.
If this is the case, the sentence "We have no responsibility to verify that the financial statements that will ultimately be included by your company in the annual
financial report filed with the AMF agree with those on which we have performed our work." must be removed.
(2) See previous footnote: "intended to be included" or "included".

138

2023 Universal Registration Document — Edenred

Financial statements
Statutory Auditors’ report on the financial statements• 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 thegoing 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. This3

assessment is based on the audit evidence obtained up to thedate of his audit report. However, future events or conditions
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 financial
statements or, if such disclosures are not provided orinadequate, to modify the opinion 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
fair presentation.

Report to the Audit and Risks Committee
We submit to the Audit and Risks Committee a report which
includes in particular a description of the scope of the audit andthe audit program implemented, as well as the results of ouraudit. 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 and Risks Committee includes the risks ofmaterial misstatement that, in our professional judgment, wereof most significance in the audit of the financial statements ofthe current period and which are therefore the key audit mattersthat we are required to describe in this report.

We also provide the Audit and Risks Committee with thedeclaration provided for in Article 6 of Regulation (EU) No. 537/
2014, confirming our independence within the meaning of therules applicable in France as set out in particular in Articles
L. 821-27 to L. 821-34 of the French Commercial Code (Code decommerce) and in the French Code of Ethics for Statutory
Auditors (Code de déontologie de la profession de commissaire aux
comptes). Where appropriate, we discuss with the Audit and Risks
Committee the risks that may reasonably be thought to bear on
our independence, and the related safeguards.

Paris-La Défense, March 18, 2024
The Statutory Auditors
French original signed by
DELOITTE & ASSOCIESERNST & YOUNG Audit

Guillaume Crunelle

Pierre Jouanne

Edenred — 2023 Universal Registration Document

139

3

Financial statements
Parent company financial statements and notes

3.4

Parent company financial statements and notes

3.4.1

Balance Sheet at December 31, 2023

ASSETS(in € millions)

Notes

December 2023

December 2022

Licenses, trademarks and rights of use

(2-3)

0

0

Other intangible assets(2-3)

FIXED ASSETS
Intangible assets

Total intangible assets

48

32

48

32

Property and equipment
Machinery and equipment

-

-

2

2

Assets under construction

00

Total property and equipment

2

2

Other property and equipment(2-3)

Investments
Shares in subsidiaries and affiliates(2-6-7-17-25)

5,665

4,557

Loans and advances to subsidiaries and affiliates(2-5-7-16-17)

1,286

1,045

Other investments

63

63

Total investments

(2)

7,015

5,665

Total fixed assets

7,064

5,700

CURRENT ASSETSInventories--

Prepayments to suppliers

2

1

Receivables
Trade receivables(4-7-16-17)

49

30

Other receivables(4-7-16)

1,097

835

(8)

623

1,107

Cash and cash equivalents
Marketable securities
Cash
Total current assets

109

467

1,879

2,440

ACCRUALS AND OTHER ASSETS
Prepaid expenses(9-16)

10

3

Deferred charges

(9)

14

16

Bond redemption premiums

(9)

10

5

Conversion differences(10)

Total accruals and other assets
TOTAL ASSETS

1402023 Universal Registration Document — Edenred

12

8

46

32

8,989

8,172

Financial statements
Parent company financial statements and notes

3

LIABILITIES AND SHAREHOLDERS’ EQUITY(in € millions)

Notes

December 2023

December 2022

SHAREHOLDERS’ EQUITY
Share capital
Additional paid-in capital
Legal reserve

499

499

1,036

1,045

50

50

Untaxed reserves-

Other reserves-

Retained earnings

476

351

Net profit for the year

309

375

(13)

2,371

2,320

Provisions for contingencies

(7)

10

11

Provisions for charges(7)

Untaxed provisions
Total shareholders’ equity-

PROVISIONS

Total provisions

29

23

39

33

4,221

3,036

LIABILITIES
Bonds

(15)

Bank borrowings

(15)

134

135

Other borrowings(15-17)

2,092

2,541

(15)

75

50

Accrued taxes and payroll costs

(15)

31

25

Due to suppliers of fixed assets

(15)

0

0

Other liabilities

(15)

5

6

Total liabilities

(15)

6,558

5,793

Trade payables

ACCRUALS AND OTHER LIABILITIESDeferred income

(15)

9

18

Conversion differences

(10)

12

9

Total accruals and other liabilities
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

21

26

8,989

8,172

Edenred — 2023 Universal Registration Document

141

3

Financial statements
Parent company financial statements and notes

3.4.2

Income Statement for the year ended December 31, 2023

(in € millions)

Notes

December 2023

December 2022

162

138

OPERATING INCOME
Sales of goods and services

162

138

Own work capitalized

Net revenue

(18)

25

18

Reversals of depreciation, amortization and provisions
and expense transfers

24

21

Other income

82

57

Total operating income

293

233

(0)

(0)

217

151

OPERATING EXPENSES
Purchases of goods for resale
Purchases of raw materials and supplies
Other purchases and external charges
Taxes other than on income

5

4

Wages and salaries

42

34

Payroll taxes

37

30

10

7

Depreciation, amortization and provision expense
Depreciation and amortization of fixed assets(3)

Additions to provisions for impairment of fixed assets(7)

Additions to provisions for impairment of current assets

(7)

0

1

Additions to provisions for contingencies and charges

(7)

23

17

Other expenses

(7)

7

6

Total operating expenses

342

252

Net operating loss

(49)

(19)

-

-

-

-

330

JOINT VENTURES
Share of profits from non-managed joint ventures andtransferred losses of managed joint ventures
Share of losses of non-managed joint ventures and transferredprofits from managed joint ventures
FINANCIAL INCOME(20)

Income from investments in subsidiaries and affiliates

(17)

455

(17-20)

Income from investment securities and long-term loans
Other interest income

81

23

Financial provision reversals and expense transfers

39

105

Foreign exchange gains

10

8

(20)

585

465

5

34

(17-20)

218

52

7

12

(20)

230

97

Net financial income

355

368

Recurring profit before tax

305

350

13

17

Total financial income
FINANCIAL EXPENSES
Additions to financial amortization and provisions
Interest expense
Foreign exchange losses
Total financial expenses

NON-RECURRING INCOME
Non-recurring income on revenue transactions
Non-recurring income on capital transactions

142-

Non-recurring provision reversals and expense transfers

8

11

Total non-recurring income

21

282023 Universal Registration Document — Edenred

Financial statements
Parent company financial statements and notes(in € millions)

Notes

December 2023

December 2022

Non-recurring expenses on revenue transactions

4(0)

Non-recurring expenses on capital transactions

41

18

46

18

(25)

11

3

NON-RECURRING EXPENSES

Non-recurring additions to depreciation, amortization andprovisions
Total non-recurring expenses
Net non-recurring income (loss)(21)

Income tax

(22)

28

15

TOTAL INCOME

927

742

TOTAL EXPENSES

618

366

Net profit

309

375

The financial statements are presented in euro millions.
The notes below relate to the balance sheet as of December 31,
2023, which shows total assets of €8,989 million, and to the 2023
income statement, which shows a net profit for the year of€309 million before appropriation of profit for the year.
The financial statements cover the 12-month period fromJanuary 1 to December 31, 2023.
Edenred SE’s individual financial statements are included in the
consolidated financial statements of the Edenred group.
Edenred SE is the consolidating entity for the Edenred group.
The preparation of financial statements requires the use of
estimates and assumptions that can affect the carrying amountof certain assets and liabilities, income and expenses, and theinformation disclosed in the notes to the financial statements.
Management reviews these estimates and assumptions on aregular basis to ensure that they are appropriate based on pastexperience and the current economic situation. Items in futurefinancial statements may differ from current estimates as aresult of changes in these assumptions.
The main estimates and judgments used by management in the
preparation of these financial statements relate to the valuation
and useful lives of intangible assets and investments, as well as
the amount of provisions for claims, litigation and contingencies
and the assumptions underlying the calculation of pension
obligations.
The main assumptions applied by the Company are presented
in the relevant notes to the financial statements.

Significant events
Payment of the dividend

Financing transaction

At the Combined General Meeting on May 11, 2023, Edenred
shareholders approved a dividend of €1.00 per share in respectof 2022.

In 2023, as part of the acquisition of Reward Gateway, theCompany subscribed to two bond issues for a total amount of€1,200 million.

The total dividend amounted to €249 million and was paid toGroup shareholders on June 9, 2023.

Subsequent events
None.

Edenred — 2023 Universal Registration Document

143

3

Financial statements
Parent company financial statements and notes

3.4.3

NOTE 1

Summary of accounting policies

145

NOTE 2

Fixed assets at December 31, 2023

147

NOTE 3

Amortization and depreciationin 2023

147

NOTE 4

Receivables at December 31, 2023

148

NOTE 5Loans and advances to subsidiaries
and affiliates at
December 31, 2023

NOTE 6

144

Notes to the financial statements

Change in investments in
subsidiaries and affiliates
at December 31, 2023

148

149

NOTE 14Stock option and performance
share plans

155

NOTE 15

Maturities of debt and payables
at December 31, 2023

156

NOTE 16

Maturities of receivables
at December 31, 2023

157

NOTE 17

Related-party transactions

157

NOTE 18

Breakdown of net revenue

158

NOTE 19

Management compensation andemployee information

158

NOTE 20

Net financial income

159

NOTE 7

Provisions and asset impairments
at December 31, 2023

151

NOTE 21

Non-recurring items

159

NOTE 8Marketable securities portfolio

152

NOTE 22

Income tax and consolidation

160

NOTE 9Accruals and other assets
at December 31, 2023

153

NOTE 23

Off-balance sheet commitments
given and received

160

NOTE 10

Conversion differences

153

NOTE 24

Hedging instruments

161

NOTE 11

Accrued income

153

NOTE 25

Main subsidiaries and affiliates at
December 31, 2023

162

NOTE 12

Accrued expenses

154

NOTE 26

Five-year financial summary

169

NOTE 13

Changes in shareholders’ equity

154

2023 Universal Registration Document — Edenred

Financial statements
Parent company financial statements and notes

NOTE 1

3

Summary of accounting policies

The financial statements have been prepared in accordance with the laws and regulations of France and with Regulation No. 2014-03
of French accounting standards setter ANC and all subsequent amendments. The presentation of the balance sheet and income
statement has been adapted to the Company’s business as a holding company. There have been no changes in the accounting methods
used for the periods presented compared with the previous year.
The main accounting policies used are as follows:

1.1

Intangible assets, property and equipment

Intangible assets, property and equipment are stated at cost(including incidental expenses) or contributed value.
They are amortized or depreciated on a straight-line basis overtheir estimated useful lives, as follows:• software is amortized over two to five years;

1.2• licenses are amortized over three to five years;• office and computer equipment are depreciated over three toten years.
Software development costs are recognized as intangible assets
in accordance with the recommended method (PCG,
article 361‑1). They are amortized over their period of use,
ranging from five to ten years, depending on the number ofGroup units that use the application.

Investments

Shares in subsidiaries and affiliates are stated at cost or
contributed value. Transaction costs on these assets arerecorded in the income statement.

or the investee’s current and forecast profitability using enterprisevalue obtained by projecting future cash flows, the long-term
growth rate and the discount rate, less net debt for the investee.

At each year-end, the Company determines whether there are
any indications that the investments are impaired. The mainindications are:• below-forecast performances;

Where appropriate, an impairment loss is recorded for the sharesand then for receivables linked to investments, loans andadvances to the investee and, when necessary, a provision forcontingencies is also recorded to cover the Company’s share of
the investee’s negative net worth.

• a steep fall in revenue and profit.
If there is any indication of a loss of value, the asset is impaired inorder to align its acquisition cost or its contributed value withthe actual value. The actual value is the highest value between
market value and value in use.
The market value corresponds to the amount that could beobtained for the sale of the asset at the closing date in normal
market conditions.
Value in use is determined by analyzing multiple criteria, taking
into account in particular the Company’s share of the investee’s
net assets or other assessment criteria, such as the economic
environment in the country, the application of EBITDA multiples,

1.3

Impairment losses may be reversed in subsequent periods if
the investee’s financial position improves. The carrying amountof the investee’s share should be limited to its acquisition costor contributed value.
In the event of a partial sale of a portfolio of securities carrying
the same rights, the acquisition cost of the retained securities is
estimated by the weighted average cost method or by the FIFO
method, which presumes that the retained securities wereacquired after those that were sold.
Technical losses on mergers are recognized in the balance sheet
under “Other investments” and receive the same treatment forvaluation and amortization described above.

Receivables

Receivables are stated at their nominal value. They are impaired when it is likely that their carrying amount will not be recovered in full.

1.4

Marketable securities

Marketable securities are recognized at their acquisition cost.
When there is an indication of loss of value, impairment isrecorded as necessary based on the market value at the end of
the period.

1.5

Cash comprises immediately available liquid assets. It ismeasured at nominal value. Cash and bank overdrafts
denominated in foreign currencies are translated at the closing
exchange rate.

Revenue

Revenue notably corresponds to fees invoiced to subsidiaries under the Master Services Agreement. Other revenues correspond to fees
re-invoiced to subsidiaries for the secondment of staff, IT services and loan guarantees.

1.6

Other income

Other income corresponds to brand license fees invoiced to subsidiaries.

Edenred — 2023 Universal Registration Document

145

3

Financial statements
Parent company financial statements and notes

1.7

Provisions for retirement

Managers and employees are paid a length-of-service award on
retirement and various long-service awards during their careerwith the Company.
A provision is recorded for the Company’s liability for theseawards, based on the vested rights of managers and employees
at the balance sheet date.

1.8

Actuarial gains and losses on retirement benefit obligations arerecognized directly in the income statement.

Debt

Debt issuance costs are initially recognized in deferred charges
and are amortized over the lifespan of the debt using theeffective interest method. Bond redemption premiums are alsoamortized over the lifespan of the debt.

1.9

The provision is determined using the projected unit credit
method and includes payroll taxes.

If all or part of the debt is repaid early, the issue costs andpremiums are amortized on an accelerated basis.

Foreign currency transactions

Income and expenses in foreign currencies are converted into
euros at the prevailing exchange rate on the transaction date.
Foreign currency receivables, payables and cash balances areconverted at the year-end rate.

Conversion differences are recognized in assets or liabilities.
A provision is recorded for unrealized conversion losses that are
not hedged.

1.10 Currency risks
Currency risks that arise when converting euro cash reserves into
foreign currencies, in order to meet part of the financing needsof foreign subsidiaries, are hedged by swaps with the same

1.11

maturities as the loans to subsidiaries. Unrealized exchange gains
and losses are recorded in the balance sheet under “Conversion
differences”.

Performance share plans

Since 2013, Edenred SE has been buying back on the market the number of shares to be allocated to employees who are French tax
residents under each share grant plan. A provision was recorded for the cost of new plans in 2023.

1.12

Non-recurring income and expenses

This item corresponds mainly to:• restructuring costs, i.e., costs arising on restructuring
operations initiated by the Company;• gains and losses on disposals of fixed assets, andnon‑operating provisions, gains and losses.
Non-recurring items are not directly related to the Company’s
ordinary operations.

1.13 Corporate income tax
Edenred SE pays taxes under the Group relief system introducedin the French Act of December 31, 1987. Under certain
circumstances, it allows the tax losses of tax group members
to be set off against the taxable profits of other members.
The applicable tax rules are set out in Articles 223 A et seq. of
the French General Tax Code (Code général des impôts).

Under this system, each tax group member records the tax that
it would have paid if it had been taxed on a stand-alone basis.
The benefit or expense arising from applying the Group relief
system is recorded in full in the accounts of Edenred SE.

1.14 Forward financial instruments and hedging operations

146

Edenred SE uses derivatives and other financial instruments tomanage its exposure to the risks of fluctuating interest rates,
foreign exchange rates and commodity prices.

instruments used for hedging and managing foreign exchange,interest rate and commodity risks are recognized in the income
statement symmetrically with the effects of the hedged item.

In accordance with France’s chart of accounts (Plan comptable
général – PCG) (articles 628-6 to 628-17, as amended), hedge
accounting is applied whenever a hedging relationship ismanaged and documented. The effects of the financial

Unqualified hedging instruments are recognized as an isolated
open position in accordance with French generally accepted
accounting principles (GAAP), as set out in France’s chart ofaccounts (PCG articles 628-18 and 932-1).

2023 Universal Registration Document — Edenred

Financial statements
Parent company financial statements and notes

NOTE 2

3

Fixed assets at December 31, 2023
Acquisitions andCost atinter-item
Dec. 31, 2022
transfers

Items(in € millions)

Disposals,
retirements
and inter-itemtransfers

Other

Cost atDec. 31, 2023

INTANGIBLE ASSETS
Trademarks and rights of use--

Licenses, purchased software

21

0

Other intangible assets(1)58

23Intangible assets in process(1)

16

12

(9)

Total intangible assets

94

34

(9)

21
80
18
-

119

PROPERTY AND EQUIPMENT
Machinery and equipment-

Other property and equipment

9

0

9

Assets under construction0

Prepayments

0

Total property and equipment

9

0

-

Shares in subsidiaries and affiliates(2)

4,824

1,107

(32)

Loans and advances to subsidiaries
and affiliates(3)

1,050

241

31

3

-

1

1

Other investments(5)

35

0

35

Total investments

5,940

1,352

(34)

-

7,258

TOTAL FIXED ASSETS

6,043

1,387

(43)

-

7,387

0
0
-

10

INVESTMENTS

Other investment securities(4)

Other loans

5,899
1,291

(2)

32

(1)
(2)
(3)
(4)

The €34 million difference in these two items is attributable to the development of Group applications.
See Note 6 for details.
See Note 5 for details.
Primarily related to investments in the following funds: Partech VI, Partech II, Partech III, Partech International Ventures VII, Partech VIII, Partech IV andPartech Africa.
(5) The final balance of this item mainly comprises merger losses for €35 million.

NOTE 3

Amortization and depreciation in 2023

Items
(in € millions)

Cost atDec. 31, 2022

Increase

Decrease

Cost atDec. 31, 2023

INTANGIBLE ASSETS
Trademarks and rights of use--

Licenses, purchased software

20

0

Other intangible assets

29

9

(0)

38

Total amortization

50

9

(0)

59

21

PROPERTY AND EQUIPMENT
Machinery and equipment-

Other property and equipment

7

1

(0)

8

-

Total depreciation

7

1

(0)

8

TOTAL AMORTIZATION AND DEPRECIATION

57

10

(0)

67

Edenred — 2023 Universal Registration Document

147

3

Financial statements
Parent company financial statements and notes

NOTE 4

Receivables at December 31, 2023
Cost atDec. 31, 2023

(in € millions)Prepayments to suppliers2

1

Trade receivables

60

41

Other receivables

1,102

840

Supplier-related receivables

4

2

Recoverable VAT and other taxes

32

15

Current accounts with subsidiaries

1,058

817

Other
TOTAL

NOTE 5

8

7

1,163

883

Loans and advances to subsidiaries and affiliates
at December 31, 2023

(in € millions)

Cost atDec. 31, 2022

Increase

Decrease

Other

Cost atDec. 31, 2023

Edenred Belgium

158

(19)

139

Edenred France

416

(50)

366

Edenred Tankkarten

437

(24)

412

Accentiv Shanghai

5

0

5

CSI

-

23

23

C3 Edenred Prepaid Cards

35

(6)

29

ERG Holdco limited

-

33

33

ERC Bidco limited

-

284

284

1,050

340

TOTAL

148

Cost atDec. 31, 2022

2023 Universal Registration Document — Edenred

(99)

-

1,291

Financial statements
Parent company financial statements and notes

NOTE 6

Change in investments in subsidiaries and affiliates
at December 31, 2023

At December 31, 2022
Company

Numberof shares

Amount(in €m) % interest

Businessacquisitions
and purchasesof newly issued
shares, mergers

Disposals,
retirements
and inter-itemtransfers

Numberof shares

Number Amountof shares(in €m)Amount(in €m)At December 31, 2023
Numberof shares

Provisions
Amount(in €m) % interest (in €m)

Edenred France SAS

29,060,432

642

99.99%

29,060,432

642

99.99%

Veninvest Quattro

216,000

8

100.00%216,000

8

100.00%8Veninvest Cinq

27,0007

100.00%27,0007

100.00%8Veninvest Huit

229,000

7

100.00%229,000

7

100.00%8

Edenred Fleet & Mobility

900,500

9

100.00%900,500

9

100.00%Gameo

125,100

7

100.00%125,100

7

100.00%7

ASM

19,141,709

306

99.99%

19,141,709

306

99.99%-

12,000277

60.00%

12,000277

60.00%

Saminvest
Veninvest Neuf

82,0206

100.00%82,0206

100.00%Veninvest Onze

109,000

6

100.00%109,000

6

100.00%6Veninvest Douze

262,000

11

100.00%262,000

11

100.00%116

Veninvest Quinze

7,500

5

100.00%7,500

5100.00%5Veninvest Seize

186,000

13

100.00%186,000

13

100.00%13

Veninvest Quatorze

454,000

7

100.00%454,000

7

100.00%

7

Lucky Cart SAS

922,385122.18%

1,646,265335.17%

Andjaro810,3942

18.09%

-

0

0.00%

Fretlink

39,4645

5.50%

39,4645

5.50%

Edenred Austria GmbH(Austria)

15,6772

100.00%15,6772

100.00%

Edenred Mayarorszag(Hungary)

89,000,000

23

100.00%

-

0

0.00%

Edenred Italia SRL

3,439,136

689

57.72%

3,439,136

689

57.72%

723,8802(810,394)(89,000,000)

(2)

(23)

Vouchers Services(Greece)

22,97027

51.00%

22,97027

51.00%

Edenred Belgium

3,538,031

893

99.99%

3,538,031

893

99.99%

7

50.00%

101,477,601

750.00%

100.00%

Edenred Portugal SA

101,477,601

EdenredDeutschland GmbH
(Germany)

16,662,810

27

100.00%16,662,810

27

Edenred Espana SA

90,52653

99.99%

90,52653

99.99%

Edenred UK Group Limited

13,393,669

307

100.00%13,393,669

307

100.00%

5-

31

Edenred North America

168,489524

100.00%168,489524

100.00%

Edenred Bulgaria AD(Bulgaria)

14,2051

50.00%

14,2051

50.00%

Westwell Group SA(Uruguay)

1,864,0402100.00%1,864,0402100.00%

Edenred Finland OY

301

69

100.00%301

69

100.00%

Edenred Peru SA (Peru)

1,273,2092

67.00%

1,273,2092

67.00%-

Edenred Panama SA

1,250,000

1100.00%1,250,000

1100.00%

1

Edenred Maroc (Morocco)

66,933

383.00%--

83.00%-

Edenred Luxembourg

1,000

25

100.00%1,000

25

100.00%-

Edenred India PVT LTD(India)23,358,174

1494.90%

23,358,174

1494.90%

14

663,87997

100.00%663,87997

100.00%31

Edenred Slovakia

3(66,933)(3)

Edenred — 2023 Universal Registration Document

149

3

Financial statements
Parent company financial statements and notesAt December 31, 2022
Company
Edenred Singapore
Pte Ltd (Singapore)

Numberof shares
38,592,589

Amount(in €m) % interest
37

100.00%

Disposals,
retirements
and inter-itemtransfers

Numberof shares

Number Amountof shares(in €m)Amount(in €m)At December 31, 2023
Numberof shares
38,592,589

Provisions
Amount(in €m) % interest (in €m)
37

100.00%-

Edenred s.a.l. (Lebanon)

2,599,997

1

80.00%

2,599,997

2

80.00%

2

Surgold India PVT LVD

21,589,860

1199.99%

21,589,860

1099.99%

10

Accentiv’ Shanghai
Company (China)

4,497,979

5

100.00%4,497,979

4

100.00%

4

119,19790

100.00%3

40,0005

159,200

95

100.00%2(40,000)(5)

Edenred Kurumsal (Turkey)
Accentiv Turkey

39,9985100.00%

-

-

0.00%

-

Edenred Colombia SA

4,927,788

498.56%

4,927,788

498.56%

5

Cestaticket Services C.A.
(Venezuela)

3,420,000

16

57.00%

3,420,000

16

57.00%

16

Inversiones Dix
Venezuela SA

3,885,514

21

100.00%3,885,514

21

100.00%21

170,000

16

100.00%-Big Pass (Colombia)

ERG HOLDCO LTD

47,9781,036

170,000

16

100.00%47,9781,036

100.00%

Edenred Brasil
Participaçoes SA (Brazil)

425,08520

8.46%

425,08520

8.46%

Edenred Japan Co Ltd

10,10030

100.00%10,10030

100.00%16

Edenred Polska SP zo.o
(Poland)1,263,398

19

99.99%

1,263,398

19

99.99%-

Integro Worldwide SA
Prepay Technologies Ltd(Edenred Paytech)
Beekeeper Holding

2,292,814

4

Avrios International

35,461

4

7.38%

2,014

3

8.24%

Edenred Sweden AB

99,735112

Edenred Romania SRL

1975.00%

8,338,179

43

8,338,179

43

28.30%

2,292,814

4

4.85%

0.00%

(0)
4

8.24%

100.00%99,735112

100.00%671,212164100.00%164

100.00%13,500163

100.00%Oonetic SAS

709,1261

16.42%

6,473,592

2

Banked Limited

211,983

5 Mins80,607(35,461)
1,214

(4)

1

13,500163

100.00%1,185,587

3

16.42%

13.27%

6,473,592

2

13.27%

4

7.05%

211,983

4

7.05%

1

5.00%

80,6071

5.00%

816,4963

3.54%
11.07%

Dexx Technologies
Benefiz(a)

91,191-

671,212

TOTAL

19

3,228

Edenred CZ(Czech Republic)

Other investments(a)91,191

4.85%

Fuse

Freto

150

Businessacquisitions
and purchasesof newly issued
shares, mergers

476,4612

138,9702

677,5262

318,3832

136,4511

454,834

3

2,688,915

5

180

0

(813,977)(2)

1,875,118

2

403,704,867

4,824

10,136,441(32) 323,928,521

5,901

1,107 (89,912,788)

None of the investments included under this heading represents more than €1 million.

2023 Universal Registration Document — Edenred-234

Financial statements
Parent company financial statements and notes

NOTE 7

3

Provisions and asset impairments
at December 31, 2023
Decreases

Items(in € millions)

At Jan. 1,
2023

Increases

Surplusprovisions

Utilized
provisions

Cost atDec. 31, 2023

UNTAXED PROVISIONS
Depreciation allowances-

Total untaxed provisions-

PROVISIONS FOR CONTINGENCIES
Claims and litigation--

Foreign exchange losses

00Other(1)

11

1

(2)

0

Total provisions for contingencies

11

1

(2)

Pension and other post-retirement benefit
obligations(2)

6

1

Taxes

-

10
-

10

(0)

(0)

PROVISIONS FOR CHARGES
7

Other(3)

17

22

(16)

Total provisions for charges

23

23

(16)

(0)

29

22

TOTAL PROVISIONS

33

24

(18)

(0)

39

IMPAIRMENTIntangible assets
Property and equipment

12

12

-

-

Investments*(4)

274

2

(34)

242

Trade receivables

11

0

(1)

11

Other receivables*

6

Total impairment

303

2

(35)

-

270

TOTAL PROVISIONS AND IMPAIRMENT

336

26

(53)

(0)

309

Income statement impact of movements in provisions(0)

5

Increases

Decreases

Operating income and expenses

23

16

Financial income and expenses

336

Non-recurring income and expenses

-

-

26

53

Movements with no income statement impact
TOTAL
*
(1)
(2)
(3)

Raised in accordance with the methods described in Note 1.2.
Of which €3 million in provisions for financial risk associated with the negative net position of subsidiaries.
Movements in this item correspond to the 2023 obligation for the state pension plan.
The final balance of other provisions for charges mainly comprises €21,957 million in provisions for the buyback of performance shares granted to employees
residing in France for tax purposes.
(4) The final balance of provisions for asset impairment is mainly composed of share impairments. The most significant of these relate to the subsidiaries
Edenred Slovakia (€31 million) and Edenred UK (€31 million). See Note 6 for details.
The most significant movements during the year were as follows:
Reversals of provisions for impairment of shares in subsidiaries and affiliates for €34 million, including €2 million for Edenred Luxembourg, €2.5 million for
Edenred Morocco, €8 million for Edenred Slovakia, €10 million for Edenred Hungary and €11 million for Edenred Singapore.

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Financial statements
Parent company financial statements and notes

PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS AND UNDERLYING ACTUARIAL ASSUMPTIONSAt Dec. 31, 2023
Discount rate

3.15%

Mortality tables

TGH-TGF 05

Rate of future salary increases

3.00%

Retirement age

65

Voluntary or compulsory retirement

Voluntary

PAYROLL TAX RATE

46%

At Dec. 31, 2023
Provisions for pensions and other post-retirement benefit obligations at December 31, 2022

6.0

Service cost

0.1

Interest cost

0.2

Benefit payments for the period(0.1)

Actuarial (gains)/losses

0.8

Plan amendments
PROVISIONS FOR PENSIONS AND OTHER POST-RETIREMENT BENEFIT OBLIGATIONSAT DECEMBER 31, 2023

7.1

Length-of-service awards are recognized over the relevant number of consecutive years immediately before the retirement age,as under IFRS (IFRIC Agenda Decision – May 2021).

NOTE 8Marketable securities portfolio(in € millions)

Cost atDec. 31, 2023

Cost atDec. 31, 2022

Term deposits

470

820

Negotiable debt securities

-

118

115

140

Money market funds – Liquidity contract

6

3

Edenred SE shares

27

22

Accrued interest

4

3

623

1,107

Retail certificates of deposit

TOTAL

Term deposits and retail certificates of deposit are classified as held-to-maturity investments.
The €27 million in Edenred SE’s own shares relates to shares acquired as part of stock option plans for employees who are French tax residents.
No impairment loss was recognized due to the Company’s commitment to awarding these shares to employees.
A provision for contingencies related to the share buyback plan was recorded at December 31, 2023 (see Note 7).

1522023 Universal Registration Document — Edenred

Financial statements
Parent company financial statements and notes

NOTE 9Accruals and other assets at December 31, 2023

(in € millions)

At Jan. 1, 2023,
net

Increases

Decreases

3

At Dec. 31,
2023, net

DEFERRED CHARGES
Debt issuance costs

2

(0)

1

Bond issuance costs(1)

14

4

(5)

12

TOTAL

16

4

(6)

14

Issue premiums(1)

5

7

(2)

10

TOTAL

5

7

(2)

10

IT maintenance fees – Insurance premiums –Other fees – Leases

3

7

TOTAL

3

7

BOND ISSUE PREMIUMSPREPAID EXPENSES
10
-

10

At Dec. 31,
2023

At Dec. 31,
2022

Decrease in receivables

96

Increase in payables

3

3

TOTAL

12

9

6

5

(1) The decrease corresponds to the amortization of loan issue fees and premiums over the period.

NOTE 10 Conversion differences(in € millions)
ASSETSLIABILITIES
Increase in receivables
Decrease in payables

6

4

TOTAL

12

9

At Dec. 31,
2023

At Dec. 31,
2022

NOTE 11 Accrued income
Accrued income is included in the following balance sheet items(in € millions)
Loans and advances to subsidiaries and affiliates
Trade receivables

3

2

Other receivables

13

12

Marketable securities

4

3

20

16

Cash
TOTAL

Edenred — 2023 Universal Registration Document

153

3

Financial statements
Parent company financial statements and notes

NOTE 12 Accrued expenses
Accrued expenses are included in the following balance sheet items(in € millions)

At Dec. 31,
2023

At Dec. 31,
2022

Bonds

21

4

Bank borrowings

9

9

Other borrowings
Trade payables

52

38

Accrued taxes and payroll costs

27

22

Due to suppliers of fixed assets--

Other liabilities
TOTAL

1

1

110

74

2023 netprofitAt Dec. 31,
2023

NOTE 13 Changes in shareholders’ equity
Items(in € millions)

At Dec. 31,
2022

Number of shares outstanding(1)249,588,059

Share capital
Additional paid-in capital
Legal reserve

Appropriationof 2022 net
profit(2)Shares issued/(canceled)Other

249,588,059

499

499

1,045

(9)

1,036

50

50

Untaxed reserves--

Other reserves--

Retained earnings

351

125

Net profit for the year

375

(375)

Untaxed provisions
TOTAL SHAREHOLDERS’ EQUITY

476
309

2,320

309
-

(249)

(9)

-

309

2,371

(1) Par value of €2. At December 31, 2023, Edenred SE held 623,229 of its own shares, representing 0.25% of the number of shares making up the share capitalat December 31, 2023, following a liquidity contract and shares allocated to specific plans (see Note 8).
(2) Dividends for €249.23 million were paid as of June 9, 2023.

154

2023 Universal Registration Document — Edenred

Financial statements
Parent company financial statements and notes

3

NOTE 14 Stock option and performance share plans
Performance
share plans

2015
plan

2015
plan
(CEO)

2016
plan

2017
plan

2018
plan

2019
plan

2020
plan

2020
plan
no. 2

2021
plan

2021
plan
no. 2

2022
plan

2022
plan
no. 2

2023
plan

2023
plan
no. 2

Grant date

05/20/
2015

09/12/
2015

04/05/
2016

03/08/
2017

02/21/
2018

02/27/
201903/10/
2020

05/06/
2020

05/11/
2021

10/19/
2021

02/23/
2022

07/26/
2022

02/23/
2023

07/26/
2023

Vesting date

02/21/
2018(1)

10/12/
2018

05/04/
2019(2)

03/08/
2020(3)02/22/
2021(4)02/28/
2022(5)03/10/
2023(6)05/06/
2023(7)

05/11/
2024(8)

10/19/
2024(9)02/23/
2025(10)07/26/
2025(11)02/23/
2026(12)07/25/
2026(13)IFRS 2 fair value
for French tax
residents (in €)

16.08

8.19

15.04

18.38

24.26

33.54

37.79

33.66

40.31

43.94

36.68

43.92

48.46

52.20

IFRS 2 fair value
for non-Frenchtax residents(in €)

15.91

-

15.04

18.38

24.26

33.54

37.79

33.66

40.31

43.94

36.68

43.92

48.46

52.20

Vesting
conditions

40%
FFO
20152017,
40%
IV
20152017,
20%
performance
vs. TSR
20152017

37.5%
FFO
20152017,
37.5%
IV
20152017,
25%
performance
vs. TSR
20152017

37.5%
FFO
20162018,
37.5%
IV
20162018,
25%
performance
vs. TSR
20162018

37.5%
FFO
20172019,
37.5%
IV
20172019,
25%
performance
vs. TSR20172019

37.5%
37.5%
37.5%
37.5% 25% CSR 25% CSR 25% CSR 25% CSR 25% CSR 25% CSR
FFO
FFO
FFO
FFO objectives objectives objectives objectives objectives objectives
2018201920202020- achieve- achieve- achieve- achieve- achieve- achieve2020,
2021,
2022,
2022,
ment
ment
ment
ment
ment
ment
37.5%
37.5%
37.5%
37.5%
202120212022202220232023BV Operating Operating Operating
2023,
2023,
2024,
2024,
2025,
2025,
2018EBIT
EBIT
EBIT
50%
50%
50%
50%
50%
50%
2020,
201920202020EBITDA
EBITDAEBITDAEBITDAEBITDAEBITDA
25%
2021,
2022,
2022,
202120212022202220232023perfor25%
25%
25%
2023,
2023,
2024,
2024,
2025,
2025,
mance
perforperforperfor25%
25%
25%
25%
25%
25%
vs. TSR
mance
mance
mance
perforperforperforperforperforperfor2018vs. TSR
vs. TSRvs. TSR mance vs. mance vs. mance vs. mance vs. mance vs. mance vs.
2020
201920202020- TSR 2021- TSR 2021- TSR 2022- TSR 2022- TSR 2023- TSR 20232021
2022
2022
2023
2023
2024
2024
2025
2025

Number of
performance
shares granted
at the plan
launch

800,000 137,363 990,080 794,985 685,706

597,220502,551

12,013527,258

8,500

646,845

Number of
performance
sharesvested at
December 31

558,350 125,916 902,821 701,477 596,066

478,598

408,835

3,920

875

-

350

241,650
Number of
performance
shares canceledsince the plan
launchNUMBER OFPERFORMANCESHARESOUTSTANDINGAT
DECEMBER 31-

37,700626,185

23,950--11,44787,25993,50889,640118,622

93,716

8,093

94,598-74,5641,000

27,575

-

-

-

-

-

-

-

-

431,7858,500

571,931

36,700598,610

23,950(1) Delivery of the shares on February 21, 2018 for French tax residents and February 21, 2020 for non-residents.
(2) Delivery of the shares on May 4, 2019 for all beneficiaries, French tax residents and non-residents alike.
(3) Delivery of the shares on March 8, 2020 for all beneficiaries, French tax residents and non-residents alike.
(4) Delivery of the shares on February 22, 2021 for all beneficiaries, French tax residents and non-residents alike.
(5) Delivery of the shares on February 28, 2022 for all beneficiaries, French tax residents and non-residents alike.
(6) Delivery of the shares on March 10, 2023 for all beneficiaries, French tax residents and non-residents alike.
(7) Delivery of the shares on May 6, 2023 for all beneficiaries, French tax residents and non-residents alike.
(8) Delivery of the shares on May 11, 2024 for all beneficiaries, French tax residents and non-residents alike.
(9) Delivery of the shares on October 19, 2024 for all beneficiaries, French tax residents and non-residents alike.
(10) Delivery of the shares on February 23, 2025 for all beneficiaries, French tax residents and non-residents alike.
(11) Delivery of the shares on July 26, 2025 for all beneficiaries, French tax residents and non-residents alike.
(12) Delivery of the shares on February 23, 2026 for all beneficiaries, French tax residents and non-residents alike.
(13) Delivery of the shares on July 25, 2026 for all beneficiaries, French tax residents and non-residents alike.

Edenred — 2023 Universal Registration Document

155

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Financial statements
Parent company financial statements and notes

NOTE 15 Maturities of debt and payables at December 31, 2023
(in € millions)Total

Due within
1 yearDue in1 to 5 years

Due beyond
5 years

3,000

700

DEBT
4,221

521

Bank borrowings(3)

134

134

Other borrowings(2)(3)

2,092

2,092

75

75

Accrued taxes and payroll costs(3)3128

Due to suppliers of fixed assets00Other liabilities(3)55Bonds(1)(3)

Operating payables
Trade payables(3)Other payables

Deferred income

(3)

TOTAL

3

9

6

3

6,567

2,861

3,006

700

(1) Bonds issued in 2015, 2017-2021 and 2023.
(2) Current account advances, loans with subsidiaries and short-term negotiable debt.
(3) Breakdown by currency (in € millions):

Debt by currency
EUR

6,292

GBP

127

MXN

36

SEK

12

USD

48

AUD

8

RON

36

Other currencies
TOTAL

156

2023 Universal Registration Document — Edenred

7
6,567

Financial statements
Parent company financial statements and notes

3

NOTE 16 Maturities of receivables at December 31, 2023
(in € millions)Total

Due within
1 yearDue beyond
1 year

1,291

350

941

67

67

RECEIVABLES INCLUDED IN FIXED ASSETS
Loans and advances to subsidiaries and affiliates
Other loans
Other investments
RECEIVABLES INCLUDED IN CURRENT ASSETS
Trade receivables

60

60

Other receivables

1,102

1,102

Prepaid expenses

10

10

2,530

1,589

TOTAL

941

Breakdown by currency (in € millions):
Receivables by currency
EUR

2,124

AED

29

USD

33

GBP

335

SGD

8

LBP

1

Other currencies

0

TOTAL

2,530

NOTE 17 Related-party transactions(1)(in € millions)

2023

2022

Shares in subsidiaries and affiliates

5,867

4,792

Loans and advances to subsidiaries and affiliates

1,291

1,050

3

3

ASSETS

Other investment securities
Trade receivables

59

40

Other receivables

1,058

816

Other borrowings

2,092

2,541

Trade payables

14

11

455

330

Other financial income

77

113

Financial expenses

49

37

LIABILITIESINCOME AND EXPENSES
Income from investments in subsidiaries and affiliates(1) Companies that are fully consolidated in the Edenred group consolidated financial statements are deemed to be related parties.

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Financial statements
Parent company financial statements and notes

NOTE 18 Breakdown of net revenue(in € millions)

2023

2022

32

26

FranceTotal France

32

26

International

130

112

Total international

130

112

TOTAL NET REVENUE

162

138

NOTE 19 Management compensation and employee information
COMPENSATION PAID TO MEMBERS OF THE COMPANY’S ADMINISTRATIVE AND SUPERVISORY BODIES

Members of the Executive Committee (excluding payroll taxes) and the Board of Directors

(1)

2023

2022

22

21

259

Number of employees
Employee category
Managers

327

Supervisors

47Administrative staff (interns)

3

10

Apprentices
TOTAL(1) See the corporate governance report in section 5.

The Company had a total of 339 employees, including 15 seconded to subsidiaries, at December 31, 2023.

158

2023 Universal Registration Document — Edenred

5

2

339

278

Financial statements
Parent company financial statements and notes

3

NOTE 20 Net financial income(in € millions)

2023

2022

Income from investments in subsidiaries and affiliates

455

330

Dividends received from subsidiaries

424

315

Interest received on intra-group loans and receivables

31

15

Other interest income

8123Interest income on current accounts advances

41

8Interest income on interest rate and currency swaps

2

Other interest income

39

15

Reversals of provisions for financial items

36

105

Reversals of provisions for impairment of shares in subsidiaries and affiliates

34

103

2

2

Reversals of provisions for impairment of other receivables
Reversals of provisions for contingencies and charges
Foreign exchange gains

10

8

Financial income

582

465

Interest expense

(218)

(52)

Interest paid on bonds

(58)

(38)

Interest paid on other borrowings

(145)

(10)

Interest paid on current accounts advances

(15)

(4)

Interest paid on loans from subsidiaries

(0)

(0)

Amortization and provisions – financial assets

(5)

(34)

Additions to provisions for impairment of shares in subsidiaries and affiliates

(2)

(20)

Additions to provisions for impairment of loans

(0)

(9)

Amortization of bond issue premiums

(2)

(1)

Additions to provisions for contingencies and charges

(1)

(4)

Foreign exchange losses

(7)

(12)

(230)

(97)

352

368

(in € millions)

2023

2022

Gains/(losses) on disposals and liquidations of investments

(20)

9

Other non-recurring gains

02

Other non-recurring charges

(5)

0

-

-

Interest paid on bank borrowings

Additions to provisions for impairment of current assets

Financial expenses
NET FINANCIAL INCOME

NOTE 21 Non-recurring items
In 2023, total non-recurring items represented a net loss of €25 million before tax, breaking down as follows:

Non-recurring additions to provisions for contingencies and charges
Non-recurring reversals of provisions for contingencies and charges
NET NON-RECURRING INCOME (LOSS)

-

0

(25)

11

Edenred — 2023 Universal Registration Document

159

3

Financial statements
Parent company financial statements and notes

NOTE 22 Income tax and consolidation
A. Income tax expense of Edenred SE
In 2023, the Company recorded a tax loss of €98 million on a stand-alone basis (i.e., excluding the contribution of companies in the
Edenred SE tax group).
(in € millions)

2023

2022

Tax on recurring profit

(36)

(8)

Tax on non-recurring items

(0)

2

(28)

(15)

Income tax expense (benefit)(1)(1) This item primarily comprises net group relief for the year.

The tax on recurring profit was calculated on a tax base of negative €142 million, and the tax on non-recurring items on a tax base ofnegative €1.4 million. Income tax was calculated at the rate of 25.83%. No tax credits were deducted.

B. Tax group members

C. Group relief

Edenred SE and its eligible French subsidiaries elected for thegroup relief system governed by Article 223A of the French
General Tax Code on March 18, 2011. The election took effect asof the tax year beginning on January 1, 2011.

In 2023, group relief of €26.9 million was recorded in Edenred
SE’s financial statements.

A group relief agreement between Edenred SE and the othermembers of the tax group was also signed in 2011.
The tax group members in 2023 were:Tax loss carryforwards for the tax group amounted to €49 million
at December 31, 2023.

D. Consolidation
Edenred SE is the consolidating entity of the Edenred group.

•
•
•
•
•
•
•
•
•
•
•
•

Saminvest
Asm
Edenred France
Veninvest Quattro
Veninvest Cinq
Veninvest Huit
Veninvest Neuf
Edenred Corporate
Payment
Veninvest Onze
Veninvest Douze
Veninvest Quatorze
Veninvest Quinze

•
•
•
•
•
•
•
•
•
•

Veninvest Seize
GABC
Edenred Payment
Edenred Fuel Card
Edenred Fleet & Mobility
Edenred Fleet Pro
Proweb CE
Gameo
Landray
La Compagnie des Cartes
de Carburant (LCCC)NOTE 23 Off-balance sheet commitments given and received
Off-balance sheet commitments given and received
Off-balance sheet commitments given at December 31, 2023 break down as follows:
At December 31

Within1 year

1 to
5 years

Beyond5 years

At Dec. 31, 2023

At Dec. 31, 2022

Guarantees given(1)

54

18

73

145

109

Guarantees for bank borrowings(2)

8

4

11

8

TOTAL GUARANTEE COMMITMENTS

62

22

157

117

(in € millions)
TOTAL RENOVATION COMMITMENTS

73(1) Related to guarantees given to banks on behalf of subsidiaries for €126 million and capital commitments given for €19.4 million to the Partech VII,
Partech II, Partech III, Partech Africa and Raise investment funds.
(2) Linked to guarantees for bank loans given on behalf of subsidiaries.

160

2023 Universal Registration Document — Edenred

Financial statements
Parent company financial statements and notes

3

NOTE 24 Hedging instruments
Hedging instruments
Currency hedges
The following tables analyze the notional amount of currency hedges by maturity and the carrying amount of these instruments in thebalance sheet, corresponding to their fair value, at December 31, 2023:
At Dec. 31, 2023
Notional amount(in € millions)

Expiring 2024

CURRENCY SWAPS
AED

29

29

GBP

319

319

USD

24

24

Forward sales

372

372

FORWARD PURCHASES AND CURRENCY SWAPS
MXN

2

2

Forward purchases

2

2

374

374

TOTAL CURRENCY HEDGESFor each currency, the notional amount corresponds to the euro
equivalent of the amount of currency sold or purchased forward.
The fair value corresponds to the difference between theamount of currency sold (purchased) in the foreign currency andthe amount of currency purchased (sold) in the exchanged
currency (applying the closing rate).

All the currency instruments listed above are used for hedging
purposes. They are designated and documented fair value
hedges of intra-group loans and borrowings that qualify forhedge accounting.
At December 31, 2023, currency instruments had a positive fairvalue of €2 million.

Interest rate hedges
The following table analyzes the notional amount of interest rate hedges by maturity and the carrying amount of these instrumentsin the balance sheet, corresponding to their fair value, at December 31, 2023:

At December 31(in € millions)Interest rate swaps where Edenred is the fixed rate borrower

2023
Notional
amount

2024

1,950

2025

Beyond500

1,450

EUR Euribor/Fixed rate
Interest rate caps

450Interest rate swaps where Edenred is the fixed rate lender*

133

27

450
53

53

2,534

27

1,003

1,503

MXN TIEE Banxico/Fixed rate
TOTAL INTEREST RATE HEDGES*MXN interest rate hedges are for our Mexican subsidiary.

The notional amount corresponds to the amount covered by
the interest rate hedge. The fair value represents the amountthat would be receivable or payable if the positions were
unwound on the market.
EUR-denominated interest rate swaps and caps are used forhedging purposes and are designated and documented hedges
that qualify for hedge accounting.

MXN-denominated swaps are used on behalf of our Mexican
subsidiary and are therefore recognized as an isolated open
position in accordance with French GAAP.
At December 31, 2023, interest rate instruments had a negative
fair value of €122 million.

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161

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Financial statements
Parent company financial statements and notes

NOTE 25 Main subsidiaries and affiliates at December 31, 2023
(in thousands of local
currency units)
Subsidiaries and affiliates

Currency

SharecapitalReserves

Carrying amount of shares% interest

Cost

Net Provisions

A – Subsidiaries and affiliates with a carrying amount in excess of 1% of EDENRED SE’s capital
1 – SUBSIDIARIES (AT LEAST 50%-OWNED BY EDENRED SE)a) French subsidiaries
EDENRED France
166-180 bd Gabriel Peri 92240 Malakoff

EUR

464,967

42,171100.00%641,997

641,997

VENINVEST QUATTRO
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

2,160

(1,065)100.00%

7,566

-

7,566

VENINVEST CINQ
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

270

(133)

100.00%

7,558

0

7,558

VENINVEST HUIT
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

2,290

(1,132)100.00%

7,977

-

7,977

EDENRED FLEET & MOBILITY
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

9,005

900

100.00%

9,005

9,005

GAMEO
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

1,251

(384)

100.00%

7,251

637

6,614

ASM (3)14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

306,267

7,197

100.00%306,267

306,267-

SAMINVEST
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

3,060

306

60.00%

276,760

276,760

VENINVEST NEUF
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

820

(404)

100.00%

6,074

(0)

6,074

VENINVEST ONZE
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

1,090

(538)

100.00%

6,099

0

6,099

VENINVEST DOUZE
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

2,620

(1,296)100.00%10,871-

10,871VENINVEST SEIZE
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

1,860

(918)

100.00%13,369(0)

13,369VENINVEST QUATORZE
114 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

4,540

(2,247)100.00%

7,234

0

7,234

TOMCAT LIKEO

EUR

27.03%

200

200

BENEFIZ SAS

EUR

11.07%

2,870

2,870

MY WORKS

EUR

4.56%

200

200

b) Foreign subsidiaries

162

VOUCHERS SERVICES SA
33 Avenue Galatsiou
11141 Athens Greece

EUR

499

410

51.00%

26,524

26,524

EDENRED Italie SRL
Via GB Pirelli 19 Milano (Italy)

EUR

5,959

39,88357.72%

688,957

688,957

EDENRED BELGIUM
Av Herrmann Debroux 441160 Brussels

EUR

36,608295,244

100.00%893,415

893,4152023 Universal Registration Document — Edenred-

Financial statements
Parent company financial statements and notes(in thousands of local
currency units)

Carrying amount of shares

Currency

SharecapitalReserves% interest

Cost

EDENRED Portugal SA
Edificio Adamastor, Torre B Av D.Joao II
1990-077 Lisbon

EUR

8,219

-

50.00%

6,765

6,765

EDENRED DEUTSCHLAND GmbH
(Germany)

EUR

1,520

56,679100.00%26,651

26,651EDENRED ESPANA SA (Spain)

EUR

11,544

17,890100.00%53,14153,141

Subsidiaries and affiliates

3

Net Provisions-

EDENRED UK GROUP LIMITED
50 Vauxhall Bridge Road,
London SW1V 2RS UK

GBP

13,39462,824100.00%306,616

275,799

EDENRED NORTH AMERICA INC

USD

615,616

45,583100.00%523,856

523,856

EDENRED SWEDEN Liljeholmsstranden 3
105 40 Stockholm

SEK

9,974

4,591

100.00%112,301

112,301

EDENRED FINLAND OYElimaenkatu1500510 Helsinki

EUR

6,536

2,140

100.00%68,62868,628EDENRED ROMANIA SRL CAL.Serban
Voda nr.133 Bucarest

RON

52,35593,871100.00%164,190

164,190

EDENRED Luxembourg

EUR

31

363

100.00%25,50025,500-EDENRED INDIA PVT LTD (India)(1)INR

246,131

128,728

94.90%

14,001-

14,001EDENRED SLOVAKIA (Slovakia)

EUR

664

19,80199.89%

97,48866,58330,905EDENRED SINGAPORE Pte Ltd(Singapore)

SGD

48,000(36,391)

100.00%36,33536,335-SURGOLD INDIA PVT LTD (India)(1)INR

215,898(452,235)

100.00%10,437-

10,43730,817--

Prepay Technologies Ltd(Edenred Paytech)

GBP

295

70,46528.30%

43,48743,487EDENRED KURUMSAL COZ.A.S (Turkey)

TRY

3,980

35,86499.98%

94,462

94,462

CESTATICKET SERVICES C.A. (Venezuela)

VES

-

-

57.00%

16,309(0)

16,309INVERSIONES DIX VENEZUELA SA

VES-

100.00%21,202

1

21,201BIG PASS (Colombia)

COP 1,700,000

7,885,973

100.00%15,74015,740-ERG HOLDCO LTD

GBP

28,270100.00% 1,036,069 1,036,069-

Integro Worldwide SA

EUR

3,433

EDENRED CZ S.R.O Na Porici 5, Praha 1,
Czech Republic

CZK

13,500EDENRED JAPAN CO LTD
10F, Hulic Kandabashi bldg, TokyoJPYEDENRED POLSKA Sp Zo.o. (Poland)

PLN

470,472

75.00%

18,69818,698370,044

100.00%163,601

163,601-

100,000

213,277

100.00%29,624

13,95915,66563,171(24,603)100.00%19,282

19,282-

BRL 1,689,377

10,128,189

8.46%

20,13020,1302 – AFFILIATES (10% TO 50%-OWNED BY EDENRED SE)a) French companiesb) Foreign affiliates
3 – OTHER (LESS THAN 10%-OWNED BY EDENRED SE)a) French companiesb) Foreign companies
EDENRED BRESIL PARTICIPACOES SA
Av. Das Nacoes Unidas,
7815 São Paulo Brazil

B – Investments with a carrying amount of less than 1% of Edenred SE’s capitala) French companies
LANDRAY
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

50

(19)

100.00%

51

34

17

VENINVEST QUINZE
14 bd Garibaldi
92130 Issy-les-Moulineaux

EUR

75

(32)

100.00%

4,645

37

4,608

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163

3

Financial statements
Parent company financial statements and notes(in thousands of local
currency units)
Subsidiaries and affiliates

Currency

SharecapitalCarrying amount of shares

Reserves% interest

Cost

Net Provisions

LUCKY CART SAS

EUR

35.17%

3,399

3,399

-

ADD WORKING

EUR

14.79%

904

904

-

Fretlink

EUR

5.50%

4,750

(0)

4,750

OONETIC SAS

EUR

23.14%

2,738

2,738

-

b) Foreign companies
EDENRED AUSTRIA GmbH Am Euro Platz
1, A-1120 Wien (Austria)

EUR

1,600

(393)

100.00%

1,589

1,589

EDENRED BULGARIA AD 137
Tzarigradsko Shausse Blvd Sofia 1784
(Bulgaria)

BGN

2,841

284

50.00%

1,272

1,272

WESTWELL GROUP SA José Enrique
Rodo 2123, Montevideo (Uruguay)

USD

1,864

(1,547)100.00%

2,209

2,209

EDENRED PERU SA (Peru)

PEN

1,900

-

67.00%

2,080

2,080

-

EDENRED PANAMA SA

PAB

1,250

(1,418)100.00%

1,024

-

1,024

-

EDENRED s.a.l (Lebanon) SID EL
BAUCHRIEH BEYROUTH

LBP

-

-

80.00%

1,559

-

1,559

ACCENTIV’ SHANGHAI COMPANY (China)

CNY36,162(124,559)

100.00%

4,385

0

4,385

EDENRED COLOMBIA S.A.S Calle 72# 1007 Edificio Liberty Piso 2 Bogota
Colombia

COP

500,000(2,319,890)

98.56%

4,833

0

4,833

EDENRED DIGITAL

RON

10

1,395

90.00%

2

2

FRETO

BRL

42,340(20,297)

13.27%

1,641

1,641

BEEKEEPER

USD

4.50%

4,102

4,102

Dexx TECHNOLOGIES

USD

3.81%

3,413

3,413

Banked ltd

EUR

7.05%

4,150

4,150

LUNCHEON TICKETS SA José Enrique
Rodo 2123, Montevideo (Uruguay)

UYU

5,236

4,443

1.74%

231

184

PROMOTE

UYU

92,227(37,495)

1.73%

41

41

TICKETSEG – CORRETORA DE SEGUROS
S/A (Brazil)

BRL

0.43%

8

8

ACCENTIV SERVICOS TECNOLOGIA DA
INFORMAÇÃO S/A

BRL

0.31%

387

15

64,414(9,158)5 MINS

EUR

5.00%

1,096

1,096

Fuse

GBP

8.24%

4,246

4,246

47

372
-

3 – OTHER (LESS THAN 10%-OWNED BY EDENRED SE)
A – Investments with a carrying amount in excess of 1% of Edenred SE’s capitala) French subsidiaries (aggregate)

1,311,298 1,237,936

73,361b) Foreign subsidiaries (aggregate)

4,533,408 4,394,072

139,336

B – Investments with a carrying amount of less than 1% of Edenred SE’s capitala) French companies (aggregate)

16,486

7,111

9,375

b) Foreign companies (aggregate)

38,26926,048

12,2195,899,461 5,665,167

234,292

TOTAL (NOTE 24)(1) Balance sheet at March 31, 2023.

164

2023 Universal Registration Document — Edenred

Financial statements
Parent company financial statements and notes3(in € thousands)
Outstandingloans and
Last reported
advances Guarantees
revenuegranted by
given byexcl. taxes
Edenred SE Edenred SE (local currency)

Dividends
Last
received byreported Last reported
Edenred SE
profit (loss) Last reported during therevenueexcl. taxes (local currency) profit (loss)
year

Average2023
exchangerate

A – Subsidiaries and affiliates with a carrying amount in excess of 1% of Edenred SE’s capital
1 – SUBSIDIARIES (AT LEAST 50%-OWNED BY EDENRED SE)a) French subsidiaries
EDENRED France
166-180 bd Gabriel Péri
92240 Malakoff

220,796

220,796(51,059)(51,059)

88,9981.00000

VENINVEST QUATTRO
14 bd Garibaldi
92130 Issy-les-Moulineaux

36,821

-

-

37

37

-

1.00000

VENINVEST CINQ
14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

2

2

-

1.00000

VENINVEST HUIT
14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

40

40

-

1.00000

EDENREDFLEET & MOBILITY
14 bd Garibaldi
92130 Issy-les-Moulineaux--(6,996)(6,996)57,8561.00000

GAMEO
14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

(226)

(226)

-

1.00000

ASM (3)14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

8,256

8,256

17,8981.00000

SAMINVEST
14 bd Garibaldi
92130 Issy-les-Moulineaux--

48,75448,754

15,7191.00000

VENINVEST NEUF
14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

12

12

-

1.00000

VENINVEST ONZE
14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

17

17

-

1.00000

VENINVEST DOUZE
14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

46

46

-

1.00000

VENINVEST SEIZE
14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

32

32

-

1.00000

VENINVEST QUATORZE
114 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

82

82

-

1.00000

TOMCAT LIKEO
BENEFIZ SAS
MY WORKS

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165

3

Financial statements
Parent company financial statements and notes(in € thousands)
Outstandingloans and
Last reported
advances Guarantees
revenuegranted by
given byexcl. taxes
Edenred SE Edenred SE (local currency)

Dividends
Last
received byreported Last reported
Edenred SE
profit (loss) Last reported during therevenueexcl. taxes (local currency) profit (loss)
year

Average2023
exchangerateb) Foreign subsidiaries
VOUCHERS SERVICES SA
33 Avenue Galatsiou
11141 Athens (Greece)
EDENRED Italia SRL
Via GB Pirelli 19 Milano(Italy)EDENRED BELGIUM
Av Herrmann Debroux 441160 Brussels-

23,29923,299

9,578

9,578

3,757

1.00000-

2,646,561

2,646,561

152,880

152,880

85,7641.00000

138,816

141,375

141,375

107,282

107,282

55,2641.00000

EDENRED Portugal SA
Edificio Adamastor, Torre
B Av D.Joao II
1990-077 Lisbon

19,725

19,725

5,247

5,247

1,711

1.00000

EDENREDDEUTSCHLAND GmbH
(Germany)-

46,831

46,831

15,732

15,732

22,7481.00000

EDENRED ESPANA SA(Spain)27,39927,39912,776

12,7768,926

1.00000

EDENRED UK GROUP
LIMITED 50 Vauxhall
Bridge Road, London
SW1V 2RS UK-

20,683

23,779

6,040

6,945

-

0.86980

EDENRED NORTHAMERICA INC

-

-

-

9,075

8,390

13,9651.08160

EDENRED SWEDEN
Liljeholmsstranden 3
105 40 Stockholm-

153,098

13,34331,218

2,721

1,800

11.47430

EDENRED FINLAND OYElimaenkatu1500510 Helsinki

23,19323,193

5,756

5,756

4,507

1.00000

EDENRED ROMANIA SRL
CAL.Serban
Voda nr.133 Bucharest

280,164

56,635201,320

40,69722,516

4.94680

EDENRED Luxembourg

2,942

2,942

1,304

1,304

1,384

1.00000

EDENRED INDIA PVT LTD(India)(1)

10,405116(9,146)(102)-

89.32070

1,711

1,711

(284)

(284)

-

1.00000

157

108(2,854)(1,965)-1.45240

508,680

5,695(89,460)(1,002)-89.32070

73,56084,571

20,38323,434

EDENRED SLOVAKIA(Slovakia)-

EDENRED SINGAPORE
Pte Ltd (Singapore)SURGOLD INDIA PVT
LTD (India)(1)-Prepay Technologies Ltd(Edenred Paytech)
EDENRED KURUMSAL
COZ.A.S (Turkey)

1,559,365

60,544685,296

26,6079,208

25.75590

CESTATICKET SERVICES
C.A. (Venezuela)--

62,9802,046-

30.77970

INVERSIONES DIXVENEZUELA SA

-

-

(309)

(10)

-

30.77970

15,710,759

3,363(550,599)

(118)

-

4671.93--(13,045)(14,998)-

0.86980

74

74

BIG PASS (Colombia)
ERG HOLDCO LTD
Integro Worldwide SA

166

2023 Universal Registration Document — Edenred-

0.86980

1.0000Financial statements
Parent company financial statements and notes3(in € thousands)
Outstandingloans and
Last reported
advances Guarantees
revenuegranted by
given byexcl. taxes
Edenred SE Edenred SE (local currency)
EDENRED CZ S.R.O Na
Porici 5, Praha 1(Czech Republic)-

Dividends
Last
received byreported Last reported
Edenred SE
profit (loss) Last reported during therevenueexcl. taxes (local currency) profit (loss)
year

2,341

Average2023
exchange
rate603,737

25,15372,331

3,014

EDENRED JAPAN CO LTD
10F, Hulic Kandabashi
bldg, Tokyo

24.00230

988,159

6,503

664

4

EDENRED POLSKA Sp
Zo.o. (Poland)

19,3074,251(13,321)(2,933)-4.54170--554,078

102,5717,513

5.40190- 151.95070

2 – AFFILIATES (10% TO 50%-OWNED BY EDENRED SE)a) French companiesb) Foreign affiliates
3 – OTHER (LESS THAN 10%-OWNED BY EDENRED SE)a) French companiesb) Foreign affiliates
EDENRED BRASIL
PARTICIPACOES SA
Av. Das Nações Unidas,
7815 São Paulo Brazil-

B – Investments with a carrying amount of less than 1% of Edenred SE’s capitala) French companies
LANDRAY
14 bd Garibaldi
92130 Issy-les-Moulineaux

-

-

(3)

(3)

-

1.00000

VENINVEST QUINZE
14 bd Garibaldi
92130 Issy-lesMoulineaux

-

-

(2)

(2)

-

1.00000-

LUCKY CART SAS--

ADD WORKING--

1.00000

1.00000

Fretlink--

1.00000

OONETIC SASb) Foreign companies
EDENRED
AUSTRIA GmbH Am Euro
Platz 1, A-1120 Wien
(Austria)

-

5,342

5,342

43

43

-

1.00000

EDENRED BULGARIA AD
137 Tzarigradsko
Shausse Blvd Sofia 1784
(Bulgaria)

-

6,666

3,408

5,956

3,045

574

1.95580

WESTWELL GROUP SA
José Enrique Rodo 2123,
Montevideo (Uruguay)

-

-

-

1,800

1,664

426

1.08160

EDENRED PERU SA(Peru)-

12,367

3,055(3,586)(886)-

4.04760

EDENRED PANAMA SA

-

-

-

-

-

-

1.08160

-

-

-

-

-

-

15,036.60
340

-

-

-

(10,657)(1,391)-7.66010EDENRED s.a.l (Lebanon)
SID EL BAUCHRIEH
BEYROUTHACCENTIV’ SHANGHAICOMPANY (China)-

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3

Financial statements
Parent company financial statements and notes(in € thousands)
Outstandingloans and
Last reported
advances Guarantees
revenuegranted by
given byexcl. taxes
Edenred SE Edenred SE (local currency)
EDENRED COLOMBIA
S.A.S Calle 72# 10-07
Edificio Liberty Piso
2 Bogota (Colombia)-

EDENRED DIGITAL
FRETODividends
Last
received byreported Last reported
Edenred SE
profit (loss) Last reported during therevenueexcl. taxes (local currency) profit (loss)
year

400

0

(353,467)(76)- 4,671.93280

110,865

22,411

7,407

1,497

4.94680

2,917

540

(9,687)(1,793)5.40190

BEEKEEPER---

1.08160

Dexx TECHNOLOGIES

-

-

-

1.08160

Banked ltd--

LUNCHEON TICKETS SA
José Enrique Rodo 2123,
Montevideo (Uruguay)-

PROMOTETICKETSEG –CORRETORA DE
SEGUROS S/A (Brazil)-

ACCENTIV SERVICOSTECNOLOGIA DA
INFORMAÇÃO S/A-

284,361

6,776

80,7191,923

10,602

253(14,179)(338)-

97,60818,069(6,153)1.0000035--

5.40190(1,139)-5.40190
1.00000

Fuse

-

-

0.86980

3 – OTHER (LESS THAN 10%-OWNED BY EDENRED SE)
A – Investments with a carrying amount in excess of 1% of Edenred SE’s capitala) French subsidiaries(aggregate)

36,821-

180,471b) Foreign subsidiaries(aggregate)

138,816-

241,402

B – Investments with a carrying amount of less than 1% of Edenred SE’s capitala) French companies(aggregate)

-

-

-

b) Foreign companies(aggregate)

-

-

1,035

175,637-

422,908

TOTAL (NOTE 24)

41.96800
41.96800

5 MINS(1) Balance sheet at March 31, 2023.

168

Average2023
exchangerate2023 Universal Registration Document — Edenred

Financial statements
Parent company financial statements and notes

3

NOTE 26 Five-year financial summary
Description(in € millions)

2023

2022

2021

2020

2019

1 – CAPITAL AT DECEMBER 31
Share capital

499

499

499

493

486

249,588,059

249,588,059

249,588,059

246,583,351

243,204,857

Net revenues

162

138

105

87

80

Profit before tax, depreciation,amortization and provision expense

266

288

449

299

317

Income tax

28

15

12

4

18

Net profit

309

375

331

205

296

Total dividend(2)

274

250

224

184

169

Earnings per share after tax,
before depreciation, amortizationand provision expense

1.07

1.50

1.80

1.21

1.30

Earnings per share

1.24

1.50

1.33

0.83

1.22

Dividend per share

1.10

1.00

0.90

0.75

0.70

Number of shares in issue(1)Number of convertible bonds
2 – RESULTS OF OPERATIONS

3 – PER SHARE DATA (IN €)4 – EMPLOYEE INFORMATION
Number of employees(3)

319

280

261

243

212

Total payroll

(42)

(34)

(32)

(31)

(26)

Total benefits

(37)

(30)

(25)

(28)

(32)

(1) At December 31, 2023.
(2) Recommended in respect of 2023, based on €1.10 per share carrying dividend rights at December 31, 2023.
(3) Average number of employees in 2023.

Edenred — 2023 Universal Registration Document

169

4
Risk factors andmanagement
AFR

4.1

Risks and measures
to manage the risks

4.1.1
4.1.2
4.1.3
4.1.4

Financial risks
Legal risks
Cybercrime and information system risksGroup strategy and competitiveenvironment risks
Operational risks
Climate risks

4.1.5
4.1.6

172
174
176
179

4.4

Internal control and risk
management procedures

4.4.1
4.4.2

Internal control definition and objectives
Summary description of internal
control procedures
Main participants in the system ofinternal control
Internal communication of informationand procedures related to accounting
and financial information
Identifying and analyzing risks
Control activities
Monitoring internal control

4.4.3
180
182
183

4.2

Legal and arbitration
proceedings

183

4.3

Transferred risks

184

4.3.1
4.3.2

Risks transferred to suppliers
Risks transferred to the insurance market

4.4.4

4.4.5
4.4.6
4.4.7

185
185
185
185

188
189
190
191

184
184

Edenred — 2023 Universal Registration Document

171

4

Risk factors and management
Risks and measures to manage the risks

Investors are advised to consider all of the information provided in this Universal Registration Document, including the risk factors
described in this section, before making their investment decision. The described risks are those, as of the date of this document, which
the Group believes are specific to it and whose occurrence could have a material adverse impact on the Group, its business, financial
position, results of operations or development.
The main risks together with the measures for managing these risks are described in section 4.1 below.
Legal and arbitration proceedings are described in section 4.2.
Measures for transferring risk are described in section 4.3.
Internal control and risk management procedures are described in section 4.4.

4.1

Risks and measures to manage the risks

The risks and threats to the Group’s business are reviewed
regularly, under the supervision of the Audit and Risks Committee.
The Group completed a comprehensive update of its risk map in
2021, based on interviews in the various operating divisions andcorporate functions, and on questionnaires sent to subsidiaries.
Covering all of the Group’s regions and business lines, the exercise
made it possible to review the characterization and update theassessment of the Group’s top 50 risks. A number of criteria wereanalyzed, including likelihood of occurrence, financial impact andreputational impact, for the purpose of evaluating the “gross” risk

172

2023 Universal Registration Document — Edenred(i.e., “net” of existing risk management procedures). The
effectiveness of risk management procedures was then analyzed
to evaluate the “net” risk materiality.
In 2023, these risk analyses were tracked by the Audit and Risks
Committee, with particular attention paid to adapting actionplans to changing risks. The review of risks did not result in achange in their impact or probability levels in 2023. As set out
below, the table of risk factors remains unchanged, with the risks
ranked in descending order of materiality within each category.

Risk factors and management
Risks and measures to manage the risks

4

SUMMARY TABLE OF RISK FACTORSNet impact:●: Low ● ●: Medium ● ● ●: HighNet probability:●: Low ● ●: Medium ● ● ●: High

Category

Risk factors and related sections

Financial risks

Currency risk
Tax risk

Legal risks

Information systemand cybercrime risksGroup strategy
and competitiveenvironment risks

Operational risks

Climate risks

Relatedextra‑financial
priority issues

Probability

Impact4.1.1.1●●●●●●

4.1.1.2●●●●●

Commodity risk

4.1.1.3●●●●

Customer counterparty risk

4.1.1.4●●●●

Financial institution counterparty risk

4.1.1.5●●

Risks related to personal data protection
regulations

4.1.2.1●●●●●

Risks related to changes in the legal
or regulatory provisions governing solutions
qualifying for a specific payroll
and/or income tax regime

4.1.2.2●●●●

Risks related to competition law

4.1.2.3●●●●

Risk related to enhanced regulatory oversightover the Group’s activities via banking
regulations

4.1.2.4●●●●

Risks related to corruption, money laundering
and/or terrorist financing schemes

4.1.2.5●●●●

Business ethics(5.4.1.1)

Cybercrime risks

4.1.3.1●●●●●●

IT security (5.4.2.1)
and Personal data
(5.4.2.2)

Information system risks

4.1.3.2●●●●

Competitive environment risks

4.1.4.1●●●●●●

Risks associated with the acquisition strategy

4.1.4.2●●●

Risks associated with the partnership strategy
and other strategic agreements

4.1.4.3●●●

Voucher fraud risks

4.1.5.1●●●●●

Business continuity risk

4.1.5.2●●●●

Transition risks related to climate change

4.1.6.1●●●●●

Personal data (5.4.2.2)

Business ethics(5.4.1.1)

Sustainable mobility(5.4.4.2)

Non-financial risks, which were not among the main risks identified in the review, are qualified as secondary risks. They are presented in
section 5.1.4 “Non-financial risk analysis” based on the Group’s risk mapping methodology. These secondary non‑financial risks wereassessed as non-material in terms of their short-term financial impact and the control over these risks by the departments concerned.
They include physical risks related to climate change and risks related to talent attraction and retention.

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4

Risk factors and management
Risks and measures to manage the risks

4.1.1

Financial risks

The main financial risks to which the Group is exposed are as follows:• currency risk, described in section 4.1.1.1 below;• tax risk, described in section 4.1.1.2 below;• commodity risk, described in section 4.1.1.3 below;• customer counterparty risk, described in section 4.1.1.4 below;• financial institution counterparty risk, described in section
4.1.1.5 below.
Detailed quantified information about the Group’s exposure tothese risks, after hedging, is presented in section 3.2.6, Note 6.6
to the consolidated financial statements.
The Group’s financial risk management policy is designed tomeet the following core objectives (listed in order of decreasingpriority): financial security of transactions, liquidity of assets andsources of financing, and profitability (interest income and expense).
The aim is to minimize the impact of market risks on the Group’s

4.1.1.1

results and, to a lesser extent, on the balance sheet. Interest rateand currency risks are managed at the Group level by theTreasury & Financing Department, which reports to the Executive
Vice President, Finance.
Interest rate and currency instruments are used to support theGroup’s investment and financing policies, as well as its hedging
strategies (fair value and cash flow hedges). Group Treasury &Financing has the necessary expertise and computer applications(Front to Back treasury management software) to invest
available cash, raise funds and hedge risks on the financial
markets in accordance with the practices generally applied byleading groups. The department’s organization and procedures
are reviewed by the Internal Audit Department. Monthly cash
reports are submitted to the Executive Vice President, Finance,
who validates the objectives set in accordance with previously
approved management strategies.

Currency risk

Risk

Measures to manage the risk

The Group is exposed to currency risks on the translation into
euros of income statement and balance sheet items for eachcountry outside the euro zone. Due to the Group’s operations in
45 different countries, many financial statement indicators are
exposed to foreign currency translation risk. A significant
proportion of the Group’s business is generated in countries
where the functional currency is different from the Group’sreporting currency (the euro).

Group policy consists of investing the cash generated by anactivity in the currency of the country that manages said activity.
This avoids having to manage the liquidity risk associated withcurrency fluctuations and reduces currency risk exposure.

However, the Group is only exposed to limited currency risk,
because each subsidiary’s revenues and expenses are generated
and paid in local currency.
Actual cash flows from countries whose currency is not the euro consist
mainly of dividends and royalties paid by subsidiaries to their parent
company, and interest payments made and received on intercompany
financing. These cash flows may be exposed to changes in exchange
rates between the original currency and the euro.

This foreign currency translation risk is not hedged.
However, concerning currency risks on cash flows between
subsidiaries and the parent company, foreign currency loans/borrowings are translated using the standards generally appliedby leading groups. Other capital flows are included in themonthly cash reports presented in the preliminary comment insection 4.1.1.
Neither Edenred SE nor the Group has any open currency positions
that would be likely to expose the Group to significant risks.
At December 31, 2023, the Company did not have any cash flow
hedges of currency risks maturing in more than 12 months.

Exchange gains and losses recognized in the 2023 income
statement are presented in section 3.2.6, Note 6.1 “Net financial
expense” to the consolidated financial statements.
The impact of a 10% change in the exchange rates of the maincurrencies is presented in section 3.2.6, Note 6.6 to theconsolidated financial statements, paragraphs “Foreignexchange risk: currency analysis”, “Currency hedges” and“Sensitivity to exchange rates”.

4.1.1.2

Tax risk

Risk

Measures to manage the risk

As an international group, Edenred is subject to the tax laws of alarge number of countries and conducts its business in compliancewith various regulatory requirements. The tax rules in force in theGroup’s various host countries do not always provide clear
solutions that are unequivocal in meaning. As a result, the Group’s
organizational structure, the way it conducts business and theapplicable tax regime are based on its own interpretation of local
tax rules. There is no guarantee that its interpretations will not bechallenged by local tax administrations in the future.

Assisted by the Legal and Tax Departments and/or a firm of legal
and tax advisers, the subsidiaries ensure that they comply withlocal tax rules.

The Group is currently involved in various tax disputes. These aredescribed in section 3.2.6, Note 10.3 “Claims, litigation and taxrisk” to the consolidated financial statements.

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Edenred's tax policy (available on the Group’s website) sets out
the principles and governance system applicable to the Groupand its subsidiaries, as well as information on relations with tax
authorities.

Risk factors and management
Risks and measures to manage the risks

4.1.1.3

Commodity risk – fuel

Risk
Part of Edenred’s business model is sensitive to fluctuations infuel prices in the different countries in which it provides Mobility
solutions. Indeed, some of these solutions are fuel cards used to
pay for fuel. The commission received by Edenred for theseproducts is sometimes partly dependent on fuel prices. Fuelprices are determined based on a number of factors, including
the price of crude oil and the level of local taxes. Dependence on
crude prices varies significantly both by country and by solution.
In the context of the conflict that began at the end of February
2022 between Russia and Ukraine, the economic sanctions andrestrictions imposed on the supply of oil and gas of Russianorigin, as well as the wider macroeconomic and social climate,continued to influence the price of oil in 2023 and will continue
to do so going forward.

4.1.1.4

In 2023, 8.8% of the Group’s total revenue was sensitive to oil
price fluctuations (10.8% in 2022). The sensitivity of the Group’s
total revenue to one US dollar change in oil prices – based on
Brent Crude for Europe and for Latin America – is estimated at
1.4 million US dollars in 2023.

Measures to manage the risk
In Mobility, Edenred has developed a large portfolio of non-fuelbased value-added services (Beyond Fuel strategy), driven either
by organic growth or acquisitions. For example, our subsidiaryUTA Edenred has a highly diversified revenue model based ontoll, parking, vehicle maintenance payment and other solutions.
This drive to develop Mobility solutions that go beyond fuelaccounts for the leadership position Edenred now holds in thevehicle maintenance sector in Brazil. The Group has also refined its
pricing strategy – country by country, and solution by solution – toreduce revenue exposure to fuel price fluctuations.

Customer counterparty risk (credit risk)

Risk

Measures to manage the risk

Customer counterparty risk – or credit risk – essentially concerns
the risk of customers being unable to honor amounts that they
owe to the Group. This could apply to post-payment businessmodels such as Mobility, where invoicing is based on the volume
consumed and not the issue volume. This is also the case forpayment terms extended to prepaid customers, where invoicing
is based on the issue volume.

Edenred has continued to implement an assertive collection
policy, thereby reducing trade receivables days. In addition, theGroup takes into account an increased credit risk whencalculating provisions for trade receivables in regions with higher
macroeconomic risk.

The significant proportion of business generated by – generally prepaid– Benefits & Engagement and Complementary Solutions (Incentive &Rewards) limits the Group’s exposure to credit risk. However, Mobility,
which represented 25% of 2023 operating revenue, tends to increase
the Group’s credit risk exposure.
Edenred’s exposure to a major customer default is a contained
risk. Because the statistical dispersion of the businessthroughout the 45 countries where the Group operates is high,no customer billed in 2023 represented a significant share ofrevenue. In addition, trade receivables correspond to several
hundreds of thousands of accounts.

4.1.1.5

4

Most subsidiaries have set up dedicated teams to manage thisrisk, and use external databases to assess the financial health ofprospects or customers.
Some country organizations have chosen to implement risk
transfer solutions, notably in the form of credit insurance,
especially for post-payment facilities and in markets where there
is a demand for longer payment periods.
Moreover, as part of the Beyond22-25 strategic plan, the Group isaccelerating the development of its SME client base, thereby
helping to diversify customer risk even further.

Financial institution counterparty risk

Risk
The Group is exposed to banking counterparty risk, especiallywith regard to funds invested. Its counterparties are financial
institutions with which its available cash is invested and fromwhich interest rate and currency instruments are purchased.
Default by one of these institutions or a deterioration in its
financial position could result in financial losses for Edenred.

Measures to manage the risk
Exposure to counterparty risk is reduced by dealing only withleading counterparties according to correlated country risks. The
Group uses a wide range of counterparties, sets exposure limits bycounterparty and uses a monthly reporting procedure to track theirconcentration and their credit quality based on their credit ratings.

Details of the Group’s counterparties are presented in
section 3.2.6, Note 6.6 “Financial instruments and market risk
management” to the consolidated financial statements,
paragraph “Credit and counterparty risk”.
Group policy consists of investing available cash in the currencyof the country in which its solutions are proposed. It is therefore
exposed to country risks, which could, in particular, arise from afinancial crisis affecting one or more of its host countries.
A significant proportion of the Group’s available cash
(corresponding to cash denominated in euros) is placed within acash pooling system managed by Edenred SE. Under this system,
the subsidiaries’ available cash is transferred to Edenred SE in allcases where this is allowed under local law or the law governing
the business concerned, and where financial conditions permit.
Regular centralized monitoring of these funds helps to reduce
the Group’s exposure to counterparty risks on the leading
financial institutions with which the funds are invested.

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Risk factors and management
Risks and measures to manage the risks

Moreover, pooling available cash in this way is one of the main
reasons for the Group’s very limited exposure to counterparty
risks in countries on review for a potential credit rating
downgrade. As part of this prudent policy, the Group selects
financial institutions independently of the country from which
the available cash originates.
Invested funds amounted to €5,425 million at December 31, 2023,
of which €3,352 million (gross) reported as cash and cash
equivalents and other marketable securities (see section 3.2.6,

4.1.2• risks related to changes in the laws or regulations governing
solutions qualifying for a specific payroll and/or income tax
regime, presented in section 4.1.2.2 below;• risks related to competition law, presented in section 4.1.2.3
below;• risk of tighter control over the Group’s activities via banking
regulations, presented in section 4.1.2.4 below;• risk of being caught up in activities that involve bribery, money
laundering and/or the financing of terrorism, presented in
section 4.1.2.5 below.

Risks related to personal data protection regulations

Risk

Measures to manage the risk

Edenred’s activities involve processing at times vast volumes of
personal data from users of the Group’s solutions, particularly
digital solutions, as well as for other stakeholders in its business,to a lesser extent. Protecting this data is a priority for Edenred
and the bedrock of stakeholder trust (see also section 5.4.2.2“Personal data”).

The Data Protection Officer (DPO) supports the Group and its
subsidiaries in the management of data related to their operations.

In the European Union, the introduction of Regulation (EU) 2016/679(General Data Protection Regulation – GDPR) in May 2018 both
harmonized personal data protection rules (thereby minimizing
complexity due to regulatory differences) and strengthened thesesame rules, generating a growing number of compliance obligations
and potential significant sanctions in the event of failure to comply.
Outside the European Union, laws and regulations to protect
personal data are also being introduced and are frequently
inspired by EU Regulations. This is the case, for example, in Brazil,
where law no. 13.709 of August 2018 on personal dataprotection entered into force in August 2020, and in the United
Arab Emirates, with its January 2022 law on data protection.

4.1.2.2

In Europe, and for the vast majority of operating subsidiaries inother regions of the world, the DPO leads and deploys a Group
compliance program for personal data protection. The DPO
works with a network of correspondents at the local level andthroughout the subsidiaries that provide advice on the
deployment of measures to ensure effective personal dataprotection and, by extension, compliance with personal dataprotection obligations. The DPO devises all of the related
policies, internal guidelines and recommendations designed toensure a consistent approach to conducting compliance-based
initiatives and projects and a uniform level of regulatorycompliance throughout the Group’s entities.
By securing applications and data, the Digital & IT Department
also plays a role in the Group’s data protection regulatorycompliance (see also the risk management measures describedunder section 4.1.3 "Cybercrime and information system risks").

Risks related to changes in the laws or regulations governing solutions qualifying
for a specific payroll and/or income tax regime

Risk
Some Group solutions are governed by national regulations
designed to create a dedicated legal framework (mainly for
payroll tax, income tax) that will encourage their development.
They are mainly Benefits & Engagement, particularly Ticket
Restaurant and Ticket Alimentación. In 2023, Benefits & Engagement
accounted for 63% of the Group’s operating revenue.
These laws and/or regulations may change in ways that are
unfavorable to the Group. For example, governments in certain

176

The average interest rate was 3.4% at December 31, 2023 and2.2% at December 31, 2022. Instruments with maturities (after
any hedging) of more than one year represented 32% of thetotal at December 31, 2023 versus 25% at December 31, 2022.

Legal risks

The five main legal risks to which the Group is exposed are as follows:• risks related to personal data protection regulations,presented in section 4.1.2.1 below;

4.1.2.1

Note 6.3 to the consolidated financial statements, under “Cashand cash equivalents” and “Other marketable securities”) and€2,073 million reported as restricted cash (see section 3.2.6,
Note 4.7 “Change in restricted cash”).

2023 Universal Registration Document — Edenred

countries may be tempted to scale back or abolish the payroll tax
or income tax benefits attached to these solutions. As thesolutions’ income and payroll tax appeal and the rules restricting
their use to specific purposes are core factors behind their
growth, any unfavorable change in the regulatory or legislativeenvironment could lead to a decline in related business volume.
See section 1.6 “Regulatory environment” for more information
about the regulations applicable to the Group, including sections
1.6.1.2 and 1.6.1.3, which describe the regulatory environments
in France and in Brazil, respectively.

Risk factors and management
Risks and measures to manage the risks

Measures to manage the risk
The Public Affairs Department implements targeted measures
on behalf of the Group, such as:• continuously monitoring political, social and economic
developments in the Group’s host countries in order to be
forewarned of proposed changes in the laws and regulations
applicable to solutions that qualify for a specific payroll tax orincome tax regime;• developing institutional tools, such as macro-economic
studies, research, surveys and position papers, demonstrating
the effectiveness of Edenred’s solutions in promoting specificpolicies;

4.1.2.3

4• identifying the core players in government, government
departments, the corporate world and academia that are
involved at the international, the European and the national
level, and developing long-term contacts with them;• participating in public debate, in order to remain a preferredcontact of international organizations, European institutions
and national decision-makers, in defending Edenred’s
interests and promoting its business;• drafting messages adapted to each of these players, topreserve Edenred’s solutions and programs;• creating partnerships (and/or discussion platforms) withplayers involved in developing, promoting or defending
policies that govern Benefits & Engagement solutions.

Risks related to competition law

Risk

Measures to manage the risk

The Group does business in highly competitive environments.
When these markets are restricted to just a few players, they
may sometimes give rise to anti-competitive practices. Similarly,
the Group may sometimes find itself in what could be considereda dominant position, notably in the Benefits & Engagement
market segment.

The Legal & Regulatory Affairs Department regularly conducts
training and awareness programs for executive management in
Edenred’s subsidiaries. In 2021, the Group launched acompulsory training module on compliance with competition
rules, aimed at Group executives. By end-2023, more than 94%
of employees with an executive role had completed the training
module.

Pursuing an external growth strategy requires strict compliancewith rules aimed at preventing any exchange of information witha potential acquiree before the transaction has actually been
approved by the relevant authorities.
As of December 31, 2023, the Group is involved in various legal
disputes related to competition law (see section 3.2.6, Note 10.3
“Claims, litigation and risk” to the consolidated financial statements).

4.1.2.4

Risk related to enhanced regulatory oversight over the Group’s activities
via banking regulations

Risk
Two factors tend to increase the risk of enhanced regulatory
oversight over our activities via banking regulations: (i) the
increase in the number of digital solutions coupled with strong
growth in the share of digital business volume, and (ii) the
increasingly complex legislative and regulatory framework
applicable to payment services and related solutions.
Consequently, the switch from paper vouchers to digitalsolutions, the launch of digital Mobility solutions and Corporate
Payment Services together with the Group’s external growthstrategy in these two markets are leading to an increase in boththe number of digital solutions and their contribution to overallbusiness volume. In line with this, digital solutions accounted for
92% of the Edenred group’s business volume in 2023.
At the same time, there are more and more laws and regulations
governing payment services and/or e-money issuance, notably topromote financial inclusion and boost innovation in banking, butwhich nonetheless require the introduction of measures that aretechnically or financial onerous for payment solution providers.
In the European Union, Directive (EU) 2015/2366, known as the
Payment Services directive 2 (PSD2), enshrines the specificfeatures of digital employee benefits, explicitly excluding mostof these solutions from the scope of banking and payment
regulations, but nevertheless introducing an obligation to notify
the local regulator for other more limited-type solutions.
On June 28, 2023, the European Commission presented its plan
to recast the second Payment Services Directive (PSD2) througha proposal for a directive on the authorization and supervision of

payment institutions, which will become the third Payment
Services Directive (PSD3). This text would be accompanied by aproposal for a regulation on the EU-wide payment services
framework, which should maintain the specific treatment of
employee benefit solutions.
Outside of the European Union, countries such as Turkey, Brazil,
Uruguay, Chile, the United States, Japan, India and several
Southeast Asian countries have introduced legislative andregulatory requirements that apply specifically to payment
services and/or e-money issuance. In most cases, the specificnature of our businesses and the ways in which these differ frompayment activities are clearly recognized. However, some ofthese regulations affect all or part of our businesses. These
regulations could require the Group to take measures that will
impact:• our organization, for example, by making it necessary toobtain a specific type of license, possibly for a dedicatedentity;• our business model, for example, by limiting commissions
billable to corporate clients or partner merchants and therepayment of unused balances on expired cards; and/or• our operations, for example, by introducing stricter rules onclaims-processing deadlines and obligations to perform due
diligence on corporate clients.
These legal and regulatory obstacles may limit Edenred’s ability
to grow its businesses. The obstacles may be unexpected andrequire the deployment of resources and investments, which
may have an adverse effect on the Group’s results of operations
and financial position.

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Risks and measures to manage the risks

Measures to manage the risk
As it does for changes in the laws and regulations applicable tosolutions that qualify for specific tax treatment, the Legal &Regulatory Affairs Department implements targeted measures
such as:• continuously monitoring legal, political, social and economic
developments in the Group’s host countries;• developing institutional tools that demonstrate the specificnature of Edenred’s solutions vis-à-vis e-money or payment
services;• participating in public debate, in order to remain a preferredcontact of international organizations, European institutions
and national decision-makers, in defending Edenred’s
interests and promoting its business model.
In some countries, specific organizations issue payment
instruments and manage e-money or payment services under theoversight of the local supervisor in order to comply with legal
and regulatory requirements applicable to certain solutions. This
is notably the case in France, Brazil, the United Kingdom, Belgium
and Mexico.

• identifying the core players that are involved at theinternational, the European and the national level, anddeveloping long-term contacts with them;

4.1.2.5

Risks related to corruption, money laundering
and/or terrorist financing schemes

Risk

Measures to manage the risk

As a French company employing over 500 people and generating
total revenue in excess of €100 million, Edenred must comply
with all provisions of France’s Sapin 2 Act concerningtransparency, the fight against corruption and the modernizationof the economy.

The Legal & Regulatory Affairs Department has prepared andcirculated anti-corruption processes to executive management inall of the Group’s subsidiaries. These processes are based on
corruption risk mapping, an Anti-Corruption Code of Conduct,
policies, procedures and other solutions designed to contain therisks identified, as well as a whistle-blowing procedure.

As a stakeholder in the deployment of social policies in most of
the countries in which it operates, working for both businesses
and local authorities, the Group may be exposed to a risk ofpassive or active involvement in processes of corruption. In 2023,
neither the Group, nor its subsidiaries or employees were
subject to any legal proceedings, convictions or fines forviolations of anti-corruption laws. The Compliance Department is
not aware of any substantiated cases of corruption or bribery. In
the event of a conviction or simply substantiated cases, theGroup undertakes to take appropriate sanctions, including
dismissal of the employees involved.
By their nature, the Group’s specific-purpose payment operations
are relatively unexposed to the risks associated with money
laundering and the financing of terrorism. Nevertheless, somespecific solutions could be misused for the purpose of money
laundering or even financing terrorist organizations or actions. As
the transition to digital solutions accelerates and due diligencerequirements applicable to regulated payment services are
increasingly stepped up, additional resources are being deployed.
In some countries, particularly in Latin America, subsidiaries mustcomply with regulations designed to combat organized crime,
money laundering and/or the financing of terrorism. This is also
the case for four European subsidiaries with licenses to conductbusiness as e-money institutions, including one UK-based
subsidiary, and Group businesses covered by e-money or
payment service regulations.

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In anticipation of Directive (EU) 2019/1937 on the protection ofwhistle-blowers being transposed into French law, the Group
updated its Charter of Ethics in early 2021 and made it the scopeof its internal whistle-blowing process. By end-2023, over 93% of
employees had completed the anti-corruption training module.
The Group’s Compliance Department assists subsidiaries toensure compliance with the laws and regulations designed tocombat organized crime, money laundering and/or the financing
of terrorism.
The three European e-money issuers have appropriate antimoney laundering and anti-terrorist financing policies in place totake account of the latest regulations applicable within theEuropean Union.
Training on the risks associated with money laundering and/or
terrorist financing schemes has been provided to all Group
employees since 2021. By end-2023, over 88% of employees hadcompleted this training module.

Risk factors and management
Risks and measures to manage the risks

4.1.3

Cybercrime and information system risks

4.1.3.1

Cybercrime risks

Risk
In the normal course of business, the Edenred group and/or its
service providers use a certain number of IT tools andinformation systems, in particular to manage digital media andfor prepaid program management, notably as part of its payment
operations. In the face of mounting cybercrime, the Group is
more exposed to the risk of cyberattacks that may impair theavailability, integrity or confidentiality of confidential or sensitive
data for Edenred or its clients.

Technical measures to boost data security
and detect threats
Security measures implemented by the Edenred group toprevent security incidents mainly take the form of access rights
management, access traceability, surveillance of internal andexternal networks (internet and darknet), external audits ofsensitive services, anti-malware software on workstations andservers, securing of inbound and outbound access (firewalls,
proxies, WAFs, VPNs) and encryption of workstation hard drives.

Measures to manage the risk

Deployment of a new cybersecurity program

In 2019, Edenred’s Information Systems Security & ComplianceDepartment began restructuring its Group-level cybersecurity
teams to deal more effectively with cybercrime risks (see also
section 5.4.2.1 “Group commitment to IT security”).

In 2020, the Edenred group launched a new cybersecurity
program in its Information Systems Security & ComplianceDepartment. The aim of this program is to continuously enhancecybersecurity within the Group and its subsidiaries, as far as
possible in line with the highest international standards.

Analyses and feedback from the November 21, 2019 attack were also
used to reinforce protection and resilience against potential attacks.
At the same time, the Group regularly conducts internal orexternal audits on sensitive IT sites and infrastructure, inparticular to monitor safety and improve quality if needed.

4

The program notably covers governance, security by design,
cybersecurity awareness, vulnerability and corrective patch
management, IT infrastructure and computer application
security, public cloud environment security, access and identity
management, cybersecurity incident management and theresilience of critical IT systems.
The program will tie in with personal data protection
requirements and drive a continuous and sustained improvementin IT systems security throughout the Group. The solutions andoversight systems designed as part of the program are thenrolled out to all Group subsidiaries.

4.1.3.2

Information system risks

Risk
In the normal course of business, the Group and/or its service
providers use a certain number of IT tools and information
systems. The main risks concern information system downtime
and data availability and confidentiality, particularly for personal
data. If the IT infrastructure, applications or data transmission
networks were to fail, or data center or network security were
to be breached, or data were lost – accidentally or intentionally –or used for fraudulent purposes, this could disrupt the Group’sbusiness operations. This is particularly true for certain pooled
applications such as transaction authorization platforms. The lossof confidential information could undermine the trust of
corporate clients, resulting in a loss of business volume andexposing the Group to the risk of being ordered to pay fines ordamages.

In addition, the Group develops and deploys standardized
information systems throughout its subsidiaries that provide thesame types of product, promoting synergies and reducing risks.
Lastly, since 2020, the Group has been implementing an
ambitious initiative to improve the resilience of its information
systems and related incident management. This approach,combined with extensive use of cloud-based solutions, has led
the Edenred group to downgrade its assessment of the impact of
information system risks.

Information system availability
The IT teams ensure high availability of information systems via
the following measures, implemented at either the subsidiary or
the Group level:• infrastructure monitoring software;

Measures to manage the risk

• risk alert applications;

The Group and/or its service providers have back-up systems
for these databases, located in highly secure data centers.
These data centers are subject to strict administrative andtechnical monitoring and safeguarding procedures covering andrestricting physical access to the centers themselves and theinformation systems they house.

• support teams at the local, the regional and the international
level that provide continuous assistance during businesshours;• on-call support staff that provide assistance outside businesshours;• a technical contingency plan setting out the process to follow
in order to switch from one environment to another.

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Risks and measures to manage the risks

Data protection

Program code quality management

The IT teams ensure data protection via the following measures,
implemented at either the subsidiary or the Group level:• user access rights management;

The IT teams ensure the quality of IT programs via the following
measures, implemented at either the subsidiary or the Group level:• dedicated development and test environments for eachapplication, when necessary and possible;• increased monitoring of privileged administrator accounts;• intra-data center application filtering (communication between
third-party front-end applications, servers and data bases);• data encryption, when necessary (data bases, data transmission,etc.);• data storage encryption on laptop computers, where appropriate.

Data retention
The IT teams ensure data retention via the following measures,
implemented at either the subsidiary or the Group level:• regular, scheduled application environment back-ups withdata retained in accordance with country-specificrequirements;• regular, scheduled database back-ups with data retained inaccordance with country-specific requirements;• secure storage spaces where users can back-up work files;• scheduled email back-ups with data retained for six months.

Protection and retention of personal data
As an employer and service provider, Edenred is particularly
exposed to the rules governing the protection of personal data.
Edenred has therefore established a dedicated governancestructure, organization, set of tools and series of processes at alllevels of the Group, in order to provide training, support andexpertise in its operations. Edenred’s information systemsecurity and data protection policies are widely circulated within
the Group and are based notably on an approach that privileges
the principle of privacy by design.

• dedicated User Acceptance Testing (UAT) environments;• dedicated pre-production environments where modifications
to applications are tested prior to moving to production;• dedicated production environments.
In addition to these resources, Edenred has also developed
automated integration and deployment processes, or adevelopment, security and operations (DevSecOps) approach.
This includes automated reviews and code testing, combining
quality, security and agility.
Lastly, intrusion tests are regularly carried out on the Group's
applications most exposed to cyber risks. These tests are a wayto i) assess the applications' capacity to resist attacks, andii) strengthen them. More than 200 tests were conducted in
2023. The weaknesses identified were systematically remedied
as soon as possible.

Use of cloud computing services
The Edenred group has a corporate private cloud solution to
improve its level of IT security, in particular by protecting data
centers and their availability and standardizing incident
management and back-ups. The cloud is accessible via a wide
area network (WAN) which the Group has developed jointly witha leading market player.
Alongside this private cloud, in 2018 Edenred unveiled a public
cloud solution that enables the Group to provide its subsidiaries
with more flexible solutions, especially when deploying new
applications. Since 2020, certain Group operations have migrated
all of their functions over to public cloud solutions. This
migration to the cloud is set to continue as part of the process ofenhancing the Group’s product and service quality.
These combined solutions ensure a high level of application
availability and data security.

4.1.4

Group strategy and competitive environment risks

4.1.4.1

Competitive environment risks

Risk
The Group’s businesses are exposed to strong competition fromboth international groups and local competitors (seesection 1.3.2 “Competitive environment and comparable listedcompanies”, for a description of the Group’s main competitors).
One or several markets may be penetrated by new entrants.
These may be new companies, or existing companies that arechanging their positioning in one or more markets. Competitive
pressures may lead to tension in some countries, resulting incontracts not being renewed or making it more difficult to win
new contracts. If the Group is unable to effectively withstandthese competitive pressures from new entrants, it may lose
market share or experience a decline in business or margins.

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In countries where Edenred has strengthened its leading
position, certain competitors or commercial partners may be
tempted to claim that the Group has used this position to
circumvent or distort market rules.

Measures to manage the risk
To compete effectively against the main players in its markets,
the Group applies a strategy of innovation and competitive
differentiation in terms of product offer, positioning, customer
experience and value for money.
In line with this strategy, Edenred is continuing to invest indigitalizing its product platforms and thereby develop highly
relevant and innovative solutions for the world of work, with an
outlay of around €190 million in 2023.

Risk factors and management
Risks and measures to manage the risks

Edenred has also developed new services such as mobile
payment and payment using application programming interfaces(APIs) to give users a different payment experience. Thisdifferentiation strategy forms the basis of balanced and long-lasting
relations with the Group’s various stakeholders, in particular byproviding clients and merchants with value-added, data-powered
services. In its Benefits & Engagement business, the Group isaccelerating the rollout of its Beyond Food strategy with the
deployment of employee engagement platforms that enhance
its employee benefits offer (acquisition of Reward Gateway andGOintegro). In its Mobility business, the Group is continuing to

4.1.4.2

4roll out its Beyond Fuel strategy, stepping up the deployment of
its Brazilian platform enabling fleet managers to manage all
vehicle-related services as well as its European offering forelectric and hybrid fleets (vehicle charging service).
In addition, to capture the potential of its existing base of clients,
partner merchants and end users, the Group continues toimplement customer satisfaction measurement, retention andcross-selling tools. Edenred is also expanding into new market
segments, such as Corporate Payment Services, where it in turnis playing the role of a newcomer challenging the positions ofmarket incumbents.

Risks associated with the acquisition strategy

Risk

Measures to manage the risk

The Group’s strategy is based in part on external growth, mainly
through acquisitions. It may not be possible to identify credibletargets or to close deals at the right time and the right price.

In line with its strategy, and notably its goal of maintaining a
Strong Investment Grade rating, the Group applies strict criteria
for vetting acquisition projects, particularly in relation toforecasts of recurring revenue and positive impacts on its
financial statement and ESG indicators.

In addition, in order to obtain approval from competition
authorities for acquisitions in one or several jurisdictions, theGroup may have to accept certain conditions such as arequirement to dispose of certain assets or business units.
There are a number of risks associated with acquisition
strategies: (i) the business plan assumptions underlying thevaluation of the target may prove to be wrong, particularly thoseconcerning future commercial synergies and estimates ofrevenue growth, (ii) the Group may not be successful in
integrating the acquired company, its technologies, productranges and employees, (iii) the Group may be unable to retain all
key customers of the acquired company, and (iv) the Group may
have to take on additional debt to finance the acquisitions.
Consequently, the benefits of current or future acquisitions may
not be obtained within the forecast period or may fall short of
expectations or adversely affect the Group’s financial position.
Lastly, acquisitions generate risks linked to intangible asset
valuation. Goodwill and other intangible assets with an indefinite
useful life are tested annually for impairment. Net goodwill
carried in the consolidated balance sheet at December 31, 2023
amounted to €2,779 million while net intangible assets totaled€1,253 million.

When a new business is acquired, the Group’s M&A teams,
liaising closely with the Strategy teams, coordinate accounting
and financial, strategic and technological due diligence work
involving teams from other Group functions and external
consultants. As part of these investigations, Edenred seeks toanalyze the quality of the identified target, in particular on threefundamental aspects for the Group: the customer portfolio, themanagement team and the technology on which the products
are based.
An integration plan is also prepared and the necessary resources
are made available for its implementation. In particular, an Internal
Audit is performed without delay, internal control principles are
established and the Group’s financial systems are deployed. In
connection with the Reward Gateway acquisition in 2023, a
dedicated integration team was set up as of day one to achieve
the business plan goals (including synergies to be unlocked) and aseamless integration within the Group.
As regard intangible asset valuation risks, business assumptions
and forecasts are prepared periodically, including a strategic planand budget drawn up each year for each of the subsidiaries. The
strategic plan and the budget are analyzed and, where necessary,an appropriate action plan is developed.
In addition, one of the objectives of the Beyond22-25 strategic plan
is to maximize organic growth by leveraging clearly identified
growth drivers, such as growth in the SME segment, which would
free the Group from the need to rely on external growth alone
for its development.

4.1.4.3

Risks associated with the partnership strategy and other strategic agreements

Risk
In the course of its business, the Group may use partners’
technologies, IT applications or networks, particularly for digitaltransactions. Any disagreement concerning the renewal of any
such partnerships or user licenses may have an adverse effect on
the Group’s business.

In addition, agreements are being implemented with clients andmerchants to enable employee users to use the Group’s
solutions. As a result, the non-renewal of any of thesepartnerships may have an adverse effect on revenues from thesolutions concerned.
Lastly, the Group has set up partnerships for third-party
distribution of the Group’s solutions, such as the partnerships
entered into in 2023 with Stairwage in France to enable corporateclients to offer their employees salary advance solutions.

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Risk factors and management
Risks and measures to manage the risks

Measures to manage the risk
As part of the Beyond 22-25 strategy, the operating entities are
responsible for identifying and forging relevant partnerships to meetthe expectations of customers and users of their solutions. This brief
includes regularly exchanging with partners and monitoring
partnership performance, in compliance with Group guidelines.

4.1.5

This partnership management system, based on regular exchanges
between our partners, the operating entities involved and the Group,
ensures that each party respects its contractual commitments overthe long term and enables the Group's best practices to be shared.
Lastly, the application-based strategy deployed by the Group IT
Architecture Department ensures a modular approach to acquisitionof and expertise in key technologies.

Operational risks

The main operational risks concern business continuity and voucher fraud.
The Group is also exposed to other operational risks such as internal fraud with a lower level of criticality.
These risks are examined in detail below.

4.1.5.1

Voucher fraud risks

Risk

Measures to manage the risk

The Group is exposed to voucher fraud risks including forgery,fraudulent use, fraudulent requests for reimbursement and theftof paper, card and/or paperless vouchers.

To limit the risk, the Group continued to accelerate the migrationfrom paper to digital solutions. This was given added impetusby the measures taken to contain the spread of Covid-19.
Dematerialization and digital solutions automatically reduce
exposure to the risks associated with paper solutions.

In the case of paper vouchers, risks mainly relate to the
distribution of fake vouchers, voucher forgery and voucher theft.
For example, the Group may be asked to accept forged or stolen
vouchers presented by corporate clients for reimbursement.
In the case of cards or digital solutions, the main risks concern
the fraudulent use of card details for online purchases (after thecodes have been stolen using email scamming and phishing or byforging cards). Forging cards or “skimming” involves stealing or
obtaining card data (by hacking the information system, forexample) and then copying these onto another card. The risk ofactual card theft is minimal.
Combating the risk of digital solution forgery or theft requires
much greater sophistication than for risks associated with paper
vouchers. In 2023, the Group stayed alert and ready to adapt to
new scams and larger volumes of attempted fraud.

4.1.5.2

In addition, the Group has dedicated resources for integrating
fraud prevention and detection mechanisms into digitalsolutions. Payment instrument and transaction security is being
constantly improved through technological improvements, suchas by equipping the cards with a smartcard chip, incorporatingstrong authentication solutions, stepping up security checks atpayment terminals or introducing international standards,
thereby helping to enhance data security.
At the same time, the Group has resources specifically dedicatedto preventing fraud. Awareness raising initiatives were organized
for all employees in 2023. The Group also has a policy ofpurchasing insurance to cover fraud risk, as explained in section
4.3.2 “Risks transferred to the insurance market”.

Business continuity risk

Risk

Measures to manage the risk

Business continuity is a key component of the Group’s value
proposition for its corporate clients, the employee users of its
solutions, and the partner merchants that accept these solutions,
together with the public authorities that deploy Benefit &Engagement-type programs.

The risk of inability to authorize digital solution transactions is managed
by securing the continuity of transaction authorization platforms. Thisis made easier by centralizing all transactions on a limited number ofplatforms, most of which are managed by the Group.

The Group is exposed to two main business continuity risks:(i) the risk that its solutions cannot be used, notably in the eventof inability to authorize digital solution transactions, and (ii) therisk of the Group not being able to carry on its business moregenerally, linked to a major failure of internal processes or
essential service providers or loss of a license needed to dobusiness in certain countries.

The risk of internal failures and cybersecurity risk is managed by aseries of protection measures that include internal control andaudit processes, information system back-ups and deployment ofdisaster recovery and business continuity plans.
The risk of service provider failure is handled by tracking service
provider performance and stipulating and enforcing strict
contractual requirements, especially in terms of service availability
and continuity.
The risk of losing a license needed to do certain business incertain countries is managed locally by executive management of
the subsidiaries.

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Risk factors and management
Legal and arbitration proceedings

4.1.6

4

Climate risks

The services sector is relatively unexposed to climate risks. However, the shift toward a low-carbon economy could notably have an
impact on some of the Group’s Mobility solutions. Mindful of this, in 2023 Edenred carried out a more detailed analysis of the climate
risks that could impact its activities.

4.1.6.1

Transition risks related to climate change

Risk

Measures to manage the risk

The transition to a low-carbon economy, including the
introduction of carbon tax policies, standards, obligations andbans to regulate emissions or incentives to use alternative
energy sources, could have an impact on the market for some of
the Group’s Mobility solutions. In 2023, for example, under theGreen Deal, the 27 EU member states together with the UK
validated a zero-emissions target that will force new vehicles(cars and vans) to have zero CO2 emissions from 2035. The
introduction of targets for reducing the carbon footprint of roadtransport (heavy-duty vehicles) is also an EU strategic priority.

The transition to electric vehicles represents an opportunity for
Edenred by increasing its addressable market. This is because
operating an electric or mixed vehicle fleet requires asophisticated approach to fuel management, creating an
opportunity for the Group to offer a wider range of services andsolutions. In so doing, Edenred aims to become the orchestratorof electric vehicle charging for companies. Edenred offers acomprehensive solution for the employees of its corporateclients, spanning charge cards, charging stations and associatedservices, so that they can charge up their vehicles on the road, at
the workplace and at home.

The development of the electric vehicle market and the risk of
new competitors specializing in electric vehicle charging could
also impact some of these Mobility solutions.
For example, according to the European Automobile Manufacturers
Association (ACEA), electric and plug-in hybrid vehicles accounted
for 23% of all new vehicle sales in Europe in 2023.
Currently, however, less than 5% of all vehicles on Europe’s roads
are electric. Over the next five years, light vehicle fleets (cars,vans) across the continent are set to add more and more electricvehicles to their ranks. The light vehicle fleet segment in Europe
represents less than 25% of the Group’s Mobility business. Other
segments (commercial and heavy-duty vehicles) have begun
transitioning to electric powertrains and could step up their efforts
from 2025 onward, depending on how fast the technology andregulatory environment develops.

4.2

These considerations are being factored into the Group’s
ongoing Beyond Fuel strategy, which is aimed at offering
additional services to clients by developing maintenancemanagement, unified electronic toll and VAT recovery services
for transportation companies.
The Group also supports the ecological transition through its
business activity by developing green, sustainable mobility
services and by bringing its customers more environmentallyfriendly solutions (see also the measures described in
section 5.3.2.1 “Eco-designed solutions”). Mindful of this,Edenred set up an e-mobility entity in 2023, integrating all its
activities related to electric vehicle charging solutions (i.e., design
and marketing).

Legal and arbitration proceedings

In the normal course of business, the Group may be involved or
become involved in legal and arbitration proceedings and may besubject to tax or government audits.

The method used to provide for or recognize liabilities complies
with the applicable accounting standards (see section 3.2.6,
Note 10.2).

Information about legal or arbitration proceedings in progress,
pending or threatened that may have, or have had in the recent
past, significant effects on the Group’s financial position,business or results of operations is provided in section 3.2.6,
Note 10.3 “Claims, litigation and risk” to the consolidated
financial statements.

Provisions for litigation are recorded on receipt by the Group of
a notice of claim or summons, based on an assessment of therelated risk made by the Group and its advisors. They arepresented in section 3.2.6, Note 10.2 “Provisions” to theconsolidated financial statements.

To the best of Edenred’s knowledge, no other governmental,
legal or arbitration proceedings that may have a significant
impact on the financial position of the Group have been initiatedagainst it or any of its subsidiaries.

Edenred has not entered into any material off-balance sheet
commitments other than those disclosed in section 3.2.6,
Note 11.5 “Off-balance sheet commitments” to the consolidated
financial statements.

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Risk factors and management
Transferred risks

4.3

Transferred risks

4.3.1

Risks transferred to suppliers

The Group transfers some risk to suppliers via contract negotiations. The Group has a Purchasing Department to negotiate important
supplier contracts, especially services supplied to a number of subsidiaries. This contractual risk transfer policy helps reduce the Group’s
residual exposure to operational as well as to information systems and cybercrime risk.

4.3.2

Risks transferred to the insurance market

Edenred transfers part of its risks onto the insurance market
through business-specific insurance programs that protect its
businesses and assets in all host countries. They consist ofinternational programs that set common standards fortransferring risks to insurers and optimizing cover by poolpurchasing within Group entities. To diversify counterparty risks
associated with these international programs, they are spread
between around a dozen top-ranking insurers, none of which
covers more than 30% of the total capacity transferred to theinsurance market. In 2023, 100% of the Group’s programs
involved insurers with an insurer financial strength rating higher
than A- from Standard & Poor’s.
Key insurance cover taken out by the Group and transferred tothe insurance market includes:• professional and civil liability insurance covering liability
incurred by Edenred in the course of its business activities.
This covers the Group’s potential financial liability in the eventof bodily injury, material and/or immaterial damage caused tothird parties. The Group has set up an international insurance
program that covers all entities throughout the world thanks
to local country-specific policies;• property and casualty and business interruption insurance
covering Group assets throughout the world against
accidental risks such as fire, natural disasters and other similarrisks. It also covers any interruption to Edenred’s business as aresult of such events together with problems encounteredwith suppliers following an accidental event covered by apolicy taken out by the Group. The individual sites purchaselocal cover in addition to that provided by the international
program. Edenred operates close to 200 sites in 45 countries;• anti-fraud insurance covering financial losses suffered by theGroup as a result of fraud or hostile acts committed either by an
employee of the insured (internal fraud) or by a third party. This
policy covers paper fraud as well as payment fraud, fraudulent use
of cards issued by the Group. The Group has set up a worldwide
insurance program rounded out by local policies taken out incountries in which a need has been identified;

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2023 Universal Registration Document — Edenred• digital risk insurance covering the harm suffered/liability
incurred by the Group as a result of an attack on its
information systems or theft or a leak of data. This worldwide
policy has been brought into line with the requirements of EU
legislation to protect personal data. It is rounded out by local
policies taken out in countries in which a need has been
identified;• transportation and storage insurance covering the cost of
goods stolen during transportation and/or storage. Edenred
has taken out an insurance policy that covers Group entities
exposed to transportation risk.
The Group’s international insurance program is rounded out by
policies taken out in the countries in which Edenred does
business. This coverage offers specific types of insurance neededin the different countries and only available locally (e.g., vehicle
liability insurance).
To maximize the efficiency of its insurance arsenal, theGroup has chosen to self-insure against low-intensity and/or
infrequent risks. Self-insurance is based around contractual
deductibles and/or a reinsurance captive acquired in 2014.
• Insurance deductibles are intended to cover low-intensity risks
and per-loss deductibles are adapted to each risk in line with
Edenred’s financial capacity to bear the amounts in question.
No adjustments were made to insurance deductibles during
the year.
• As a primary protection measure, Edenred’s reinsurance
captive commits to insuring a certain amount of each risk
covered. In addition to helping the Group to optimize the costof transferring risk by retaining low-intensity and infrequent
risks, the reinsurance captive also enables Edenred to address
new risks that are specific to its businesses and to manageother risks in accordance with risk appetite in the insurance
and reinsurance markets. There was no change in the level ofrisk retained by the Group reinsurance captive during the year.
In 2023, Edenred maintained the same level of coverage for its
policies. The Group continues to closely track the terms andconditions on offer on the insurance market.

Risk factors and management
Internal control and risk management procedures

4.4Internal control and risk management procedures

4.4.1

Internal control definition and objectives

Edenred observes the highest standards in terms of internal
control and financial information. Internal control is a process
defined and implemented by the Board of Directors,
management and employees to provide reasonable assurance
regarding the achievement of objectives in the following areas:• application of the instructions and directional guidelines fixedby Executive Management;• compliance with the applicable laws and regulations, andadherence to the Group’s corporate values;• prevention and control of risks, particularly operational andfinancial risks;• optimization of internal processes to guarantee operational
efficiency and efficient use of resources;• production of high quality, fairly stated accounting, financial
and management information.
To fulfill each of these objectives, the Group has defined andimplemented the main principles of internal control, based
mainly on the Internal Control Framework defined in the reportof the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) applicable to date, and on the latest Internal
Control Reference Framework of the French financial markets
authority (Autorité des marchés financiers – AMF) and related
recommendations.
These principles are underpinned by:• management policies that foster the development of aninternal control culture and promote integrity;

4.4.2• the identification and analysis of risk factors that may prevent
the Group from meeting its objectives;• an organization and procedures designed to ensure that thestrategies defined by Executive Management are
implemented;• periodic reviews of control activities to seek out potential
areas of improvement;• procedures for the communication of information about
internal control.
By helping to anticipate and control the risks involved in notmeeting the objectives the Group has set for itself, the internal
control system plays a key role in conducting and monitoring its
various activities. However, internal control cannot provide
absolute assurance that the Group’s objectives will be met.
One of the objectives of the internal control system is therefore
to anticipate and control the risks arising in the course of theCompany’s business, as well as the risk of errors or fraud,particularly in the areas of accounting and finance. However, as
stated in the AMF’s Internal Control Reference Framework,
internal control procedures cannot provide absolute assurance
that the Group’s objectives will be met, no matter how well thesystem is designed or how well the procedures are applied.
The following description of the Company’s internal control
systems was prepared based on the AMF’s Internal Control
Reference Framework and its application guide.

Summary description of internal control procedures

The internal control system described below covers the parent
company and all of its consolidated subsidiaries, which areresponsible for implementing the instructions and directionalguidelines fixed by Executive Management, including internal
control objectives. Each subsidiary’s internal control system
includes both the procedures defined at the Group level and

4.4.3

4

business-specific procedures that take account of the subsidiary’sorganization, culture, risk factors and specific operating
environment. As the parent company, Edenred SE is responsible
for ensuring that adequate internal controls exist and areapplied, in particular to the accounting, financial and operatingprocedures of fully consolidated subsidiaries.

Main participants in the system of internal control

Internal control procedures are part of the policies defined by the Board of Directors and are implemented under the direct
responsibility of the heads of the operating divisions and corporate functions. Internal control is everyone’s responsibility, from
corporate officers to front-line employees.
The main structures responsible for overseeing the internal control system are as follows:

4.4.3.1

Executive Management

In accordance with the law and the Group’s bylaws, the Chairman
and Chief Executive Officer represents the Company in its
dealings with third parties and has the broadest powers to act onbehalf of the Group in all circumstances. The situations where
exercise of the Chairman and Chief Executive Officer’s powers is
subject to the prior approval of the Board of Directors aredescribed in the report on corporate governance in Chapter 6.
For the purpose of carrying out his duties, the Chairman andChief Executive Officer has set up an Executive Committee
comprising representatives from all of the operating divisions
and corporate functions. The Executive Committee members are:• Executive Vice President, Human Resources & Corporate
Social Responsibility;• Vice President, Communications;• Chief Operating Officer, Payment Solutions & New Markets;• Chief Operating Officer, Benefits & Engagement;• Chief Operating Officer, Mobility;• Executive Vice President, Legal & Regulatory Affairs;• Executive Vice President, Strategy, Marketing and Transformation;• Executive Vice President, Finance;• Executive Vice President, Global Technology.

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Internal control and risk management procedures

4.4.3.2

Group Finance

The Executive Vice President, Finance is responsible for
implementing the Group’s financial policies, in particular bycommunicating to the subsidiaries the accounting principles andstandards used to prepare the consolidated financial statements.
Group Finance is organized around the following departments:• Group Internal Audit, which includes the operating andfinancial Internal Audit teams, as well as information systems
Internal Audit teams;• Treasury & Financing;• Group Management, Accounting and Consolidation Control,
responsible for overseeing the following units:• Group Consolidation,• Edenred SE Accounting,• Performance;• Finance Transformation;• Corporate Finance, Mergers & Acquisitions;• Financial Communications;• Group Tax;
• Purchasing.
Group Finance maintains regular contact with the Statutory Auditors,
who audit the financial statements of the Company and the Group inaccordance with the applicable laws and regulations.

Group Internal Audit
Reporting to the Chief Financial Officer, the Head of Group Internal
Audit has permanent access to the Chairman and Chief Executive
Officer to whom he presents a report of his activities at least twice ayear. Similarly, the Head of Group Internal Audit presents theresults of his work directly to the Chairman of the Audit and Risks
Committee once a year. The Internal Audit Department is one of thecornerstones of the internal control system.
Its role is to objectively assess the degree of risk management
and contribute to improving internal control standards. It
performs audits based on the multi-year audit program approvedby the Board of Directors via the Audit and Risks Committee.
The team comprises operations auditors and information
systems auditors, reporting to a head of department.
Internal Audit is defined in the professional standards of theInstitute of Internal Auditors (IIA) as “an independent, objective
assurance and consulting activity designed to add value andimprove an organization’s operations and information systems.”
The internal auditors help the Group to meet its objectives byassessing its risk management, control and governanceprocesses according to a systematic and methodical approach,and making proposals to improve their efficiency.
The Internal Audit Department’s procedures are fully aligned withthis definition. Its methods and procedures for reporting on its work
are described in the Internal Audit Charter. This charter defines theframework for Internal Audit activities within the Group, based on

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the professional guidelines issued by IFACI (operations and financial
audit) and ISACA (information systems audit), IIA affiliates, which
require internal auditors to observe the highest ethical standards. It issigned by the Chairman and Chief Executive Officer, the Executive
Vice President, Finance and the head of Group Internal Audit, andapproved by the Group’s Audit Committee. Group Internal Audit has
had IFACI Professional Certification for its professional activities sinceNovember 2017.
Group Internal Audit coordinates its audit plans with the
Statutory Auditors’ work plans. In 2023, the Group Internal Audit
team comprised the head of department and eight auditors(four operations auditors and four information systems auditors).

Treasury & Financing Department
This department is responsible for the tracking, security,transparency and efficiency of the Group’s cash management
and financing transactions. Its activities include:• managing financial resources to preserve the Group’s liquidity
position, in agreement with the Executive Vice President,
Finance;• managing cash positions;• quantifying and hedging financial risks (particularly currency
and interest rate risks);• managing banking relationships;• supporting subsidiaries in their management choices andassisting Executive Management in arranging financing for
new projects.

Group Management, Accounting and Consolidation
Control Department
This department supervises and manages Group Management
and Consolidation Control teams and the Group Parent Company
Accounting Department.
It is responsible for relations with the Group’s Statutory Auditors.
The role of the Group Consolidation unit consists in consolidatingGroup companies at the level of the parent company, Edenred SE,
which owns all of these companies either directly or indirectly.
Each consolidated subsidiary produces a consolidation package inaccordance with Group accounting policies and IFRSs, based on
accounting data generated by their local information systems.
The Group Consolidation unit issues instructions prior to eachperiod-end, setting out the reporting deadlines and describing
any changes in standards, rules or principles that will apply forthe first time. It also provides regular training on consolidation
tools and standards. On receipt of the packages, the Group
Consolidation unit performs the customary checks and controls
before launching the consolidation process. The package reviews
are an opportunity to check the accounting treatment applied torecognize and measure material, unusual and non-recurringtransactions.

Risk factors and management
Internal control and risk management procedures

To help improve the quality of financial information reported byconsolidated subsidiaries, the Chief Executive Officer and the
Finance Director of each consolidated or non-consolidated
subsidiary are required to provide the Group Consolidation teamwith a representation letter at each year-end, certifying that(i) the financial statements comply with Group accounting
policies and principles, (ii) internal controls over the preparationand processing of the financial statements are effective, and(iii) there have been no irregularities involving employees ormanagement. The subsidiaries’ management also provide
additional Human Resources information for the calculation ofpension obligations, as well as comments on material events
for the period and a description of any items that – individuallyor cumulatively – have a material impact on the understanding
and measurement of the subsidiary’s financial statements.
The Group Consolidation team also produces the financial
statements and notes published in the Group’s Annual andHalf-year Reports.

Performance Department
The Performance Department is made up of financial controllers
and managers from Group Reporting.
The Financial Control team is tasked with ensuring that theGroup deploys the right resources to achieve its growth andprofitability objectives. To do this, it draws up management
control guidelines and ensures that they are applied correctly inthe subsidiaries. These guidelines cover both the analyticalframework to be used for the Group’s operating activities andthe financial and non-financial indicators used to understand andmanage these activities.
The Performance Department works closely with operational
teams to ensure that the management framework continues tobe suitable and relevant and to reflect the Group’s changes andgrowth objectives. It also oversees the monthly performance
review process with business line management and Executive
Management.
In performing this duty, it draws on a team of financial controllers,each responsible for a specific region. The Performance team also
works closely with Group Accounting using the same reporting tool.
The Group Reporting team is responsible for producing monthly,quarterly and annual consolidated income statements. The itemsin the income statements of the subsidiaries and the corporate
functions are tracked and analyzed by means of operational andfinancial indicators, which are compared at monthly intervals withthe budget and prior-year actual results. The unit also produces
the data for the Group’s published quarterly revenue reports.
Based on this work, the Performance Department prepares a
Group dashboard and provides it to the Executive Committee,
along with analyses of variances and material trends identified
from the subsidiaries’ monthly management reporting packages.
The Executive Committee attaches considerable importance to
the Group’s planning process, leading to the preparation of theannual budget that rolls down the Group’s strategy into
operational action plans. It is the responsibility of the Group
Performance Department to issue appropriate instructions andguidelines for the teams involved in preparing the budgets.
The department coordinates the planning and budget control
system, which is backed by an instruction manual describing thereporting rules to be applied by all entities, as well as thebudgeting and forecasting procedures.

4

Finance Transformation Department
The Finance Transformation Department brings together theteams responsible for defining and developing financial
processes and the associated financial information systems. It
has the following objectives:• define and roll out common processes and methods
throughout the Group;• develop a comprehensive chain of financial applications toenhance the security and performance of financial operations;• support change within the Group Finance Department andlocal finance departments by leveraging business process
owners (BPOs).
The Group’s financial information systems are designed toensure the security, reliability, timeliness and traceability offinancial information.
They are based on:• a Group accounting system, to be deployed in all of theGroup’s subsidiaries;• a reporting and consolidation system that covers all of theGroup’s operations, thereby ensuring consistency ofaccounting data at the Company and Group levels;• several specialized tools and modules for expense claims, cash
flows, electronic invoicing, cash collection and other processes.
A specifically designed user manual has been prepared andissued to the employees concerned in order to guarantee thatthe systems are correctly used and that the information obtainedis appropriate and relevant.
The Group has also set up processes to ensure the security of thefinancial information systems, as well as the integrity of the data
involved. These include regular back-ups, programmed controlsthat trigger warnings in the event of incorrect data entries, andpayment flow security measures.
The accounting and financial information system is regularly
updated to keep pace with changes in the Group’s specific needs.
The network and all centralized applications are tested periodicallyto ensure that they are adequately protected against intrusion
risk. Regular security audits are also performed.

Corporate Finance, Mergers & Acquisitions
Department
Corporate Finance is responsible for all of the Group’s capitaltransactions such as acquisitions, divestments, mergers and joint
ventures. It provides expertise notably in the valuation andeconomic and financial structuring of acquisitions. Corporate
Finance ensures compliance with Group procedures in theimplementation of due diligence, negotiations with vendors andcorporate finance projects. It assists the Group Accounting
Department in valuation work connected with monitoring merger
and acquisition transactions in the Group’s consolidated financial
statements (impairment testing) and goodwill allocation.
The role of Corporate Finance with respect to mergers andacquisitions involves:• evaluating investment proposals;• coordinating the entire acquisition process, including theacquisition audit, and centralizing the results;• arranging the process for approving investment proposals(organizing the approval Committee meeting, presenting the
proposals to the Group’s Executive Committee, Executive
Management and/or the Board’s Commitments Committee).

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Risk factors and management
Internal control and risk management procedures

Financial Communications Department

Group Tax Department

The Financial Communications Department is responsible forproviding the market and the financial community with clear, accurate
information about the Group’s results, strategy and outlook.

The Group Tax Department’s responsibilities in the area ofinternal control are to ensure that the Group fulfills its
obligations and complies with the applicable tax rules. The
department’s duties include:• identifying the Group’s risk exposures and implementing
policies and procedures to address and attenuate tax risks;

It organizes and conducts ongoing dialogue with shareholders,investors and analysts through press releases, meetings,
telephone conference calls, and the Group’s website.
The Financial Communications Department complies strictly withthe applicable regulatory framework, in particular that of theAMF, and adheres to the principle of equal treatment of all
investors. With the support of the Legal & Regulatory Affairs andGroup Accounting Departments, it is also responsible forreporting all regulated information (periodic and ongoing), whichmust meet transparency, accuracy and regularity requirements.

• monitoring material tax disputes and tax audits of Group entities;• aligning the tax practices of the various Group entities andchecking with the Group’s tax advisors that major transactions
comply with the applicable tax laws;• selecting tax advisors for all Edenred geographies andmonitoring their services and related billings.

All financial press releases and published results are signed off by the
Board of Directors and the Audit Committee prior to publication.

4.4.3.3

Legal & Regulatory Affairs Department

The Group Legal & Regulatory Affairs Department is responsible
for ensuring compliance with all laws and regulations applicableto the Group in all of its host countries, protecting the Group’s
assets and businesses as a whole and defending its interests,
as well as the professional interests of its corporate officers andemployees.
It contributes to internal control in four main areas:• drafting and updating standard contracts and contract
templates for the most common transactions (purchases of IT
and other goods and services, general conditions of sale,product claims, etc.), along with procedures for their use;
• making proposals to the Executive Committee regarding therules to be applied for delegations of authority and for the
distribution and protection of confidential information,
introducing these rules and monitoring their correct
application worldwide;

In the field of risk management, the Compliance & Risks
Department, which reports to the Legal & Regulatory Affairs
Department, is tasked with:• ensuring the appropriateness of insurance coverage in
relation to the risks incurred by the Group;• mapping the Group’s major risks in collaboration with theInternal Audit teams;• monitoring the regulations mentioned in section 1.6.1 of thisdocument (notably payment services and e-money) that may
have an impact on Edenred’s programs;• providing the Group’s subsidiaries with all the support theyneed to understand these regulations and their impact onprograms and organizations.

• selecting external legal advisors, monitoring their services andperformance, and tracking their billings in liaison with theManagement Control Department;• transposing international standards and guidelines into Group
operational requirements.

4.4.4

Internal communication of information and procedures related to accounting
and financial information

The Group ensures that relevant information is communicated ina timely manner to all persons concerned by the system ofinternal control so that they can perform their duties inaccordance with the Group’s standards. To this end, a set ofprocedures describing best practices and reporting processes has
been circulated internally.

Internal controls over accounting and financial information are
designed to provide assurance that:• the financial information produced by consolidated
subsidiaries is reliable and that the financial information
published by the Group is fairly stated and complies with thetrue and fair view principle; and• adequate safeguards are in place to protect against the risk oferrors, inaccuracies or omissions in the Group’s financial
statements.
Edenred refers to the AMF’s Internal Control Reference
Framework and the guide to its application to internal controls
over accounting and financial information.

4.4.4.1

Corporate values and principles

The Group’s internal control system forms part of the corporate values expressed by the Board of Directors and Executive Management
and communicated to all employees. Rules of conduct and integrity have been drawn up covering the areas of employee behavior andrelations with customers, shareholders, business partners and competitors.

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Risk factors and management
Internal control and risk management procedures

4.4.4.2

4

Procedure manuals and accounting principles

A Finance Manual is issued to all Group Finance Departments,
describing:• the closing process for the monthly management accounts;• the layout of the Group’s charts of accounts;• consolidation principles and accounting standards and policies
used by the Group.
The manual also includes the Treasury Charter, which describes:• cash management procedures;• the principles to be followed concerning the holding of
payment instruments and the approval of expenditures;• the role and organization of cash pooling systems.
A presentation of International Accounting Standards/International
Financial Reporting Standards has been prepared by the GroupAccounting Department and made available to all Group
employees concerned.
Lastly, consolidation instructions detailing the financial reporting
schedule and specific adjustments to be made to thesubsidiaries’ local financial statements are issued every six
months to the various Finance Directors and consolidation
teams. They are archived on the dedicated intranet.

The subsidiaries’ consolidation packages, including adjustments
to comply with Group policies, are prepared by the local
accounting teams using as a reference the Group Finance
Manual, which describes the accounting recognition andmeasurement rules. The manual presents the basic concepts
applied for:• the preparation of the financial statements, such as the going
concern principle;• accounting periods;• reliability concepts.
It is regularly updated to reflect changes in French laws andregulations governing the preparation of consolidated financial
statements.
The Finance Manual also describes in detail Group principles forthe recognition, measurement and presentation of the main
financial statement items, including:• descriptions and definitions of income statement items, andthe consistency tests to be performed such as the tax proof;• rules governing the recognition and presentation of balance
sheet and off-balance sheet items;• rules governing the measurement of certain items based on
estimates;• accounting and reporting principles for intra-group transactions.

4.4.4.3

Reporting procedure

The Reporting Department is responsible for overseeing thereporting procedure described in the Finance Manual. This
procedure requires local teams to submit monthly reporting
packages comprising an analysis of key business indicators andthe main components of income, in the format prescribed by theGroup. All reporting data submitted by local subsidiaries must be
analyzable by nature, function and solution and enable
off-balance sheet commitments to be identified and managed.

4.4.4.4

Internal Audit reports

A draft report is prepared after each Internal Audit, settingout the auditors’ findings, identified risks and related recommendations.
This report is sent to the management of the audited entity, which
prepares an action plan.
The final report, which includes the action plan prepared by theaudited entity, is then sent to the members of the Group
Executive Committee in charge of overseeing operational andfinancial matters for the entity concerned, as well as thecorporate support functions and Executive Management.

4.4.5

The reporting procedure is designed to provide a detailed
analysis of monthly changes in consolidated financial andoperating results, to support resource allocation decisions andmeasure the efficiency of the various organizations. Reported
data are compared to the budget and to prior-year actuals to
detect any emerging trends or unexplained variances.

The Audit and Risks Committee receives a half-yearly summaryfrom the Group Internal Audit Department of the Internal Audits
carried out during the period, including a status report on theannual audit plan, an assessment of the quality of internal
control in the audited entities, and the internal auditors’ main
observations.

Identifying and analyzing risks

The Group identifies and analyzes the key risks that, if they occurred, would affect its ability to fulfill its objectives. It takes theappropriate measures to limit the probability of these risks occurring and the consequences if they do.

4.4.5.1

Identifying and assessing major risks for the GroupThe Group is exposed to a number of risks in the normal courseof business.
These risks, together with the related control procedures, aredescribed in Chapter 4 “Risk factors and management”. Internal
control procedures are implemented under the direct

responsibility of the heads of the operating divisions andcorporate functions and Group Internal Audit, and form part ofan on-going process of identifying, assessing and managing risks.
The results of the analysis of non-financial risks are detailed in
section 5.1.4.

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4

Risk factors and management
Internal control and risk management procedures

4.4.5.2

Internal control self-assessments

The Group has developed internal control self-assessments,
based on analyzing the internal control risks inherent in eachbusiness and identifying key control issues.

Data obtained from the internal control self-assessment
procedures are centralized annually at the country level, with theassistance of the Group Internal Control team.

The Group places considerable emphasis on preparing, issuingand monitoring internal control self-assessment procedures. The
self-assessment procedures are implemented by all Edenred
entities that sell prepaid solutions in paper voucher, card andother formats. These systems are compatible with existing
internal control standards and processes.

Internal control risk maps are also used to plan the work performedby Group Internal Audit. These maps, which highlight issues that
require priority action, are included in the relevant Internal Audit
reports and are periodically presented in summary form to the
Executive Committee and the Audit and Risks Committee.

4.4.5.3

Analyzing IT security risks

To round out the risk identification and assessment work
conducted as part of the Group risk mapping process and theinternal control self-assessment, the Group Information Systems
Security & Compliance Department advises and assists Executive
Management in defining its IT security policy. It is responsible for

4.4.6

ensuring that the policy is properly implemented, applied andmonitored. It also identifies, organizes, coordinates and leads all
preventive and corrective security measures introduced in all of
the Group’s host countries.

Control activities

To improve control of identified risks, the Group has set up control procedures that comply with its standards and cover both operating
and financial information processes.

4.4.6.1

Preparing and controlling the consolidated financial statements

The consolidated financial statements are prepared by the GroupAccounting Department based on information reported by theentities’ Chief Executive Officers and Finance Directors. The
format of the consolidation packages is determined by the Group.
The entities are responsible for the information contained in theirconsolidation packages and are required to make formal
representations to Group Finance about the fairness of reporting
data and its conformity with Group accounting standards and policies.
The Consolidation unit carries out systematic controls of theconsolidation packages submitted by the entities. A detailed
schedule for reviewing the packages is prepared and sent to theemployees concerned.

4.4.6.2

The consolidated financial statements are lastly examined by
the Executive Vice President, Finance prior to their review by
the Audit and Risks Committee in preparation for approval by
the Board of Directors.

Role of Group Internal Audit

Group Internal Audit carries out its audit assignments based on
an audit program validated by the Executive Committee and the
Audit and Risks Committee. The main types of assignments, as
described in the Internal Audit Charter, are as follows:• operations and/or financial audits, which are aimed atevaluating the reliability and effectiveness of the operating
entities’ internal control systems, as well as ensuring that they
comply with Group standards. These audits include tracking
the action plan (if any) issued following the last audit.
Comparing the results of the audit with the results reportedby the subsidiary during the year on the deployment of actionplans serves to close the internal control loop;• organizational, procedural and/or specific audits, which are
aimed at helping the divisions to optimize and adapt theirprocedures and operating processes, notably when rolling out
cross-functional projects that lead to a change in organization
structures. They can also concern issues applicable to crosscutting audits, one or more operating entities or to aparticular country, function or process;190

In connection with their audit of the consolidated financial
statements, the Statutory Auditors review the consolidation
packages transmitted by the entities included in the scope of
their audit. Group Internal Audit also reviews from time to time
the proper application of Group accounting standards andpolicies by the entities, and reports to Group Finance any issues
identified during the review.

2023 Universal Registration Document — Edenred• IT function audits, which are performed by specialized IT
auditors to ensure that best practices are applied in relation tothe organization and management of the audited entities’
information systems. These reviews are also aimed at ensuringthat the manual and automated checks in place provide anappropriate level of internal control in view of the operations
covered by the applications or IT Departments concerned.
Lastly, they make it possible to validate the implementation ofbest IT project management practices.
Internal Audit plans are determined based on the internal control
risk map. To ensure effective risk management, each operating
entity is audited approximately every three years. The entity’scontribution to the Group’s operating revenue and requests
from specific business line directors are also taken into accountwhen deciding which entities should be audited. As regards theIT audit plan, the selection of auditees must take into accountchanges in the Group’s businesses such as digitalized solutions
and pooled services as well as the contribution to businessvolume processed by the information systems.

Risk factors and management
Internal control and risk management procedures

Measures are taken by the management of the audited entities
to eliminate the identified internal control weaknesses and makeany necessary improvements. The Group Internal Audit teamperforms a follow-up visit to check that the action plans havebeen duly implemented.

4.4.7

4

The head of Group Internal Audit prepares half-yearly and yearlysummaries of the Internal Audits carried out by his or her teams
during the year for presentation to the Executive Committee andto the Audit and Risks Committee, which checks that the
department has the necessary resources and makes any
observations or recommendations that it considers necessary.

Monitoring internal control

Internal control procedures are regularly reviewed to ensure that they are appropriate and aligned with the Group’s objectives,
particularly in view of the risks specific to each business and the costs of performing the controls.
The main structures responsible for overseeing the internal control system are as follows:

The Audit and Risks Committee
The Board of Directors’ Internal Regulations define the Audit and
Risks Committee’s membership, terms of reference andprocedures. The Committee is responsible for:• ensuring that the accounting policies applied for the
preparation of the financial statements of the Company and
the Group are appropriate and applied consistently from one
period to the next;• monitoring the process for the preparation of financial
information; and• checking that internal reporting and control procedures
provide adequate assurance concerning the reliability andcompleteness of financial information and the control ofGroup risk exposure.
It assists the Board of Directors in ensuring that the financial
statements of the Group are accurate, fairly stated and reliable. To
this end, the Committee makes proposals and recommendations to
the Board in the areas described in section 6.1.1.12.

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5
Non-financial
performance statement
AFR

5.1

Sustainable development
strategy

5.1.1

5.1.3
5.1.4

Sustainability at the heart of
the Group's strategy
Analysis of key issues and double
materiality assessment
Key risks and opportunities
Social and environmental commitments

5.2

Improve quality of life

204

5.2.1
5.2.2

Be an employer of choiceContributing to local development

204
217

5.3

Protecting the environmentand combating climatechange

5.1.2

194
194

NFPS

5.5

Monitoring key
performance indicators

248

5.6

Taxonomy note

251

Turnover
CapEx
OpEx

195
197
199

221

5.7

257

5.8

GRI and SASB
cross-reference table

259

GRI cross-reference table
SASB cross-reference table

CSR independent
third-party entity report

An ambitious environmental policy
Managing the impact of solutions during
their lifetime
Meeting the most demanding
climate standards

221
228

5.9

5.4

Creating value responsibly

232

5.4.1

Developing ethical and responsible activities
and partnerships
Ensuring IT security and data protection
Involving the Group’s ecosystem
in its transformation
Designing responsible
and sustainable solutions

5.3.3

5.4.2
5.4.3
5.4.4

229

257

Social data (Ideal People)
Environmental and ethical data
(Ideal Planet & Ideal Progress)

5.8.1
5.8.2

5.3.1
5.3.2

Notes on methodology

251
253
255

257

259
261

262

232
235
238
243

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5

Non-financial performance statement
Sustainable development strategy

5.1

Sustainable development strategy

Edenred’s strategy, purpose and corporate social responsibility
objectives are intrinsically related. The Group’s technologicalexpertise and agile organization make it well positioned to seize
new opportunities in markets undergoing digital transformation.
It strives to reconcile their diverse needs as part of a virtuous
cycle that benefits everyone involved. This aim lies at the heart of
the Group’s purpose: "Enrich connections. For good." (see§ Introduction "Edenred's purpose in action").

5.1.1

This chapter reports on the social, environmental and societal
policies and progress, and gives a review of Edenred's
sustainable development program in 2023: "Ideal". This chapter
constitutes the Group's non-financial performance statement.

Sustainability at the heart of the Group's strategy

By inventing the Ticket Restaurant meal voucher in 1962, Edenred
helped to connect restaurants and employees, broadening thepractice of taking a lunch break across society. Convinced of the
key role it can play in meeting contemporary societal challenges,
the Group has always sought to forge new ties as a way of adding
value and addressing economic, social and environmental issues.
The Ticket Restaurant solution was designed to address a social
issue by encouraging employees to take a lunch break andpromoting healthy nutrition. More recently, Edenred’s solutions
have contributed to social progress by creating local ecosystems
that connect employees, merchants and public and privateorganizations.
More generally, Edenred uses its solutions to enhance employee
well-being and purchasing power, to vitalize the economy andlocal employment and to increase companies’ efficiency andattractiveness. This position requires Edenred to closely monitor
economic, social and societal trends so that it can adapt to newpractices and thereby meet the needs and expectations ofbusinesses and users. To do this, the Group draws on its

high-performance technological platform as well as its
sustainable development approach in line with its business. This
is what is called the Ideal social responsibility policy, which began
in 2017 and was reinforced in 2022, primarily by reassessing
certain climate targets. The Group made a commitment in 2022
to set Science Based Targets (SBT). The aim is to reducegreenhouse gas emissions across its value chain and over thelong term, in line with the Paris climate agreements.
The Ideal program, which is reported publicly each year, is basedon three priorities:• People: improving quality of life and becoming an employer ofchoice;• Planet: protecting the environment and committing toachieving net zero carbon by 2050; and• Progress: create value responsibly.
This approach fits in fully with the Group's business model of"creating responsible, sustainable and profitable value” (seeIntroduction).

GovernanceTo support this approach, Edenred has adopted a robust
organizational and governance structure. Each year, the Board of
Directors determines Edenred’s strategic orientations, whichtake account of matters associated with climate change andsustainable development in general. The Head of CSR and
Sustainability reports on her activities to the Board of Directors
each year, and works with the Compensation, Appointments andCSR Committee, made up of three members of the Board of
Directors (see Introduction "Performance-oriented governance").
Strategy, non-financial risks and opportunities, and performanceindicators related to climate, inclusion, diversity, and respect forhuman rights are under the responsibility of the Human
Resources (HR), the Corporate Social Responsibility (CSR)
Department as well as under the responsibility of the Chief
Executive Officer.
The CSR strategy is developed in collaboration with representativesof all internal stakeholders and led by the Group CSR Department,
whose Director is a member of the Extended Group Executive
Committee or "E-GEC". This department is placed under the
responsibility of the Vice President, Human Resources & Corporate
Social Responsibility, who is a member of the Executive Committee.
The CSR strategy and its implementation are discussed andapproved at Executive Committee meetings. They are then presented
to the Compensation, Appointments and CSR Committee.

1942023 Universal Registration Document — Edenred

The CSR strategy is rolled out by networks of local and regionalcorrespondents, comprising more than 100 employees. There areseveral different networks, categorized by theme or department(human resources, risk & compliance, IT security, personal dataprotection, customer satisfaction). These networks are
responsible for the deployment of environmental, social andgovernance policies as well as leading local action plans.
Roadmaps are developed in collaboration with the subsidiaries
with a double ambition: implement the Group's objectives toeach subsidiary and meet each country’s specific needs.
To ensure optimal network coordination, the Group’s CSR
Department organizes monthly meetings with key CSR
correspondents, i.e., global business line correspondents andcorrespondents in the main countries. The purpose of thesemeetings is to provide ongoing training, report on CSR strategy andproject progress, share best practices from local experience, andanimate the achievement of key CSR objectives.
Performance reviews at both country and regional levels, which
focus on the Group’s CSR objectives, are organized every six
months for both managers and CSR correspondents. Three ofthe targets have a direct impact on the long-term variable
compensation of employees with an executive role. These key
indicators are managed by the HR and CSR Executive
Vice-President, and approved by the Executive Committee, whichthen presents them to the Board of Directors when reviewing
the non-financial performance statement.

Non-financial performance statement
Sustainable development strategy

5

Board of Directors
Audit and Risks Committee

Executive Committee• Reviews risks with a social,environmental or governance aspect• Oversees strategy, policies,and risks and opportunities• Meets half-yearly• Meets once a quarter

Compensation, Appointments
and CSR Committee• Oversees the environmental, socialand governance strategy• Meets once a quarter

Business line and regional
CSR correspondent network• Coordinates and oversees
regional performance

CSR Department

Business Line Department• Meets once a quarter

Local CSR correspondent networkin 45 countries• Implements strategy
and draws up environmental
and social policies• Implements operations-related
initiatives by business line

• Rolls out environmental
and social policies locally• Holds three webinars a year
Supervision

Proposal

In addition to the HR and CSR correspondent networks,
Edenred’s social, societal and environmental policy, supervisedby the Executive Committee, is cascaded to:• key managers, mainly through presentations given at Group's
events, during regional or support function seminars, or
through the managers’ newsletter;• all employees, through global communications or on thecollaborative intranet, or through events, newsletters or blogs;• external stakeholders, who receive information on Edenred’ssocial, societal and environmental policy and main projects
available on the Group’s website through the Universal
Registration Document, the Integrated Report, annual
brochure as well as press releases.

5.1.2

Analysis of key issues and double materiality assessment

5.1.2.1

Double materiality assessment

In 2017, Edenred’s first materiality assessment was performed
with the help of an outside firm to redefine the Group’s societal
responsibility priorities. The materiality exercise helped to define
a new sustainable development strategy built around threepillars – People, Planet and Progress – aligned with key
stakeholders’ expectations, which was integrated into two
successive strategic plans, Fast Forward (2016-2019) and Next
Frontier (2019-2022).

Analysis of the main environmental, social and governance (ESG)
topics was first carried out to cover all ESRS standards.

In 2022, as part of its preparations for the Beyond22-25 plan,
Edenred carried out a double materiality assessment toanticipate future EU regulatory requirements currently being
developed and maintain dialog with stakeholders. An external
third party was appointed to carry out the assessment, based on
the principle of double materiality as introduced by the
Non-Financial Reporting Directive and fully enshrined in the
Corporate Sustainability Reporting Directive (CSRD)(1). It is basedon draft EU sustainability reporting standards submitted for
public comment in April 2022 (ESRS(2)). These standards definemateriality from two perspectives: financial materiality (theimpact of sustainability issues on the company's development,
position or financial performance) and impact materiality (thecompany's impact on people or the environment).

• the second phase included qualitative interviews with the maininternal and external stakeholders to measure the materiality ofeach of the selected issues, both in terms of their impact on
the Group and of Edenred’s impact on society.

These were then subject to a double assessment - financial
materiality and impact materiality:• the first phase was a sectoral and regional documentary
analysis in order to list all of the company's issues and toselect the most relevant ones;(1) CSRD: Corporate Sustainability Reporting Directive.
(2) ESRS: Environmental and Social Reporting Standards.

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Non-financial performance statement
Sustainable development strategy

Edenred updated its double materiality assessment in 2023
following the official and definitive publication of the 12 new EU
sustainability reporting standards. Capitalizing on the two phasesof analysis and interviews carried out in 2022, the issues havebeen positioned relatively according to their impact and financial
materiality.

• in terms of human resources: talent management, promotionof diversity and team skills development;

The issues identified in the matrix are subject to internal actionplans, such as the Ideal policy, confirming the priority actions of
the three pillars of People, Planet and Progress, and highlighting
the following core concerns:• in terms of governance: IT security and personal dataprotection, and business ethics;• in terms of economic impact: customer satisfaction, innovation,accessibility and socio-economic impact of solutions.

• in terms of the environment: the fight against climate change,
supply chain decarbonization, development of eco-designed
solutions, and promotion of sustainable mobility and healthyand sustainable food;5
Critical

14

9

7

4 3 2

18 17 16

11 10
13 12

8

1

Impact materiality

High

Important

6

19

15

Information

Minimal

20
ImportantHigh

CriticalFinancial materiality
ESG (cross-functional)

Environmental

Social and societal

Rank CSR issue

Rank CSR issue

1
2
3
4
5

11

6
7
8
9
10

IT security
Attracting, retaining and engaging talent
Training and skills development
Personal data protection
Respect for human rights and decent
working conditions in the supply chain
Innovative solutions and responsible
adaptation to new user behavior
Accessibility via Edenred’s solutions
Business ethics and compliance
Diversity, inclusion and equity
Supply chain decarbonization

12
13
14
15
16
17
18
19
20

Governance

Carbon footprint management
and climate change mitigation
Promotion of sustainable mobility
Socio-economic impact of solutions
Social dialog
Sustainable and responsible relationshipwith partner merchants
Eco-design and circularity of materials
Promoting responsible and local food
Employee well-being at work
Social and economic impact onregions and communities
Customer satisfaction and experience

The results of this double materiality assessment were shared with the Compensation, Appointments and CSR Committee in 2023 andwill form the basis of analysis for the next sustainability report, which the Group is preparing for publication in 2025.

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Non-financial performance statement
Sustainable development strategy

5.1.2.2

5

Stakeholder dialogue

In working toward its objective to create value, Edenred seeks to establish relations with any individual or organization it engages with.
This approach enables it to proactively factor in the needs and expectations of interested parties, as part of a longstanding commitment
to stakeholders. The resulting dialogue promotes connections, trust and buy-in to Group initiatives. It also mitigates potential risks andconflicts, including uncertainty, dissatisfaction, disengagement and resistance to change.
The following table presents the conditions for dialogue with each stakeholder.
Stakeholders

Key Edenred actors

Primary means of dialogue

Employees• HR & CSR Department• Executive Management and HR managers• Special committees (Social and Economic Council, Group
Committee, European Works Council)• Employee satisfaction surveys• Internal communication• Internal CSR events

Corporate clients• Marketing Department, subsidiary senior
management• Group HR and CSR Department

•
•
•
•

Customer surveys
Client presentations
Website and newsletters
Theme workshops

Business partners• Business Excellence Department• Marketing Departments

•
•
•
•

Surveys
Themed workshops and local CSR initiatives
FOOD program affiliate questionnaires
Targeted newsletters and email campaigns

End users• Subsidiary Marketing Department• Website, social media• Targeted newsletters and email campaigns• Dedicated events

Suppliers• Group and subsidiary purchasing
departments• Sharing best practices and ambitions• Performance review

Authorities• Group Institutional Relations Department• Subsidiary senior management• Meetings• Working groups• Macro-economic researchSociety (non-profits,NGOs)• Group CSR Department• Subsidiary CSR correspondents• Group Institutional Relations Department• Dedicated events• Website and social media• Meetings

Investors andshareholders• Group executive management• Investor Relations Department• Group HR and CSR Department

•
•
•
•
•
•

5.1.3

Universal Registration Document and Integrated Report
Roadshows and conferences
Meetings with investors
Individual shareholder meetings
Newsletters
Website, specific emails and toll-free numbers

Key risks and opportunities

The Group presents its social, environmental and societal
responsibility strategy to meet the requirements of theNon-financial performance statement. This statement sets out
the Group's main non-financial risks and the policies
implemented to address these risks.
The risks to the Group’s business are reviewed regularly, under
the supervision of the Audit and Risks Committee.
Chapter 4 of this document presents Edenred's significant risks,
i.e., those that affect all areas of the Group's business and arelikely to have a material impact on the Group's activity, financial
position or outlook. They have been drawn up in line with theGroup's risk mapping (see section 4.1 "Risks and measures tomanage the risks"). Some of these risks are specific to nonfinancial issues.
Risk mapping was subject to an in-depth update by the Risk
Department in 2021. The process involved interviewing various
corporate functions and operating divisions in all the countries inwhich the Group operates. These analyses were monitored by
the Audit and Risk Committee in 2023. The methodology is set
out in section 4.1 "Risks and measures to manage the risks".
The approach identified some non-financial risks that could havean impact on Edenred or its third parties. In addition, some ofthese risks, major non-financial risks, are associated with apriority challenge and presented in section 4.1 "Risks andmeasures to manage the risks". Major risks are those linked tocompetition law, corruption and money laundering, personal
data protection, information system security and cybersecurity
together with transition risks related to climate change.
This risk analysis, as well as the materiality assessment, was used
to identify and update the major issues to which the Group is
exposed. These issues, presented in the table below, refer tomajor non-financial risks, secondary non-financial risks andopportunities that are considered material for Edenred and its
stakeholders. For each of these issues, quantified commitments
and voluntary action plans are implemented.

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Non-financial performance statement
Sustainable development strategy

Issues

Risks

Opportunities

Description

Talentmanagement

Risks related totalent attraction
and retention

Opportunities
to recruit talent,particularly
in technology
professions

Edenred’s employees are key assets to the Group’s success. Certain
employees, either due to the duties they perform or to specialized
expertise they possess, occupy key positions. Retaining the highest
performing employees and providing opportunities for both theirindividual and career development are essential in achieving theambitious goals set out in the Beyond22-25. strategic plan. On top ofretaining talent, the Group must constantly gain new expertise andskills to support the Group’s growth.

Opportunities
in responding tocommunity needs

As the leader in earmarked funds programs, Edenred has a positive
impact on its ecosystem, particularly on the local economy and thesocial progress of users of its solutions. Public authorities andinstitutions use Edenred’s solutions to manage and distribute social
benefits.

Labor and humanrightsDiversity

Risks related toskills development

Engagement
and well-being
Social andeconomic
contribution

Moreover, forging ties with local communities and gaining a better
understanding of the social and economic issues of people in all
countries in which the Group operates are key elements of
Edenred’s business model. Edenred employees are the driving force
behind these initiatives, which take the form of donations, skills
support and social welfare programs.
Energy andclimate change

Physical risks
related to climatechangeClimate-related
opportunities toimprove energy
efficiency

Taking account of environmental issues, and in particular combatingclimate change, is an integral part of Edenred's business model. A
significant increase in the frequency and severity of extreme
weather events could trigger service interruption and/or imperil
Edenred employees.
Capitalizing on its previous achievements, in October 2022 theGroup announced a second set of targets as part of its Ideal
sustainability program, as well as its commitment to embed its new
greenhouse gas emissions reduction targets in a Sciences Based
Targets (SBT) approach.
In 2023, Edenred became a signatory of the TCFD (Task Force on
Climate Financial Disclosures), making a public commitment to adopt
its recommendations (see section 5.3.3.1).

198

Sustainablemobility
promotion

Transition risks
related to climatechangeOpportunities
to develop low‑carbon
solutions

The services sector is relatively unexposed to climate change risk.
However, the shift towards a low-carbon economy or the
introduction of carbon tax policies to regulate emissions could havean impact on some of the Group’s solutions. The transition to a
low-carbon economy, including the introduction of carbon tax
policies to regulate emissions or incentives to use alternative energy
sources, could have an impact on the market for some of theGroup’s mobility solutions. These regulations are a source ofinnovation and opportunity for the Group, which creates alternative
solutions to mobility, primarily by developing solutions associatedwith recharging electric or hybrid vehicles, for example.

Circular economy
and product ecodesign

Transition risks
related to climatechangeOpportunities
to develop moreenvironmentallyfriendly products
and services

Optimizing the use of natural and energy resources is now a key
strategy in protecting the planet. By transitioning towards
eco-designed solutions, Edenred can limit the use of resources
during the production and use of its products.

Business ethics

Risks associatedwith regulatorycompliance andbusiness ethics

As a digital platform providing payment solutions and services forpeople at work, Edenred needs to act as a trusted partner, especiallywhen working within a government-regulated framework. This is
one of the main reasons why the strict application of business ethics
rules must be guaranteed throughout the value chain.

Personal dataprotection

Risks related topersonal dataprotection
regulations

IT security

Risks related to IT
securityIn the normal course of business, Edenred and/or its service
providers use a certain number of IT tools and information systems
and process personal data, in particular to manage digital media andfor prepaid program management, notably as part of its payment
operations. In the face of mounting cybercrime, the Group is
exposed to the risk of cyberattacks. This risk may affect theavailability, integrity or confidentiality of confidential or personal
data for Edenred or its customers. It may also lead to a risk to therights and freedoms of the people whose data is processed.

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Issues

Risks

Opportunities

Description

Risks related to
Responsible
stakeholder
payment
digitization and
expectations
client satisfaction

Opportunities related
to stakeholder
expectations

Edenred develops solutions to meet the needs of the working world.
The digital transition is not only a challenge for the Group but also
an opportunity to adapt its solutions in order to meet the needs of
its stakeholders and support them in this transformation. From theoutset, Edenred has worked with companies, employees andmerchants every day to understand and anticipate their needs. The
Group pledges to engage in a continuous improvement approachwith the aim of being recommended by all of its customers.

Promotingsustainable foodOpportunity
to differentiate fromthe viewpoint of
employee users andpartner merchants

Promoting healthy, sustainable eating habits is a central focus in theGroup’s strategy through its Benefits & Engagement solutions. Thisis both a key issue in differentiating its business and a tool for
supporting and educating its stakeholders.

5.1.4

Social and environmental commitments

5.1.4.1

A strategy built on three pillars

The Group’s Sustainability policy is based, historically, on thefollowing three groups of commitments, each with a dedicatedaction plan to ensure proper implementation:

People: improve quality of life
One of Edenred's objectives is to improve the quality of life of its
stakeholders: be an employer of choice by providing a favorable
environment for professional development and respecting
diversity and human rights; and contribute to local development
by becoming personally involved and sharing the benefits ofgrowth with local groups.

Planet: preserve the environment
Edenred works to protect the environment by reducing its
carbon footprint, consumption of resources and waste,
designing eco-services for mobility and food waste andmanaging the impact of its solutions during their lifetime.

Progress: create value responsibly
Edenred is committed to creating value by developing its
activities and partnerships ethically throughout its value chain,
ensuring IT security and data protection and meeting the
expectations of its stakeholders while involving them in thedigitalization of its solutions.

5

The Group's eight sustainability indicatorsin the Beyond22-25 plan
In connection with its sustainability strategy, Edenred has set
quantitative targets for each of its medium- and long-term
commitments. Ensuring continuity with the objectives of its firstsustainability program, Ideal, the first double materiality
assessment carried out in 2022 showed improvement in
Edenred's CSR indicators in relation to eight key indicators
driving the entire organization.
For People:• Edenred confirms its objective of promoting gender balance
amount executive positions;• Edenred is stepping up its ambition of developing theemployability of its teams through access to training;• Edenred confirms its goal of encouraging employee
commitment through volunteering days.
For Planet:• Edenred is accelerating its greenhouse gas emissions
reduction plan, with a dedicated indicator for scopes 1 and 2
alongside a new Science Based Targets approach presented in
section 5.3 “Preserve the environment”.
For Progress:• Edenred is increasing its efforts to promote better food andsustainable mobility practices among users;• Edenred is accelerating in IT security through the certificationof its payment authorization platforms;• Edenred is strengthening its commitment to ethics for its
employees and self-employed workers;• Edenred reaffirms the importance of customer satisfaction.

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All these indicators and their results for 2023 are presented in the table below.

PeopleIssues2022 results

Results and main achievements 2023

2030 objectives

Talentmanagement

86% of employees attended
at least one training course
during the year

90% of employees attended at least one training
course during the year (3 year average)

95% of Edenred
employees to attend
at least one training
course in the year
(3 year average)

Labor andhuman rights(5-year average)

Diversity

33% women among
executive positions

Engagement
and well-being

2,347 days of volunteering

37% women among executive positions

40% women among
executive positions(3)3,079 days of volunteering

5,000 days of voluntary
initiatives per year
by employees

More than 3,500 employees involved in Idealday 2023

Social andeconomic
contribution
Planet5 new modules launched on the EDU e-learning
platform

237 non-profits supported during the year

51% intensity reductionin scope 1 and 2
greenhouse gas emissions(point sources(1))
compared with 2013

61% intensity reduction in scope 1 and 2 greenhousegas emissions compared with 2013 (point sources)
2,748 MWh of electricity from renewable sources in
2023, equal to 25% of total electricity consumption

55% intensity reduction
in greenhouse gas
emissions between 2013
and 2026

6% absolute reduction inscope 1 and 2 greenhousegas emissions comparedwith 2019 (point and mobile
sources)

14% absolute reduction in scope 1 and 2 emissions
compared with 2019(2)15% absolute reduction
between 2019 and 2025

Eco-services

30 eco-services

31 eco-services for sustainable mobility and the fightagainst food waste

1 eco-service per country

Circulareconomyand producteco-design

33% of solutions
eco-designed

54% of solutions eco-designed or using recycled plastic 70% of eco-designed
or recycled solutions
25 subsidiaries sell a recycled PVC card, three more(in business volume)than in 2022
And net zero paper
11 million eco-cards marketed

Energy andclimate change

100% of paper consumption offset
Progress

Business ethics

100% of employees to haveacknowledged the Charterof Ethics

89% of staff and self-employed workers(3)have approved the Charter of Ethics, including 100%of Group employees(4) (extended indicator scope)

96% of employees
and self-employedworkers have agreed
to the Charter of Ethics

Personal dataprotection

100% of subsidiaries
covered by the Group’s
personal data protection
compliance program

80% of transaction volumes processed by a certified
platform(4)Certification andcommon rules

Responsible
payment
digitizationand client
satisfaction

58% of employees working
at sites covered by quality
management certification(ISO 9001 or equivalent)

53% of employees working at sites covered by quality
management certification (ISO 9001 or equivalent)

Promotingsustainable
nutritionand sustainablemobility

58% of retailers and users
targeted by an awarenessraising initiative at least
once during the year on
the importance of healthy,balanced nutrition
and food waste

IT security

96% of authorizedtransaction volumes
processed by a certified
platform (ISO 27001,
PCI-DSS or equivalent)

16 ISO 9001-certified subsidiaries, i.e., two more

14 subsidiaries with ISO
9001 certification
60% awareness of sustainable food and promotionof alternative mobility (new indicator)(4)72% of retailers and users targeted by an awarenessraising initiative at least once during the year on theimportance of healthy, balanced nutrition and food waste
33% of soft mobility hubs accessible via Groupsolutions

85% of employees
working at sites coveredby quality management
certification (ISO 9001 or
equivalent)
80% of retailers
and users targetedby awareness-raising
initiatives on sustainable
food and accessto alternative mobility
solutions(1) Point sources: energy and electricity consumption and heating and cooling networks.
(2) Indicator constituting one of the three performance targets associated with the sustainability-linked bond issued by the Group in June 2021, maturing in
2025. https://www.edenred.com/system/files/documents/edenred_second_party_opinion_ethifinancev04062021_0.pdf(3) Incorporated into the HRIS tool.
(4) New indicator.

The methodologies for the indicators presented below are described in section 5.7 “Methodology”.

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5.1.4.2

5

Edenred's contribution to the United Nations' Sustainable Development Goals

Edenred joined the United Nations Global Compact in 2015 and aims to contribute to employee wellbeing, vitalize the economy and local
employment, strengthen companies’ efficiency and invent the solutions of tomorrow. Its expertise is firmly rooted in responding to theglobal challenges of the workplace and contributes to the Sustainable Development Goals (SDGs) set by the United Nations for 2030,
primarily thanks to its sustainability program, its commitment to business ethics and its policy of promoting diversity.

Talent management
Labor andhuman rights
Diversity
Responsible
payment
digitization

Employeeengagement
and well-being

Social andeconomic
contribution

Accessibility
via Edenred
solutions
IT security

Fight against
climatechangePromotion ofhealthy andsustainable foodResource
and wastemanagement

Personal
data protection
Business
ethicsSustainablemobility

Eco-designand circular
economyFight against
food waste

Edenred has a more significant impact on three of the SDGs, as set out below, which are intrinsically linked to the Group's businessmodel. The Group's business lines also contribute to the UN's Sustainable Development Goals, some examples of which are given in thetable below.
Edenred’s earmarked funds solutions foster economic inclusion and growth in specific sectors by providing access tobasic financial services in the areas of food, well-being, healthcare and payment methods. They stimulate local
economic growth for small and medium-sized enterprises.
Edenred solutions create a virtuous circle that is amplified by digital innovation, guaranteeing reliability and traceability.
Governed by specific regulatory systems and clear national tax and social security schemes, prepaid vouchers ensure therational and efficient use of funds. As such, Edenred provides public authorities with innovative solutions to enhancetransparency, traceability and efficiency in the distribution of benefits and to combat fraud and the informal
economy.
The Ticket Restaurant solution was designed to address a social issue by encouraging employees to take a lunch breakand promoting healthy nutrition. Since then, Edenred has contributed to social progress through its solutions: improving
employees' health and well-being by securing their food budget and reducing financial barriers to a healthy diet.

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Benefits and Engagement

Mobility

Benefits and Engagement solutions have multiple positive
impacts. By giving workers additional purchasing power andreducing the amount of wages devoted to basic necessities (food,commuting to and from work, healthcare). Edenred aims to
reduce inequalities for millions of workers and provide access tohigh-quality products and services that improve healthcare andthe environment. Edenred’s mission is also to enhance employee
well-being through its solutions that provide access to sport andculture, as well as childcare services.

Complementary Solutions

Edenred helps its corporateclients manage their professional
mobility and reduce greenhousegas (GHG) emissions generated
by travel. Its management andmaintenance services help
optimize vehicle use and limit
emissions over time. To reduce
the environmental impact of its
Many countries have established a favorable legislative framework solutions, Edenred also develops
added value ecological services
for employee benefits and Edenred's solutions provide aneffective means for public authorities to implement social policies, around its mobility programs,
enabling corporate clients andbolster economic attractiveness and combat the informal
employee users to limit theireconomy.
GHG emissions. In this way,
Edenred is helping to makeprofessional mobility more
responsible.

By connecting communities,
local authorities, users ofsolutions and local businesses,
Edenred creates a virtuous
ecosystem that helps drivesocial progress and access tofinancial services for all. These
programs enable financial
assistance to be distributed, in
accordance with local, regionalor other social policies, foressential needs, such aspurchasing food, clothing orother basic necessities, orproviding access to cultural or
sporting facilities or public
transportation. Edenred thus
helps local authorities andpublic institutions to manage
and distribute social benefits.

United Nations Global Compact
The United Nations Global Compact is an international initiativethat calls on companies to adopt a common stance onten common fundamental principles in four areas: human rights,
labor, protection of the environment and anti-corruption.
Launched in July 2000 with the goal of creating a sustainable,
inclusive global economy, the Compact is one of the world’s
foremost sustainable development initiatives.

5.1.4.3

Available on the United Nations Global Compact website,
Edenred’s Communication on Progress report is presented in thisdocument.
A cross-reference table with the ten principles of the United
Nations Global Compact is available in section 9.11 "GRI and SASB
cross-reference table".

Measuring and rating performance

Edenred’s social, environmental and governance commitments and achievements have been widely recognized and its good
performance is highlighted in the table below:

Ratings – sollicités

CLIMAT

B

202

C+
Prime

AA

58/10079/10016.6

65/10068/100

3.7/5

S&P Global Sustainability Award

Solicited S&P Global Ratings evaluation

In 2023, Edenred was evaluated by S&P’s Corporate Sustainability
Assessment and obtained a score of 58/100. This score, down on
2022, is due to a change of category for the Group, which is now
part of the financial services sector rather than the ICT(information and communication technologies) sector. This score
ranks the Group among the top 15% highest-performing
companies in its industry, earning it a place in the 2024
Sustainability Yearbook.

In 2021, Edenred proactively commissioned financial andnon-financial rating agency S&P Global Ratings to evaluate its
environmental, social and governance (ESG) performance. The
two-part process involved a review of the Group’s managementof CSR issues and interviews with its senior executives and one
independent director.

2023 Universal Registration Document — Edenred

Edenred is one of the first in its industry to solicit an evaluationof this type. The Group's assessment was updated in 2023,
retaining its previous score of 79 out of 100. This confirms thematurity of Edenred’s approach to sustainable development andthe due consideration it gives to strategic and emerging
non-financial risks.

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5

Thanks to some of these performances, Edenred is now part of the following indices:

CAC 40 ESG

FTSE4GoodThe Euronext CAC 40 ESG index brings together the 40 companies
in the CAC Large 60 index with the best environmental, social andgovernance practices, based on an independent assessment by
Moody’s ESG Solutions.

In recognition of its commitment to CSR objectives, Edenred has
been included in the FTSE4Good Index series since 2011. An
evaluation by an independent organization demonstrated that
Edenred fulfilled the requirements for inclusion in the
FTSE4Good index series. The FTSE4Good indices are used by awide variety of market operators to create and assess
responsible investment funds and other products.

Edenred was included in the index in September 2022, demonstrating
its commitment and results in terms of sustainable development.
It kept its place in this renowned French index in 2023.

5.1.4.4

Alignment with major international standards

GRI

TCFD

This report and the reporting protocol fall within the framework
defined by the Global Reporting Initiative (GRI) standard, andcover all the sustainability topics recommended by thisframework. and has been prepared in accordance with the GRI
Standards that were updated in 2021. A table cross-referencing
the information in this document with criteria from the GRI
guidelines is available in section 5.8 "GRI and SASB crossreference table".

SASB

As an official signatory of the TCFD (Task Force on
Climate-related Financial Disclosure) since 2023, Edenred
presents its actions according to the recommended framework.
The TCFD was set up in December 2015 at COP 21. The task
force has published regularly updated recommendations on how
to report and publish the risks and opportunities associated withclimate change, with the aim of increasing transparency between
companies and investors in order to reduce investment risks, andreconciling the short time frame of financial decisions with thelong time frame of the consequences of climate change.

The Sustainability Accounting Standards Board (SASB) is anindependent, not-for-profit standard-setting body that develops
reporting standards for financially material sustainability
disclosures. The SASB has established specific standards for
77 industries, including the "Professional and Commercial
Services" industry to which the Group belongs.

This attests to the Group's commitment to incorporating climate
issues into its strategy and providing consistent, reliable andclear information to enable investors to factor climate-related
financial risks into their decisions. In parallel with this drive
towards a low-carbon transition, Edenred intends to fully
manage the risks and opportunities associated with climatechange, anticipate its effects and ensure its resilience.

In addition to the information provided in this report, Edenred
presents a summary of its actions according to the industry
analysis grid, available in section 5.8 "GRI and SASB crossreference table".

In this context, Edenred updated its analysis of climate, physicaland transition risks in 2023, the results of which are presented in
section 4.1.6 "Climate risks".

TCFD recommendations

Description of themes

Governance5.1.1 Sustainability at the heart of• Board oversight of climate-related risks and opportunities• Management's role in assessing and managing climate-related risks the Group's strategy
and opportunities

Strategy• Short-, medium- and long-term climate-related risks andopportunities• Impact of climate-related risks and opportunities on Edenred’s
activities, strategy and financial forecasts• Resilience of the Group's strategy, taking account of different climate
scenarios including a 2°C or lower scenario

5.1.2 Analysis of key issues anddouble materiality assessment• Procedures for identifying and assessing climate-related risks• Procedures for managing climate-related risks• Integration of procedures for identifying, assessing and managing
climate-related risks into the Group's overall risk management

5.1.2 Analysis of key issues anddouble materiality assessment• Indicators used to assess climate-related risks and opportunities,
in line with the Group's risk management strategy and procedure• Scopes 1, 2 and 3 greenhouse gas emissions and associated risks• Objectives used to manage climate-related risks and/or
opportunities and the Group's performance in relation
to its objectives

5.5 Monitoring key performanceindicators

Risk management

Indicators and targets

Corresponding sections

4.1 Risks and measures to manage
the risks
5.3.1 An ambitious environmental
policy4.1 Risks and measures
to manage the risks

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Improve quality of life

5.2

Improve quality of life

5.2.1

Be an employer of choice

HR policies are designed to support the Group’s operating
strategy and ongoing transformation. Each policy is applied
locally, taking each subsidiary’s size, history, culture,
circumstances and regulatory environment into account. The HR
Department ensures the sharing and application of bestpractices by relying day-to-day on the network of HR
correspondents.

This pragmatic approach is designed to develop a consistentglobal set of principles that support the Group’s business
operations. It also maintains the subsidiaries’ independence,
while reinforcing the co-construction approach with the Group.
In line with the risk analysis performed at the Group level, HR
initiatives and policies primarily focus on the following issues:

Attraction

Development

Retention

Implementing talent acquisition programs,
reviewing the Edenred employer brand, andimproving hiring and new employee onboarding
processes

Onboarding, training and appraising
employees

Managing careers, implementing ad hoc
recognition programs and reviewing
compensation policy, mobility policy
and the work environment

Country HR teams are responsible for locally rolling out these principles, as well as ensuring compliance with national labor practices andlegislation.

5.2.1.1

Talent management

Attraction
The goal is to attract talent with the skills – or the ability toacquire the skills – that Edenred needs to continue to grow.
The related HR policies are designed to attract talents among
young graduates and more experienced professionals alike.

Hiring for the long term
In 2023, Edenred hired a total of 2,659 employees on permanentcontracts across the Group to support its business development.
The hiring of new employees is seen as an important process thatmust be managed rigorously. Internal policies and agreementswith the Group’s recruitment service providers are aimed atensuring compliance with the principles of non-discriminationand diversity so that the recruitment process takes place without
any form of discrimination.
To attract the appropriate profiles and keep unfilled positions at
a minimum, the recruitment module in the Group’s Human
Resources Information System (HRIS) was launched in 2021.
The aim is to equip all of the Group’s host countries with anapplicant tracking system (ATS) and enable all employees toaccess job offers available internally at Group level, as well as
facilitate the co-opting of people in their networks. This module
was enhanced in 2023 to offer future Edenred employees a
100% digital onboarding process.
A special collective approval process has been introduced forin-house promotions and recruiting people outside theorganization who are likely to be appointed to a Management
Committee. Very close attention is paid to balanced
representation of men and women for positions at those levels.
In 2023, 48% of external hires in this category were women and
52% were men.
The experience for candidates was made central to the process:an example is offered by Edenred France, which now runs
opinion surveys at the end of the recruitment process.
Most countries have referral programs with incentives. For
example, in Edenred Brazil's Mobility subsidiary, the "Indica Ai"
referral program was launched in February 2023 with 27 referrals
by the end of December 2023.

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Furthermore, against the backdrop of a talent war, a partnership
was formed with Randstat in 2023 to set up a recruitment centerof excellence based on partial outsourcing of this process, aimed
at attracting talent with technological skills. Edenred's aim is tofill 50% of its tech positions through this center of excellence.

Leveraging the employer brand
One of the ways the Group works to attract talent is byleveraging the employer brand from the global to the local level.
On top of Group-level and local communication initiatives, somesubsidiaries partner with specialist recruitment agencies,
primarily to fill management positions and job vacancies forwhich qualified people are hard to find. In addition, a Group-wide
framework agreement was signed in 2023 to benefit from
special relationships with three recruitment firms specializing in
middle management staff.
The employer brand unveiled in 2020 aims to bring out theuniqueness of the Edenred adventure for each employee, as wellas its global reach. The employer brand is built around three key
strengths:• we are an innovative company committed to people at work;• we work in an ever-changing playground of opportunities;• we are inspiring teams connected by a shared passion.
To promote the employer brand in its various host countries, theGroup draws on the momentum of its HR network and theefficiency of its communication network. The employer brand
was co-constructed with HR and Communication experts fromthe Group’s various geographic areas to ensure that employees
had a voice in defining Edenred’s strengths as an employer andcould take part in the drafting of the three pillars and key
messages. The Group’s employees are also its best ambassadors,
proudly wearing the Edenred colors in the Vibe With Us campaign,
which they embodied enthusiastically. All communicationmaterials were created by the Group Communications Department
before being implemented locally by the subsidiaries.
The Group and its main entities have dedicated career pages on
their websites and are active on social media such as LinkedIn,
Facebook, Instagram and Twitter.

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Developing programs to hire young talent
In 2023, Edenred took on 180 interns and 101 work-study
students, illustrating the Group's willingness to develop the skillsof young professionals at the start of their career. A total of
45 of these young people were recruited on permanent or
fixed-term contracts in 2023. Some members of Edenred’s
Executive Committee started out as trainees with the company.
At the Group level, the Edenstep graduate program waslaunched in 2017 to attract young talent looking for a rewarding
experience abroad. Members of this program are given theopportunity to take two job positions back-to-back in two
different host countries, spending one year in each position. Eachgraduating class has about ten students from a variety ofacademic backgrounds, such as engineering, sales, digitaltechnology and finance. The program aims to identify anddevelop future talent at the Group level.
Also at the Group level, the Edenstep graduate program waslaunched in 2017 to attract young talent looking for a rewarding
experience abroad. Members of this program are given theopportunity to take two job positions back-to-back in two
different host countries, spending one year in each position. Eachgraduating class has about ten students from a variety ofacademic backgrounds, such as engineering, sales, digitaltechnology and finance. The program aims to identify anddevelop future talent at the Group level.
In 2023 the Brazilian Mobility subsidiary offered an internshipprogram giving 17 high-potential young people the opportunity
to work in the company for 12 months. The program enables thecompany to attract and retain young talents and strengthen theemployer brand. The subsidiary also offers an 18-month Talent
Development Program that prepares young talent to become
future leaders. In 2023, seven young professionals were selectedfrom 2,000 applicants. During this time, they gain an in-depth
understanding of the Mobility business, develop their knowledgeof all products and solutions and interact with both staff andsenior management. At the end of the 18 months, five membersof the program were hired by the company.
Edenred Romania partners the Masters Program run by the ASE(Academy of Economic Studies) in Bucharest, wheremanagement committee members hold classes to encourage therecruitment of students (seven sessions in 2023). A program
called EdenTech was also created in Romania in 2022 to support
the next generation of specialists and leaders in the field oftechnology. This year-long program includes technical and nontechnical skills training, as well as work on concrete projects.
Evaluations have been developed to assess the skills acquired by
employees involved in these programs. Since its launch, theprogram has had a 100% success rate, with 15 people trained in
2022 and six in 2023.
Finally, Edenred Taiwan has an internship program that teams
each intern with a mentor, the aim being to enlarge its pool ofyoung talent for potential recruitment.

Knowledge and skills development

5

Onboarding new employees and helping themfind their place
The first steps in a new company are key for any new hire. For
this reason, Edenred subsidiaries pay particularly close attention
to welcoming new employees into their teams. Most of them
have set up onboarding programs that help new employees
quickly find their way within the organization and discover the
corporate culture. A large proportion of subsidiaries have
digitalized this process.
Depending on the position and the subsidiary’s local
environment, several onboarding programs are available:• onboarding sessions dedicated to the country and businessline Management Committees or to General Managers,
initially held over four days at the parent company offices, arenow available in digital and hybrid format;• collective onboarding sessions that give several new
employees the opportunity to learn about Edenred’s history
and strategy, the host country’s specific features andEdenred’s operating procedures;• one-on-one meetings with key people related to theemployee’s position.
Other initiatives may be organized before or after theseonboarding days:• site welcome booklets and dedicated websites(Onboarding SharePoint site), to offer new hires practicalinformation and on-the-job guidance. The Welcome to
Edenred module has also been available in several
languages since December 2020 for all new Group
employees,• the announcement of new arrivals to all employees by
email or on-screen,• feedback sessions with Human Resources and/or theimmediate supervisor at the end of the trial period and/or
after a few months in some subsidiaries,• mentoring or onboarding programs that team newcomers
with a more experienced employee, for example inGermany, Portugal and Poland.

Offering high-quality training programs while meeting
the Group’s organizational and operational needs
Supporting employees’ growth and skills enhancement is crucialfor:• promoting Edenred’s strategy, notably in the stepped-up
digital transition and in the development of new solutions;• improving team members’ employability, by developing theirexpertise and fostering their personal growth.
Training plays a key role at Edenred. In 2023, 92%(1) of Edenred’s
employees attended at least one training course in the year. Each
employee present at December 31, 2023, had received anaverage of almost 22.08 hours of training (23.02 hours for men
and 21.11 hours for women).

The Development issue aims to provide employees with theopportunity to develop the knowledge they need to deliver
quality work every day, as well as skills to enhance theiremployability in a fast-changing job market.

(1) Total number of permanent employees with the Group for at least three months who took at least one training course in 2023.

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Complete data on training are provided in section 5.2.1.5 "Key figures".

Group training programs

Edenred employees may participate in training in line with theirunit’s strategy and needs, as well as to support their personal
development objectives. The subsidiaries have a structured
training plan, aligned with the principles of Edenred’s strategy
and each country's specific features.

An e-learning tool was gradually rolled out between 2018 and2023 to provide access to training for every Edenred employee
and is now used throughout the Group’s subsidiaries. The
solution, called Edenred Digital University (EDU), is a platform
designed to provide employees with training content to develop
their interpersonal and technical skills.

Training is generally managed at the local level, in keeping with
Edenred’s multi-local culture, while responding to the key issues
identified at the Group or business line level. Additionally, somespecific training programs are managed or launched at Grouplevel or, since 2022, at business line level.

Edenred’s digital training offer expands each year. A Group
training catalog developed jointly by the HR teams and otherdepartments is available to all employees in EDU. Additional
modules are also developed at local level.

Annual training plans are designed by HR teams based on needs
compiled from one-on-one meetings held at least once a year
between managers and their team members.
· Digital training available on the EDU platform since 2020

Business ethics

Cybersecurity and personal
data protection

Diversity & values

Business

Charter of Ethics (2022)

IT resilience (2022)

Intercultural awareness (2023)

Public affairs (2022)

Cybersecurity – Admin (2022)

Sustainability at Edenred (2023)

Fundamentals of operational
excellence (2023)

Antitrust (2021)

Cybersecurity (2021)

Mentoring essentials (2023)

Anti-money launderinglevel 2 (2021)

Personal data levels 1 and 2(2021)

Passion for customers (2022)
Unconscious bias (2021)

Anti-corruption (2020)

Percentage of employees who have completed
the training modules· % of employees who have completed a training module

97%

2023

2022

2021

91%
87%

At the end of 2023, almost 97% of employees had taken training
modules since joining the Group on the e-learning platform(EDU), which provides access to a catalog of e-learning courses.
To support its diversity and inclusion policy, Edenred has updated
the e-learning course on "Intercultural awareness: promoting
diversity, inclusion and being part of a team". This multilingual
training module has been designed to be adapted to different
disabilities such as dyslexia and color blindness. The module ismandatory for all employees. Another mandatory module
dealing with unconscious bias was uploaded in November 2021
to reinforce Edenred’s efforts and more than 88% of employees
had already completed this module by the end of 2023.
Lastly, in a context of growing exchanges between countries,
regions and areas, languages remain a priority for the Group.
That is why all employees with access to the e-learning platform
can benefit from free and unlimited language courses including
English, Spanish, German and Italian to work on their grammar,
vocabulary and oral expression.
In addition to Group-level initiatives, subsidiaries also offer
targeted training programs.

Scrumville - agile methodologies(2023)
Agile mindset (2022)
Project management (2022)

In 2022, the Group published its Dream Team Manifesto which
expresses Edenred’s managerial culture through 11 commitments.
In particular, it emphasizes the importance of building anenvironment that fosters mutual collaboration and diversity, andseeking to develop highly qualified employees with a positivemindset and genuine team spirit. Managers must encourage
their teams to push the boundaries and experiment without fearof making mistakes by recognizing outstanding achievement,
creativity and boldness. But they must also help their teams togrow in a work environment that values trust, frank and direct
exchange and internal mobility so that everyone can develop
their skills.
In 2023, Edenred worked on creating a Dream Team bootcamp,which will be offered to the Group's 400 managers in 2024 tohelp them adopt managerial practices based on the Dream Team
Manifesto.
In terms of managerial training, however, various mechanisms
have already been put in place:• In 2023, Edenred Italy launched the "Work as one" programfor its middle managers. The program is inspired by thecommitments of the Dream Team Manifesto and has helped
dozens of managers learn how to give feedback.
• In Brazil, the Benefits & Engagement business line launched its"Legado" Leadership Development Program in early 2022,with 115 leaders taking part. The Mobility business line
continued its Leadership Development Program, assessing
100% of senior managers and training 100% of local managers
as part of the initiative. In 2023, 30 people reporting directly
to the Executive Committee of the Benefits & Engagementbusiness line in Brazil underwent an assessment to identify
their strengths and areas for development as leaders.
• The Global Technology Department set up a managerial
development program in 2022 called Tech For Good –development program for new managers. Around 50 people
took part in the program in 2023.
• In Mexico, employees with more than one year's service areable - provided they have completed all the compulsory
training modules and subject to performance - to apply to
study for a bachelor’s degree, the cost of which is covered by
the entity.

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Monitoring the performance of all employees
The performance evaluation process takes place every year. It
involves an interview between each employee and their direct
manager and is designed to:• assess the level of achievement of the previous year’s
objectives;• set targets for the coming year;• dedicate time to discussing skills development, career plans,
job change/transfer objectives and training needs.
The Group has a unique policy for setting targets. Each employee
must have five individual annual targets: four professionaltargets linked to their position and one “behavioral” target which
may be linked to a soft skill, managerial skill or to the company’svalues.
All Group employees with more than three months' service as ofDecember 31, 2022, were invited to take part in the various
stages of the performance appraisal campaign. Between
December 2022 and February 2023, 95% of these employees 50% women and 50% men - completed the process in theGroup's HRIS. This process also involves feedback and continuous
improvement drive each year. The goal is to cover 100% of
employees in 2024.
This performance appraisal process was aligned with the Dream
Team Manifesto in 2023. As of 2024, employees will be assessedon their behavioral practices in line with the manifesto, with aparticular focus on managers.
In addition, the Group is drawing on the Edenpeople HRIS togradually build a feedback culture with three objectives:• strengthen cross-feedback as part of a more matrix-orientedorganization in which project management plays a crucial role;• shift the Group from a traditional performance evaluation
model to a more frequent and less top-down evaluation
process;• in the long term, strengthen the dynamics of recognition,
skills development and collective efficiency processes.
In 2023:• 100% of the Group’s employees were able to receive andshare feedback via the HRIS;• a “feedback guide” containing definitions and best practices
was developed and shared with all Edenred’s HR teams.
For newly-acquired entities where the HRIS has not yet beenrolled out, a digital form was shared with employees not using
the tool.

Retention
The purpose of Retention is to take the necessary steps to create
the environment that enables employees to realize their fullpotential within Edenred.

Offering motivating career paths
At Edenred, there are no standard career paths. Employees’
career development is managed in partnership between theGroup’s subsidiaries. In keeping with Edenred’s entrepreneurial
spirit, each employee is encouraged to actively manage his or her
personal growth and career development. The Group’s ongoingtransformation and agile organization are constantly offering
employees new opportunities. In many countries, especially ones

5

with small, fast-growing organizations, employees are given
responsibilities in a wide variety of areas, thereby enhancing their
polyvalence. In 2022, a job grading project for Edenred’s
400 management positions was initiated to define a commonand fair framework for career management. The same
framework has also been used to grade all positions in certain
regions, such as Central Europe. In 2023, this project made it
possible to update the salary review processes and existing
compensation policies more generally, in certain countries.
Whenever the required skills are available in-house, promoting
from within is preferred to outside recruitment. Since 2021,
all positions to be filled have been published in Edenred’s HRIS.
The Group published almost 3,000 job offers on the platform in
2023 and made 204 internal and international transfers during theyear. At several other subsidiaries, such as the United Kingdom, anInternal Recruitment Charter is helping to ensure that employees
have the same chances of being hired as outside candidates.
Other initiatives have been developed to present Edenred’s new
businesses and build pathways into them for employees. For
example, the Group’s Internal Audit Department runs the Guest
program that gives employees the opportunity to participate inshort-term audit assignments that let them discover new
professions and new working environments, while learning about
internal control best practices in place across the various
subsidiaries. In addition, countries such as Romania and theUnited Kingdom have facilitated pathways between jobs forsome functions, particularly for IT and sales teams.
To encourage employee mobility, the Group has been listingvacancies for international candidates online since 2017. The aimof the project to roll out the recruitment module on the Group’s
HRIS is to expand the policy of opening up internal positions
internationally. Around 850 employees applied for internal
vacancies in 2023. In addition, an internal mobility committee
was set up in 2022, enabling the human resources managers of
the business lines and the main countries to relay a few targeted
offers and discuss the careers of internationally mobile
applicants.
International mobility management is handled at the corporate level.
An international mobility policy was introduced in 2018 to set clearer
guidelines for managing these international transfers. Employees
benefiting from the international mobility program are closely
monitored by the Executive Committee.

Uncovering talent and preparing the future
Since 2018, a talent review process has been in place to enhance
Edenred’s ability to identify and monitor key and high-potential
employees. A guide was prepared to be used as a sharedevaluation framework by subsidiary chief executives, regional
directors and the HR community. Employee reviews focusedon subsidiary Management Committees and key positions incorporate headquarters. All members of the Executive
Committee are involved in supporting this Edenred talent
identification program.
In order to adapt to Edenred’s transformation, the shared evaluation
framework was updated in 2021, following a fruitful reflection
process lasting three years and involving the Group, its entities
and members of the Executive Committee. An additional step
was included in the process to reinforce interlinked assessmentsof the target population (functional calibration). The aim of thisannual review of talent is also to identify and prepare internal
succession plans that facilitate dynamic career planning andensure that critical positions are covered.

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In 2022, the talent review process was fully digitalized within theGroup’s HRIS which, as of the 2023 Executive Talent Review, will
make the process smoother and provide historical data, as well
as a link to the performance appraisal process.
Certain entities are rolling out this talent review process to their
entire population and not just to the Executive Committees
monitored at Group level. Examples are the Asia Pacific andCentral Asia (APAC) region, and Mobility Europe, Middle East andAfrica (EMEA) (with M.O.V.E., a dedicated program for a dozen
talents in 2022).
Two programs for developing high-potential employees exist at
the Group level:• Talent Week, which is aimed at employees with between fiveand ten years of professional experience, and recognizedcommitment and potential. The number of participants rose
to 50 in 2023, double the number who took part in 2022,
illustrating Edenred's growing investment in identifying anddeveloping talent. It gives participants a better understandingof Edenred’s strategy, instills a shared knowledge base andhelps them build an international network;• Edenred Executive Academy, for employees with over 10 yearsof experience. Co-designed with HEC Executive Education, thistraining program welcomes some 25 employees a year.
Edenred Executive Academy gives participants the chance toprepare for the Group’s future professional opportunities.
In 2021, the Group revamped the historical on-site talentdevelopment programs initially offered over five days. They weremade available online in 2021 and 2022. Since then, a new
hybrid format has been implemented. The Executive Committee
is involved in preparing and leading these programs.
The new design of these programs aims to:• enhance the underlying employee experience by bringing
employees on board over time (modules lasting around six
months vs. one week of on-site training in previous versions);• foster talent through training organized around content
specific to Edenred’s businesses and develop behavioral skillsin phase with the Beyond22-25 strategic plan;• develop individual international networks by bringing talent
together from all of the Group’s subsidiaries;• facilitate meetings and exchanges between the participants
and the members of the Executive Committee;• continue the HR digitalization process initiated several years ago.

Employee recognition at the Group level
Each year, two types of awards are handed out to recognize theachievements and contributions made by individual employees
and teams. Ewards single out employees whose outstanding
work has had a significant impact, while Value Awards honor
teams that have perfectly embodied Edenred’s values. Eward
and Value Award winners are selected from among all Groupsubsidiaries up to top management level. The Group Executive
Committee makes the final selection for the Ewards, attesting to
the importance the Group attaches to individuals. Edenred’s top
management take part in an online vote for projects in therunning for Value Awards, to promote the value of team work.
In all, 14 employees received Ewards and five teams received
Value Awards in 2023.

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Employee recognition at the regional or local level
Local employee recognition initiatives have been in place for many
years. By rewarding exceptional individual and teamachievements, they help improve client relations, drive
innovation and foster internal cooperation. By way of example, in
the Asia-Pacific region the Eagle Awards reward employees who
performed exceptionally well during the year and/or whose
outstanding conduct reflects Group values. Each country has its
own selection, with Gold and Silver award winners. The Goldwinner is automatically eligible for the Group Ewards selection
process. In Brazil, local awards are also given out every year in
two categories, one that rewards projects related to innovationand customer service and one that rewards projects with apositive CSR impact. Local management selected the winners
after examining employee candidates. In Romania, a twice-yearlyAward Gala is organized to recognize the year’s outstanding
employees and/or projects in line with Edenred’s five values. In
Central Europe, an annual regional process has been set up to
reward six initiatives (five Group values and one CSR initiative).
In addition, some subsidiaries make a point of recognizing
employees who have given five, ten and 15 or more yearsof service to the Group. Local ceremonies are organized tocelebrate these individuals, who receive monetary awards or
Edenred solutions depending on their seniority.

Compensation
Fixed pay rises are mostly determined in light of the local
environment (job market and applicable labor legislation). The
principles shared across the Group are based on individual
performance, taking into account:• proficiency and level of responsibility for a given job classification;• the job’s positioning as compared with the employment market.
Depending on the managerial level or type of position,
employees may be eligible for an incentive bonus, whose target
amount is set according to the job grading. The amount granted
is determined on the basis of the employee’s performance
during the year, as measured against the objectives mutuallyagreed upon with the employee during the prior year’s
performance interview.

Benefits and access to Edenred services
Employees are Edenred’s main ambassadors and promoters.
As such, they benefit from solutions and services offered in theircountry of employment, in compliance with local legislation andwithin locally defined limits.
These services and solutions vary from country to country andaim to:• make life easier: Ticket Restaurant, Ticket CESU, Ticket
Alimentación, Ticket Car, Childcare Vouchers and Wellness Benefits;• reward: Shopping Card, Ticket Kadéos, Ticket Compliments,
Delicard;• manage mobility: in the course of their duties, some managers
and sales employees use Edenred’s Mobility solutions. In Mexico,
thanks to Ticket Empresarial, managers no longer have to pay
business expenses upfront (within a certain limit).
In some countries, such as the United Kingdom, Finland andPortugal, employees can select the benefits that best suit theirneeds via a dedicated web platform. These so-called “flex” or“cafeteria” systems offer the opportunity to save, invest in
retirement funds, and use Edenred solutions or travel allowances.

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Profit-sharing programs
Employees are given a stake in consolidated net profit indifferent ways depending on the local environment. For
example, employees of Edenred France and corporate
headquarters have the option of joining an Edenred statutory
profit-sharing plan. The funds, calculated on the basis of theCompany’s net profit, are set aside in the Special Employee
Profit-sharing Reserve for deferred payment.
To strengthen cohesion beyond the unit level, an agreement was
signed in November 2010 and renewed in 2013 to create asingle, pooled Special Employee Profit-sharing Reserve. The
amount of profit-sharing bonuses varies on the basis of net
profit, equity, wages and value added.

EBITDA growth compared with the annual guidance and theachievement of CSR criteria (diversity, reduction of greenhousegas emissions and nutrition) (see chapter 6.2).

Employee savings plans
Edenred supports employee savings with a number of plans.
Two schemes have been available to Edenred France andcorporate headquarters employees since 2011:• the Group Savings Plan, under which they can invest in securities
and money market instruments;• the PERCO retirement savings plan.
Edenred encourages this type of saving by offering a matching
contribution.

Independently of this shared agreement, Edenred France andcorporate headquarters have each signed discretionary profitsharing agreements aimed at giving employees a stake in theirunit’s performance by rewarding them with a collective bonus,
based on the achievement of the performance laid down in theagreement. A new three-year agreement was signed bycorporate headquarters in June 2022.

Similar plans with employer contributions have been set up to
supplement mandatory pension systems in some countries
including Brazil.

Share-based payments

In early 2015, the executive management and employee
representatives of Edenred France and corporate headquarters
signed an agreement setting up a solidarity fund to provide
financial assistance to employees of the two units who findthemselves in need. Eligible employees may receive support in
the form of donations or loans, depending on the situation. Eachcase is reviewed by a committee comprising an employee
representative and an executive management representativefrom each unit, who must decide unanimously whether or not togrant the requested support.

Performance shares are awarded annually to key executives and
top talents, representing around 440 grantees worldwide in 2023.
The plan period is three years.
In the past, performance criteria were measured over three years
for each of the three indicators: growth in operating EBIT, funds
from operations before other income and expenses (FFO) and
Edenred’s total shareholder return (TSR) compared with the TSRof SBF 120 companies. Since the 2021 plan, the first two
indicators have been replaced by Edenred’s rate of like-for-like

5.2.1.2

5

Edenred solidarity fundSome subsidiaries have set up a solidarity fund to help theiremployees experiencing financial hardship.

Promoting diversity and inclusion

Diversity and inclusion are sources of value and performance.
Edenred’s Charter of Ethics reaffirms its commitment toforbidding any form of discrimination with regard to gender, age,family situation, origin, sexual orientation, physical abilities, ormembership in a political, religious or labor organization.
Aware that the diversity of its employees is a strength andvaluable asset, Edenred launched a global diversity action plan in
2019. Edenred’s objective is to guarantee that each of its
employees have the same access to growth opportunities. The
action plan is supported and coordinated at the highest levelwithin the Group, and includes a set of individual and collective
commitments relating to recruitment, unconscious bias, training
and talent management.
Edenred conducted an internal survey in 2023 to listen to
employees and help build its future. The EdenVoice confidential
internal global survey was distributed to Edenred employees
from June 12 to 25, 2023 and included 65 closed questions andfive open questions on areas such as management, work
environment, teamwork and collaboration. The study showedthat 86% of respondents thought that Edenred treats its
employees fairly, regardless of gender. Some 78% of
respondents felt that Edenred's work environment is open to
diversity and different ways of thinking.
Edenred is stepping up its Diversity and Inclusion plan this year to
create a fairer workplace, mainly by means of initiatives topromote gender equality and female leadership. It has also takena stance on disability by organizing its first annual Disability
Awareness Week.

Diversity Charter
On International Women’s Day in 2019, the Group officiallyannounced its commitment to equality in the workplace bysigning the Diversity Charter. Under this charter, companies
pledge to go beyond regulatory requirements. The Diversity
Charter was initiated in 2004 by a network of companies taking
action to promote diversity. Today, it rallies together over
4,000 businesses across six commitments to apply and enforce within
their organizations:
1. provide awareness-raising and training to executives andmanagers who are involved in recruitment, training and career
management, covering non-discrimination and diversity
issues, then gradually roll the initiative out to all employees;
2.

promote the application of the principle of nondiscrimination in all its forms in all actions undertaken bymanagement and decisions made by the company ororganization, particularly during all stages of humanresources management;

3.

encourage representation of a wide, rich spectrum of
diversity within Edenred at all levels of responsibility,
including cultural, ethnic and social aspects;

4.

communicate our commitment to all employees, as well as
clients, partners and suppliers, to encourage them to respect
and implement these principles;

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make the development and implementation of the diversity
policy a subject of social dialog with employee representatives;

6.

regularly assess progress made and communicate both internallyand externally on the practical results of implementing
these commitments.
In 2021, all Edenred subsidiaries had signed this Diversity Charter
when it existed in their country or else an equivalent charter. It ispart of Edenred’s reassertion of its commitment to combat all
forms of discrimination in the workplace.

Commitments to diversity and inclusion
Edenred demonstrates its commitment by implementing concrete
actions across various levels.

Governance• Setting up a dedicated governance structure within theCompensation, Appointments and CSR Committee to deal
with diversity issues, holding at least two meetings a year to
discuss the action plan and progress made with regard todiversity. Deployment is ensured by the HR network
supported by an Eden Diversity network comprising nearly
60 correspondents worldwide.
• Adapting HR processes, particularly in recruitment andpromotion for managerial positions, with a campaign to makerecruitment firms in all countries acutely aware of Edenred’scommitment to Diversity. Since the end of 2022, allrecruitment firms have been required to sign a Diversity
Charter before the recruitment process begins.
• Introducing internal indicators to support the deployment ofthese commitments. Representation of women in Human
Resources development programs and in top management
positions is monitored by business line and function, withspecific indicators and monthly reviews of the percentage ofwomen in executive positions.

Training• Deploying training modules. The intercultural awareness module"Promoting diversity, inclusion and being part of a team" became
compulsory for all employees in 2023. This module complements
the training plan dedicated to diversity and inclusion, which has
included an e-learning module on unconscious bias since 2021.
This unconscious bias module is now compulsory for all
employees, in particular for every new employee joining
Edenred.

Recruitment policy• Signing a commitment to gender diversity will be requiredof all recruitment firms working with Edenred over the courseof 2023, as well as Edenred entities having to sign up to theDiversity Charter.
• Over the course of 2023, all Edenred job offers will have tocontain a reminder of the Group's commitment to meritocracy
and respect for each individual’s differences and uniqueness,“Meritocracy is part of our DNA. At Edenred, we recognize,
recruit and develop all talent. Taking a “come as you areapproach”, each individual’s uniqueness is respected, allowing
them to play their part in the Edenred adventure. The Group iscommitted to preventing all forms of discrimination and offering
equal opportunities for all applicants, regardless of gender andgender expression, disability, origin, religious belief, sexual
orientation or any other criteria."• Setting gender diversity targets by business line to support
progress in this respect, while taking the specifics of eachbusiness line and meritocracy into consideration.

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Talent development• Coordinating an internal mentoring network. This mentoring
program, aimed primarily at women, is designed to develop
the organization's internal talent network and also allow
employees to benefit from the advice of their mentors, who
are all Edenred executives. The program, which had 34 pairingsin 2021, was expanded in 2023 with the creation of 50 pairings
taking part for one year.
• In addition to the mentoring program, Edenred has developed
a talent development program dedicated to female
leadership, with e-learning, training and coaching offered,either in groups or individually, depending on the person's
needs. This new program, called Empow'Her, will be graduallyrolled out in 2024.
• Edenred also pays particular attention to gender balance interms of participants in its various training programs, such as
Talent Week and the Executive Academy.

External recognition• Edenred Brazil’s Diversity Program (known as "SER") was
recognized by the city of São Paulo's Human Rights Secretariat
for the second year in a row, attesting to best practices inmanaging diversity and human rights promotion within thecompany. Brazil has also set up a fortnightly one-hour
conversation circle with employees to share diversity bestpractices. Seven of these circles were held in 2023, attended by
1,500 employees.

Initiatives to promote gender diversity
In May 2023, Edenred won the first Elisabeth Moreno Award,
which recognizes the most innovative company in terms ofgender diversity in the digital industries. Created in 2022, theElisabeth Moreno Award aims to encourage inclusion, promotion
and career development for women. The winning company isselected by an independent jury on the basis of a questionnairethat looks at each company's approach to gender diversity.
Edenred Greece demonstrated its steadfast commitment todiversity and inclusion on several occasions in 2023. It received
four awards, including Best Workplace for Women from Great
Place to Work, ranking it fourth out of Greek companies with 50
to 250 employees. It also won a gold award in the "Advancing
diversity: Building a respectful culture" category, silver in the
category "Mentoring and coaching processes, a key element ofour diversity program" category, and bronze in the "The path toengagement: Include, Progress, Empower" category.
Edenred Turkey was awarded several labels in 2023, including
Best Workplace for Women. This international award recognizes
the engagement of Edenred Turkey’s staff and the quality of its
initiatives and programs to support women.

Diversity of profiles in terms of culture
and nationality
Fully embracing its multicultural diversity while aware that its
subsidiaries operate in very different and complex markets,
Edenred wants the diversity of the workforce to reflect thegeographic diversity of its subsidiaries’ locations. Edenred’s workforce
comprises more than 87 nationalities working in 45 countries.
For example, Edenred France has more than 30 different
nationalities working together.

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In May 2023, Edenred Germany organized a Diversity Day to markthe signing of the German Diversity Charter. A hybrid session
was organized for all employees to enhance their understanding
about diversity and inclusion. On this occasion, employees of
26 different national origins (nationality or country of origin)prepared and shared dishes from their cultures at a picnic. Somewore traditional dress, such as the Indian sari.

LGBTQIA+(1) inclusion initiatives
As it does every year, Edenred Mexico also took part in Pride
Month through conferences, workshops and a cocktail party tocelebrate the inclusion of the LGBT+ community within Edenred.
It obtained the Human Rights Campaign certification for the fifth
year in a row, marking the entity as one of the best companies
promoting LGBTQIA+ equality. It is also certified under Mexico's
equality and non-discrimination standard for its diversity andinclusion initiatives. For the first time this year, Edenred Mexico
took part in the local gender equity index, in which it was ranked
at Pro Diversity level.
Edenred Colombia organized its first Diversity & Inclusion event.
In addition to sharing infographics and definitions about the
subject, it featured a testimonial from one employee about life
with a transgender child. This allowed for a broader
understanding of the difference between gender identity andsexual orientation, gender expression, behavior and sexual
orientation. Discussing this subject, which is taboo in the country,
helps to make employees more open-minded and show that
Edenred is a safe place for everyone.
For the first time, Edenred UK organized educational training on
the history of LGBTQIA+ pride and a fun quiz for all employees.

Initiatives supporting disabled people and access toemployment
In 2023, Edenred had 170 people with declared disabilities in its
workforce. However, this number depends on local legislation
and whether or not the employee wishes to declare theirdisability. The subsidiaries demonstrate their commitment tointegrating and retaining people with disabilities in a number ofways, aligned with each country’s specific characteristics.
In 2023, Edenred organized its first Inclusion Week on thesubject of disability, for all countries, to coincide with
International Day of Persons with Disabilities on December 3.
Various themes were discussed, such as the definition of
disability set out in the United Nations Convention on the Rights
of Persons with Disabilities, key figures to remember, such as thefact that 80% of disabilities are invisible, and explanations as towhy stereotypes and unconscious biases persist. The week was
supported worldwide by publications on the intranet such as
articles, quizzes and infographics.
In addition, each country could also launch local initiatives.
Twelve countries took part with specific initiatives at their sites:• an awareness week was organized at the Paris head office,during which employees were introduced to the GESAT
network, which helps private companies and public bodies
develop their responsible purchasing projects with ESAT
(Établissement et service d'aide par le travail) and EA (Entreprise5

adaptée) suppliers, which specialize in hiring people withdisabilities. In addition, three themed webinars wereorganized to explain recognition of the status of disabledworkers (RQTH) in France, another to find out about
responsible use of digital technology and the Group’s actions,and a webinar about the solutions developed by Edenred
France for people with disabilities. Employees were reminded
about the appointment of a disability officer within the HR
department for parent company employees;• Edenred Taiwan organized a conference to further understanding
about invisible disabilities, with a focus on autism. This theme
was chosen because of the 1.5-fold increase in the number ofautistic children in Taiwan in the space of a decade;• in Bulgaria, the Human Resources team ran a campaign toraise awareness about people with disabilities, entitled "Aworld without barriers". A communication campaign was
launched including posters, a newsletter on the subject anddesktop wallpapers available to employees;• in Italy, Edenred organized the "Digital inclusion: accessible
solutions" event at its Milan offices, dedicated to the need todevelop IT solutions capable of providing services andinformation that can be used by people who require assistive
technology or special adaptations because of a disability.
In addition to this Disability Inclusion Week, Edenred launched arange of initiatives throughout the year focusing on the
recruitment of people with disabilities, the adaptation ofworking conditions and career development.
At Edenred France, people with disabilities made up 5.48% of
employees in 2023. Since 2023, Edenred France has been a
premium partner of AGEFIPH (Association de Gestion du Fonds
pour l'Insertion Professionnelle des Personnes Handicapées) withthe aim of supporting the employment and retention of people
with disabilities.
Five major initiatives were developed by Edenred France teams in
the course of the year:• the Aware program targeted at all employees to raiseawareness about six public health issues as part of theprevention plan, with the support of medical specialists. Fivebranches were also visited, with 142 employees taking part ina digital technology escape game and 60 participants in avisual awareness course;• the INJA & Vallée Sud forum, where Talent Acquisition teams
received training in non-discrimination in the recruitment process;• the continued roll-out of Elioz, the qualified relay operator
platform that enables deaf and hard-of-hearing people tocontact Edenred customer services;• Parlez-vous Handi: a training course for sales staff. Foursessions have been held since May 2023. 26 customer
meetings and four external customer awareness events also
took place;• financing for the screening of Jérôme Adam's film on
addiction. The subsidiary's employees were invited to thisevent through its partnership with Hangagés, a network ofcompanies committed to the employment of people withdisabilities.

(1) Lesbian, Gay, Bisexual, Transgender, Queer, Intersex, Asexual and +.

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The percentage of Edenred employees with disabilities in Brazil
was 3.3% in 2023, and the country remains committed to anumber of pro-disability and access to employment initiatives
within its various entities. Edenred Brazil is also a signatory of thePact for the Inclusion of People with Disabilities, an initiativethat promotes inclusion in the job market:• in 2019, Edenred Brazil’s Mobility subsidiary set up an Inclusive
Development Program (IDP) aimed at promoting professional
training for employees with disabilities. Through online
meetings of an hour and a half each month, the program offers
content that promotes self-awareness, self-esteem, emotional
intelligence and professional skills development. In 2023, theprogram supported employees with disabilities in Campo Bom,
Porto Alegre and São Paulo;• in response to Brazilian legislation on the employability ofpeople with disabilities, Edenred Brazil Mobility has launcheda program to prepare employees for working life after theirexperience with Edenred. Sixteen people, some of themwithout a disability, received a total of 800 hours of training in
2023 to improve their understanding of general businessconcepts;• in addition, the program subsidized by the municipality ofCampo Bom to promote training and professional inclusion

5.2.1.3• to support their efforts, Brazil's teams have approved a key
indicator for up to 2030: achieving 100% of the mandatory
quotas of disabled people at the company, as well as
increasing the percentage of people with disabilities inmanagement positions.
Edenred also looks out for the needs of employees withconditions that, although not directly linked to disability, canmake working life difficult. With this in mind, Edenred signed up
to the Working with Cancer commitment in 2023 to foster an
inclusive and taboo-free environment for employees with canceror those caring for a loved one with the disease.

Labor and human rights

At Edenred, social dialogue comes in different forms, such as
negotiation and consultation procedures, as well as the simple
exchange of information between employee representatives andmanagement. All of the social advances achieved since July 2010
demonstrate the importance of social dialogue as a key successfactor. Representative bodies have been set up in most Edenredsubsidiaries (except small units), providing a crucial foundation
for the social dialogue process.

Fostering social dialogue
As a signatory of the United Nations Global Compact since 2015,
Edenred supports freedom of association and the right tocollective bargaining in the geographies where it operates.
The Board of Directors has two members representing theemployees.
Edenred believes in the importance of developing constructive
and innovative social dialogue. 65% of Group employees work forsubsidiaries with employee representative bodies. 100% of
employees are represented in France, 66% in the Latam region
and 65% in Europe (excluding France).
In addition to employee representative bodies, 51% of
employees are currently covered by a collective agreement.
In 2023, 63 such agreements were signed at the Group's various
subsidiaries on a wide variety of issues, including wages, profit
sharing, intergenerational agreements, working hours andworkplace health and safety. Two such agreements focus
specifically on health and safety.
In Europe, local employee representation varies from country tocountry. As Edenred is convinced that quality dialog at theEuropean level will help develop a shared sense of belonging, aEuropean Works Council (EWC) was created in 2014. Its mission isto address all cross-border issues (concerning at least two
countries) in an even-handed spirit of discussion and dialogue.
Following the transformation of Edenred SA into a European
company (Edenred SE), a Special Negotiating Group (participants
elected in all countries concerned by the EWC) met three times
to renegotiate the EWC Agreement, and elections were held toelect a new EWC, which met once in 2022 and once in 2023.

212

continued. This initiative is regarded as a great source ofopportunities for the community, as the training is 100% freefor participants, and includes vocational courses designed todevelop skills and targeted at residents of Campo Bom
wanting to improve their professional qualifications and reenter the job market. The subsidy is reviewed by themunicipality of Campo Bom every three years; the company
must commit to training 400 people (50-60% of whom are
Campo Bom residents) over a three-year period (until August2024). In 2023, Brazil's teams had achieved 101% of theirtarget, with 787 people trained (including 403 Campo Bom
residents) in one year and four months, half the time frame
set out in the agreement;

2023 Universal Registration Document — Edenred

In France, because Edenred France and Edenred SE employees
work so closely together, executive management and employee
representatives have agreed on the need for a Group Works
Council on the basis of the social and economic councils in place
within each subsidiary. Its role is to address all of the issues
pertaining to the Group’s operations, its financial, business andlabor situation, and its strategic vision and objectives. The Group
Works Council’s role is not the same as that of the social andeconomic councils of the Edenred France and ProwebCE
subsidiaries, or of corporate headquarters, which have their own
specific objectives and resources.

Promoting workplace health and safety
On-the-job risks – including psychosocial risks – are integrated in
the development plans. The guiding principle is to ensure that
employees have a safe, healthy workplace in which they can
perform effectively. The subsidiaries adapt this principle inaccordance with their needs, local practices and legal andregulatory framework. Local initiatives focus on three key areas:
preventing occupational risks, preventing psychosocial risks andproviding healthcare coverage.
To this end, in November 2022 Edenred appointed a Group
Safety Officer who organizes and leads the Safety & Security
strategy within all Group entities. In 2022, Edenred updated its
travel assistance policy for employees, expatriates and theirfamilies to give them better protection, and developed a specifictraining module on the right behavior to adopt in certain
high‑risk countries.
In 2023, no occupational diseases recognized as such and resulting
in at least one day’s absence were recorded. 19 work‑related
accidents resulting in at least one day’s absence and 14 commuting
accidents resulting in at least one day's absence were recorded.
Complete data on health and safety are provided in section
5.2.1.5 “Key figures”.

Non-financial performance statement
Improve quality of life

Preventing occupational risks
Edenred works closely with employee representatives andencourages the implementation of training and employee
awareness initiatives. Experts also visit sites to verify theircompliance and provide employees with health advice.
In France, Edenred France and corporate headquarters have both
set up Social and Economic Councils, which cover the roles of the
Health, Safety and Working Conditions Committee (CHSCT).
All occupational risks are listed in a single document so that they
can be reduced or eliminated with effective action plans.
In accordance with legislation, the Internal Accident Prevention
Committee (CIPA) in Brazil meets once a year. Made up ofelected representatives, the committee maps identified risks ineach work unit in a specific, regularly updated document. It also
implements prevention policies and awareness initiatives.
A regular newsletter provides information on such topics as
occupational health, ergonomics and road safety. Workplace
rescue and first-aid staff are also regularly trained.

Health coverage and other health benefits
With mandatory coverage varying significantly from one country
to the next, each unit selects the level of additional coverage it
wishes to provide, depending on the local situation, its businessplan and market practices.
In 2023, around 28% of Group employees were covered by local
supplementary pension plans. Almost 76% are also insured by
the Group against the risks of accidental death and disability.
Additional local health cover was also provided for 83% of
employees in 2023:• in France, Edenred France and Edenred SE signed an insurance
agreement in November 2010, followed by Company
agreements for each subsidiary to ensure that employees andtheir families are covered in the event of illness, accident ordeath;• in the United Kingdom, there is a program offering employees
additional benefits, including healthcare services, bikes anddiscount coupons.
In some countries, the Group’s commitment is also demonstrated
through initiatives to promote employee health and well-being
and raise awareness about maintaining a balanced diet:• several countries – including Romania, Mexico, Brazil, Chile,
India, Poland and Colombia – have implemented health andwell-being programs that provide benefits for employees,
such as free medical exams, health and nutrition awarenesssessions, and discounts for medical exams or for physical andsports activities. Edenred Mexico was recognized for its healthcare performance and was recently awarded Responsible
Health Organization certification by Mexico’s Workplace
Wellness Council (WWC);

5• the subsidiary in Brazil has set up a dedicated health space,Espaço Saúde, for any in-company medical exams. In 2023,
more than 1,800 employees had a flu vaccination. In addition,
the personalized Edenred na Medida program offers services
with exclusive deals and benefits for employees who want toimprove their health;• Edenred France organizes campaigns to raise awarenessabout health and safety issues. A nurse and a social worker are
based full-time on the French site to see employees whenrequired.
Initiatives have also been launched to anticipate employee
retirement:• in France, Romania, Brazil, Germany, Slovakia and the United
Kingdom, retirement savings schemes have been set up for all
employees, with voluntary contributions matched by theentity.
Independently of any additional local cover provided by theGroup, employees are covered against social risks in accordancewith legal requirements in their country.

Organization of working hours
In every host country, Edenred operations comply with local
legislation on maximum weekly working hours.
In 2023, 98% of Group employees had permanent contracts and
97% worked full time.

Supporting human rights
Edenred is committed to respecting human rights as defined in the
Universal Declaration of Human Rights and adheres to the UN
Guiding Principles on Business and Human Rights. The actions taken
by Edenred and its performance in areas covered by these guidelines
are published every year in its Communication on Progress report,
available on the United Nations Global Compact website.
Edenred reaffirms its commitment to complying with theprinciples and fundamental rights outlined in the fundamental
conventions of the International Labour Organization (ILO),
which cover:• freedom of association and the effective recognition of theright to collective bargaining;• elimination of all forms of forced or compulsory labor;• effective abolition of child labor;• elimination of discrimination in respect of employment andoccupation.
The resources deployed in relation to Edenred’s businesssegments are described in sections 5.2.1.2 "Promoting diversity
and inclusion" and 5.2.1.3 "Labor and human rights".
As a result of these commitments, Edenred avoids any negative
impact on human rights. In 2016, it updated its Charter of Ethics,
which defines the conduct expected from its employees, partners
and suppliers. At the end of 2023, 100% of eligible Edenred
employees had acknowledged the Charter of Ethics. Edenredpublished a new Suppliers' Charter in 2023, which sets out thecommitments required of suppliers with regard to human rights.
This charter will be gradually rolled out to all Group suppliers.
Non-financial risks, including risks relating to human rights, wereassessed in 2018 in 45 countries where the Group operates. This
analysis did not identify any significant risks relating to human rights.

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Several countries have also developed initiatives to prevent any
negative impact while raising the awareness among employees
about these principles:• in Portugal, the subsidiary implemented a local Code of
conduct applicable to all employees, which sets out theguidelines for professional conduct to prevent and combat
workplace harassment, therefore creating and maintaining awork environment in which all individuals are treated with
dignity and respect. The Code also includes the disciplinary
action applicable if these guidelines are not respected;

5.2.1.4• in recognition of its advanced commitment to social responsibility,
Edenred Mexico gained certification under the Mexican
standard on equal employment opportunities and nondiscrimination. This certification is awarded by the National
Institute for Women (INMUJERES), the National Council toPrevent Discrimination (CONAPRED), and the Secretariat ofLabor.

Workplace environment

Ambition as an attractive employer
High performance and well-being are part of Edenred’scommitment toward both clients and employees. Improving
quality of life in the workplace and employee engagement
therefore represents a key challenge for Edenred. In line with this,the shared goal of the country organizations is to be committed toa Great Place to Work initiative, or, in other words, “to make
Edenred a great place to work”. To achieve this, the Group has
made workplace health, safety and well-being a key priority.
Edenred pays particular attention to employee engagement. In
2018, a survey to measure employee engagement globally waslaunched. Two new surveys were carried out, one in 2021 and theother in 2023. A very strong response rate of 90% was achievedin 2023, up 4 points compared to the first survey. At the end of
the survey, each Group subsidiary organized feedback for its
employees. Action plans were also put in place and are included
in several local HR strategies around employee engagement.
In addition, Pulse Surveys are organized locally, covering
24 entities in 2023. These surveys cover various themes(inclusion, engagement, working environment) at different levelsof the organization to listen to employees, assess the impact ofaction plans and develop employee engagement.

Recognition at the local level
In 2023, Edenred France obtained Top Employer certification
recognizing its excellent HR practices. Awarded by the Top
Employers Institute on the basis of an independent assessment,
this certification recognizes the initiatives implemented topromote employee engagement and well-being.
Meanwhile, Edenred Mexico was awarded Great Place to Workcertification in 2023. It is also one of three subsidiaries that haveobtained Healthy Place to Work certification. Lastly, it wasrecognized as a company committed to health, earning the
Empresa Saludablemente Responsable label. This award isdelivered by the council of workplace wellbeing to highlight thedevelopment of the company's wellbeing initiatives.
In addition, Edenred Brazil's Benefits & Engagement and Mobility
subsidiaries were awarded Great Place to Work certification in
2023. Over the years, several measures have been taken to
improve the organizational environment, compensation,

214• in 2018, Edenred UK introduced a Modern Slavery Transparency
Statement, which describes the measures taken by theCompany to prevent slavery and confirms its compliance with
anti-slavery laws;2023 Universal Registration Document — Edenred

benefits, autonomy, trust between teams, managementtransparency and increase pride in being part of the organization.
The Brazilian Mobility subsidiary came first in the Mental Healthcategory in 2023. Lastly, Great Place to Work certification was
also awarded to the Benefits & Engagement business line of the
Greek and Turkish subsidiaries.

Promoting a satisfactory work-life balance
Edenred is committed to developing a positive work-life balancethrough a number of initiatives that vary by country, including:• the option for employees to work from home on certain days
(two days a week in most countries), depending on their role,in order to simplify their home life and reduce theircommuting time;• family leave (maternity/paternity/parental/caregiver leave) is
encouraged at Group level and offered to all employees. As aresult, 1,492 employees or 14% of Edenred's workforce (6%men and 8% women) took family leave in 2023;• part-time work, which is encouraged in Austria (especially for
employees with young children);• concierge services that can handle certain private tasks for
employees during their working hours to save them time;• benefits to promote employee well-being, such as gym anddance classes, healthy eating and balanced diet workshops,
availability of fruit baskets and other healthy snacks especiallyin some subsidiaries;• support for parents at the birth of a child with the Future
Mom program in Brazil;• for childcare, with:• the distribution of Edenred childcare solutions toemployees (such as Childcare Vouchers in the United
Kingdom, Ticket CESU in France and Euroticket Creche andEuroticket Estudante in Portugal),• premises in Germany to care for employees’ children when
they are ill or need temporary childcare,• a Moms and Dads program in Italy to support women
returning from maternity leave and expert help in
identifying the most appropriate childcare solution.

Non-financial performance statement
Improve quality of life

5.2.1.5

5

Key figures

Human Resources data at December 31, 2023
At December 31, 2023, Edenred employed 11,233 people in its host countries around the world, representing an increase of 15.2% from2022. The rise is attributable to our continued business development, with the larger workforce also reflecting Edenred’s growth,
including via acquisitions.

Workforce by region
The diversity of geographical locations reflects the Group’s internationalization – 87% of employees worked outside France at the end of 2023.
· Workforce by age· Workforce by gender

A total of 46% of Edenred employees are under 35.

At December 31, 2023, women accounted for 52% of Edenred’s
workforce, as follows:

5%>55 years

Total

48%

52%

France43%57%Europe (excl. France)

46%

54%

Latin America

51%

49%

Rest of the World

53%

47%

Other

60%

40%

15%

45 to 54 years

34%

35 to 44 years

39%

25 to 34 years

7%<25 years· Workforce by job category
A manager is defined as an employee who manages others and/or
has a high level of responsibility within the organization. At
December 31, 2023, managers accounted for 22% of Edenred’s
workforce, as follows:

Men

Women

Hires and departures in 2023
Total

22%

78%

France20%80%Europe (excl. France)

20%

80%

Latin America

21%

79%

Rest of the World

25%

75%

Other
Managers

47%

In 2023, the Group hired 3,779(1) new employees, of whom 26.3%
were in Latin America, 50.1% in Europe (excluding France), 8.2%
in France, 12.4% in the Rest of the World and 3% in corporate
headquarters & other. Of these people, 83% were recruited fromoutside the Group on a permanent contract.
Over the same period, 2,283 people(2) left the various
subsidiaries. The majority of departures were due to resignations(45%). Terminations for any reason whatsoever accounted for
32% of the total, and 89% of those were not collective redundancies.
The end of fixed-term contracts accounted for 5% of total
departures.

53%

Non-managers(1) Does not include promotions or transfers, conversions of temporary contracts into permanent contracts or new employees resulting from mergers.
(2) Does not include promotions or transfers, conversions of temporary contracts into permanent contracts or any long-term leave that may cause a work
contract to be suspended but not terminated.

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2023 SUMMARY TABLE OF EMPLOYEE DATA – GROUP

EuropeFrance (excl. France)

Latin
AmericaRest ofthe
GlobalWorld structures

Total
2023

Total
2022

NUMBER OF EMPLOYEES

1,140

4,602

4,079

1,081

331

11,233

9,750% under permanent contracts

98%

97%

100%

99%

99%

98%

98%

% under fixed-term contracts

2

3

0

1

1

2%

2%

% women

57%

54%

49%

47%

40%

52%

51%

% men

43%

46%

51%

53%

60%

48%

49%

Number of interns

66

97

107

-

8

278

274

Full-time equivalent

1,136

4,293

4,069

1,033

330

10,861

9,680% of managers(1)

20%

20%

21%

25%

47%

22%

21%

% women managers

48%

48%

43%

38%

35%

44%

42%

% men managers

52%

52%

58%

62%

64%

56%

58%

Number of hours of training

19,081

61,757100,263

10,9993,118 195,219 185,791

Number of hours of training for managers

7,094

18,01032,299

3,175

1,295

Number of hours of training for employees
excluding managers

1,823 133,346 134,568

MANAGEMENTTRAINING
61,87351,223

11,98843,74867,964

7,823

Number of employees having attended
at least one training course

845

3,158

890

272

3,675

8,840

11,253

Number of managers having attended
at least one training course

218

691

199

136

852

2,096

2,275

Number of employees excluding managers
having attended at least one training course

627

2,467

691

136

2,823

6,744

8,978

Lost-time incident frequency rate (LTIF) (as a %)(2)

10.2

0.2

1.8

0.0

0.0

1.55

2.0

Severity rate (as a %)(3)

0.6

0.0

0.0

0.0

0.0

0.068

0.8

HEALTH AND SAFETY

4.8

2.3

0.6

0.7

0.9

1.70

2.0

Number of fatal accidents in the workplace

Absenteeism rate (as a %)

0

0

0

0

0

0

0

Number of occupational illnesses resulting inat least one day of lost time

0

0

0

0

0

0

0

(4)

Note on reported information:
Employee numbers correspond to the number of individuals on the payroll on December 31 and the number of full-time equivalent employees.
The concept of number of employees is designed to quantify the number of individuals under permanent and fixed-term contracts (this excludes interns, service
providers and subcontractors), regardless of the actual time spent on site or their contractual working hours. Total number of employees is used to calculate
several other indicators.
The concept of full-time equivalent is designed to quantify the workforce on a comparable basis, i.e., the standard full-time contract applied in each unit. The
purpose is to measure the organization’s operational workforce, taking into account work week duration and contractual working hours. The figures also include
interns and temporary employees.
(1) A manager is defined as an employee who manages others and/or has a high level of responsibility within the organization.
(2) Lost-time incidents (frequency rate divided per million hours worked): non-fatal and fatal accidents occurring during or because of work, including
commuting accidents, and involving salaried employees and all other persons working for the Edenred Group in any capacity and at any location andresulting in at least one day of absence. The lost-time incident frequency rate corresponds to the number of lost-time accidents per million hours worked.
(3) Severity rate: number of days of lost time following an occupational accident multiplied by 1,000 and divided by the total number of hours worked by theentire workforce over the calendar year.
(4) Absenteeism rate: total number of person-days lost to absenteeism in the period divided by the number of person-days available in the period. This includes
absenteeism due to occupational accidents, commuting accidents, occupational illnesses and non-occupational illnesses.

216

2023 Universal Registration Document — Edenred

Non-financial performance statement
Improve quality of life5

Non-salaried workers
In 2023, the Group had 2,800 non-salaried workers in the HRIS, defined as anyone who does not have an employment contract with the
Edenred group and performs ad hoc assignments for the company. This includes consultants and temporary staff.
Rest ofthe World
Latin
America
Edenred SE
France

164
316
397
587

Europe(excl. France)

Total

5.2.2

2,800

Contributing to local development

In every host country, Edenred forges strong ties with local
communities and non-profit organizations to assist people indifficult circumstances.
Edenred employees are the driving force behind these initiatives,
which take the form of donations, skills support and social welfare
programs, often deployed in association with corporate clients,
partner merchants, employee users and other stakeholders.

5.2.2.1

1,336

The focus is on long-term partnerships with the supported
organizations. Chosen on the basis of each subsidiary’s local
situation, the projects cover a wide range of areas, including foodaid through collections and voucher donations, support for
education and professional integration.

Social and economic contribution

Global outreach initiatives
Idealday, a day of action to support local communities
To heighten the impact of these outreach initiatives, the Groupdecided in 2017 to organize a dedicated day of action to support
local communities. The idea is to give them the most valuableasset employees have – their time.
On June 21, 2023, over 3,500 Edenred employees in 45 countries
worldwide participated in the day of action through 138 different
initiatives related to Edenred’s three pillars (People, Planet andProgress). Close to 125 associations received support. This
represents 2,159 volunteer days (in equivalent days).

Between September 13 and November 8, 2023, 5,686 employees(1,000 more than the previous year) ran, walked or cycled a totalof 2.15 million kilometers as part of indoor or outdoor activities.
Their performance enabled Edenred to donate €50,000 to
Médecins Sans Frontières to finance specific programs to support
vulnerable populations all over the world.

Impact of these global initiatives
Edenred commits to many employee-led community outreach
initiatives throughout the year in partnership with local
non–profit organizations. In all, 251 non-profits in host countries
around the world were supported in 2023, with 3,079 eight-hourdays devoted to volunteering activities.

Edenraid, the connected solidarity challenge
Edenred has been organizing the Edenraid sports challenge since2017. For the fourth year running, the 2023 challenge raised
funds to support Médecins Sans Frontières in all its actions aroundthe world.

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Edenred distinguishes between several types of donations:
Direct donations€501,707

Indirect donations€2,172,512

Donations in kind
€68,155

Time donations representing volunteering activities€751,554

Direct donations by
the Group.

Indirect donations
through campaigns toencourage employee
users of solutions todonate their vouchers.

Donations in kind such as
basic necessities, books,
computers or food.

Time donations representing volunteering activities.
This indicator is calculated by dividing total payroll costsby the number of employees over the year todetermine the average hourly cost of an employee. That
figure is then multiplied by the number of hours
devoted to volunteering activities. This is based on 218
eight-hour days.

Together, these totaled €3,493,927 in donated funds in 2023.
· Time devoted to volunteering activities by region in 2023

Latin
America

37% France

44%

8% Europe

Rest of the World 12%(excl. France)· Direct, indirect and time donations 2021-2023(in thousands)

593
751

2,029

361
1,356

1,639
501
2021

2022

2023

Volunteer time based on payroll cost
Indirect donations
Direct donations

More Than Ever relief plan
One of the commitments of Ideal’s People pillar is to share thebenefits of growth with those in need. In 2020, the Group was able
to put this commitment into practice in a very tangible way, with thecreation of a fund called More Than Ever to support its ecosystem
in response to the consequences of the Covid-19 epidemic.

218

In 2022, Edenred financed the medical evacuation of a sick
employee from France to Romania to reunite him with his family.
As no initiatives were launched in 2023, the Group has decided
to close this support fund.

Other outreach initiatives
Examples of initiatives to fight hunger
For more than 20 years, Edenred France has worked closely with
the French Red Cross and supported its food aid initiatives
through participation in the Restaurons la solidarité campaign
accessible to Ticket Restaurant employee card users, who canmake donations for whatever amount they wish to the French
Red Cross throughout the year, securely and in just a few clicks
on the MyEdenred app. The campaign raised €1,412,427 in 2023.
As part of the 2023 volunteer program, Edenred Brazil led amajor initiative to assemble, manufacture and distribute mealboxes for the homeless. This extensive scheme is in collaboration
with Gastromotiva, an NGO dedicated to social transformation
through actions focused on food and food safety. As part of thisvolunteer initiative, 300 boxed meals, 300 fruit salads and 100
personal hygiene kits were generously donated.

2,172

1,173

The relief fund was used to finance and organize tests,
vaccinations, air transport for medical intervention and insurance
costs, as well as other actions to support its partners,
demonstrating Edenred’s ability to take swift action to protect
its human capital and ensure its business continuity.

2023 Universal Registration Document — Edenred

Edenred Spain has formed a partnership with Action contre la
Faim enabling all Ticket Restaurant holders to make a donation
directly to the NGO's emergency fund via a dedicated page.
Edenred informs users about the campaign with the aim ofraising awareness about food emergencies and increasing aid.
More than €40,000 was raised in 2023, equivalent to helping
over 100 families access basic food and hygiene products.
Following the earthquake that struck Turkey in February 2023,
employees of the Group's Turkish subsidiary collected food,water and clothing for people in the earthquake-affected region.
The extensive efforts of the subsidiary's employees helped
provide 2,821 kg of food and over 51,000 liters of water to thosein need.

Non-financial performance statement
Improve quality of life

Examples of initiatives to fight poverty

Examples of professional integration initiatives

Since 2006, Edenred Austria has worked with the Austrian Red
Cross to collect paper vouchers donated by users in special boxes
at the offices of certain corporate customers. In 2023, €20,000
was collected to help families in emergency situations notcovered by government assistance, in particular by paying theirbills, enabling them to do their shopping and offering them longterm support. In all, €200,000 has been raised for the Austrian
Red Cross in 15 years.

In Venezuela, Edenred has set up the "My first job at Edenred"program, a job placement project for students from various
Caracas institutions. Local organization Superatec, which
prepares students for working life, put the students in touchwith Edenred Venezuela. The program aims to have six to eighttrainees per year in different departments.

Edenred Bulgaria has joined the Soupe du cœur initiative,
organized by the French-Bulgarian Chamber of Commerce andIndustry in January 2023. Employees volunteered to pack the
food. A total of 1,400 portions were prepared in four days. In
March, they joined the Foundation's Good for Everyone initiativeby collecting childcare items.

Examples of education initiatives
Edenred SE has supported Sport dans la Ville for seven years. The
charity helps young people from disadvantaged neighborhoodsto achieve success. Through sport, it passes on values that areimportant for their personal development and joining the worldof work, with the aim of promoting equal opportunity. The
partnership aims to capitalize on and involve Edenred employees
in existing programs: L dans la ville, Entrepreneur dans la Ville, andthe Young talent program. In 2023, the program took on a moreinternational dimension, with initial contacts and actions in
Belgium and Latin America.
In Turkey, employees were involved in several projects to support
education in 2023:• electronic equipment was donated to TÜBİSAD (Bilişim Sanayicileri
Derneği-Informatics Industry Association) for use ineducational centers set up by TEGV (Türkiye Eğitim Gönüllüleri
Vakfı-The Educational Volunteers Foundation of Turkey);• a collection of books, notebooks, stationery and clothing wasorganized for earthquake victims. The items collected weredelivered to the earthquake zone in Turkey.
Edenred Brazil invited its employees to mentor young
professionals in collaboration with the Instituto Reciclar, an NGO
dedicated to vocational training for socially vulnerable young
people through an innovative educational model that promotes
practical learning, socio-emotional development and excellent
technical and vocational training. Edenred Brazil employees
contributed 570 volunteer hours online.
Edenred Romania EDC's EdenTech graduate training program isdesigned to promote education and provide opportunities forpeople with no previous work experience. As part of the
program, employees talk to students about the company. One
initiative supported by EDC employees involved buying schoolsupplies for an NGO that supports the education of children andteenagers from disadvantaged backgrounds.
Edenred Uruguay has joined forces with the NGO Anima, whichruns a dual education program in which teenagers aged 16 to 18
not only study certain essential high school subjects but also
learn computer and management skills. They work 12 hours aweek and Edenred Uruguay volunteers help them combine
theory and practice.

5

Edenred Punto Mexico is currently taking part in the "Jovenes
Construyendo el Futuro" ("Young People Building the Future")program, which helps young students get internships, paving theway for future employment opportunities within the group.
Edenred Brazil organizes informal meetings each month withmembers of their local management committee. This initiative
has had a positive impact, achieving 100 NPS points andencouraging significant interaction and experience sharing
between participants.

Examples of initiatives for health
1,368 employees from all Edenred Brazil units took part in theweek dedicated to workplace health and accident prevention.
Activities included a live session on diet and health, and a live
session on how to manage anxiety.
In Poland, Edenred has organized regular health webinars for
employees, with the option of opening these up to the otherorganizations involved in developing the For Good movement. In
addition to these events, a newsletter goes out to employees,
customers and potential prospects to raise awareness of theimportance of healthy eating and taking time out for lunch.
In Finland, Edenred revised its prevention model in 2023 andtrained its managers in following the new process. The aim of themodel is to safeguard employees' wellbeing and prevent any
damage to their health as a result of their work. The guidesupports the entire working community, particularly managers,in situations where signs of problems threaten employees'
wellbeing and ability to work.
Edenred Peru has formed a partnership with Red Salud offering
users access to a basic health service. All cardholders can benefit
from unlimited remote medical services at a special rate. Around
30% of the population had no health insurance in 2023, which is
why Edenred wants to help reduce this figure.
In Portugal, Edenred launched a multi-benefit solution in
September that covers employees' costs in areas such as
education, health and wellbeing, as well as social support. It
covers the cost of medical procedures, pharmacies, clinics,
physiotherapy and more. Employers and governments can use
the solution to help people access a healthier life.
In collaboration with the National Association of Family Doctors
and the National Institute of Health, Edenred Romania hasdeveloped the first training course for employees in Romania,
approved by a public authority, combining neuroscience andhealthy habits. This training is provided free of charge for all
Edenred Romania employees.

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Non-financial performance statement
Improve quality of life

Edenred Spain organized a webinar on healthy, sustainableeating for staff, providing guidelines and tips on how to makethe right choices on a daily basis. Some 60% of staff took part in
the webinar, hosted by the Vice-President of the Spanish Academyof Nutrition and Dietetics. The company also offers healthy
breakfasts every month at the office, including yogurt and fruit.
In its drive to become an inclusive and accessible workplace,
Edenred Sweden installed "Mensskydd" period productdispensers in all staff toilets in the third quarter. The supplierfocuses on creating free, accessible, aesthetic and easy solutions
for hygiene products. The initiative was well received, with a very
positive response from employees and visitors alike.

Examples of initiatives to promote sportand physical activity
As well as being a genuine source of well-being for employees,
physical activity is also known to increase productivity andstrengthen team spirit. In this context, the Edenraid sports
challenge is organized each year to promote physical activity
among all Edenred employees. The survey conducted in 2023
following the Edenraid challenge showed that 72% of
respondents did more sport after the challenge, 86% ofrespondents felt fitter and in a better mood, and 61% felt lessstressed at work.
In addition, many of the Group’s subsidiaries offer theiremployees subsidies for sports club subscriptions throughspecific dedicated solutions such as Ticket Fit or Ticket Sport &Culture, or through discounts. Several subsidiaries also offeryoga, rumba or cardio boxing classes, while others have createdsports teams to take part in local amateur competitions. Finally,some Edenred employees from various subsidiaries, such as
Greece, Romania, Turkey, Lithuania, Germany and the United
Kingdom, have taken part in local marathons or half-marathons,
wearing the Edenred colors.
Other Group subsidiaries encourage employees to sign up forcharity races. In 2023, Edenred Spain took part in the ALS
marathon to raise funds to prevent the illness, as well as theHeart Solidarity Race and the Cornellà race, with proceeds goingto students at risk of social exclusion. In France, Edenred hastaken part for several years in the Odyssea race to raise funds forbreast cancer.

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Social vouchers for vulnerable people
As part of its historic commitment to more effective and virtuous
public policies, Edenred provides public authorities and NGOs
with specific solutions to enable vulnerable groups to accessessential goods and services. A case in point, Ticket Services is asolution that can easily be adapted and used in several countries.
Specifically designed to support fragile populations or thosefacing a difficult economic situation, these vouchers provide
access to basic necessities, such as food, clothing and personalcare products. In France, Ticket Services received legal status in
1998. The solution has since been taken up by many
non‑governmental organizations and local public authorities.
Since 1992, the French Red Cross has been distributing foodvouchers as an alternative to food baskets. More recently, thedigital platforms developed by Edenred have made it possible to
distribute subsidies for the elderly on behalf of, an affordable
housing body.
The Belgian Ticket S program, based on the same model, enables
low-income earners to have a meal in restaurants or buy food insupermarkets. A total of 4,529 cards were issued in 2023,
representing €560,000. Similar international initiatives have beenlaunched since 2022:• Edenred Portugal and Lisbon City Council have signed acooperation agreement, joining forces to provide food aid to
Ukrainian refugees arriving in Lisbon. Under the agreement,
Edenred Portugal has delivered 500 meal cards to Ukrainian
refugees. Each Euroticket meal card was loaded with 100
euros that could be used to pay for meals or buy food in the
Edenred merchant network;• the European Funds ministry launched a program to assist the
food disadvantaged. Edenred Romania proposed the social
card as a solution. In 2023, 1 million cards were issued andused by people in need to buy food.
As well as the advantages for the direct beneficiaries of these
programs, the vouchers contribute to fostering social andeconomic inclusion. They represent a practical measure in thefight for social inclusion and against poverty. On top of financial
support, social vouchers offer their beneficiaries a choice among
the food they wish to consume (unlike food baskets),
encouraging vital awareness of people’s differing needs. This
practice is recognized at the European level as a way to ensure
rapid and efficient distribution of aid to the neediest people.

Non-financial performance statement
Protecting the environment and combating climate change

5.3

Protecting the environment and combating climate change

The Group's policies respond to the need to prevent andmitigate the main CSR risks and are intended to help it achievesustainable growth. The main environmental issues faced by
Edenred are related to climate change, as shown in its summaryof risks and opportunities in section 5.1.3 "Main risks and

5.3.1

opportunities". The Group is encouraged to meet the
expectations of its stakeholders to support the ecologicaltransition and develop new solutions with a reduced impact on
the environment. Climate-related opportunities have been
identified through the development of dedicated solutions.

An ambitious environmental policy

There is a consensus today on the importance of the issue ofclimate change and the urgent need to take collective action.
The Paris Agreements set a clear objective of keeping theincrease in the global average temperature below 2 degrees
Celsius or even 1.5°C above pre-industrial levels. An
unprecedented global effort is needed to halve greenhouse gas(GHG) emissions this decade and achieve net zero by 2050 at thelatest. The Group is aware of these challenges and despite its
limited direct impact on the environment due to its service
activities, Edenred has been committed to combating climatechange for many years by means of its ambitions to reduce its
greenhouse gas emissions, which are at the heart of its
sustainable development strategy: Ideal.
• In 2017, Edenred launched its first sustainable development
program, Ideal, centered around three pillars: People, Planet,
Progress. Commitments adjusted in 2022 following the first
double materiality assessment and within the framework of
Beyond22-25.

The Group would like to meet the expectations of its
stakeholders to support the ecological transition and develop
new solutions with a reduced impact on the environment.
Climate-related opportunities have therefore been identified
through the development of dedicated solutions. To tackle thechallenges of climate change, Edenred has launched a number ofinterna, structured initiatives to reduce the impact of its
business activities and its solutions, including:• reducing its carbon footprint, consumption of resources andwaste production by improving the energy efficiency of its
operations and solutions through the implementation of anenvironmental management system;• At the Rencontre des Entrepreneurs de France (La REF), an
annual conference bringing together French businesses fromall industries, held in 2019, Edenred joined 98 other French
companies working to drastically reduce the planet’s
greenhouse gas (GHG) emissions.

• developing low-carbon mobility solutions for employees andcustomers;• In 2022, Edenred ramped up its efforts by joining the Science
Based Targets campaign, an initiative by CDP, the United
Nations Global Compact, the World Resources Institute and
NGO WWF. This means it is committed to achieving net zerocarbon by 2050.
• In 2023, the Group became a signatory of the Task Force on
Climate-Related Financial Disclosures (TCFD) (see section 5.3.3.1).

5.3.1.1

5• managing the footprint of the Group’s solutions throughout
their life cycle to reduce the use of natural resources;• acting in favor of the circular economy through actions aroundthe eco-design of its products and services in favor of more
responsible consumption and production;• combating food waste through its network of partner
merchants and employee users.
Because employee commitment is a key success factor for
Edenred’s environmental policy, the Group trains its employees inenvironmental and social issues in a variety of ways, in particular:• Edenred has designed a training course called "Sustainability
at Edenred", available to all company employees via EDU. This
training will be made compulsory for all employees in 2024;• the Group also launched the IdealWeek sustainable
development week in June 2023, with one day dedicated toenvironmental issues.

Measures to combat climate change

Since 2012, Edenred has been committed to reducing andmanaging its impacts by operating an environmental
management system and monitoring its greenhouse gas (GHG)
emissions worldwide. To respond to the great challenges linked
to physical risks and stakeholder expectations, and to take into
account the opportunities linked to improving its energy
efficiency, Edenred is making a sustainable commitment tocontrolling its emissions.

Environmental management aligned with ISO 14001
Within the framework of the Group’s sustainable development
activities, environmental and climate governance is overseen by
the Executive Vice President, Human Resources and Corporate
Social Responsibility, and managed on an operational level by the
CSR Director.

Edenred has set up an environmental management systemdesigned to address the environmental concerns specific to theGroup's sites and implement further measures to reduce its
environmental footprint. This management system is alignedwith ISO 14001.
Edenred is committed to continuous performance improvement
by obtaining certification, in particular ISO 14001 certification for
managing the environmental impact of its activities andimproving its environmental performance. The Group had 11 certified
subsidiaries in 2023(1), covering 40% of its workforce. Subsidiaries
in Finland and Mexico have also obtained local environmental
certifications. In 2023, 51% of employees worked for a subsidiarywith ISO 14001 or another environmental certification.

(1) Brazil (Accentiv' Brazil Mimetica, Edenred SSC, ITEC Brazil, Ticket Log, Ticket Servicos), Bulgaria, Chile, France, Italy, Romania, United Kingdom.

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Protecting the environment and combating climate change

To encourage other subsidiaries in the Group to seek local
certification, best practices have been exchanged between
countries since 2019 to enable them to present the challenges andadvantages of local initiatives and the development of action plans
based on the principles of an environmental management system.
In addition, Edenred has set up a reporting system to consolidate
the environmental policy for all countries and sites in which theGroup operates, based on annual monitoring of the performanceof around 20 environmental indicators, in relation the following areasin particular:• energy use;
• use of resources (paper, plastic, water);• waste production;• compliance with local environmental
international environmental standards.

regulations

andAnnual assessment of greenhouse gas emissions
The nature of Edenred's business means that it consumes little
energy and has a small direct carbon footprint. At the end of2023, the Group was not subject to any carbon pricing

mechanisms (taxes or emissions trading schemes) required byregulations. Nevertheless, Edenred has been committed tocombating climate change for many years and has a proactive
policy for reducing its carbon emissions.
In collaboration with an expert in the field, Edenred carries out ayearly greenhouse gas emissions assessment for all the Group's
activities, to measure its carbon emissions and identify actionplans to reduce its impact. The assessment follows the rules of
the Greenhouse Gas Protocol (GHG Protocol), the international
benchmark for GHG inventory, using this method to ascertain theGroup's overall carbon footprint according to three categories:• Scope 1 emissions: direct GHG emissions associated with gas
and fuel consumption at all Group sites. This includes GHG
emissions associated with any refrigerant gas leaks;• Scope 2 emissions: indirect GHG emissions associated withelectricity, heat, cooling and steam purchased by sites
operated by the Group;• Scope 3 emissions: other indirect GHG emissions associated inparticular with the supply chain (upstream emissions) and useof products and services during their life cycle (downstream
emissions).

SCOPE 3A

SCOPE 1SCOPE 3A

INDIRECT EMISSIONSDIRECT EMISSIONSINDIRECT EMISSIONSBusinesstravelEmployeecommutingPurchased goods
and services

Upstreamtransportationand distribution

Capitalgoods

Company
vehiclesCompany
facilities

SCOPE 2
INDIRECT EMISSIONS

Downstream
transportationand distribution

End-of-life
treatment ofsold products

Downstream
leased assets

Processingof sold
products

Investments

Scope 3B
INDIRECT EMISSIONS

Fuel- andenergy-related
activities

Waste
Upstream leased
generatedassetsin operations

Purchased
electricity, heating and cooling for own use
Use (direct and indirect)of sold products

UPSTREAM ACTIVITIESREPORTING COMPANY

Edenred is able to take direct action to reduce scopes 1 and 2
emissions by implementing energy-saving measures and making
buildings much more energy efficient where possible.
Scope 3A covers other greenhouse gas emissions that are notdirectly related to the Group’s sites, including purchased products(water, plastic cards, paper for printed vouchers, brochures and222

2023 Universal Registration Document — Edenred

DOWNSTREAM ACTIVITIES

office use), business travel, waste and end-of-life treatment of soldproducts. These emissions are estimated each year using the GHG
Protocol methodology. With a view to continuous improvement,
work is done each year to improve the source data, perimeters andemissions factors used for this specific scope of the GHG
emissions assessment.

Non-financial performance statement
Protecting the environment and combating climate change

It should be noted that the use of products and services,
including the purchasing choices of employees using solutions(scope 3B), is not included in the emissions calculated below, inline with the recommendations of the GHG Protocol. However,the Group has particularly limited influence over this category,
which accounts for a significant proportion of its emissions.

5

Edenred’s 2023 assessment estimated its greenhouse gas
emissions at 109,254 metric tons of CO2eq, with the following
breakdown:• Scope 1: 6,252 metric tons of CO2eq(1);• Scope 2: 1,560 metric tons of CO2eq;• Scope 3A: 101,442 metric tons of CO2eq.

CHANGES IN PUBLISHED DATA FOR SCOPES 1 AND 2 (in thousands of metric tons of CO2equivalent)
2019

2022

Direct emissions from point sources(2)

393

715

2023 Change 2022-2023
854

Direct emissions from mobile sources

4.997

5,564

5,298

Total scope 1

5.812

6,279

6,252

-0.4%

Scope 2: indirect emissions (market-based)

3.241

2,195

1,560

-29%

Scope 2: indirect emissions (location-based)

-

-

2,041

TOTAL SCOPES 1 & 2 (MARKET-BASED)

9.053

8,474

7,812

-

-

8,293

TOTAL SCOPES 1 & 2 (LOCATION-BASED)-8%

In 2023, with a view to continuous improvement, work was done to improve input data, perimeters and emission factors for scope 3 of the
GHG emissions assessment.
Scope 3A in 2023

Upstream

Perimeter

2023 emissions

Scope 3 categories

Explanation and definition

Results in metrictons of CO2

3.1 Purchased goods andservices

CO2 emissions associated with products purchased or acquired.
Products include both goods (tangible products) and services(intangible products). For Edenred, these include purchases of IT
services, plastic cards, paper for printed vouchers and paper forbrochures and office use.

60,705

3.2 Capital goods

CO2 emissions associated with capital goods acquired or leased by
Edenred in 2023, mainly its fleet of vehicles and IT equipment.

2,427

3.3 Fuel- and energy-related
activities not included in scope
1 or scope 2CO2 emissions associated with the extraction, production andtransportation of fuel and energy purchased by Edenred for its
company cars. It also includes electricity distribution losses.

2,259

3.4/3.9 Up and downstream
transportation anddistribution

CO2 emissions generated by transporting purchased and conveyed
goods to Group sites.

7,466

3.5 Waste

CO2 emissions associated with treatment of waste from Groupsites.

460

3.6 Business travel

CO2 emissions associated with business travel by all Group
employees. These emissions take account of the different types oftransport used (plane, train, taxi).

6,996

3.7 Employee commuting

CO2 emissions associated with employees' journeys from home towork.

14,432

3.8 Upstream leased assets

CO2 emissions from the operation of leased assets. This category is
not material for the Group.

-(1) However, fugitive emissions related to the consumption of refrigerants, presented in scope 1 point sources, are estimated on the basis of an assumptions on
the occupied surface area of the sites and generic ratios. As such, these estimated figures may not be representative.
(2) Point sources include energy, gas and fuel consumption, and direct fugitive emissions.

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Protecting the environment and combating climate change

Downstream

Perimeter

2023 emissions

Scope 3 categories

Explanation and definition

Results in metrictons of CO2

3.9 Downstream
transportation

CO2 emissions associated with the transportation of products andsolutions sold. This category is not material for the Group.

-

3.10 Processing of soldproducts

CO2 emissions associated with the processing of intermediate
products by third parties.

-

Not relevant to the Group.
3.11 Use of sold products

CO2 emissions associated with the use of products by end
consumers. The Group has limited influence over this category.

-

3.12 End-of-life treatment ofsold products

CO2 emissions associated with the disposal and treatment of wastefrom sold products at the end of their life.

146

3.13 Downstream leased
assets

Not relevant: there are no assets owned by Edenred and leased byother entities.

-

3.14 Franchises

Not relevant: Edenred has no franchises or stores.

-

3.15 Investments

CO2 emissions associated with Edenred’s investments. Investments 6,552
are accounted for according to the proportion of the investment in
the company or companies concerned.

Greenhouse gas emission reduction targets
Edenred has long been committed to reducing its greenhouse gas
emissions. A number of reduction targets have been set for 2017.
As part of its Beyond22-25 strategic plan unveiled in October 2022,
Edenred announced its commitment to reach net zero carbon by
2050, in accordance with the Science Based Targets initiative(SBTi). The Group is currently working to finalize its GHG
reduction trajectories, aligned with a 1.5°C scenario and the Paris
Agreement, as well as a concrete roadmap for the coming
decade. These targets and ambitions will be submitted to the
Science Based Targets Committee for approval in 2024.

Group performance in reducing greenhouse gas
emissions· Change in scopes 1 and 2

9,053

8,474

7,812

The intensity and absolute reduction targets for scopes 1 and 2
are as follows:• in 2021, a new trajectory was calculated and defined. This
trajectory, using year 2019 as a baseline, draws on an absolute
reduction of GHG emissions and commits Edenred toa reduction of 15% by 2025 and 28% by 2030;• in 2023, in view of the emissions reductions already achievedby the Group, Edenred decided to aim even higher andcommitted to a 55% intensity reduction in scopes 1 and 2
emissions (point sources) between 2013 and 2026, with aninterim target of 52% reduction in 2023. In 2018, the Group
committed to a 52% reduction by 2030 on the same basis.
However, these trajectories are likely to be reviewed in light of
the Group's more ambitious commitment under the Science
Based Targets initiative.
Scope 3A reduction targets consist of:• developing solutions with an improved environmental impact.
Partly by choosing more environmentally friendly raw
materials, Edenred is committed to making 70% of its
solutions eco-designed by 2030. In 2023, 54% of solutions
were eco-designed. The reduction trajectories presented will
also be ramped up and refined in the near future in light of
the Group's more ambitious commitment under the Science
Based Targets initiative.

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2019

2022

2023

· Change in GHG emissions scopes 1 and 2
from point sources (in tCO2 eq)

-56%

5,521

2,414

2013

2023

Non-financial performance statement
Protecting the environment and combating climate change· Change in GHG emissions intensity scopes 1 and 2
from point sources (in tCO2 eq/m2)· Total electricity used 2021-2023 (in MWh)

11,976
560

-61%

2013

2021

2023

Scopes 1 and 2 emissions have been reduced by 8% relative to2022. This was achieved by cutting electricity consumption by
24% and increasing use of renewables. Renewable electricity
consumption rose by 24% relative to 2022, with renewables
accounting for 25% of total consumption (compared with 20% in2022). Managing the energy efficiency of buildings, raising
employee awareness about environmental issues and relocating
certain entities to more energy efficient buildings have had apositive impact on the Group's scopes 1 and 2 emissions.
In addition, calculation of the Group's carbon footprint is subject
to ongoing improvement and some data have been made morereliable. In particular, calculations of emissions associated withrefrigerant gases were made more reliable in 2023 for 2022.

10,85010,927

2,223

2,748

8,627

8,179

11,416

65

26

5

2022

2023

Renewable electricity
Conventional electricity

In addition, 14 Edenred subsidiaries in 2023 operated on sites
using renewable electricity, for a total of 2,748 MWh, whichcorresponds to 25% of the total electricity used by Edenredsubsidiaries in 2023.
· Breakdown of total energy used by region in 2023
(in MWh)

Latin America

24% France

35%

Local initiatives
Some Edenred countries measured their GHG emissions locally tofind new ways to reduce their environmental impact. These GHG
emission inventories are based on various standards adapted to
local concerns and recognized as good practice.

Latin America
In 2023, Edenred Brazil continued to invest actively in managing
and reducing its footprint. The recent inventory of greenhousegas (GHG) emissions for all its brands, audited by Green Domus
and approved by the Brazil GHG Program at the Fundação Getulio
Vargas (FGV), earned it the highest distinction: "the Gold Seal".

EuropeIn addition to confirming its ISO 14001 certification in 2023,
Edenred UK's sustainable commitment is demonstrated by thecreation of a Carbon Reduction Plan.

Reducing energy consumption and increasing useof renewables
Edenred has been working for a number of years on reducing its
energy consumption. These efforts focus on two main areas:
optimizing buildings’ energy consumption and using renewables
wherever possible.

Rest of the World

6%35% Europe(excl. France)

Initiatives to reduce energy consumption have mainly included
measures to raise employee awareness and promote the use ofenergies as permitted by each local context.
To improve energy efficiency and reduce energy consumption,
subsidiaries have been encouraged to locate in more responsible,
environmentally friendly buildings and invest in tools to
calculate and control their energy consumption accurately. These
tools take the form of either installing new equipment to control theenergy performance of the premises in which Edenred subsidiaries
operate, or carrying out building energy audits.
Several subsidiaries are located in buildings that meet the latest
and most demanding environmental standards, such as those inAustria, Spain, Greece, Poland, Singapore and Turkey, as well as
the Porto Alegre site in Brazil and UK subsidiary TRFC. Manytransitioned to 100% renewable electricity at the same time. In
addition, some sites have switched to more environmentallyfriendly LED lighting, as is the case in Italy, Brazil, Uruguay,
Singapore and Taiwan, and some have installed presence sensors
to limit the energy consumption of the buildings in which they
are located, as is the case in Greece, Italy, Mexico and Turkey.

The Group’s workforce grew by 15.2% between 2022 and 2023,
and by 26.8% compared with 2019. Despite this change, total
electricity consumption remained stable relative to 2022 at
10,927 MWh. Renewable electricity now accounts for 25%,compared with 20% in 2022, an increase of 24%. Over and above
the improvement projects in place, which continued in 2023, theoption for employees to work from home for two days a week
also had a favorable impact on this result due to the reduced
presence of staff on site.

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Protecting the environment and combating climate change

Since 2019, the Group's corporate headquarters have been locatedin a solar panel-equipped positive-energy office building that has
the Bepos Effinergie 2013 Label and High Environmental Quality(HQE) certification. In addition, three Group subsidiaries - in Czech
Republic, Poland and Slovakia - are BREEAM (Building Research
Establishment Environmental Assessment Method) certified, arecognized environmental certification, while Edenred Digital
Center in Bucharest and Edenred Brazil are LEED Gold (Leadership in
Energy and Environmental Design) certified. These recognizedlabels attest to the high environmental performance of
these buildings.

2022

2023

Total electricity from renewable sources (MWh)2,223,307

2,747,906

Electricity from non-renewable sources (MWh)8,627,075

8,179,188

Non-renewable heating, cooling and steam networks (MWh)Total energy use (MWh)Reducing the environmental impact of productmaterials (paper, plastic)
In 2023, Edenred used 110 metric tons of plastic to manufacture
its cards, including 33% recycled plastic compared with 30% in
2022, and 424 metric tons of paper compared with 586 metrictons in 2022, including 70% recycled or certified origin paper toproduce its paper vouchers.
Edenred continued implementing its eco-design approach in 2023 to
improve its environmental footprint. This goal is supported by two
missions: to significantly reduce its consumption of paper and plastic
and to develop product design methods that use moreenvironmentally friendly paper and plastic. In 2023, the Group
designed and supplied 54% eco-designed solutions, compared with
33% in 2022. The process is described in section 5.3.2.1 "Eco-design ofsolutions".
To go further in reducing the impact of its products, Edenred carries
out lifecycle assessments (LCAs) in its host countries to compare
the environmental impact of its products. The first assessment
was conducted in France and released in 2017. This method wasused to measure the impacts of both paper- and card-based
Ticket Restaurant solutions using three indicators – climatechange, resource depletion and water use. so that priority
actions could be identified to reduce the environmental impact.
The primary conclusion was that the card has a more positive
impact than paper vouchers in terms of climate change and useof natural resources. It cuts GHG emissions by nearly two-thirds(64%) and reduces resource use by 86% across the productlifecycle. This is because the card is manufactured and sent to theuser, which means that energy use and greenhouse gas
emissions are significantly reduced in the production anddistribution stages.
Edenred updated the assessment in 2022, extending the scope
to other countries in which the Group operates. The newassessment included 2019 data from six countries (France, Italy,
Mexico, Brazil, Belgium and Colombia). It once again confirmed
the positive impact of Edenred’s digitalization strategy on the
global footprint of its products, with the switch from paper
vouchers to cards likely to reduce emissions by between 65% and
80% depending on country maturity.

711,205

786,637

11,561,587

11,713,829

Reducing the impact of IT equipment and server
consumption, and developing measures to promoteresponsible digital use
Edenred is committed to improving the energy efficiency andcarbon footprint of its data centers, with the objective of
reducing the average power usage effectiveness (PUE) as muchas possible over the coming years. To achieve this, the Group is
working to reduce energy consumption by increasing the use ofvirtual servers and optimizing energy use. As a result,approximately 64% of Edenred data centers used renewableenergy in 2023 with an average PUE of 1.31.
In addition to controlling the consumption of data centers, somesubsidiaries are involved in responsible digital initiatives.
To move to the next level, Edenred France issued a formal
commitment to improve the environmental or social profile of its
products and solutions. It thus signed the "Responsible Digital
Charter" in 2019. Electronic waste recycling and recovery
initiatives are in place in some 15 countries. Alongside theseactions, since 2016 the French subsidiary has been working with
AfB, a specialist in IT asset recovery. This partnership has made it
possible to recycle materials, avoiding the energy use and GHG
emissions that would be required to produce them from scratch.
AfB also does its part for society through its status as an adapted
company, creating jobs for people with disabilities.
In 2022, Edenred also redesigned its corporate website(edenred.com) with a partner recognized for best practices.
Right from the website design phase, steps were taken toenhance its environmental performance. An editorial governanceand document management system was developed to optimize
server storage, reducing the volume of hosted files from 6 GB
to 2.6 GB. A new dark mode option also cuts energy use by up
to 40% when viewing on a smartphone.

Reducing the impact of business travel andcommutingDue to the Group's global presence, business travel is an
important way of strengthening ties with its ecosystem andinternal and external stakeholders. However, travel is also a major
source of the Group's greenhouse gas emissions. Emissions
associated with business travel make up a significant proportionof the Group's emissions, accounting for 6,996 tCO2eq, or 6% of
scopes 1, 2 and 3A emissions. To reduce these emissions, theGroup is continuing to encourage virtual meetings instead of
business travel by air wherever possible.
As part of its environmental commitment, Edenred will adopt a
more stringent travel policy in 2024, combined with regularmonitoring of travel.

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Non-financial performance statement
Protecting the environment and combating climate change

Emissions associated with company vehicles account for asignificant proportion of the Group's greenhouse gas emissions.
As part of its environmental goals, the Group has set out a formalcompany car policy, allowing for environmental criteria to be
included in the selection and renewal of Group vehicles. A dozen
subsidiaries have opted for hybrid or electric vehicles. Dependingon the local situation, subsidiaries also provide electric vehicle
charging points for employees.
Edenred strives to promote alternative modes of transport toprivate cars for commuting. In 2023, the Group once again asked
some of its employees about their commuting habits via a surveyof nine Group subsidiaries, including France, Brazil, Italy, Mexico,
Germany, the United Kingdom, Romania, Belgium and Turkey. In
addition to refining the Group's carbon footprint assessment,these surveys are designed to encourage employees to use public
transport for commuting, or alternative, more environmentallyfriendly transport solutions. Some subsidiaries also facilitate
carpooling among employees, such as in Belgium.

5.3.1.2

5

Working from home is now a firmly established practiceGroup–wide. Some entities have negotiated or renegotiatedhomeworking agreements to offer their employees greater
flexibility. Most countries offer the option of working from home
two days a week, which helps in particular to reduce emissions
associated with commuting. This is particularly true for entities
with sites that are hard to reach by public transport.

Use of solutions (emissions not included in Edenred’s
GHG inventory as per the GHG Protocol)
The use of Edenred solutions by its users represents a significant
proportion of the Group's carbon footprint. To reduce this
impact, Edenred is committed to involving its ecosystem in its
transformation and has worked on offering more environmentallyfriendly services and solutions. Examples include multimodal
mobility solutions, services to limit food waste and promoting
good food practices. The approach is described in full in section
5.4 “Creating value responsibly”.

Conserving resources and reducing waste

For many years, the Group has had an ambitious approach towaste reduction and recovery as part of the Ideal program. Thisapproach, which is also set out formally in Edenred's environmental
management system, includes reducing waste at source,
sustainable waste management and recycling. Edenred’s eco‑design
approach helps limit waste production related to its solutions. Given
the nature of Edenred’s business, most waste is office waste andvoucher customization process waste.
In 2023, the Group generated 468 metric tons of waste(compared with 478 tons in 2022), 44% of which was recycled,
representing a 2% reduction in waste relative to 2022.
Most subsidiaries have deployed internal recycling systems foroffice paper, plastic cups, aluminum cans and printer cartridges.
Most of the redeemed vouchers processed by the subsidiaries are
shredded by an outside contractor. The paper is then recycled.

Water use and supply in relation to local constraints
The nature of Edenred's business means that it consumes little water.
However, monitoring water consumption is part of the Group's
responsibility, as its mainly urban sites are connected to the publicsewage system.
Water use totaled 44,166 cubic meters in 2023, up 7% relative to2022 due to the Group's subsidiaries returning to pre-Covid
business levels. Going forward, particular attention will be paid
to sites' water use.

Resources devoted to preventing environmental
risks and pollution
The Group's materiality analysis has shown that its activities haveno significant or critical direct impact on the various forms ofpollution - soil, water, air or noise pollution. However, in line with
its environmental commitments and goals, whenever subsidiaries
manufacture personalized physical products, they are strongly
encouraged to use environmentally friendly inks for personalizing
titles. Edenred France, for example, uses non-toxic water-based
inks that do not emit any volatile organic compounds (VOCs).

Action to protect biodiversity
Edenred helps to preserve ecosystems and protect biodiversity
at various levels:• to help combat deforestation and limit its impact on
biodiversity, Edenred promotes the use of recycled or FSCcertified paper. In 2023, 69% of paper bought by Edenred wasrecycled or FSC-certified (from sustainably managed forests);• as part of the Move for Good project (described in full in
section 5.4.4.2 "Promoting sustainable mobility"), Edenred has
supported three programs to preserve the Amazon rainforestand prevent deforestation. The Brazilian subsidiary also supports
Legado das Águas, Brazil’s largest private Atlantic Forest
reserve, spanning 31,000 hectares. Around 5,000 tree seedlings
were planted in 2023. This program will continue in 2024;• in France, La Compagnie des Cartes Carburant (LCCC) has beena partner to Reforest’Action, a non-profit organizationcommitted to reforestation, since 2018. In 2021 and for the
next three years, the Group has financed 34,320 carbon credits
for a REDD+ project in Brazil, as well as the planting of
55,000 trees in Haiti.

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Non-financial performance statement
Protecting the environment and combating climate change

5.3.2

Managing the impact of solutions during their lifetime

One of Edenred’s impacts on the environment stems from the production of paper vouchers and plastic cards. The Group has made it apriority to move existing paper solutions and cards towards sustainable formats.

5.3.2.1

Eco-designed solutions

Edenred increasingly develops paperless formats for its payment
solutions available to employee users. Taking an eco-design
approach to these solutions, whether physical or digital, is one of
the key aims of Edenred’s environmental policy.

Using more environmentally friendly materials
As part of the Group’s commitment to eco-design, subsidiaries areencouraged to use recycled paper or paper from sustainably
managed forests certified to the standards of the Forest
Stewardship Council (FSC), both for voucher production andeveryday office use. In 2023, 14 subsidiaries – representing 79% ofbusiness volume of subsidiaries that produce paper vouchers – usedrecycled or FSC-certified paper for voucher production. This limited
Edenred’s impact on the wood chain.
Alongside certified and recycled paper, Edenred uses
vegetable–based inks whenever voucher security constraints permit.
In addition, environmental criteria were included in the call for
tenders for material for smart cards in 2020, resulting in themarketing of over 11 million eco-designed cards and relatedorders from 25 subsidiaries in 2023, up from 22 in 2022.
In France, for example, Edenred was the first meal voucher issuer
to use recycled paper with the FSC Mix label and to haveobtained FSC certification. Edenred is also working with its card
suppliers and subsidiaries to find ways of producing cards
with more environmentally friendly materials than PVC. In 2023,
three subsidiaries switched to recycled plastic (rePVC) cards.
In addition to these impact reduction measures, Edenred has set
a goal of achieving net zero paper. It now offsets 100% of the
GHG emissions linked to paper vouchers each year. Edenredpurchased 568 Gold Standard carbon credits in 2023.

5.3.2.2

The long-term objective is to have fewer and fewer paper
vouchers, which have a less virtuous impact on climate change
and natural resources than cards, as confirmed by the LCAs
carried out by the Group in 2017 and 2022 and described in
section 5.3.1.1 "Combating climate change".

Recycling cards
The French subsidiary was a pioneer in the introduction of asystem to encourage users to recycle their cards. When theircard expires, users receive a new one with instructions on how toreturn the old one for recycling. The card is then shredded by aspecialized service provider, using an entirely mechanical (andenvironmentally friendly) process. The recovered plastic (98.4%)
and metal (1.6%) are used to make new products.
In November 2022, Edenred Portugal joined the Merece program
to collect, crush and recycle electronic cards. The program
enables Edenred card users to insert their used cards into a
partner bank’s cash dispenser, or into the containers provided, tobe recycled into street furniture.
To support the country’s recycling industry, Edenred Brazil
entered into a partnership in late November 2021 with EuReciclo,
a start-up that has been operating in the Brazilian market since2016, which connects companies with cooperatives that collectand sort materials by material group (plastic, paper, metal, glass)for recycling and subsequent sale of the materials. In 2023,
through this partnership, Edenred Brazil supported the recyclingof 318 metric tons of PVC plastic and paper, the materials used
to produce cards issued in 2022.

Improving and reducing the use of raw materials

Edenred is engaged in transitioning its solutions to digital supports
in the form of cards, mobile applications and online platforms.
This approach considerably reduces the impact of Edenred’s
business on paper resources.
Although card production is outsourced, the amount of plastic
used in marketing these supports is monitored.

Paper and plastic use
Vouchers are printed on pre-printed backgrounds sourced fromthird parties. These backgrounds are also used by some of thesubsidiaries to customize their own vouchers at Edenredproduction facilities using specialized printers.
Another material widely used is PVC plastic for its cards. The
amount of plastic used is calculated based on average weightdeclared by subsidiaries(1) and the number of cards marketed per
country.

(1) Based on the reported weight of cards in 35 major countries. If the weight is not reported, the average weight is estimated at 5g per card for other entities.
The average weight included the plastic material, as well as any chips and antennas, which represent less than 2% of a card’s weight. The calculation method
is expected to further change over the years to more accurately reflect the actual quantity of plastic consumed at the Group level.

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Protecting the environment and combating climate change

5

The graphs below on plastic consumption show the overall volume consumed, the trend over three years and the breakdown bygeographic area.
· Total plastic consumption related to the productionof cards in 2021-2023 (in metric tons) - Change from ecodesigned cards to recycled PVC cards· Plastic used in card production in 2023 by region

7% France

Latin
America

55%

56

78

31%

Europe(excl. France)

96

2
2021

6% Rest of the World

54

33
2022

2023

Plastic consumption for non-eco-designed cards
Plastic consumption for recycled PVC cards

5.3.3

Meeting the most demanding climate standards

5.3.3.1

Alignment with the principles of the Task Force on Climate-Related Financial
Disclosures (TCFD)

As a signatory of the TCFD in 2023, the Group is committed toincorporating climate issues into its strategy and providing
consistent, reliable and clear information to enable investors tofactor climate-related financial risks into their decisions. In
parallel with this drive towards a low-carbon transition, Edenred
intends to fully manage the risks and opportunities associatedwith climate change, anticipate its effects and ensure its
resilience. The Group is adapting its business model, governanceand decision-making processes in line with its values andpurpose: "Enrich connections. For good."

Governance
Each year, Edenred's Board of Directors determines the Group's
strategic orientations, which take into account the challenges,
risks and opportunities associated with climate change andsustainable development in general (see section 5.1.3 "Main risks
and opportunities").
The Corporate Social Responsibility (CSR) Director, a member ofthe Extended Executive Committee, reports each year to theBoard of Directors or the Compensation, Appointments and CSR
Committee.

Edenred has identified the main risks and opportunities describedin section 4.1.6.1 "Transition risks related to climate change"
relating to physical and transition risks associated with climatechange. These risks have potential consequences for the Group's
value chain, activities and strategy. The most significant risks andopportunities identified, and the estimates provided for thefinancial impact analysis, are the result of a consultative processthat entailed three internal workshops involving stakeholders
from all relevant departments.
The results of this study and the action plans were presented to
the Executive Vice President, Human Resources and CSR, and the
Executive Vice-President, Finance.

Risks
The Group's risk review includes both physical and transitionalrisks. A wide variety of risks are analyzed, such as those
associated with the effect of extreme weather phenomena on
the Group's infrastructures or those of its supply chain, thoserelating to carbon pricing (taxes, emissions trading schemes) andtheir financial impact, or those relating to the Group's reputationand consumer expectations.

The CSR Director is responsible for defining and implementing
the Group's sustainable development strategy. Her duties
include:• assessing and managing climate-related risks and opportunities,
in particular through sustainable development programs (Ideal);

The Group carried out more detailed climate risk analysis incollaboration with a climate expert in 2023. The risks andopportunities are presented in section 4.1.6 "Climate risks".

• ensuring that Group policies and decisions are implemented;

The Legal and Regulatory Affairs Department identifies andassesses risks with all the departments concerned.
Climate–related risks are covered by a specific approach, which is
updated regularly and allows for these risks to be identified andtheir financial and strategic impact assessed.

• defining annual climate-related targets and ensuring they arerolled out; and• assessing subsidiaries' commitment to implementing theGroup's climate and sustainable development strategy.

Strategy
The main environmental risks include risks associated with theimpact of the Group's activities on its ecosystem, as well as therisks associated with the short- and medium-term impact ofclimate change on its business model, activity and financial
performance.

Risk and opportunity management

The overall mapping of Group risks is reviewed regularly, approvedby the Executive Committee and presented to the Audit Committee.
The Group's risk review process and regularly updated climate
study enable it to constantly adapt its policies and priorities.

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Non-financial performance statement
Protecting the environment and combating climate change

Performance measurement and reporting
Edenred has been committed for many years to combatingclimate change by means of its ambitions to reduce its
greenhouse gas emissions, which are at the heart of its
sustainable development strategy: "Ideal". Initial targets wereformally set out and published in 2018 on the basis of a numberof environmental indicators. These indicators were reassessedand supplemented in 2022 as part of the second generation of
the Group’s Ideal program and its commitment to the Science

5.3.3.2

Based Targets initiative, covering a significant proportion of theGroup's value chain, particularly in terms of greenhouse gas
emissions. They support targets for 2030, for which progress isreported each year.
The Group is currently finalizing its scenarios relating to its
involvement in the Science Based Targets initiative.
A greenhouse gas assessment is compiled and published each year,
detailing emissions for all the items described in the GHG Protocol.

Alignment with the EU Taxonomy

Stemming from the Sustainable Finance Action Plan launched by
the European Commission in 2018, Regulation (EU) 2020/852 ofJune 18, 2020 establishes a framework to facilitate “sustainable”
investments within the European Union, known as the "European
Green Taxonomy".

To qualify as sustainable, an economic activity must make a
substantial contribution to one of the six environmental
objectives listed below, do no significant harm (DNSH) to theother five, and comply with minimum safeguards concerning
labor.

The six environmental objectives defined in Article 9 of the Regulation:• climate change mitigation;• climate change adaptation;• the sustainable use and protection of water and marine resources;• the transition to a circular economy;• pollution prevention and control;• the protection and restoration of biodiversity and ecosystems.
The EU Taxonomy regulation has been supplemented by anumber delegated acts, including the Climate Delegated Act (EU
2021/2039) in April 2021 specifying the technical environmental
criteria for the first two objectives, and the Environment
Delegated Act (EU 2023/2486) clarifying the economic activities
relating to the other four environmental objectives.
For the 2023 financial year and in accordance with Regulation(EU) 2021/2139 as amended by Regulation (EU) 2023/2485
defining Taxonomy reporting procedures, Edenred is required to
publish the Group's alignment in respect of the two climate
objectives and only activities that are eligible in accordance withthe objectives of sustainable use and protection of aquatic andmarine resources, transition to a circular economy, prevention
and reduction of pollution, and protection and restoration of
biodiversity and ecosystems.
To meet these requirements, Edenred analyzed:• the eligibility of its activities in terms of the six environmental
objectives; and• the alignment of its turnover, capital expenditure (CapEx) andoperating expenditure (OpEx) with the first two environmental
objectives of climate change mitigation and adaptation, as forthe 2022 financial year.

Assessment of eligibility
A Taxonomy-eligible economic activity means that a Group
activity corresponds to the definition given in the delegated acts
supplementing the Taxonomy regulation, whether or not thisactivity meets some or all of the technical review criteria set out
in these delegated acts.
In 2023, Edenred carried out a review of all its services andinvestments to identify whether new activities as defined in theEnvironment Delegated Act were eligible. No new eligible
activities were identified.

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Edenred is one of the main global players offering earmarked
payment solutions to all civil society (companies, individuals andpublic bodies). The Group’s solutions do not explicitly fall within
the scope of the EU Taxonomy. As in the 2022 financial year, theGroup therefore remains relatively ineligible for Taxonomy
activities and has only identified the following eligible activities:• 8.1 Data processing, hosting and related activities account fora very small proportion of turnover;• 6.5 Transport by motorbikes, passenger cars and commercial
vehicles for the Group's vehicle fleet;• 7.7 Acquisition and ownership of buildings for leases or
acquisitions of buildings.

Alignment assessment
To be aligned, an economic activity must be eligible and comply
with the technical screening criteria and minimum safeguards
specified in the Regulation. With regard to the minimum safeguards,
compliance is based on the implementation of the Group’scommitments and its risk management system for human andsocial rights, anti-corruption, taxation and unfair competition.
The analysis was carried out on the basis of Edenred’s risk
management systems and existing charters.
In order to carry out alignment analysis, Edenred has taken into
account the various frequently asked questions (FAQ) publishedby the European Commission, in particular those of December 19, 2022.
In some cases, given the Group's geographical exposure, the difficulty
or impossibility of obtaining convincing evidence to support thetechnical criteria and the insignificant amounts involved, Edenred has
exercised caution and considered its activities to be non-alignedin accordance with FAQ 13 (C/2023/305).

Non-financial performance statement
Protecting the environment and combating climate change

Minimum safeguards
Edenred ensures compliance with the minimum safeguards ofthe EU Taxonomy and has taken account of the FAQ of June 16,2023, on this subject. The Group has a set of policies andprocesses (identification, assessment, monitoring, training) tomeet the various requirements:• Human rights and labor law (see section 5.2.1.3 "Labor andhuman rights");• Corruption: the Group applies the Sapin II Law and theprinciples set out in the United Nations Convention Against
Corruption (see section 5.4.1.1 "Business ethics");• Business ethics (see section 4.1.2.5 "Risks related tocorruption, money laundering and/or terrorist financing
schemes", and 5.4.1 "Developing ethical and responsible
activities and partnerships");• Taxation (see section 4.1.1.2 "Tax risk" and 5.4.1.1 "Businessethics").
Finally, Edenred is currently working on its duty of care plan,
which will be implemented in 2024.
Details on Turnover, CapEx and OpEx in regulatory format areprovided in the appendix to the Management Report(see § 5.6 "Taxonomy note").

Turnover
Following a detailed analysis of its operations, eligible turnover
identified corresponds mainly to data processing (economic activity
8.1 of climate change adaptation and mitigation objectives).
However, the Group does not generate Turnover directly
attributable to the aforementioned economic activity, whichitself forms part of a full range of services. Edenred was unable
to check the substantial contribution criteria for activity 8.1,
making this activity non-aligned.
The proportion of Taxonomy-eligible turnover was therefore notmaterial (less than 1% of Group turnover). Turnover used for thedenominator corresponds to the Group’s total revenue for 2023, i.e.,€2,514 million.

5

Identified eligible CapEx mainly corresponds to rights of use ofbuildings (economic activity 7.7 of the Delegated Act) as definedby IFRS 16, and to the fleet of vehicles (economic activity 6.5 of
the Delegated Act) leased and accounted for under IFRS 16.
Additions to property, plant and equipment and intangible assets
were considered, including those resulting from businesscombinations and increases in IFRS 16 right-of-use assets.
Taxonomy-eligible CapEx amounted to €37 million in 2023
(including €26 million relating to long-term building leases), outof total CapEx of €693 million, as defined by the Taxonomy
Regulation. Eligible CapEx therefore represented 5% of theGroup’s total CapEx, as defined by the Taxonomy Regulation.
Taxonomy-aligned CapEx was not material (less than 1% ofGroup CapEx).

Operating Expenditure (OpEx)
Similarly, the individual measures generating OpEx were few. OpEx
corresponding to the Taxonomy definition represented €55 million
or 0% (compared with 1% in 2022) of the €1.7 billion of total
operating expenses, which is not representative of the Group'sbusiness model. In view of these insignificant amounts, Edenred has
elected to use the materiality exemption permitted by paragraph1.1.3.2 of Annex I of the July 2021 Delegated Regulation.
The Group will continue to adapt its methodology and eligibility
analysis as implementation of the Taxonomy progresses and as
regulations, listed activities and technical screening criteria
continue to evolve.
Beyond Taxonomy indicators, Edenred has a longstanding
commitment to ensuring sustainable growth and to finding
innovative ways to address the environmental, economic andsocial challenges it faces. In particular, Edenred is committed tocombating climate change, making sustainable development a
central part of its successive strategic plans, most notably
through its Ideal program. In line with the Group’s purpose, theIdeal approach was made more ambitious in 2022 by adjustingcertain objectives, including with respect to carbon emissions
reduction, via Edenred’s commitment to the Science Based
Targets initiative.

Capital expenditure (CapEx)

These long-standing commitments have led to recognition andawards. For example, Edenred was included in the CAC 40 ESG
index in September 2022 and remained in the index in 2023.

Due to the very low level of eligibility of its revenue-generating
activities, Edenred’s eligible CapEx does not include CapEx
directly related to its activities, and only concerns CapEx related to“individually sustainable measures”, as defined by the Taxonomy
Regulation.

This honor recognizes the Group’s commitment to maximizing its
positive impact on its stakeholders, in line with its purpose –Enrich connections. For good. – and through the three pillars of
its CSR strategy: People, Planet and Progress.

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Non-financial performance statement
Creating value responsibly

5.4

Creating value responsibly

Edenred is committed to creating value by developing its activities and partnerships ethically throughout its value chain, ensuring IT security
and data protection while meeting the expectations of its stakeholders and involving them in the development of its digital solutions.

5.4.1

Developing ethical and responsible activities and partnerships

5.4.1.1

Business ethics

As an intermediation platform, Edenred is the everyday
companion for people at work. It is therefore Edenred’s duty to
act as a trusted partner, especially when it is working withgovernments and institutions. Upholding fair business practices,such as ethical performance throughout its value chain, is crucial
to its success. Edenred’s practices also include combating
corruption and money laundering and complying withcompetition law in an industry in which it is a leader.

Fair practices
Charter of Ethics
Edenred has set out the standards of behavior expected within theGroup in its Charter of Ethics, which applies to all Group employees.
The Charter of Ethics presents Edenred’s main ethical principles
and is available on the corporate website. In 2021, a new version
was communicated to all Edenred employees. The updated
version reinforces the standards of behavior expected within thecompany and applies to all employees as well as suppliers. It is
designed as a guide to help with decision-making and also
provides links to key internal policies, processes and related
training modules. These new guidelines are structured around six
major themes, including values, business conduct, human rights,
the environment and local community development. In addition,
the electronic signature and follow-up process has been
integrated into the employee integration process via the
Edenpeople platform.
By end-2023, 100% of eligible(1) Edenred employees had
acknowledged the new charter via a process integrated into the
HRIS. Moreover, the majority of subsidiaries had introduced aclause requiring work contracts to comply with the charter.
In addition, in 2023, the Group reviewed and clarified the
behavior expected of its suppliers in a dedicated Charter of
Ethics in which they undertake to adopt ethical, environmental
and social rules.

Business conduct training policy
To ensure that its employees fully embrace the behaviors
expected within the Group, Edenred has implemented an
ambitious policy of mandatory business conduct training, whichmust be completed by employees within three months of joining
the company. The program has two levels.
The first consists of e-learning courses for all Group employees,
covering anti-money laundering and counter terrorist financing(level 1), anti-corruption, the Charter of Ethics and data protection(level 1).
There is also a more advanced training program on businessconduct. Aimed at people in executive positions and those
involved in the control system (notably compliance and control
teams), these in-depth training courses cover competition law,
public affairs, anti-money laundering and counter terrorist
financing (level 2), and data protection (level 2).

The SAFE Alert LineThe Group has a legal obligation to implement an appropriate
whistleblowing procedure, notably under the terms of European
Directive 2019/1937 of October 23, 2019 on the protection ofwhistleblowers. The aim is to protect whistleblowers through astructured framework for receiving and analyzing reports ofpossible breaches of Edenred’s Charter of Ethics, including
corruption, influence peddling, anti-competitive practices, fraud,
theft, discrimination and harassment.
In addition to the usual reporting channels, such as discussion
with one’s line manager or with a person from the legal, complianceor human resources department, Edenred set up a specificwhistleblowing system in 2020 comprising a procedure, anorganization structure and a dedicated tool. This centralized
system, known as SAFE Channel, is available to all employees,
external staff, customers and suppliers of the Group and its
subsidiaries at https://edenred.integrityline.org/. Whistleblowing
reports may be made anonymously and can be submitted in
17 different languages.

(1) Eligible employees are listed in the Notes on Methodology presented in section 5.7.

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Creating value responsibly5· Safe Channel report management process

Whistleblower

Safe channel• All stakeholders(employees,
suppliers,
interested parties)• Easy to use• Anonymous• Secure• Available 24/7

Reports• Any practice contrary
to the Charter of
Ethics, and especiallyto the Anti-Corruption
Guide

Case manager

Compliance• Checks the accuracyof the report• Analyzes cases• Communicates withthe whistleblower• Gathers evidence• Proposes corrective
action and/or
sanctions forrelevant cases• Informs the Human
Resources Department

The whistleblowing system is regularly advertised by the Group’s
Risk and Compliance Department (e.g., via posters, information
messages on the Group’s intranet, e-learning for employees)
to ensure that all Edenred employees and external stakeholders
are aware of it.
Depending on the size of the subsidiary and the level ofconfidentiality required, whistleblowing reports are dealt with by
the Area Directors supported by the regional financial
controllers or the local compliance or legal department for larger
subsidiaries. This organization is designed to separate the casemanagement teams from the management chain to which thewhistleblower belongs. Reports are dealt with in a reasonable
time frame, not exceeding three months, in accordance withregulatory requirements.
Case managers receive annual training on the use of theplatform, reporting procedures, deadlines and whistleblower
protection measures. This includes a reminder that thewhistleblower’s identity cannot be disclosed to third parties,
except as required by law.
The Group’s non-retaliation policy therefore protects anyone
who, in good faith, reports or assists in dealing with any of theabove breaches. When a report is substantiated, appropriate
remedial action is taken, which may include disciplinary action,
counseling and training.
In 2023, 62 reports were submitted via the whistleblowing
system. 55% of them were considered to be substantiated andled to appropriate remedial action. 97% of the substantiatedcases involved human resources issues and 3% non-compliancewith procedures. This information is reported annually to the
Audit and Risks Committee.

Preventing corruption and money laundering
In its commitment to comply with the United Nations Global
Compact, Edenred has a structured anti-corruption program thatadheres to the requirements of France’s Sapin II law ontransparency, the fight against corruption and the modernizationof the economy. It also complies with the principles set out in the
United Nations Convention against Corruption of October 31, 2003.
Under the authority of the Executive Vice President, Legal &Regulatory Affairs, who is a member of the Executive
Committee, the Chief Risk and Compliance Officer has set up an
anti-corruption system that has been shared with all local officers
in the senior management teams of Edenred subsidiaries.

In line with the recommendations made by the French
Anti–Corruption Agency (AFA), the system is based on acorruption risk mapping, which was revised in 2022, a Charter of
Ethics, an Anti-Corruption Code of Conduct, third-party due
diligence policies and procedures, training and an internal
whistleblowing facility. The monitoring of continuous
improvements made to this system is shared with the Audit andRisk Committee and included in the internal audit plans.
Although certain groups are more exposed to the risk ofcorruption (Purchasing and Public Affairs), the Group has decided
to provide all employees with e-learning training. By end-2023,
over 93% of employees had completed the anti-corruption
training module.
Neither the Group, its subsidiaries nor any of its employees were
the subject of any legal proceedings, convictions or fines forviolations of anti-corruption laws in 2023. The ComplianceDepartment is not aware of any substantiated cases ofcorruption or bribery. In the event of a conviction or even awell–founded case, the Group is committed to taking
appropriate sanctions, including dismissal of the employees
involved.
The Group’s Compliance Department also assists subsidiaries
that are subject to laws and regulations on combating organizedcrime, money-laundering and/or the financing of terrorism.
The measures taken by Edenred to identify and manage
corruption and money laundering risks are outlined in section 4.1.2.5"Risks related to corruption, money laundering and/or terrorist
financing schemes".

Competition law
Edenred follows with the arm’s length principle as defined by theOrganisation for Economic Co-operation and Development (OECD).
To this end, the Legal & Regulatory Affairs Department regularly
conducts training and awareness programs for executive
management in the Group’s subsidiaries. In 2021, the Group
carried out a review of the operating procedures of the national
professional associations to which its subsidiaries belong. The
Group also launched a new compulsory training module oncompliance with competition rules, aimed at Group executives.
By end-2023, 94% of employees in executive positions hadcompleted this training module.
The measures taken by Edenred to identify and manage
competition risks are outlined in section 4.1.2.3 "Risks related tocompetition law" of this document.

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Creating value responsibly

Tax liability
Edenred’s tax policy is fully in line with its environmental, socialand corporate responsibility and thus contributes to theeconomic development of the countries in which the Group
operates (see section 3.2.6 note 12).

Compliance and transparency
Through its tax policy, Edenred pledges to comply with transparency
requirements and with its obligations to report and pay taxes, inaccordance with the applicable laws of the countries in which it
operates and with international tax standards and treaties.
The Edenred group’s tax policy aims to protect the Group’s
interests and competitive edge and properly manage tax-relatedrisks, in line with applicable local and international regulations
and standards. Generally speaking, Edenred does not takeaggressive tax positions that would incur a tax risk or structure
its operations in such a way that does not reflect the economic
reality of its business and its operations. When tax incentives andother fiscal benefits apply to its operational activities in the
countries in which it operates, Edenred undertakes to make useof them in accordance with the rules and principles laid down by

5.4.1.2

Edenred cooperates with tax authorities, providing them with all
information required by law or requested by the tax authorities
as part of an audit.

Governance
Responsibility for Edenred’s tax policy lies firstly with the GroupTax Department, which comes under the supervision of theGroup’s Head of Finance.
The Tax Department works closely with subsidiaries’ accounting,finance and legal affairs teams to ensure that the Group’s tax
policy is applied consistently and that the correct amount oftaxes and other levies are being paid. In addition, the Tax
Department keeps these teams informed of any potential tax
disputes and changes to tax legislation.

Involvement of strategic suppliers in the Group’s transformation

As a service company, Edenred manages a portfolio of suppliers,
mainly for operating purchases (consulting, IT services, security,
IT equipment, office furniture and supplies, promotional items).
Under the responsibility of the Group Purchasing Director, whose
centralized department was created in 2017, the Purchasing
Department is responsible for the commercial and contractual
processing of all of the Group’s external expenditure, excluding
wages and direct personnel expenses.

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the relevant government and tax authorities. In this respect,
Edenred does not operate in tax havens or invest in tax vehicles
located in such places to evade taxes. Edenred determines anddocuments its transfer pricing policy for intra-group transactionsin accordance with international standards based on the arm’s
length principle (e.g., OECD guidelines).

The responsible purchasing policy aims to promote purchasing
practices that minimize environmental impact, and promote
diversity and inclusion, while respecting ethical principles andhuman rights, in accordance with ISO 20400, which provides
guidance on integrating sustainability practices into purchasing
processes.
This commitment is reflected in the following measures:• inform all potential suppliers of the new Supplier Charter;

Inclusion of social and environmental issues
in the purchasing policy• ensure that the 20 major suppliers in each country managed
by the Purchasing Department sign the new Supplier Charter
before 2025;

Edenred has been striving for several years to develop balanced
relationships with its suppliers:• its first step was to issue its Group Charter of Ethics, updated in
2021, which applies to all business partners, subcontractors andsuppliers. It formalizes commitments with these stakeholders,requiring them to adopt ethical, environmental and labor rules inline with the values described in the Charter;• implement a process for identifying potential sustainability
risks and opportunities in supply chains and develop acategory-based approach to manage these risks and developthese opportunities:• a clause on the Charter of Ethics was prepared in 2018 by theGroup’s Legal and Regulatory Affairs Department. It states,“The supplier acknowledges that it is aware of andunderstands the Edenred Charter of Ethics and theprofessional integrity and compliance rules it covers, andpledges to apply and uphold these principles. The supplieralso ensures that its subcontractors, employees, agents andrepresentatives fully comply with the Edenred Charter of
Ethics in fulfilling their respective obligations under thisagreement”.
This clause is stipulated in documents for tender bids, towhich the Charter of Ethics was attached. Since 2020, theGroup has also included it in contracts signed with suppliers;• in 2023, with a view to making its objectives and commitments
more demanding, the Group adopted a Supplier Charter topromote responsible purchasing, which sets out commitments
applying both to the Group and to its suppliers. Edenredexpects its suppliers to operate in keeping with its
environmental, social and governance requirements.

• include relevant sustainability specifications in the rating
criteria used to evaluate suppliers and inform them whencontracts are renewed,

2023 Universal Registration Document — Edenred• identify critical suppliers, defined primarily by the extent ofpurchasing expenditure or volumes, criticality of supply andnon-substitutability,• include relevant and proportionate sustainability
requirements in tender documents, supplier contracts andterms of engagement,• regularly monitor supplier compliance with the Supplier
Charter and other sustainability performance criteria. Where
shortcomings are identified, suppliers are required toprepare and adopt appropriate corrective action plans,• encourage suppliers to improve/adopt best practice in theareas of environment, health and safety, human rights andlabor, business ethics and respect for host communities.

Non-financial performance statement
Creating value responsibly

Mapping of Edenred suppliers and subcontractors
In 2023, the Group began mapping CSR risks in its value chain bypurchasing category.
The analysis covered the entire product lifecycle, from raw
materials to end-of-life, including risks associated with service
providers. It was based on a combination of three recognizedvoluntary international standards: ISO 20400 (sustainableprocurement), ISO 31000 (risk management) and ISO 26000(social responsibility). The results of the mapping provided an
overview of these risks by purchasing category and by country.
They show that none of Edenred’s 122 purchasing categories is athigh risk from a CSR perspective. For the high-risk categories, anin-depth analysis of strategic suppliers (i.e., those receiving asignificant annual spend) must be carried out via the EcoVadis
platform. To date, 52 out of a total of more than 8,400 suppliers
have been assessed.
The responsible purchasing policy, its implementation and its
management are overseen by a dedicated team led by the
Purchasing Department. A Responsible Purchasing Steering
Committee comprising the Group Purchasing Director, the GroupCSR Director, the Compliance and Risk Director and the Contracts
Legal Director has been set up. To monitor the project’s roll-out
and follow-up, the Group has adopted the following key
performance indicators for major suppliers and tenders:• percentage of purchasing expenditure covered by contracts
that include the new 2023 Supplier Charter clause or anequivalent document signed by suppliers;• percentage of tenders managed by the Group’s purchasingteam that include CSR evaluation criteria;• percentage of critical suppliers assessed using the Edenred
CSR questionnaire or via a dedicated platform.
Edenred will review this policy as necessary and on a regular basis
every three years.

5

Examples include: Description of the smart card
supply chain
Edenred’s primary partners are smart card providers, IT payment
network suppliers (supplying software, hardware and hosting), andfor some subsidiaries, paper-voucher suppliers.
The supply chain for Edenred’s smart cards is divided into two
main stages, the Manufacturing phase and the Personalization
phase, which are located mainly in Latin America and Europe,
close to the Group’s host countries:• the Manufacturing phase includes the manufacture of the
body of the card, along with specific background requested byeach subsidiary, and the chip inserted into the body of thecard. Manufacturers generally only have a few factories of thistype around the world, six of which serve Edenred’s
subsidiaries for each of its largest suppliers. In all, a minimumof 30% of cards issued are from manufacturing sites locatedclose to Edenred entities;• at this stage, the card itself is not usable because the chip
does not yet have any application. The cards are then sent topersonalization centers where applications are installed on
the chip and a unique card number is assigned as well as avalidity date, a scheme and a cardholder. This stage is
generally carried out close to the subsidiaries (or in a nearby
country). More than 90% of cards are personalized locally,in order to meet logistical constraints but also to allow acertain flexibility and greater interaction between Edenred
and its partners. At the end of the personalization process, thecard is sent either to the subsidiary when further processing
is required, or to the client company’s address or directly tothe user;• in 2021, the Group also committed to switching from PVC torecycled PVC (rPVC) for its cards. In 2022, all countries in
Europe (apart from Poland) were marketing rPVC smart cards.
In LATAM and Brazil, more than 85% of the cards produced
through the group contract are made of rPVC;• the Mexican subsidiary has now completely eliminated inserts(paper documents accompanying the card in the envelope) inorder to reduce the environmental impact. Similarly, theBrazilian subsidiary has launched a program to develop thecollection of used smart cards through a partnership with
Papa Cartão.

5.4.2

Ensuring IT security and data protection

The level of digitalization of its solutions means that Edenred must work continuously to bolster the security of its IT systems. In
addition, as an employer and service provider, Edenred is subject to personal data protection rules governing the protection of privacy
and freedoms.

5.4.2.1

Group commitment to IT security

The Information Systems Security Department advises andassists Group management in defining its IT security policy. It is
responsible for ensuring that the policy is properly implemented,
applied and monitored by identifying, organizing, coordinating
and leading security programs, prevention programs andcorrective measures in all of Edenred’s host countries.
Given regulatory requirements and risk related to cybercrime,
cybersecurity has become a key issue for Edenred. The current
system includes a framework of guidelines that apply the Group’s
information security policy, a cybersecurity unit deployedworldwide to implement security measures, a structure andactionable technical solutions in the event of a crisis and controls
to assess the Group’s security posture on a regular basis(see § 4.1.3 "Cybercrime and information system risks").
Edenred’s cybersecurity activity is overseen by the Group Chief
Information Security Officer (CISO), who is supported by a
network of IT security experts split into three cross-functional
areas of expertise, and by local officers in the various businesslines and regions. The role of the local officers is to provide
support and governance on cybersecurity issues while bringing abetter understanding of the local business.

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Non-financial performance statement
Creating value responsibly

Information Systems Security Manager
IT SECURITY CENTER OF EXPERTISE

Operational
security

IT asset
security

Monitoring of
security activities

Application
security

Incident
and alert
management

Infrastructure
security

Vulnerability
management
IT emergency
plan
Crisis management

Data
security
Security testing
Risk
analysisUser
and accessmanagement
Authentication

Governance
Risks & Conformity
Strategyand security
programSecurity
policies
Risk
mapping
Controlenvironment
Monitoring ofcompliance projects
Awareness
Community
coordination

INFO. SEC. LEADER

B&E(1) EMEA(2)sec. leader

Mobility
EMEA(2)
sec. leader

Americassec. leader

AUKUS (4)sec. leader

MX(7)sec. leader

Italysec. leader

BR(8)sec. leader

NOE(5)
sec. leader

Americas(excl. BR & MX)
sec. leader

APAC(3)sec. leader

Francesec. leader
Smartersec. leader

SEME(6)sec. leader
Romaniasec. leader
PayTechsec. leader(1) B&E: Beneﬁts & Engagement(2) EMEA: Europe, Middle East, Africa(3) APAC: Asia Paciﬁc(4) AUKUS: Australia, UK, US(5) NOE: Northern Europe(6) SEME: Southern Europe Middle East
(7) BR: Brazil(8) MX: Mexico

The three cross-functional areas of expertise serve all Group entities and cover the main IT security functions, i.e.:

Governance, Risk and Compliance

Operational security

The team’s purpose is to lead the security unit and its
management bodies (e.g., IT Security Committee, Business Line
Security Committee). Based on the information provided by thevarious Security teams and through continuous externalmonitoring, it maintains an up-to-date map of cyber risks. On thisbasis, it defines the Group's cyber strategy and policies, andensures their implementation by overseeing the achievement of
the annual roadmap. Risk and key performance indicators aremonitored to measure the effectiveness and progress of security
projects. For example, one of the KPIs monitored is thepercentage of payment transactions processed through PCI DSSor ISO 27001 compliant authorization platforms. At the end of2023, this was 80% for the Group as a whole.

This team covers all operational security activities. In particular,
the Security Operation Center (SOC) is responsible forcontinuously monitoring the security of the Group’s IT assets(infrastructure, applications) and taking immediate action in theevent of suspicious activity, a documented incident or an
imminent threat (e.g., via an external information source). In
2023, the system was expanded with the creation of theComputer Emergency Response Team (CERT) dedicated to
managing security incidents.

It also keeps the cyber control framework up to date and ensures
its consistency with the Group’s risk profile. In addition, it
ensures that regulatory developments (e.g., GDPR, PSD2)
impacting IS security are properly reflected in the strategy. For
example, scoping work began in 2023 to assess the impact of theEuropean Union’s Digital Operational Resilience Act (DORA) on
the Group’s activities and the advisability of undertaking
compliance work.
Lastly, it manages the Group's ongoing employee awarenessprogram by producing e-learning training content and targetedcommunications, running quarterly phishing campaigns andhosting events for all employees, such as the annual Cyberweek.
Given the growing importance of this issue, the Cybersecurity teamwas expanded to over 95 people in 2023, 20 more than in 2022.

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Operational security also includes the supervision of thetechnical vulnerability management process (identification,
remediation, reporting) to minimize the risk of cyberattacks.
Edenred’s computer network and IT assets are therefore
regularly scanned in order to proactively identify and correct new
security flaws (operating systems, middleware).
Finally, it defines the Group’s IT resilience and crisis management
strategy. To this end, it provides methodological guides for IT
and business teams and ensures that regular testing is carriedout in accordance with Group policies. In 2023, IT disasterrecovery tests were carried out on the Group’s most criticalbusiness processes, and cyber crisis management exercises were
performed in the ten Business Units that contribute most to theGroup’s results.

Non-financial performance statement
Creating value responsibly

Security of IT Assets
This team works to define the security solutions to be
implemented for IT assets (e.g., infrastructure, applications,cloud, data, workplace) in order to reduce exposure to cyberrisks, in line with the Group’s security policies. It assists project
teams to facilitate the implementation of these solutions and,more generally, to provide expertise on demand. For example, in
2023, security experts supported the implementation of robust
authentication solutions (MFA/SCA) on the Group’s websites andmobile applications.
The team also defines the security testing strategy for IT assets(pentests, code reviews, automated or continuous testing), pilots
the Group’s penetration tests, ensures the proper execution of the

5.4.2.2

5annual testing plan and ensures that security flaws identified are
remediated within the timeframes set by the Group (less than 30days for critical flaws). In 2023, a new continuous Bug Bounty
testing offering was introduced for a number of applications.
Part of the activity is dedicated to defining and implementing
identity and access management solutions (IAM) in applications
and infrastructure. Particular attention is paid to controlling
administrator access, for which a dedicated platform known as
CyberArk has been installed.
Finally, with a view to prioritization and efficiency, a process for
identifying crown jewels (i.e., strategic IT assets) was launched in
2023. A program to bring the security of these assets up to thebest market standards will be launched in 2024.

Personal data

Protecting the personal data of Edenred’s clients, users andemployees is a priority issue for the Group. This is especially true
with the expansion and diversification of its businesses andstricter regulations following the application of the General Data
Protection Regulation (GDPR) in Europe and other local
legislation outside Europe (see § 4.1.2.1 "Risks related topersonal data protection regulations" and 4.1.3 "Cybercrime andinformation system risks"). Edenred has made personal dataprotection a core priority as it is an opportunity to bolster thetrust that corporate clients, employee users and staff members
place in the Group.
Edenred appointed a Data Protection Officer (DPO) in 2017 andhas since launched a compliance project to create tools,
processes, governance and organizational structures that allow
the Group to optimize the management of personal data andtransparency for individuals whose personal data are processed.
A Group compliance program designed by the DPO is beingrolled out in several phases. The DPO manages the program andcoordinates the work to be carried out through a network ofregional and local correspondents within each subsidiary inEurope, as well as subsidiaries from other regions. The DPO also
ensures progress among subsidiaries by adapting specific actionplans. In 2023, the vast majority of operating subsidiaries hadjoined the Group’s program for compliance with personal dataprotection regulations in Europe, Latin America and Asia-Pacific,
and had their progress assessed. The Group’s program is basedon the European General Data Protection Regulation standard,and compliance progress is monitored on the basis of detailed
questionnaires sent to subsidiaries, with specific action plans
based on their findings. Audits are carried out locally on an asneeded basis.
A shared compliance tool has been implemented to help
subsidiaries, with the assistance of the DPO and a dedicated tool
support team, to meet their personal data protection
obligations, particularly with regard to the inventory of dataprocessing, data protection impact assessments, respect for theprivacy by design principle, the management of privacy rights inrelation to the processing of personal data by Edenred, thecompliance of websites in relation to cookies and suppliercompliance assessments, and to enhance coordination between
the Group DPO and regional and local representatives.

Educational tools have also been designed for regional and local
correspondents and operational staff, to provide them withconcrete support in developing projects that comply withregulations on personal data protection.
A data breach response plan was also disseminated so that swift
and effective action can be taken in the event of an incident
involving personal data. Tools have been implemented, withdedicated support, to aid staff in managing these incidents andmeeting the requirements of the competent supervisory authorities.
Edenred sets out recommendations to help subsidiaries better
understand the purpose and consequences of data protection
regulations. The recommendations also guide them in
implementing suitable, Group-wide processes and procedures toguarantee compliance and to be able to demonstrate its compliancewith relevant legislation, in line with the accountability principle.
Edenred also takes steps to ensure that subcontractors are held
accountable and that any individual involved in processing
personal data is provided with clear and available information inline with the requirements of these regulations.
In terms of training and awareness-raising, golden rules on theprotection of personal data have been circulated since 2020, anda Group e-learning module on the protection of personal data
was developed internally to ensure that it is aligned as closely as
possible with Edenred’s businesses. Two e-learning modules –one compulsory – have been available to all Group employees
since 2021. In addition, data protection workshops are led for all
new employees as part of the onboarding process. A dataprotection week is organized each year in January to coincidewith World Data Protection Day. It is an opportunity to raiseawareness and engage employees on the topic, notably throughtalks by industry personalities, the publication of videos andarticles, and quizzes that allow employees to test their knowledge.

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Creating value responsibly

5.4.3

Involving the Group’s ecosystem in its transformation

Edenred has a large number of external stakeholders, some of whom are directly involved in its business activity: corporate clients,
employee users, and partner merchants. Passion for customers is one of Edenred’s five values, which is why the Group has always sought
to meet client expectations.
And it is this passion that drives Edenred to develop digital solutions responsibly.

5.4.3.1

Responsible digitization of payment solutions and services, and their availability

Edenred develops and provides specific solutions to meet theneeds of the working world. Social trends resulting fromdigitalization are both a challenge and an opportunity for
Edenred. They are also a means of meeting new regulations inline with emerging standards applicable in the different
countries in which Edenred operates.

Guaranteeing transparency and compliance
Solution digitalization brings with it new standards. Wheneverpossible, Edenred launches certification processes to confirm thestrength of its methodology, security systems and bestpractices, and its understanding of these issues.

Contributing to financial inclusion and promoting
the inclusion of vulnerable populations in economic
and social life
Edenred uses the digital technology applied to its solutions topromote financial, technological and social inclusion for its
stakeholders.
Financial exclusion is a global issue. It concerns a large proportionof the populations of emerging countries. In the United ArabEmirates, Edenred provides essential financial services to theunbanked and underbanked population through C3Pay, a cardand mobile application that allow people to receive their salaryby bank transfer rather than cash and to manage their money
instantly and conveniently. C3Pay allows users to transfer money
abroad to their family, top up their cell phone plan, pay bills,
make online purchases, and more. In 2023, more than 2 million
workers in the United Arab Emirates used the C3Pay card. The
solution constitutes an effective tool for combating the informal
economy, protecting employees’ rights and above all providing
access to essential banking services.
The Brazilian subsidiary Repom develops prepaid cards forindependent truck drivers who deliver goods as an outsourced
service for major manufacturers and trucking companies. They
can be used to receive wages and carry out secure transactions.
Users can cover all their expenses with their card, including fuel,restaurants and tolls. Income can be tracked through the card,thus facilitating the economic integration of workers. In 2019,the service launched a mobile payment offer to facilitatetransactions for truckers in Brazil.
More broadly than banking inclusion, the technological solutions
developed by Edenred can support the implementation ofprograms to promote the economic and social inclusion ofvulnerable groups. For example, Edenred is working with the
Romanian government on a social program to provide schoolsupplies to children from disadvantaged socio-economic
backgrounds. This support takes the form of a social e-voucher
that can only be used to purchase school supplies and clothing.
Launched in 2021 and funded by the European Fund for Aid tothe Most Deprived (EFAH), the social program was renewed for afurther four years in 2023 and has helped more than 400,000
children since its inception.

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Edenred is also one of the main partners of the Chilean Ministryof Education for the implementation of a food program foruniversity scholarship holders (JUNAEB). The program’s aim is toprovide students with access to a balanced diet so that they canstudy in the best possible conditions. This program, the largest
student food aid program in the world, provides over
500,000 students with a meal card that they can use in a specificnetwork of restaurants.

Ensuring accessibility to its solutions
Edenred works to support its stakeholders by respecting everyone’s
needs and, in particular, guaranteeing digital solutions that areaccessible in any circumstances.

People with disabilities
Edenred’s technical staff actively work to improve the digitalaccessibility of its tools, especially for people with disabilities,
so that they can access the services and solutions offered by
Edenred as easily and independently as any other user.
Two types of solutions are available to users: first, the CESU
voucher, a single solution specially designed to help users withspecific needs such as a disability; and second, solutions added toexisting schemes to make them more inclusive, such as theoption of changing the contrast of the application, the use of
Braille on cards, better packaging for easier reading, access tospeech synthesis and the use of ELIOZ.
CESU vouchers are a nominative means of payment for personal
services financed in whole or in part by companies, local
authorities or social security authorities. They can be used to pay
for more than 20 personal services in three areas: childhood,dependency and housing. The service provider can be a home
employee or a childminder, an approved service provider(company or non-profit) or a structure specialized in homechildcare, such as a nursery or a daycare center.
For the client and/or company, they are an added benefit helping
employees achieve a better work-life balance. Vouchers cantarget specific groups of users with particular needs, such as
employees with disabilities needing domestic and care services,or parents needing childcare.
For the user, they are a simple and cost-effective way to pay forcertain domestic services.
More specifically, with regard to disability, CESU vouchers makeit possible to:• raise awareness of disability among employees through targetedcommunication;• help employees with disabilities gain official status;• improve their quality of life by alleviating disability-related fatigue.

Non-financial performance statement
Creating value responsibly

Since 2017, Edenred France has been partnering with ELIOZ
Connect to make its Customer Relations Center accessible toeveryone. Depending on their preferred mode of communication,
users can have an interpreter translate the reply into sign
language or transcribe it in real time. Three options are available:
French sign language, text in real-time transcription and LfPC
(cued French). The service allows real-time interactivity. The
operators are qualified, neutral and bound by professional secrecy.
A contrast mode, available only on the mobile app, highlights
color nuances to facilitate reading for the visually impaired.
Since October 2022, all Ticket Restaurant® cards have had theletter “R”, for restaurant, written in Braille on the front. This card
was the first in the benefits and engagement market to feature a
distinctive symbol in Braille. All new Edenred cards now have a
Braille symbol, such as “C”, for gifts (“cadeaux” in French), which
has been added to Edenred+ and Kadéos cards.
The packaging has also been redesigned for easier reading andaccess to speech synthesis. The Ticket Restaurant® card was
repackaged in early 2023 to make it more digital, more
responsible and more inclusive. Heightened inclusiveness stems
from the QR code, which adapts it to speech synthesis
applications. The new packaging has been applied to otherproducts, including Edenred+ and Kadéos cards.

Fostering economic and local development throughsolutions developed by Edenred
The nature of its business means that Edenred has both a direct
and an indirect positive impact on local economies. It aims tocontribute to its partners’ growth through its actions. Centrally
positioned within a virtuous ecosystem between the employees
who use them, the companies that finance them and themerchants which accept them, Edenred solutions promote local
employment and business in local shops.
Since its creation, Edenred has partnered with public authorities
and other players to design solutions and programs thatguarantee beneficiaries access to goods and services that are
essential to their daily lives, such as food, transportation, humanservices, sport, culture and vacations.
For companies, financing and implementing such solutions
improves the quality of life of their employees, thus helping toincrease motivation and productivity. Employee vouchers arealso effective tools for public authorities by supporting the
deployment of targeted social policies within companies aimed,
for example, at improving access to food, promoting genderequality or supporting an economic sector (catering, humanservices, tourism).
Edenred’s responsibility as a manager of social programs andprovider of solutions is therefore to ensure that the funds
invested by companies and public authorities to guarantee that
employees and all people have access to their basic needs are
actually used for the defined objective, thereby providing a
response to specific policy challenges:• access to food during the working day: meal vouchers werecreated to enable companies and public authorities to guarantee
workers access to a daily meal and a more balanced diet inorder to improve the health and general well-being of the
population, leading to greater productivity in the economy;5• decent working conditions: social vouchers can also facilitate
access to care services (childcare, home care) and theprovision of social assistance to employees with the aim of
reducing occupational illnesses and promoting a better
work–life balance, two priorities for companies to improve
productivity and for public authorities to reduce healthcare
costs;• reduced carbon footprint: with environmental protection
becoming a priority for most governments around the world,
Edenred offers solutions and programs to encourage more
responsible behavior and promote changes in consumption
patterns (éco-chèque in Belgium, soft mobility solutions);• direct provision of welfare to beneficiaries anddevelopment aid: the solutions and technologies offered by
Edenred are often used by public authorities and NGOs toprovide targeted populations with specific social services(food, access to care, basic needs). Here, social vouchers offer
a much more effective and financially sustainable alternative
to assistance in kind or in cash.

Cost-of-living relief
By guaranteeing access to essential goods and services,
Edenred’s solutions contribute to increasing and securing
beneficiaries' purchasing power, relieving them from the need tosacrifice the budget earmarked for basic necessities such as foodin order to meet their many other needs, such as paying for
housing, energy and entertainment.
For example, the Ticket Restaurant and Ticket Alimentation
solutions are effective in combating food insecurity in theworkplace and reducing the impact of inflation on the ability ofworkers to buy adequate food. They guarantee employees ameal every day. These solutions are particularly essential in times
of food price inflation, as meal vouchers help to ease the impactof significant increases in the prices of certain everyday
consumer products.
This makes meal vouchers an ideal response to inflation, andmany governments around the world – in France, Italy, Belgium,
Portugal, Romania, Finland, Poland and other countries – have usedexisting social voucher schemes or created new ones to provide
employees with cost-of-living relief and support the hardest-hit
sectors of the economy.

Supporting the formal economy and local businesses
In addition to meeting the specific needs of beneficiaries,
Edenred’s solutions also have other positive and broader
macroeconomic effects: by channeling user demand towards
specific goods and services, the vouchers distributed by Edenred
directly benefit local businesses, which enjoy more regularincome and a significant increase in their sales. Because thevouchers are immediately usable and are time limited, they
support consumption rather than savings. The daily use of thefood-related vouchers helps to generate a regular flow ofcustomers within the merchant network.
Moreover, the traceability of Edenred solutions also helps toreduce the informal economy, particularly in sectors that are
particularly affected by undeclared work, such as restaurants,
human services and tourism. By supporting the development andformalization of businesses, employee vouchers also help toimprove tax revenues for public authorities, thus generating avirtuous circle for the national economy.

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Non-financial performance statement
Creating value responsiblyThis is particularly true of the CESU scheme in France. CESU
vouchers have a significant impact on job creation in personal
services. They also help to combat undeclared work, which is
widespread in this sector. The French authorities estimate thatthe share of undeclared work in home services fell from 50%
when the CESU scheme was created in 1994 to 25% in 2011.
The impacts were analyzed by the Organisation for Economic
Co–operation and Development (OECD) in a study published in
November 2021 (Social Vouchers: Innovative Tools for Social
Inclusion and Local Development), which shows how vouchers
have supported social policies and local economic development
in more than 40 countries over the past 70 years. The reportargues that social vouchers are instruments that foster a“collaborative” dynamic between the various stakeholders, suchas employers, employees, local businesses, solutions providers,
national and local governments, and beneficiaries/users, thereby
promoting economic development. It concludes that social
vouchers are better able to meet targeted needs than othermeans of providing social assistance to citizens or benefits toemployees (in kind or in cash), while giving users considerable
freedom of choice. The report therefore calls on authorities andall stakeholders involved in public policymaking to explore thepossibility of developing social voucher programs as a means offostering socio-economic development.
To measure the social and economic impact of its solutions,
Edenred regularly partners with recognized institutions andresearchers to conduct impact studies. For restaurant and foodvoucher solutions, our solutions clearly facilitate the implementationof social and economic policies aimed at improving the well-beingof employees and business performance, while stimulating
economic activity in the restaurant industry.
In France, a 2023 study on the financial and tax performance ofmeal voucher schemes demonstrated that meal vouchers
generated more than €8 billion in revenue for the restaurant andfood retailing sector. Thanks to the increased purchasing power
created, each euro spent using a meal voucher generates €2.55
in revenue for an affiliated merchant partner, producing one jobin the sector for every 23 new users (i.e., 163,900 jobs). It isestimated that meal vouchers have generated a budgetary gainof €870 million for the State’s finances.
A recent report by Roland Berger on the French food service
sector and the digital revolution confirms this finding. It showsthat meal vouchers massively support consumption inrestaurants across all channels. Thanks to meal vouchers, therestaurant sector receives more than €3 billion a year that would
not otherwise be spent there.
In Brazil, it is estimated that one job is generated for every
30 employees using meal or food vouchers. This means that the
introduction of prepaid service solutions through the Workers’
Food Program (PAT) has directly contributed to the sustainable
creation of several hundred thousand jobs in the country. It isestimated that over 600,000 jobs were created in the restaurant
and agrifood sector in 2016 to meet the demand of 20 million
beneficiaries. New restaurants and food stores were also created
to meet this demand, with estimated additional income forthese sectors of nearly €17 billion (BRL 80 billion).

(1)
(2)
(3)
(4)

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In Belgium, it is estimated that meal vouchers support more than
20,000 jobs in the foodservice sector and generate more than
€530 million in revenue(1). Thus, every euro spent using mealvouchers generates €1.80 for the local economy(2). Meanwhile,
eco-vouchers support more than 2,800 jobs and generate morethan €14 million in additional revenue for the food industry andthe hotel and foodservice sector.
In Spain, a study(3) commissioned by the trade organization formeal voucher issuers estimated that in 2021 meal vouchers
supported over 20,000 jobs and generated more than €1.3 billion
in revenue for the restaurant and food distribution sector.
These solutions are all the more important in times of inflation
when falling household purchasing power often results in a dropin consumption expenditure at local merchants. In France, for
94% of employees who received an increase in their gift voucher
allocation in 2021 (following the exceptional rise in the tax
exemption ceiling from €170 to €250), the additional amountmeant that they were able to increase their consumption
expenditure or maintain a budget that they would otherwise
have had to reduce. In Mexico, a survey(4) conducted by Edenred
in 2023 revealed that 76% of beneficiaries of food vouchers
financed by their employers buy more food thanks to theresulting gain in purchasing power. 61% said that they could buy
better quality food and 95% considered that this non-mandatory
non-salary benefit should be extended to all companies. 84% of
merchants said they were satisfied with the system, which 65%
of them believe increases their store’s attractiveness. In Belgium,
one in two beneficiaries said they waited for their meal vouchers
to spend on food, while one in four said they covered their foodneeds with their meal vouchers.
According to another Edenred survey conducted in Belgium
among its partner merchants and employee users, 90% of
respondents prefer to use their Ticket Restaurant solution online.
Convenience stores want to use digital technology especially tomeet new consumer needs.
The solutions developed by Edenred also make it possible tocombine local economic development with social responsibility.
Under the framework created by the Fund for European Aid tothe Most Deprived (FEAD), social vouchers are one of the tools
used to help vulnerable populations gain access to essential
goods and services while providing economic opportunities for
local retailers. Edenred has taken part in the three FEAD
programs set up by the Romanian government since 2021. First,
food vouchers in the form of cards were distributed to morethan 300,000 elderly people living in isolated rural areas,
enabling them to have hot meals delivered to their homes. In
2022, Edenred also helped set up a food card program forunderprivileged children and people in difficulty. More than
2.5 million Romanian people in difficulty have received foodcards that can be used across a network of local retailers. Thesesocially responsible programs have thus improved thebeneficiaries’ quality of life while supporting local commerce andavoiding the need for costly social assistance infrastructure.

Impact assessment of meal vouchers in Belgium, Roland Berger, 2022.
Remplacer les chèques-repas par des espèces? Une analyse économique, Leuven: Konings, J., Universiteit Leuven, 2013.
Impacto fiscal del incremento de la exención de los vales de comida en España, PwC, November 2022.
A3C survey conducted by Harris Interactive: Perception et utilisation des titres cadeaux et culturels en entreprise.

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In human services, the solutions developed by Edenred, such as
Ticket CESU in France, also have a significant impact on job
creation, the fight against undeclared work and support forcompanies dedicated to this sector. In 2015, the French Economy
and Finance Ministry estimated that 20% of the human services
sector was made up of undeclared work, which has been steadily
declining since the introduction of the CESU scheme in 2006,
when the highest estimates put the proportion of undeclared
work at 40%. In addition, according to a 2014 ORSEU report, onethird of newly reported users of human services were first-timeusers, while two-thirds were previously employing undeclared
workers.

commitments – to develop new solutions to serve customers,
merchants and end users. The teams were coached to pitch to apanel of judges that included the Executive Vice-President,
Marketing and Strategy, the Head of CSR, the Head of Data andrepresentatives from each of the business lines. The selection
criteria were based on how innovative and impactful the project
was, how quickly it could be rolled out in response to market
expectations, and its longer-term scalability for global roll-out
within Edenred. The judges’ selected two winning projects, whichwere shared with the operational teams of the Benefits andEngagement and Mobility business lines for integration into their
future product developments.

In Belgium, labor inspectorate figures also show that service
vouchers can massively reduce recourse to undeclared work,with 46% of workers in the human services and domestic
employment sector acknowledging that service vouchers are aneffective means of reducing undeclared work in their sector.
Apart from that, service vouchers also help to create jobs, as 35%
of declared employees in the sector did not work beforehand,even on an undeclared basis. They have also contributed
massively to developing the human services sector, as only 5% of
the existing jobs in the sector today existed at the time thescheme was introduced. Finally, 25% of private individual
employers or users of human services said that they would haveresorted to undeclared work had the service vouchers not existed.

As part of a partnership established with HEC in 2019, in 2023
Edenred also carried out two case studies with students from
HEC’s Digital Innovation and Acceleration major and students
from Polytechnique-HEC’s Data Science for Business master’s
degree. These case studies gave students the opportunity towork on innovation themes driven by the use of data:• the HEC students focused on solving problems faced by fleet
managers, including (i) the difficulty of reliably collecting,tracking and analyzing vehicle data throughout the lifecycle,
which hinders informed decision-making on fleet design, leasemanagement, maintenance and fuel consumption, and (ii) thetransition to electric vehicles (EVs) by employees in rural/semi-rural areas with little access to charging stations. The
students were divided into eight groups of five to six people.
They received half a day of explanations and coaching from
Edenred on the case study. They were then given two weeks
to work on a case study or use case before submitting their
final report;

Driving innovation
Edenred is the everyday companion for people at work. To
respond to changes, the Group set up an Open Innovation
program to explore solutions for the future and continue todrive innovation. It has engaged in several internal and external
initiatives, continued with long-term partnerships and forgednew ones.
Since 2021, these innovation initiatives and projects have beenreviewed on a quarterly basis by the Product Board, an internalGroup governance body. Meetings are attended by members of
Executive Management: the Chairman and Chief Executive
Officer (CEO), Executive Vice-President, Global Technology,
Executive Vice-President, Marketing and Strategy, and the threebusiness line General Chief Operating Officers. The role of thisgovernance system is to:• increase management’s knowledge of innovative subjects at
the highest level and their understanding of key market
trends and Edenred’s core business adjacencies;• define and validate future actions, especially for monitoring
operational actions in the business lines;• prioritize technological initiatives and internal products:
blockchain, open banking, payment by application
programming interface (API) and strategy with our partners,
whether global or local, to prepare the scale-up of innovative
projects within the Group.

Innovation challenge
The Group also launched an internal innovation challenge for its
top 300 employees in 2023. Employees were divided into teams
around two central pillars – data and the Group’s CSR

5• the Polytechnique-HEC Master’s students worked on theidentification of CSR use cases, based on transaction analysis,
to meet the needs of merchants in their quest to improve
environmental, social and governance dimensions. The students
were organized into ten teams of five to six people. They also
received half a day of coaching from Edenred. They then had
three weeks to develop a use case and pitch it to a panel ofthree people from the Edenred group.
Three of the projects submitted by the students were deemedfeasible, interesting and valuable; they were shared with thestrategic teams of the Benefits and Engagement and Mobility
business lines for further conceptual development.
In 2023, Edenred took part in a nine-month innovation-throughdesign initiative with the SUGAR network. The SUGAR network
brings together 26 leading international universities and
25 international companies, involving more than 160 students incollaborative innovation projects through design each year. The
program’s aim is to enable students to work on a real project
proposed by an international company in a multidisciplinary andinternational environment to develop future skills. The selectedstudents worked as a team on the topic of connected vehicles andin-vehicle payments. They developed digital solutions for fleet
managers to improve fleet management, reduce fraud andimprove the driver experience at service stations. The approachbrought together teams from two different universities in
Europe and Brazil on the same problem so as to cross-fertilize
analyses and solutions.

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Investments and initiatives for innovation
In line with the Beyond22-25 strategy, which aims to establish
Edenred as an innovation leader in all of its businesses, the Groupis pursuing a series of investments and initiatives with theexternal ecosystem to stimulate innovation.
The Group is working with various private equity funds includingPartech Ventures and Partech Seeds to support young, fastgrowing companies in the digital economy, in areas such assoftware as a service (SaaS), e-commerce platforms, digital
services for merchants and new means of payment. The Groupalso holds shares in the Partech Africa fund, which is specifically
aimed at exploring the African market, where mobile payments
and e-commerce are booming.
Edenred has also invested in the Raise Group’s RAISE Seed For
Good fund, Europe’s first venture capital fund to integrate ESG
criteria into its investment and support strategy as of the seedstage, with the aim of nurturing Europe’s responsible techleaders of tomorrow.
In September 2023, Edenred partnered with Tomcat to further
its open-innovation process and shape the future of work. The
Group has invested in the new Tomcat Ventures 1 fund,managed by Tomcat, the accelerator dedicated to early-stage
start-ups (pre-seed, seed, series A) with B2B and B2B2C models.
In line with Edenred’s Beyond22-25 strategic plan, this investment
aims to be close to the start-up ecosystem in several key sectors
such as future of work, fintech, HRtech, mobility and food.

5.4.3.2

From June 14 to 17, 2023, Edenred had a booth at the seventh
edition of Viva Technology, Europe’s biggest startup and tech
event, its second participation. Recognized worldwide as a
powerful catalyst for business transformation, startup growthand innovation for the common good, the event has beenbringing the innovation ecosystem together in Paris since 2016.
It was another opportunity for Edenred to showcase its
solutions, including an experience on the future of work. The
booth offered visitors an immersion through three multi-player
video games, giving them an innovative insight into the Group’s
solutions in food, mobility and gifts.

Client satisfaction, a priority for the Group

Since its creation, Edenred has worked with companies,
employees and merchants every day to understand and better
anticipate their needs. Edenred is therefore committed tolistening to its clients, users and merchant partners, and toconstantly improving the service it offers.

Satisfaction surveys
For several years, some subsidiaries have been conducting
satisfaction surveys, measuring the quality of the relationshipwith Edenred as a whole, and the experience at specific stages,
such as interaction with customer service, placing an order, or
using a website or mobile app. The feedback collected is used to
draw up action plans geared towards continuous improvementof the customer experience.

Passion for Customers program
To intensify local initiatives and give them a boost Group-wide,
Edenred decided to launch a global program dubbed Passion for
Customers in 2018. Rolled out in 41 subsidiaries at the end of2023 and with roll-out to be continued in future years, thisprogram embodies the Group’s aim of continuously improving
the experience of its customers, whether companies, employees
or merchants, and making the customer central to its business.
The Net Promoter Score, a tried and tested tool for many leading
customer experience companies, is the keystone of thistransformation. Edenred is now able to survey its customers
about their experience at key moments in their journey. In 2023,
feedback from nearly 1.5 million customers was collected,
making it possible to measure the quality of the experienceoffered, to draft action plans by country, and to enable
employees to take action at their own level.

242

In 2012, Edenred founded its own corporate venture capital unit,
Edenred Capital Partners, to acquire minority stakes incompanies with high growth potential working in areas closely
related to its businesses, thereby driving mutual value creation
through synergies. In 2023, Edenred Capital Partners continued
to invest in portfolio companies through follow-on rounds. It
supported Emblem’s seed fund aimed at young start-ups in theNordic tech scene. Emblem raised a first round of €50 million in
March 2023. This investment allowed the Corporate Venture
Capital (CVC) fund to increase its penetration and knowledge ofthe tech sector in Copenhagen, Stockholm and Paris. These cities
were chosen for their under-utilization in seed investments andtheir ability to offer entrepreneurs a network, references andcredibility. Emblem aims to actively support start-ups in each of
the key stages of their first two years: first ten hires, fundraising,search for product-market fit, dedicated coaching for thefounder, etc.

2023 Universal Registration Document — Edenred

The commitment of all employees to this process, from sales
teams to marketing, customer service and innovation teams,
serves to promote a customer-centric culture, coupled with
Passion for Customers training. Employees are now better
equipped to understand customers and meet their expectations.
In each country, sales and customer service teams, as well as
members of the Executive Committee, systematically call backunsatisfied customers, and meet regularly to share lessons
learned and draw up corrective measures. The Group andCountry Executive Committees monitor the implementation of
the approach and the resulting improvement initiatives.
The roll-out of the Passion for Customers program is now
effective in a number of countries, representing more than 90%of the Group’s revenue. Improvements have been made tomobile applications, web portals, order processes and theorganization of sales and customer service teams, thanks to thiscustomer feedback.

AwardsFor the first time, Edenred UTA was awarded the title of Best
Service of the Year in anticipation of 2024. Edenred UTA won
first prize in the Mobility category, based on 225 undercoversurveys over 10 weeks through various contact channels,
including telephone, email, web browsing, chat and social media,
and compared with its main competitors.
In Brazil, Ticket Log (Mobility) has also obtained the SEAL RA 1000
certification awarded by the Reclame Aqui website for excellencein the service quality of various hand-picked companies. is one of
the most visited websites in Brazil, with about 30 million visits permonth, and is a benchmark in terms of customer review sites. SEAL
RA 1000 certification recognizes companies with the best
reputation in the marketplace. It is kept only if a number of
performance metrics are achieved every month.

Non-financial performance statement
Creating value responsibly

Edenred France also obtained AFRC Customer Relations France
certification for the ninth time and the third consecutive year,with the “100% Customer Relations France” guarantee, which
recognizes companies whose customer service is entirely basedin France and which are also actively involved in local employment,
job retention, training and inclusion in their local communities.
At the 2023 Mobile Excellence Awards, Edenred Greece was
rewarded for the fifth consecutive year, winning the Golden Awardin the Best Use of Digital CX Solutions and UX Implementation
category for its good use of artificial intelligence and machinelearning technology. This has made it possible to improve the strategy
for and prioritization of client complaints. At the same event,
Edenred Greece also received the Silver Award in the UX/CXTransformation and Strategy category for the implementationand good orchestration of multiple contact channels (chatbot,etc.). The Mobile Excellence Awards are organized by Boussias
Communications, the leading B2B commercial publishing,conference and awards company in Greece, with the support of
the Hellenic Association of Mobile Application Companies, theGreek Association of Mobile Operators, and the Hellenic Labor
Inspectorate. The awards recognize the best products andbusiness practices in the mobile market.

5.4.4

For the first time, Edenred Italy, and more specifically its
Chairman and CEO Fabrizio Ruggiero, received the “CEO for Life”
award in the Social Impact category. The award highlights
Edenred Italy’s policy of diversity and inclusion.
Edenred Portugal was awarded Superbrands status in 2023,
recognizing the excellence of the Edenred brand in thePortuguese market. Superbrands is an independent internationalorganization. The competing brands underwent a two-pronged
analysis: consumer evaluation by a representative sample of
1,000 Portuguese consumers and expert panel assessment
evaluating over 1,300 brands.
Edenred Turkey received several awards at the iCXA 23(International Customer Experience Awards). Edenred Turkey
won the gold medal in the category Best Customer Experience
Strategy – Financial Services and Telecommunications Sector.
This category rewards companies with a 360° approach tocustomer experience.

Designing responsible and sustainable solutions

As a promoter of good eating habits and fighting obesity,
Edenred tries to find pragmatic ways of addressing a serious
public health issue: in 2021, close to 2.2 billion people wereconsidered obese or overweight according to the World HealthOrganization (WHO). This has led to a sharp increase in thenumber of people suffering from certain types of cancer,
diabetes, strokes and heart attacks, which in turn is putting
significant strain on public health systems.
In addition, transport accounts for nearly 25% of greenhouse gas
emissions. Drawing on its expertise in the field, Edenred aims toprovide solutions and support its clients in their transition tomore sustainable mobility.

5.4.4.1

5

Edenred’s solutions put it in direct contact with partner
merchants, employee users and corporate clients, who makedaily food and mobility choices that are important for theirhealth. With more than 950,000 corporate clients, over 2 million
partner merchants and over 52 million employee users, Edenred
can take tangible action to promote healthy food choices andmore environmentally friendly mobility solutions.
It innovates tirelessly by developing new eco-services to promotesustainable mobility and combat food waste. In 2023, Edenred
offered 31 eco-services (vs. 30 in 2022).

Promoting well-being through healthy and sustainable nutrition

Building on more than 10 years of experience promoting healthyeating habits and fighting obesity, Edenred is working to step up
its action in this area by developing solutions suited to its value
chain and its contacts. This priority issue has become a positive
differentiation opportunity for Edenred and a new way ofdeveloping products and services that meet the needs of various
stakeholders. Examples include the FOOD (Fighting Obesity
through Offer and Demand) program, which encompasses the
majority of Edenred’s initiatives in Europe, and, in Latin America,
the Balanced Nutrition program in Chile and the Ticket Vantagens
solution in Brazil.

Edenred a coordinator of the FOOD program inEuropeThe FOOD program was developed by Edenred and public-sector
partners in six countries (Belgium, Czech Republic, France, Italy,
Spain and Sweden) to support a balanced diet during theworking day.
Launched in 2009 in response to alarming data on the rise in
obesity in Europe, the campaign began as a test project
co–financed by the European Commission, enabling partners todevelop innovative recommendations and communication tools
for employees and partner restaurants.
Bolstered by the encouraging results of the test project, andthanks to the enthusiasm of its partners, the FOOD partnership
continued to thrive and became a long-term program in 2012. It
has since expanded to Slovakia, Portugal, Austria and Romania.
As coordinator of the FOOD program, Edenred uses its Ticket
Restaurant network to raise awareness about a well-balanced
diet among employee users and partner restaurants.

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Since 2009, more than 500 communication tools have beendeveloped, helping to raise awareness around the issue among
more than 7.4 million employees, 251,000 companies and
500,000 restaurants in the program’s 11 member countries.
A network of restaurants pledging to meet FOOD recommendations
was also created with the aim of offering balanced lunchtime
meals. Today it has more than 4,350 members.
As part of the program’s assessment work, barometer surveys
are also carried out each year to better understand and analyze
the needs of employee users and restaurants in terms of healthyeating. In a climate of escalating food prices, the 2022 and 2023
editions of the FOOD barometer surveys focused on two issues:
the impact of inflation on the food budget and how that affects
workers’ food choices and restaurant menus. Five key lessons canbe learned from these surveys conducted in 19 countries:• inflation and its impact on the food budget are still a key
concern for employees: as in 2022, the 2023 survey confirmsthat their number one concern is rising food prices,
immediately followed by energy prices. 87% of respondents
believe that the cost of food will increase significantly in the
coming months, with a negative impact on their food budget.
One in two said they would have to reduce their foodspending. As a result, restaurants are seeing a steady decline
in footfall, with an average of one in two restaurants
reporting a loss of customers;• in this inflationary environment, meal vouchers are moreessential than ever to secure the food budget: the FOOD
2023 survey also reveals that employees who receive mealvouchers believe that they contribute significantly to securing
their food budget and perceive them as an essential safety
net against the effects of food inflation. In fact, 75% of thepeople surveyed worldwide believe that meal vouchers haveeased their cost-of-living constraints, with 32% able to eat out
more often. 70% said that they would find it harder to meetthe cost of living without meal vouchers;• demand for healthier food despite declining food budgets:workers’ awareness of the importance of a healthy diet,already highlighted in previous FOOD surveys, has been
growing over the years, as confirmed by the 2023 results: 78%
of workers surveyed say they are now much more aware of
the health impact of their food choices. However, for the firsttime since the surveys began, value for money was this year
cited as the most important consideration when choosing a
restaurant by 81% of respondents, confirming that the cost ofliving remains a major obstacle despite a desire to eat more
healthily;• a shared determination by restaurant operators andconsumers to combat food waste: previous editions had
already highlighted the growing interest of employees in
reducing their food waste, and nearly all respondents (96%)
this year again said that they were aware of and concerned
about food waste. While many employees reported eating out
less due to inflation, those who still do were eager to learn
more about food waste initiatives in restaurants. The
provision of doggy bags (cited by 60%) and the ability tochoose portion sizes (48%) are the two initiatives most valued
by employees;• ongoing digitalization of the restaurant sector: in thesurvey’s previous editions, the health crisis and the record
decline in business highlighted the manifest need for244

2023 Universal Registration Document — Edenred

restaurants to go digital. By 2022, 37% had launchedtakeaway offers and 25% had their own delivery systems. The
most popular digital tool among restaurants is “online
ordering for takeout” used by 32% of restaurants surveyed.
In 2019, the program celebrated its tenth anniversary andreceived two noteworthy official honors:• a best practice certificate awarded by the European
Commission for the program’s contribution to promoting
healthy lifestyles;• an award from the United Nations in recognition of the
program’s contribution to meeting the Sustainable
Development Goals (in reference to noncommunicablediseases).

A website featuring balanced recipes
The Healthy Recipes by the FOOD program website is a recent
initiative offering balanced recipes developed by European chefs.
Restaurants participating in the website are all affiliated with
Ticket Restaurant. It is a way of recognizing their expertise andtheir involvement in a social issue that matters to everyone. The
site’s creation responds to growing demand from users observedin FOOD surveys for balanced recipes in digital format.

Raising awareness among partner merchantsand employee users
The vast majority of Edenred subsidiaries organize local
awareness-raising initiatives throughout the year to promotehealthy eating. Since 2021, the fight against food waste has been
added to the themes of communication with our partner
merchants and employee users. This was done as part of aprocess of alignment with Edenred’s purpose. As a result, over
and above tips on waste reduction and awareness-raising actions,
11 countries also presented partner initiatives or solutions tocombat food waste through their communications.
As in previous years, communication campaigns via e-mail,surveys, publications on social media and flyers aimed atmerchants, users and customers were also carried out regularly.
The methodology for the indicator presented below is describedin section 5.7 Methodology.
· Merchants and users made aware about balanced
nutrition and food waste

72%
57%

58%

2021

2022

2023

Non-financial performance statement
Creating value responsibly

Other actions to promote sustainable foodSince its creation, Edenred has launched many initiatives
worldwide to promote sustainable and healthy food.
In Chile, in particular, two programs have been introduced to
improve nutritional balance.
The first, “Food & Balance,” is aimed at employees who use Ticket
Restaurant. This program makes it easy to identify dishes that
respect the rules of a varied and balanced diet, thanks to thepresence of the Gustino mascot on the menus of partner
restaurants. The system was developed in collaboration withnutrition experts, local partners and restaurant representatives
to ensure the validity of the approach.
The second program supports the Ministry of Education throughTicket JUNAEB, a food card that allows university scholarship
holders to receive a contribution to their food budget. Thisearmarked solution can only be used to pay for specific balanced
menus or to purchase healthy food from a network of approved
merchants (foods that exceed certain fat/sugar/sodium thresholds
are not eligible). In 2023, it was used by 231,000 scholarship
holders.
In Romania, in 2023, Edenred developed a comprehensive
program aimed specifically at the country’s young people toencourage them to change their habits in favor of a healthier andmore balanced diet. The program covered all age categories
through:• the development of a guide for creating balanced school
menus for two weeks, easy to implement by school canteens
and approved by public authorities;• the organization of a workshop for 50 school canteen chefs,
led by master chef Alex Cîrțu, to train them in making tasty
and nutritionally balanced hot meals for schoolchildren;• the development, jointly with the Ministry of Education and
the Ministry of Health, as well as nutrition experts and school
principals, of a three-year program to ensure the provision ofbalanced meals in canteens in 150 schools;• the organization of “Hungry for health!” (Faim de santé !), acompetition giving 200 students from five universities the
chance to design training for their peers to promote sustainable
habits for a healthier lifestyle, beyond a balanced diet.

5

Examples taken from the FOOD survey, conducted among
48,945 respondents in 19 countries:• based on a survey conducted in 19 countries in Europe andLatin America, 75% of workers consider that their foodvouchers help them meet the cost of living;• in Europe, 45% of workers believe that food vouchers
contribute to a healthier and more balanced diet;• in Romania, a country where food budgets represent 24% ofincome, food vouchers represent a 20% increase in purchasing
power;• in Spain, 59% of employees say they eat out more often
thanks to food vouchers, helping to support the local
economy;• the FOOD survey also highlights a growing desire amongrestaurant operators and employees to combat food waste.
Edenred is firmly committed to this fight and, in addition to
major awareness-raising campaigns in 25 countries, has taken
other initiatives, including the launch of the first national
study in Romania to understand the causes of food waste inrestaurants. This work resulted in the publication of a guidefor restaurants, with ten key tips on how to reduce foodwaste, as well as 5,000 doggy bags to promote the approach.
The International Labour Organization says that workers withaccess to adequate food – in terms of essential nutrients andcalories – can be 20% more productive and less prone toaccidents.

Combating food waste
In line with its long-standing commitments to sustainable food,Edenred pays special attention to food waste in several ways.
As meal benefits go increasingly digital in every Edenred country,
is helping to fight against food waste. With digital supports, infact, the balance on the card, mobile app or other paperlesssolution can be spent in the exact amount, unlike with the paper
voucher solution. Because giving change from a paper voucher isprohibited, it cannot be redeemed for less than its face value,
prompting employee users to order another dish to reach orexceed the amount of their voucher.

Initiatives for users
Impact on neighbors and local communities
The social vouchers developed by Edenred help trigger and thenmaintain a virtuous circle for all players, notably by improving theeffectiveness of public incentive policies. They are innovative andadaptable instruments for policies ranging from health and widersocial issues (quality of life at work, cost of living, access to goods
and services that improve the work-life balance) to theenvironment (sustainable consumption and mobility); they easecost-of-living constraints for employees and improve their qualityof life, which tends to reduce absenteeism and socio–professional
illness and, in turn, social security expenditure. By guaranteeing
access to a healthy midday meal and at the same time securing
and bolstering its beneficiaries’ food budgets, Edenred’s
Ticket Restaurant solution helps improve employees’ nutritional
habits. Indeed, the higher the dedicated purchasing power,
the greater the possibility of accessing healthy food.

Edenred has formed partnerships in several European countries
with Too Good To Go, a start-up that uses its app to connect
merchants and customers, enabling people to buy unsold food at
reduced prices to combat food waste.
For example, Edenred’s Austrian subsidiary launched apartnership with Too Good To Go in April 2019 to capitalize on
Edenred’s network of partner merchants. The cooperation with
Edenred aims to encourage partner merchants to join one ofEurope’s largest communities of merchants combating foodwaste; it also provides encouragement for employees using
Edenred solutions by giving them access to the unsold fooditems offered by member merchants. Other subsidiaries, such as
Spain, Portugal and Italy, also launched a partnership with Too
Good To Go to develop initiatives for employee users, corporateclients and partner restaurants to raise awareness, inspire andpropose initiatives to combat food waste.

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On a similar model, Edenred France and Edenred Belgium have
set up a partnership with Phenix, another startup, allowing all
employees who use Edenred solutions to purchase unsold items
from partner merchants. Merchants belonging to the system canalso donate perishable products to charities and NGOs via the
Phenix platform.
To combat food waste and malnutrition, Edenred Greece hascreated a “Healthy Tips” page on its website. It offers users ideas
for turning leftover food into healthy meals. The initiative is
promoted in all forms of employee communication, fromnewsletters to social media.

Initiatives for partner restaurants
Edenred supports its partners and raises their awareness of thefight against food waste. In Italy, the subsidiary distributed
13,000 free food boxes to its merchant network as part of its#ZeroFoodWaste project, giving restaurant-goers the option oftaking their unfinished meals home. Edenred Italy also ran acommunications' campaign in the participating restaurants
to encourage customers to ask for a doggy bag if needed.
This initiative is an effective way for the subsidiary to improve
its visibility and share its commitments with users.

Other initiatives
Created in 2019, FiG (Food index for Good) is a non-profit that
evaluates restaurants based on their environmental impact
according to key criteria including menu composition, waste
reduction and waste sorting. In 2023, Edenred France financed
the tool’s roll-out in ten restaurants. Restaurant operators
choosing to work on their waste have measured reductions of up
to 47% in their waste-related carbon footprint.

5.4.4.2

Promotion of sustainable mobility

Mobility is a priority for businesses. Employee business travel
generates greenhouse gas emissions. Corporate clients andemployee users are therefore looking for ways to optimize theirtravel in order to move towards more virtuous mobility
consistent with the ecological transition. One such method is thedevelopment of the electric vehicle market, which is an
opportunity for Edenred. As a Mobility and Benefits andEngagement supplier, Edenred provides its stakeholders withsolutions and services that encourage new forms of mobility andoffer a choice in terms of more responsible consumption. These
considerations are part of its ongoing Beyond Fuel strategy, which is
aimed at offering additional services to clients by developing
maintenance management, unified electronic toll and VAT refund
services for transportation companies.

Responsible Mobility solutions
The Group supports the ecological transition by offering its
clients solutions to effectively manage their professional mobility
and reduce their carbon footprint, thus promoting moresustainable professional mobility.

Move for Good, a program that accompanies clientsalong their transition to sustainable mobility
Launched in 2022, the global Move for Good program supports
the Group’s clients in their transition to sustainable mobility
using strategic objectives and concrete measures.
This program, already operational in several European and Latin
American countries, is built on three pillars encompassing threestrategic objectives:

3 PILLARS
Measure and Reduce

OffsetRaise awarenessMeasure and reduce emissions byencouraging cleaner mobility options,such as electric vehicles or bioethanol

Offset remaining emissions throughthird–party certified projects, such as forest
protection and methane recovery

Raise awareness among the community,
clients and users by giving them access to thebest resources and knowledge bases

3 OBJECTIVES• Foster more environmentally friendly and economical mobility• Offer clients opportunities to reduce their environmental footprint through fuel savings, alternative fuels and access to electric
mobility• Offset remaining carbon emissions through an offset program

Emissions measurement and reduction through fuelsavings, alternative fuels and electric mobility
Edenred offers tools and services to help increase efficiency infleet management and route planning and to better manage fuelneeds, enabling customers to reduce fuel consumption andconsequently emissions.

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2023 Universal Registration Document — Edenred

Emissions offset programs to continue roll-out in 2024
Edenred is offering its clients a program to help offset theirremaining fleet emissions. It calculates fleet carbon emissions by
converting the amount of fuel charged into an environmental
impact, then offsets up to 100% of the remaining emissions byinvesting in certified climate protection projects in Europe andbeyond. Customers receive an annual emissions certificate as
proof of their carbon offset.

Non-financial performance statement
Creating value responsibly

The program complies with international standards and isaudited by a recognized independent accounting firm. In 2023,
the program helped to offset approximately 146,370 metric tonsof remaining CO2 emissions through the purchase of carbon credits.

Raising awareness of greener mobility
More environmentally friendly transportation and mobility
solutions are a major part of Move for Good. The program aims
to raise awareness of the industry’s environmental impact andpromote more sustainable alternative practices andtechnologies. To help protect the climate and preserve
ecosystems, Edenred leverages Move for Good to support solar
and wind power projects as well as reforestation in alreadydegraded areas, such as the Atlantic Forest in Brazil. The Brazilian
subsidiary also supports Legado das Águas, Brazil’s largest private
Atlantic Forest reserve, spanning 31,000 hectares. Some
5,000 native tree seedlings will be planted as part of a project tosupport forest conservation and restore biodiversity.
The Move for Good program runs in Europe via Edenred UTA, andin Argentina, Brazil and Mexico.
Edenred UTA, for example, gives its clients access to biodiesel
and other alternative fuels alongside traditional fuels throughthe 56,000 service stations in its acceptance network in Europe.
Its portfolio also includes a solution for charging electric andhybrid vehicles. In this respect, Edenred UTA offers an electriccharging solution – UTA eCharge – in collaboration with the
charging network operator ChargePoint. Already available inGermany, UTA eCharge currently provides access to more than
511,000 public charge points in 33 countries across Europe.
The electric vehicle charging solution will be gradually rolled out
in other countries in 2024.
Edenred Mexico has transformed the ECO2 solution into a MoveFor Good program. The main aim of the program is to reduce thecarbon footprint of the fleets of clients using Ticket Car, which ismanaged through a partnership with GreenPrint, a global
company of the PDI group, a leader in environmental
technologies. Fleet emissions are calculated monthly, based on
the liters of fuel purchased by customers, and are then offset
mainly against local projects, for instance, the construction of awind farm in Oaxaca or the reforestation of 18,000 trees in theforest of Amanalco.

Encouraging alternative mobility and managing
the carbon footprint
Another payment solution for business travel also exists in Brazil.
Ticket Car partners provide employee Ticket Car card users withaccess to a single payment system for a wide range of vehicle
services and modes of transportation, such as shared bikes,
public transport, carpooling and electric vehicle charging. By
facilitating payment for these services, this solution encourages
smart mobility by adapting use to different lifestyles.

Employee benefit programs to encouragesustainable mobility
To support its stakeholders in the ecological transition, Edenred
is developing solutions that promote soft mobility for employees
in their daily commute. Several of Edenred’s subsidiaries offer
these solutions to their corporate clients.

5

Edenred Finland, for example, has developed a digital solutionthat encourages employees to leave their car at home and takepublic transportation, which has a reduced environmental
impact. It does this through Edenred Transport, a commuter
benefits card that can be used with most modes of public
transportation. At the end of 2023, more than 550 corporateclients and 16,500 employee users had chosen this solution tolimit GHG emissions and promote physical exercise between the
different means of transportation.
In the United States, Edenred is one of the leading providers ofcommuter benefits, offering a program that helps employees
meet their transportation needs through subsidies or tax-exempt
contributions. This initiative aims to promote sustainable modesof transportation including bus, metro, bike, motor scooter, taxi
and carpooling. The program has grown significantly, with morethan 300,000 employee users in nearly 5,000 client companies. In
2024, Edenred will strengthen its commitment to greener travel
by introducing a carbon footprint solution. This tool will enable
employers to measure and reduce the emissions associated with
their employees’ commuting.
In the United Kingdom, Cycle to Work is a service integrated into
the Benefits and Engagement program. It allows employers to
reduce their payroll costs by subsidizing the purchase of bikes
and safety equipment for their employees. Employees whochoose to ride to work benefit from a discount of up to 48% to
buy the bicycle and can pay in installments over a year. Nearly
12,000 employees used the solution in 2023.
In France, Edenred has been partnering with Betterway since2022 to make sustainable mobility more widely accessible. Thispartnership responds to the growing expectations of companies
in terms of the management of mobility aids for their employees,
while at the same time reducing the amount of money devoted
to commuting. Thanks to this solution, known as Pass Mobilité,
usable with 11,000 merchants dedicated to mobility, employees
will be able to effortlessly adapt how they commute throughout
the year depending on their needs, taking advantage of fuel or
public transit subsidies, or using the sustainable mobility
allowance on eligible green transportation expenses covered by
the Sustainable Mobility Package (FMD), such as micromobility,
bicycle leasing, electric motor scooters, electric charging, carsharing and carpooling.

Strengthening of the Ideal approach with a newsustainable mobility indicator
To support the objectives of its Ideal approach, Edenred has
introduced a new sustainable mobility indicator to develop
access to alternative and more responsible mobility solutions. It
measures the proportion of sustainable mobility solutions – i.e.,
access to alternative fuels (electricity, hydrogen, bioethanol,
LNG) – made accessible by Edenred solutions, in relation to thetotal number of mobility points.
In practice, the offer of alternative fuels evaluated by theindicator, which can range from 0% to 100%, corresponds to thatoffered in the network of Edenred partner service stations. This
indicator is intended to reflect the development of alternative
energy refueling infrastructure, in line with a decarbonization
trajectory that varies by geography (maturity of infrastructure,
financial support policies and tax incentives, etc.). It stood at 33%
at the end of 2023.

Edenred — 2023 Universal Registration Document

247

5

Non-financial performance statement
Monitoring key performance indicators

5.5

Monitoring key performance indicators

SOCIAL INDICATORSKey indicators

Performance

Scope (% workforce)

Year

2021

2022

2023

2022

2023

Percentage of women among executive positions

34%

33%

37%

100%

100%

Percentage of employees who attended at least one training
course in the year

85%

86%

90%(1)

100%

100%

Number of days devoted to volunteering (days equivalent)

1,519

2,347

3,079

100%

100%

(1) New indicator in 2023: 3-year average. The 2022 and 2021 results represent a 5-year average.

Other indicators

2021

2022

2023

2022

2023

Number of employees

9,161

9,750

11,233

100%

100%% under permanent contracts

96%

98%

98%

100%

100%

% women

50%

51%

52%

100%

100%

% men

50%

49%

48%

100%

100%

Number of interns

250

274

278

100%

100%

Full-time equivalent

9,121

9,680

10,861100%

100%% of managers(1)

21%

21%

22%

100%

100%

% women managers

41%

42%

44%

100%

100%

% men managers

59%

58%

56%

100%

100%

Employees who attended one training course during the year

87%

91%

92%

100%

100%

% of women who attended one training course during the year51%

% of men who attended one training course during the year

49%

Number of hours of training(2)163,325

185,791

195,219

100%

100%

Number of hours of training for managers

48,66751,223

61,873100%

100%

Number of hours of training for employees excluding
managers

114,658

134,568

133,346

100%

100%

Number of employees having attended at least one training course

9,696

11,253

8,840

100%

100%

Number of managers having attended at least one training course

2,081

2,275

2,096

100%

100%

Number of employees (excluding managers) having attended
at least one training course

8,186

8,978

6,744

100%

100%

Lost-time incident frequency rate (LTIF) (as a %)(3)

1.6

2.0

1.5

100%

100%

Severity rate (as a %)(4)

0.03

0.08

0.06

100%

100%

1.6

2.0

1.7

100%

100%

0

0

0

100%

100%

Absenteeism rate (as a %)(5)

Number of fatal accidents in the workplace
Number of occupational illnesses resulting in at least one dayof lost time

3

0

0

100%

100%

Direct donations (in €)1,173,373

1,638,655

501,707100%

93%

Indirect donations (in €)1,356,496

2,029,194

2,172,512

100%

93%

Donations in kind (in €)24,37597,203

68,155

100%

93%
93%

Volunteer time based on payroll cost (in €)Total donations (in €)Employees made aware about community outreach

361,119593,120

751,554100%

2,915,363

4,358,171

3,493,927

100%

93%

40%

85%

85%

100%

93%

Note on reported information:
Employee numbers correspond to the number of individuals on the payroll at December 31 and the number of full-time equivalent (FTE) employees.
The concept of number of employees is designed to quantify the number of individuals under permanent and fixed-term contracts (this excludes interns, service
providers and subcontractors), regardless of the actual time spent on site or their contractual working hours. Total number of employees is used to calculate
several other indicators.
The concept of full-time equivalent is designed to quantify the number of employees on a comparable basis, i.e., the standard full-time contract applied.
The purpose is to measure the organization’s operational workforce, taking into account work week duration and contractual working hours. The figures also
include interns and temporary employees.
(1) A manager is defined as an employee who manages others and/or has a high level of responsibility within the organization.
(2) Hours of training corresponds to the total hours of training (classroom and online) undertaken by employees in all Group subsidiaries.
(3) Lost-time incidents: non-fatal and fatal accidents occurring during or because of work, including commuting accidents, and involving salaried employees andall other persons working for the Edenred Group in any capacity and at any location and resulting in at least one day of absence. Days of lost time arecounted in business days and not in calendar days.
(4) Severity rate: number of days of lost time following an occupational accident multiplied by 1,000 and divided by the total number of hours worked by theentire workforce over the calendar year. Days of lost time are counted in business days and not in calendar days.
(5) Absenteeism rate: total number of person-days lost to absenteeism in the period divided by the number of person-days available in the period. This includes
absenteeism due to occupational accidents, commuting accidents, occupational illnesses and non-occupational illnesses.

248

2023 Universal Registration Document — Edenred

Non-financial performance statement
Monitoring key performance indicators

5

ENVIRONMENTAL INDICATORSKey indicators

Performance

Scope (% workforce)

Year

2021

2022

2023

2022

2023

% reduction in GHG intensity(1)

46%

51%

61%

95%

93%

Number of eco-services for sustainable mobility
and to fight food waste

25

30

31

100%

93%

% of solutions eco-designed

19%

33%

54%

100%

93%

Other indicators

2021

2022

2023

2022

2023

Number of subsidiaries with an environmental management
system

11

14

13

100%

93%

Environmental certification coverage (in number of employees)

51%

53%

51%

100%

93%

1

1

0

100%

93%

1,885

1,350

1,336

94%

93%

Number of environmental non-compliance incidents
Annual natural gas use (in MWh, LHV)
Annual fuel oil use (in MWh, LHV)

133

52

58

94%

93%

Annual electricity use (in MWh)

11,416

8,627

8,179

94%

93%

560

2,223

2,748

94%

93%

14,815

12,82012,321

94%

93%

1.62

1.31

1.18

94%

93%

Annual renewable electricity use (in MWh)
Total energy consumption per employee (natural gas,fuel oil and electricity) (in MWh)
Total energy use per employee
Direct GHG emissions from point sources (in tCO2eq)

843

715

854

94%

93%

Direct GHG emissions from mobile sources (in tCO2eq)

3,975

5,564

5,264

94%

93%

Indirect GHG emissions resulting from electricity use (in tCO2eq)

2,609

2,195

1,560

94%

93%

Total GHG emissions from point sources (in tCO2eq)

3,365

2,910

2,414

94%

93%

GHG intensity of point sources (in kgCO2eq/sqm)(2)

35.0

32.0

26

94%

93%

32,312

41,21544,166

94%

93%

Annual water use (in cubic meters)
Waste (in metric tons)

467

478

468

94%

93%

Brochure paper use (in metric tons)

101

162

139

100%

93%

Office paper use (in metric tons)

63

69

44

100%

93%

Voucher process paper use (in metric tons)

670

586

424

100%

93%

Total paper use (in metric tons)

835

819

607

100%

93%

Percentage of subsidiaries (in business volume) that use
more environmentally friendly paper out of total
subsidiaries producing paper vouchers

92%

97%

98%

100%

93%

Annual plastic consumption for card production (in metric tons)

100

110

110

100%

93%

Note on reported information:
The scope of environmental indicators is detailed in section 5.1.2 "Methodology".
(1) The reduction in GHG intensity refers to the effective reduction in greenhouse gas (GHG) emissions per unit of surface area for point sources (scopes 1 and 2,
company site consumption) compared with 2013.
(2) GHG intensity of point sources refers to GHG emissions (scopes 1 and 2, company site consumption) from point sources per unit of surface area occupied.

Edenred — 2023 Universal Registration Document

249

5

Non-financial performance statement
Monitoring key performance indicators

GOVERNANCE INDICATORSKey indicators
Year

Performance
2021

Scope (% workforce)

2022

Sustainable food and mobility(1)Food merchants and users made aware about healthyand sustainable eating(2)Proportion of mobility distribution points offering
alternative solutions(3)

2023

2022

2023

60%

100%

100%

57%

58%

72%

100%

100%

-

-

33%

100%

100%

Proportion of employees who have approved the Charterof Ethics and self-employed workers covered by theCharter(4)

-

-

89%

100%

100%

Employees who have acknowledged the Charter of Ethics

97%

100%

100%

100%

100%

-

-

47%

Europeansubsidiaries

100% ofsubsidiaries
covered by theGroup’s personal
data protection
complianceprogram

-

100%

100%

46%

58%

53%

100%

100%

15

14

16

100%

100%

-

-

80%

-

100%

Proportion of self-employed workers coveredby the Charter of Ethics(4)Subsidiaries covered by the Group’s personal dataprotection compliance program(5)ISO 9001 or equivalent certification coverage (in numberof employees)
Number of subsidiaries with ISO 9001 certification
Authorized transaction volume
processed by a certified platform (ISO 27001, PCI-DSS orequivalent)(6)(1) New definition in 2023 measuring the proportion of end users and merchants aware of healthy and sustainable eating and the proportion of alternative
mobility solutions made accessible by Edenred solutions (see section 5.7 Notes on methodology).
(2) New indicator measuring the proportion of end users and merchants aware of healthy and sustainable eating (see section 5.7 Notes on methodology).
(3) New indicator measuring the proportion of mobility solutions made accessible by Edenred solutions.
(4) New definition in 2023 including self-employed workers covered by the Charter of Ethics.
(5) Replaced by a new indicator as of 2023 (see note 6).
(6) New indicator.

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2023 Universal Registration Document — Edenred

Non-financial performance statement
Taxonomy note

5.6

5

Taxonomy note

Turnover
TEMPLATE: PROPORTION OF TURNOVER FROM PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY-ALIGNEDECONOMIC ACTIVITIES - DISCLOSURE COVERING YEAR N
For activities listed under A2, columns F to R may be filled in on a voluntary basis by non-financial undertakings. (see Note (h))
(1)

(2)

(3)

(4)

(5)

(8)

(9)

(10)

(11)

(12) (13) (14) (15) (16) (17)(18)

(19) (20)

Do no significant harm
(DNSH) criteria(h)Turnover

Proportion of turnover, 2023

Climate change mitigation

Climate change adaptation

Water

Pollution

Circular economy

Biodiversity

Climate change mitigation

Climate change adaptation

Water

Pollution

Circular economy

Biodiversity

Minimum safeguards

Taxonomy-aligned (A.1.) or
Taxonomy-eligible (A.2.) proportionof turnover, 2022

Category (enabling activity)

Category (transitional activity)

Codes(a)(7)

Substantial contribution criteria

Year

Economic
activities

(6)

€m

%

Y; N;
N/EL

Y; N;
N/EL

Y; N;
N/EL

Y; N;
N/EL

Y; N;
N/EL

Y; N;
N/EL

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

(b)(c)(b)(c)(b)(c)(b)(c)(b)(c)(b)(c)

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Turnover ofenvironmentally
sustainable
activities(Taxonomyaligned) (A.1)

-

-

-

-

-

-

-

-

Category enabling
activity

-

-

-

-

-

-

-

-

Categorytransitional activity

-

-

-

-

E
T

A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned)(g)Data processing,hostingand related
activities

CCM
8.1,
CCA
8.1

EL;
N/EL

EL;
N/EL

EL;
N/EL

EL;
N/EL

EL;
N/EL

EL;
N/EL

(f)

(f)

(f)

(f)

(f)

(f)

21

1%

EL

EL

N/EL

N/EL

N/EL

N/EL

1%

Turnover fromof Taxonomyeligible but notenvironmentally
sustainable
activities (notTaxonomy-aligned
activities) (A.2)

21

1%

1%

0%

-

-

-

-

1%

TURNOVER
OF TAXONOMYELIGIBLE
ACTIVITIES(A.1 + A.2) (A)

21

1%

1%

0%

-

-

-

-

1%

Edenred — 2023 Universal Registration Document251Non-financial performance statement

(11)

(18)

(19) (20)Category (transitional activity)

Climate change mitigation

Minimum safeguards

Do no significant harm
(DNSH) criteria(h)Biodiversity

Climate change mitigation(12) (13) (14) (15) (16) (17)Category (enabling activity)(10)

Biodiversity(9)

Circular economy(8)

Pollution(7)

Substantial contribution criteria

Proportion of turnover, 2023

TurnoverEconomic
activities

Codes(a)

Year

(6)

Water

(5)

Climate change adaptation(4)

Circular economy(3)

Pollution

(2)

Water

(1)

Taxonomy-aligned (A.1.) or
Taxonomy-eligible (A.2.) proportionof turnover, 2022

Taxonomy note

Climate change adaptation

5

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of
Taxonomynon-eligible
activities (B)2,493 99%

TOTAL (A + B)

2,514 100%

(a)

(b)

(c)

The code constitutes the abbreviation of the relevant objective to which the activity is eligible to make a substantial contribution, as well as the section
number of the activity in the relevant annex covering the objective, i.e.:- CCM for Climate change mitigation;- CCA for Climate change adaptation;- WTR for Water and marine resources;- CE for Circular economy;- PPC for Pollution prevention and control;- BIO for Biodiversity and ecosystems.
For example, the activity "Afforestation" would have the code: CCM 1.1.
Where activities are eligible to make a substantial contribution to more than one objective, the code for all objectives should be indicated.
For example, if the operator reports that the activity "Construction of new buildings" makes a substantial contribution to climate change mitigation andcircular economy, the could would be: CCM 7.1. /CE 3.1.
The same codes should be used in sections A.1 and A.2 of this template.
YES - Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective.
NO - Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective.
N/EL - Not eligible: Taxonomy non-eligible activity for the relevant environmental objective.
Where an economic activity contributes substantially to multiple environmental objectives, non-financial undertakings shall indicate, in bold, the most
relevant environmental objective for the purpose of computing the KPIs of financial undertakings while avoiding double counting. In their respective KPIs,
where the use of proceeds from the financing is not known, financial undertakings shall compute the financing of economic activities contributing to multiple
environmental objectives under the most relevant environmental objective that is reported in bold in this template by non-financial undertakings. An
environmental objective may only be reported in bold once in one row to avoid double counting of economic activities in the KPIs of financial undertakings.
This shall not apply to the computation of Taxonomy-alignment of economic activities for financial products defined in point (12) of Article 2 of Regulation(EU) 2019/2088. Non-financial undertakings shall also report the extent of eligibility and alignment per environmental objective, that includes alignment
with each of the environmental objectives for activities contributing substantially to several objectives, by using the template below:
Proportion of turnover/total turnover
Taxonomy-aligned per objective

Taxonomy-eligible per objective

CCM

-

1%

CCA

-

1%

WTR

-

-

CE

-

-

PPC

-

-

BIO

-

-

(d) The same activity may align with one or more environmental objectives for which it is eligible.
(e) The same activity may be eligible and not aligned with the relevant environmental objectives.
(f) EL - Taxonomy-eligible activity for the relevant objective.
N/EL - Taxonomy non-eligible activity for the relevant objective.
(g) Activities shall be reported in section A.2 of this template only if they do not align with any of the environmental objectives for which they are eligible. Activities
that align with at least one environmental objective shall be reported in section A.1 of this template.
(h) For an activity to be reported in section A.1, all DNSH criteria and minimum safeguards shall be met. For the activities listed under section A.2, columns 5 to
17 may be filled in on a voluntary basis by non-financial undertakings.
Non-financial undertakings may indicate in the substantial contribution and DNSH criteria they meet or do not meet in section A.2 by using: (a) for substantial
contribution - codes YES/NO and N/EL instead of EL and N/EL and (b) for DNSH - YES/NO.

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2023 Universal Registration Document — Edenred

Non-financial performance statement
Taxonomy note

5

CapEx
TEMPLATE: PROPORTION OF CAPEX FROM PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY-ALIGNED ECONOMIC
ACTIVITIES - DISCLOSURE COVERING YEAR N
For activities listed under A2, columns F to R may be filled in on a voluntary basis by non-financial undertakings. (see Note (h))
(1)

(2)

(3)

(4)

(5)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

(18)

(19) (20)

Do no significant harm (DNSH)
criteria (h)Proportion of CapEx, 2023

Climate change mitigation

Climate change adaptation

Water

Pollution

Circular economy

Biodiversity

Climate change mitigation

Climate change adaptation

Water

Pollution

Circular economy

Biodiversity

Minimum safeguards

Taxonomy-aligned (A.1.) or
Taxonomy-eligible (A.2.) proportionof CapEx, 2022

Category (enabling activity)

Category (transitional activity)

Substantial contribution criteria

CapEx

Economic activities

Code(s)(a)

Year

(6)

€m

%

Y; N; Y; N;
N/EL N/EL

Y; N;
N/EL

Y; N;
N/EL

Y; N;
N/EL

Y; N;
N/EL

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

(b) (c)(b) (c)(b) (c)(b) (c)(b) (c)(b) (c))A.1 TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
CapEx ofenvironmentally
sustainable
activities (A.1)--

Category enabling
activity--

Category transitional
activity

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL;
N/EL

EL;
N/EL

EL;
N/EL

EL;
N/EL

EL;
N/EL

EL;
N/EL

(f)

(f)

(f)

(f)

(f)

(f)

T

(g)

Rehabilitation andrestoration offorests, including
reforestation andnatural forest
regeneration after an
extreme event

CCM
1.2,
CCA
1.2

-

0%

EL

EL

N/EL

N/EL

N/EL

N/EL

0%

Transport
by motorbikes,
passenger cars andlight commercial
vehicles

CCM
6.5,
CCA
6.5

11

2%

EL

EL

N/EL

N/EL

N/EL

N/EL

4%

Acquisitionand ownershipof buildings

CCM
7.7,
CCA
7.7

26

4%

EL

EL

N/EL

N/EL

N/EL

N/EL

7%

37

5%

5%

0%

CapEx of Taxonomyeligible but notenviron-mentally
sustainable activities(not Taxonomyaligned activities)
(A.2)

E

11%

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Non-financial performance statement

5%

0%

(14)

(15)

(16)

(17)

(18)

(19) (20)

Do no significant harm (DNSH)
criteria (h)Category (transitional activity)

Climate change adaptation

5%

(13)

Category (enabling activity)

Climate change mitigation

37

(12)

Taxonomy-aligned (A.1.) or
Taxonomy-eligible (A.2.) proportionof CapEx, 2022

Proportion of CapEx, 2023

Substantial contribution criteria(11)

Biodiversity(10)

Circular economy(9)

Pollution

(8)

Water

(7)

Climate change adaptation

(6)

CapEx

Economic activities
CAPEX OFTAXONOMYELIGIBLE ACTIVITIES(A.1 + A.2) (A)Code(s)(a)

Year

(5)

Climate change mitigation(4)

Biodiversity(3)

Circular economy(2)

Pollution(1)

Minimum safeguards

Taxonomy note

Water

5

11%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESCapEx of
Taxonomynon-eligible
activities (B)656 95%TOTAL (A + B)

693 100%

(a)

(b)

(c)

The code constitutes the abbreviation of the relevant objective to which the activity is eligible to make a substantial contribution, as well as the section
number of the activity in the relevant annex covering the objective, i.e.:- CCM for Climate change mitigation;- CCA for Climate change adaptation;- WTR for Water and marine resources;- CE for Circular economy;- PPC for Pollution prevention and control;- BIO for Biodiversity and ecosystems.
For example, the activity "Afforestation" would have the code: CCM 1.1.
Where activities are eligible to make a substantial contribution to more than one objective, the code for all objectives should be indicated.
For example, if the operator reports that the activity "Construction of new buildings" makes a substantial contribution to climate change mitigation andcircular economy, the could would be: CCM 7.1. /CE 3.1.
The same codes should be used in sections A.1 and A.2 of this template.
YES - Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective.
NO - Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective.
N/EL - Not eligible: Taxonomy non-eligible activity for the relevant environmental objective.
Where an economic activity contributes substantially to multiple environmental objectives, non-financial undertakings shall indicate, in bold, the most
relevant environmental objective for the purpose of computing the KPIs of financial undertakings while avoiding double counting. In their respective KPIs,
where the use of proceeds from the financing is not known, financial undertakings shall compute the financing of economic activities contributing to multiple
environmental objectives under the most relevant environmental objective that is reported in bold in this template by non-financial undertakings. An
environmental objective may only be reported in bold once in one row to avoid double counting of economic activities in the KPIs of financial undertakings.
This shall not apply to the computation of Taxonomy-alignment of economic activities for financial products defined in point (12) of Article 2 of Regulation(EU) 2019/2088. Non-financial undertakings shall also report the extent of eligibility and alignment per environmental objective, that includes alignment
with each of the environmental objectives for activities contributing substantially to several objectives, by using the template below:
Proportion of turnover/total turnover
Taxonomy-aligned per objective

Taxonomy-eligible per objective

CCM

-

5%

CCA

-

5%

WTR

-

-

CE

-

-

PPC

-

-

BIO

-

-

(d) The same activity may align with one or more environmental objectives for which it is eligible.
(e) The same activity may be eligible and not aligned with the relevant environmental objectives.
(f) EL - Taxonomy-eligible activity for the relevant objective.
N/EL - Taxonomy non-eligible activity for the relevant objective.
(g) Activities shall be reported in section A.2 of this template only if they do not align with any of the environmental objectives for which they are eligible. Activities
that align with at least one environmental objective shall be reported in section A.1 of this template.
(h) For an activity to be reported in section A.1, all DNSH criteria and minimum safeguards shall be met. For the activities listed under section A.2, columns 5 to
17 may be filled in on a voluntary basis by non-financial undertakings.
Non-financial undertakings may indicate in the substantial contribution and DNSH criteria they meet or do not meet in section A.2 by using: (a) for substantial
contribution - codes YES/NO and N/EL instead of EL and N/EL and (b) for DNSH - YES/NO.

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Non-financial performance statement
Taxonomy note

5

OpEx
TEMPLATE: PROPORTION OF OPEX FROM PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY-ALIGNED ECONOMIC
ACTIVITIES - DISCLOSURE COVERING YEAR N
For activities listed under A2, columns F to R may be filled in on a voluntary basis by non-financial undertakings. (see Note (h))
(3)

(4)

(6)

(7)

(8)

(9)

(10) (11)

(13)

(14)

(15)

(16)

(17)

(18)

(19)

(20)

Climate change adaptation

Biodiversity

Climate change mitigation

Climate change adaptation

Water

Pollution

Circular economy

Biodiversity

Minimum safeguards

Taxonomy-aligned (A.1.) or
Taxonomy-eligible (A.2.) proportionof OpEx, 2022

Category (enabling activity)

Category (transitional activity)

€m

%

Y; N;
N/EL

Y; N; Y; N; Y; N; Y; N; Y; N;
N/EL N/EL N/EL N/EL N/EL

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

(b) (c)(b) (c)(b)(c)(b)(c)

Circular economy

Climate change mitigation

Do no significant harm (DNSH)
criteria(h)Proportion of OpEx, 2023

Substantial contribution criteria

(12)

OpEx

Economic activities

Code(s)(a)

Year

(5)

Pollution

(2)

Water

(1)

(b)(c)(b)(c)

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx ofenvironmentally
sustainable activities(A.1)
Category enabling
activity-

Category transitional
activityE
T

A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (g)EL;
EL;
N/EL N/EL

EL;
EL;
EL; EL;
N/EL N/EL N/EL N/EL

OpEx of Taxonomyeligible but notenvironmentally
sustainable activities(not Taxonomy-aligned
activities) (A.2)-

OpEx of Taxonomyeligible activities(A.1 + A.2) (A)-B. TAXONOMY-NON-ELIGIBLE ACTIVITIESOpEx of Taxonomynon-eligible activities(B)
TOTAL (A + B)(a)

55 100%The code constitutes the abbreviation of the relevant objective to which the activity is eligible to make a substantial contribution, as well as the section
number of the activity in the relevant annex covering the objective, i.e.:- CCM for Climate change mitigation;- CCA for Climate change adaptation;- WTR for Water and marine resources;- CE for Circular economy;- PPC for Pollution prevention and control;- BIO for Biodiversity and ecosystems.
For example, the activity "Afforestation" would have the code: CCM 1.1.

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5

Non-financial performance statement
Taxonomy note

(b)

(c)

Where activities are eligible to make a substantial contribution to more than one objective, the code for all objectives should be indicated.
For example, if the operator reports that the activity "Construction of new buildings" makes a substantial contribution to climate change mitigation andcircular economy, the could would be: CCM 7.1. /CE 3.1.
The same codes should be used in sections A.1 and A.2 of this template.
YES - Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective.
NO - Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective.
N/EL - Not eligible: Taxonomy non-eligible activity for the relevant environmental objective.
Where an economic activity contributes substantially to multiple environmental objectives, non-financial undertakings shall indicate, in bold, the most
relevant environmental objective for the purpose of computing the KPIs of financial undertakings while avoiding double counting. In their respective KPIs,
where the use of proceeds from the financing is not known, financial undertakings shall compute the financing of economic activities contributing to multiple
environmental objectives under the most relevant environmental objective that is reported in bold in this template by non-financial undertakings. An
environmental objective may only be reported in bold once in one row to avoid double counting of economic activities in the KPIs of financial undertakings.
This shall not apply to the computation of Taxonomy-alignment of economic activities for financial products defined in point (12) of Article 2 of Regulation(EU) 2019/2088. Non-financial undertakings shall also report the extent of eligibility and alignment per environmental objective, that includes alignment
with each of the environmental objectives for activities contributing substantially to several objectives, by using the template below:
Proportion of OpEx/total OpEx
Taxonomy-aligned per objective

Taxonomy-eligible per objective

CCM

%

%

CCA

%

%

WTR

%

%

CE

%

%

PPC

%

%

BIO

%

%

(d) The same activity may align with one or more environmental objectives for which it is eligible.
(e) The same activity may be eligible and not aligned with the relevant environmental objectives.
(f) EL - Taxonomy-eligible activity for the relevant objective.
N/EL - Taxonomy non-eligible activity for the relevant objective.
(g) Activities shall be reported in section A.2 of this template only if they do not align with any of the environmental objectives for which they are eligible.
Activities that align with at least one environmental objective shall be reported in section A.1 of this template.
(h) For an activity to be reported in section A.1, all DNSH criteria and minimum safeguards shall be met. For the activities listed under section A.2, columns 5 to
17 may be filled in on a voluntary basis by non-financial undertakings.
(i) Non-financial undertakings may indicate in the substantial contribution and DNSH criteria they meet or do not meet in section A.2 by using: (a) for substantial
contribution - codes YES/NO and N/EL instead of EL and N/EL and (b) for DNSH - YES/NO.

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Non-financial performance statement
Notes on methodology

5.7

5Notes on methodology

All the indicators cover the period from January 1 to December 31, 2023.

Social data (Ideal People)
Consolidation scope
The scope of consolidation for social data is exactly the same as the scope of consolidation for financial data. The social information
published must take into account all Edenred subsidiaries, regardless of their legal status, country of operation or size.
The numbers and breakdowns shown correspond to 100% of the total workforce. The 734 employees of Reward Gateway, whose
acquisition was finalized in June 2023, are included in the social data calculations.

Collection and reporting of data
The data collection and reporting process is as follows: data are first collected by the local HR correspondent for each country. The data isthen consolidated and validated for consistency by the Group’s HR Department. The consolidated data include key performance indicators,
validated by the Group Executive Committee. They are then reported locally in the form of a non‑financial performance review.

Indicator methodology: People
Training

1.

Edenred's performance in terms of employee commitment totraining will be measured annually according to the three-year
average proportion of Edenred employees who have attended atleast one training course during the year.

The Extended Group Executive Committee (E-GEC), whichbrings together the Group’s Executive Committee, theRegional Directors and the General Managers (GMs) of themain subsidiaries.

2.

The General Managers (GMs) of the subsidiaries.

3.

The Country and Region Management Committees.

4.

The executive teams at corporate headquarters reporting
directly to a member of Edenred’s Executive Committee.

The Training indicator is now calculated on the basis of a threeyear average rather than a five-year average.
This indicator is calculated by dividing the number of employees
who attended training during the year by the number of
employees that year for year N, N-1 and N-2.

Diversity and inclusion
Edenred's performance in terms of its commitment to Diversity
and Inclusion is measured annually according to the percentage ofwomen on Edenred's management bodies. These bodies include:

Solidarity
Edenred’s progress on this commitment is measured based on
the number of days of volunteering over the year by all Group
employees. Each day of volunteering is counted based on eight
hours worked.

Environmental and ethical data (Ideal Planet & Ideal Progress)
Consolidation scope
The data published as part of the Planet indicator and other environmental data cover 93% of employees and are included in thereporting scope. The 734 employees of Reward Gateway, the acquisition of which was finalized in June 2023, are excluded from Planet
indicator data calculations.

Collection and reporting of data
The data collection and reporting process is as follows: data are first collected by the local CSR and/or HR correspondent for eachcountry. Data is then consolidated and checked for consistency by the Group's CSR Department. The consolidated data include key
performance indicators, validated by the Group Executive Committee. They are then reported locally in the form of a non‑financial
performance review.

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Non-financial performance statement
Notes on methodology

Indicator methodology: Planet
Reducing GHG emissions and carbon footprint
The Group's carbon emissions are calculated according to therules defined by the GHG Protocol and monitored using themarket-based carbon emissions indicator. Edenred’s progress on
this commitment is measured annually based on the percentage
reduction in GHG emissions intensity compared with 2013. GHG
intensity is assessed for all Edenred countries based on the sumof scopes 1 and 2 emissions from point sources per unit ofsurface area occupied.
The methodology used is the GHG Protocol standard as well as
emission factors from robust benchmarks. Whenever possible,
local emission factors have been used to establish GHG
emissions, and when this was not possible, international
benchmarks were used (such as the IEA, ADEME or DEFRA data).

Description of scopes• Scope 1: the main emissions are associated with natural gas,with consumption data obtained from supplier invoices.
Potential refrigerant gas leaks are also included in
calculations.
• Scope 2: The main emissions are associated with electricity,with consumption data obtained from supplier invoices. The
emission factors used come from the sites' electricity
suppliers where available, or from the International Energy
Agency (IEA) where applicable. Scope 2 also includes heating
and cooling networks, with consumption data obtained fromsupplier invoices.

All Scope 1 & 2 emissions data is measured every six months.
• Scope 3: Scope 3 emissions associated with the Group's value
chain are calculated each year. The Group considers the scope
3 categories relevant to its activity and excludes in particularuse of products by end-users (category 3.11).

Eco-services
This indicator is obtained by adding the total number of
ecological services developed to encourage sustainable mobility
to the total number of ecological services developed to solve
food waste problems, thereby determining the number of moreenvironmentally friendly services.
An ecological service is a service designed to limit theenvironmental impact of Edenred's solutions, by means ofextending an existing solution, a direct solution or a partnershipwith a merchant or third party encouraging consumers to be
more environmentally friendly. "Eco-services" include bicycle
rental, carpooling, help with reducing fuel consumption, or an
application connecting consumers to restaurants or food storeswith unsold food.

Eco-designed solutions
Aimed at measuring the proportion of eco-designed/recycled
and "paperless" solutions, this indicator is calculated by dividing
the business volume of eco-designed (certified) or recycled
solutions by the total business volume.

Indicator methodology: Progress
Ethical commitment
Edenred’s progress on this commitment to create value
responsibly is measured annually based on the percentage ofGroup employees who have agreed to the Charter of Ethics.
Eligible employees and self-employed workers are thoseincluded in Edenpeople, the HRIS tool. Interns and work-study
students are excluded, as well as those joining the Group after
December 15, 2023.
This indicator is calculated by dividing the number of employees
and self-employed workers listed in the HRIS (Human Resources
Information System) who have agreed to the Ethics Charter by
the total number of employees and self-employed workers listed
in the HRIS.

Commitment to IT security
Two indicators are presented in this document.

Information security
In 2023, Edenred committed to measures to increase transparency
in favor of IT security and data protection. The Group's performanceis measured annually in terms of the percentage of authorizationtransaction volumes processed by a certified platform (e.g. ISO
27001, PCI-DSS or equivalent external certification).

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2023 Universal Registration Document — Edenred

The calculation methodology involves dividing the number of IT
security-certified subsidiaries by the total number of subsidiaries,
then multiplying the result by 100. This process aims to ascertain
the percentage of subsidiaries that comply with a security standard.

Personal data protection
Up to now, the Group monitored the number of subsidiaries
covered by the Group’s personal data protection complianceprogram. Edenred took steps to build and strengthen its
compliance with personal data protection regulations. Progresson these actions is measured annually based on the number ofsubsidiaries that comply with data processing standards and haveeducated their employees about this issue. At the end of 2022,
the Group achieved its target of having 100% of its subsidiaries
included in the program.

Quality management
Edenred’s progress on this commitment to support its
stakeholders is measured annually based on the percentage of
its employees working in subsidiaries certified for quality
management, based on ISO 9001 or equivalent standards.
This calculation is based on dividing the Group's total workforce
by the sum of the workforce of each ISO 9001-certified entity,then multiplying the result by 100. This process is used todetermine the percentage of employees working at entities
certified to ISO 9001 quality management standards.

Non-financial performance statement
GRI and SASB cross-reference table

number of users and merchants who have agreed to receive
communication campaigns over a given period as thedenominator.

Healthy eating and access to soft mobility
alternatives
Edenred’s progress on this commitment will be measured
annually based on two indicators:
1. Healthy eating and preventing food waste: this aspect ismeasured on the basis of the percentage of users of foodsolutions among employees and partner retailers who havereceived at least one communication from Edenred onbalanced eating and preventing food waste. Unlike themethodology previously used in 2022, which counted allusers and merchants in the Edenred database as thedenominator, the new method only takes into account the5

Alternative soft mobility solutions: this evaluates the
proportion of soft mobility solutions offered by Edenred.
The calculation is done by dividing the number of soft
mobility hubs accessible by Edenred Solutions by the total
number of available mobility hubs.
The overall Sustainable Nutrition and Mobility indicator is
obtained by combining these two criteria, allocating 70% tohealthy food and 30% to sustainable mobility (based on thecurrent weighting of these two business lines at Edenred).
2.

5.8

GRI and SASB cross-reference table

5.8.1

GRI cross-reference table

The Global Reporting Initiative (GRI) requires the participation of companies and other parties involved in setting standards to assess thedifferent levels of a company’s sustainability performance. Edenred complies with the GRI standards for software and IT services. This
report complies with the updated 2023 GRI standards and shows a crossover between the disclosures provided and the criteria of the
GRI reference framework.
GRI

2022 disclosure

Section in this document

Global Compact principles

306-1

Water withdrawal by source

5.3.1.2 Conserving resources andreducing waste

306-2

Waste by type and disposal method

5.3.1.2 Conserving resources andreducing waste

Principle 8: Businesses should
undertake initiatives to promote
greater environmental
responsibility.

GRI 307: Environmental compliance
307-1

Non-compliance with environmental 5.3.1.1 Combating climate change
laws and regulations

Principle 7: Businesses should
support a precautionary approachto environmental challenges.

GRI 308: Supplier environmental assessment
308-1

New suppliers that were screenedusing environmental criteria

308-2

Negative environmental impacts inthe supply chain and actions taken

5.4.1 Developing ethical and responsible Principle 8: Businesses should
activities and partnerships
undertake initiatives to promote
greater environmental
5.3.1.1 Combating climate change
responsibility.

GRI 401: Employment
401-1

New employee hires and employee
turnover5.5 Monitoring key performanceindicators

401-2

Benefits provided to full-time
employees that are not provided totemporary or part-time employees

5.2.1.1 Talent management

Principle 6: Businesses should
uphold the elimination of
discrimination in respect of
employment and occupation.

GRI 403: Health and safety
403-1

Workers representation in formal
joint management-worker healthand safety committees

5.2.1.3 Labor and human rights

403-2

Types of injury and rates of injury,
5.2.1.3 Labor and human rights
occupational diseases, lost days, andabsenteeism, and number ofwork‑related fatalities

403-6

Promotion of worker health5.2.1.5 Key figures

403-9

Work-related injuries

5.2.1.5 Key figures403-10Work-related ill health5.2.1.3 Labor and human rights
5.2.1.5 Key figures

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5

Non-financial performance statement
GRI and SASB cross-reference table

GRI

2022 disclosure

Section in this document

Global Compact principles

Principle 6: Businesses should
uphold the elimination of
discrimination in respect of
employment and occupation.

GRI 404: Training and education
404-1

Average hours of training per year
per employee

5.2.1.5 Key figures

404-2

Programs for upgrading employee
skills and transition assistanceprograms

5.2.1.1 Talent management

404-3

Percentage of employees receiving
regular performance and careerdevelopment reviews

5.2.1.1 Talent management

GRI 405: Diversity and equal opportunity
405-1

Diversity of governance bodies andemployees

5.2.1.2 Promoting diversity and inclusion Principle 6: Businesses should
uphold the elimination of
5.2.1.5 Key figures
discrimination in respect of
employment and occupation.

GRI 407: Freedom of association and collective bargaining
407-1

Operations and suppliers in which the 5.2.1.3 Labor and human rights
right to freedom of association andcollective bargaining may be at risk

Principle 3: Businesses should
uphold the freedom of associationand the effective recognition of theright to collective bargaining.

GRI 408: Child labor
408-1

Operations and suppliers at
significant risk for incidents of childlabor

5.2.1.3 Labor and human rights

Principle 5: Businesses should
uphold the effective abolition ofchild labor.

5.2.1.3 Labor and human rights

Principle 4: Businesses should
uphold the elimination of all formsof forced and compulsory labor.

Principle 1: Businesses should
support and respect the protectionof internationally proclaimed
human rights.

GRI 409: Forced or compulsory labor
409-1

Operations and suppliers at
significant risk for incidents of childlabor

GRI 412: Human rights assessment
412-1

Operations that have been subject
to human rights reviews or impact
assessments

5.2.1.3 Labor and human rights

412-3

Significant investment agreements
and contracts that include humanrights clauses or that underwent
human rights screening

5.2.1.3 Labor and human rights

GRI 413: Local communities
413-1

Operations with local community
engagement, impact assessments,
and development programs

5.2.2.1 Social and economic contribution Principle 1: Businesses should
support and respect the protectionof internationally proclaimed
human rights.

GRI 414: Supplier social assessment
414-1

New suppliers that were screenedusing social criteria

5.4.1 Developing ethicaland responsible activities
and partnerships

GRI 416: Customer health and safety
416-1

Assessment of the health and safety 5.4.4.1 Promoting well-being
impacts of product and service
through healthy and sustainable foodcategories

GRI 419: Socioeconomic compliance
419-1

260

Non-compliance with laws andregulations in the social andeconomic area

2023 Universal Registration Document — Edenred

5.2.1.3 Labor and human rights

Principle 2: Business should makesure they are not complicit inhuman rights abuses.

Non-financial performance statement
GRI and SASB cross-reference table

5.8.2

5

SASB cross-reference table

The Sustainability Accounting Standards Board (SASB) is another initiative that produces industry-specific standards; its aim is to provide
guidelines to help companies produce standardized reports on environmental, economic and social aspects. Edenred complies withsustainability accounting standards for the professional and business services sector.
TABLE 1. ACCOUNTING MEASURES AND SUSTAINABILITY DISCLOSURESSV-PS-230a. Data security
SV-PS-230a.1

Description of the approach for identifying and responding to data
security risks.

5.4.2 Ensuring IT security and data protection

SV-PS-230a.2

Description of policies and practices regarding the collection, use
and retention of customer information.

5.4.2 Ensuring IT security and data protection

SV-PS-230a.3

5.1.3 Main risks and opportunities
Number of data breaches, percentage involving customer
Confidential Business Information (CBI) or Personal Information (PII),
number of customers affected.

SV-PS-330a. Employee diversity and engagement
SV-PS-330a.1

Percentage of women among management and all employees.

5.5 Monitoring key performance indicators

SV-PS-330a.2

Voluntary and involuntary employee turnover.

5.5 Monitoring key performance indicators

SV-PS-330a.3

Employee engagement as a percentage, based on employee
engagement survey results.

5.2 Improve quality of life

SV-PS-510a. Professional integrity
SV-PS-510a.1

Description of the approach for ensuring professional integrity.

5.4 Create value responsibly

SV-PS-510a.2

Total financial losses following legal proceedings related toprofessional integrity.

6.1 Corporate governance

TABLE 2. BUSINESS MEASURESSV-PS-000.A

Number of employees: full-time, part-time, temporary and salaried.

5.5 Monitoring key performance indicators

SV-PS-000.B

Hours worked by employee, billable percentage.

5.5 Monitoring key performance indicators

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5

Non-financial performance statement
CSR independent third-party entity report

5.9

CSR independent third-party entity report

Report of one of the Statutory Auditors, appointed as independent third party,on the verification of the consolidated non-financial performance statement
Year ended December 31, 2023
This is a free English translation of the report by one of the Statutory Auditors issued in French and is provided solely for the convenience ofEnglish-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional
standards applicable in France.
To the Shareholders’ Meeting,In our capacity as Statutory Auditor of your company (hereinafter
the “Entity”), appointed as independent third party (“third party”)
and accredited by the French Accreditation Committee (Cofrac)(Cofrac validation/verification accreditation under number 3-1886
scope available at www.cofrac.fr), we have conducted procedures
to express a limited assurance conclusion on the historicalinformation (observed or extrapolated) in the consolidated nonfinancial statement, prepared in accordance with the Entity’s
procedures (hereinafter the “Guidelines”), for the year ended
December 31, 2023 (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
Based on the procedures we have performed as described in thesection “Nature and scope of procedures” and the evidence wehave obtained, nothing has come to our attention that cause us
to believe that the non-financial statement is not prepared inaccordance with the applicable regulatory provisions and that
the Information, taken as a whole, is not fairly presented inaccordance with the Guidelines, in all material respects.

Preparation of the non-financial
performance statement
The absence of a commonly used generally accepted reporting
framework or a significant body of established practice on whichto draw to evaluate and measure the Information allows fordifferent, but acceptable, measurement techniques that canaffect comparability between entities and over time.
Consequently, the Information needs to be read and understood
together with the Guidelines, summarised in the Statement andavailable on the Entity’s website or on request from its
headquarters.

Limits inherent in the preparation
the Information
The Information may be subject to uncertainty inherent to thestate of 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
Board of Directors is responsible for:• selecting or establishing suitable criteria for the preparationof 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 considering those risks and theoutcomes of said policies, including key performance indicatorsand the information set-out in Article 8 of Regulation (EU)2020/852 (Green taxonomy);• preparing the Statement by applying the Entity’s “Guidelines”
as referred above; and• designing, implementing and maintaining internal control
over information relevant to the preparation of Informationthat is free from material misstatement, whether due to fraud
or error.
The Statement has been endorsed by the Board of Directors.

Responsibility of the Statutory Auditor
appointed as independent third party
Based on our work, our responsibility is to express a limited
assurance conclusion on:• 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.”
As we are engaged to form an independent conclusion on the
Information as prepared by management, we are not permitted
to be involved in the preparation of the Information as doing so
may compromise our independence.

262

2023 Universal Registration Document — Edenred

Non-financial performance statement
CSR independent third-party entity report

It is not our responsibility to provide a conclusion on:• the Entity’s compliance with other applicable legal and regulatory
provisions (particularly with regard to the information set-out in
Article 8 of Regulation (EU) 2020/852 (Green taxonomy), theFrench duty of care law and against corruption and tax evasion);

Nature and scope of procedures• the fairness of information set-out in Article 8 of Regulation (EU)2020/852 (Green taxonomy);

The procedures we performed were based on our professional
judgment. In carrying out our limited assurance engagement on
the Information:• We obtained an understanding of all the consolidated entities’
activities and the description of the main risks associated;• 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, with ourverification program consisting of our own procedures and withthe professional guidance issued by the French Institute of
Statutory Auditors (Compagnie Nationale des Commissaires aux
Comptes) applicable to such engagement, in particular the
professional guidance issued by the Compagnie Nationale desCommissaires aux Comptes, Intervention du commissaire aux
comptes – Intervention de l’OTI – déclaration de performance extrafinancière, and acting as the verification programme and with theinternational standard ISAE 3000 (revised).

Independence and quality control
Our independence is defined by Article L. 821-28 of the French
Commercial Code and French Code of Ethics for Statutory
Auditors (Code de déontologie). In addition, we have implementeda system of quality control including documented policies andprocedures aimed at ensuring compliance with applicable legal
and regulatory requirements, ethical requirements and theprofessional guidance issued by the French Institute of Statutory
Auditors (Compagnie Nationale des Commissaires aux Comptes)
relating to this engagement.

Means and resources
Our work engaged the skills of four people between October, 2023
and March, 2024 and took a total of six weeks.
To assist us in conducting our work, we referred to our corporatesocial responsibility and sustainable development experts. We
conducted around ten interviews with people responsible forpreparing the Statement.

(1)

5

We are required to plan and perform our work to address theareas where we have identified that a material misstatement of
the Information is likely to arise.

• We assessed the suitability of the criteria of the Guidelines
with respect to their relevance, completeness, reliability,
neutrality and understandability, taking into account, whereappropriate, best practices within the sector.
• We verified that the Statement includes each category ofsocial and environmental information set out in section III of
Article L. 225-102-1, as well as information regarding
compliance with human rights and anticorruption and tax
avoidance legislation.
• 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 main risks.
• We verified that the Statement presents the business model and a
description of the main risks associated with all the consolidated
entities, including where relevant and proportionate, the risks
associated with their business relationships, their products orservices, as well as their policies, measures and the outcomes
thereof, including key performance indicators associated to themain risks.
• We referred to documentary sources and conductedinterviews to:• assess the process used to identify and confirm the mainrisks as well as the consistency of the outcomes, including
the key performance indicators used, with respect to themain risks and the policies presented; and• corroborate the qualitative information (measures andoutcomes) that we considered to be the most important(1).
Concerning certain information, (diversity and inclusion), ourwork was carried out on the consolidating entity, while forother risks, our work was carried out on the consolidating
entity and 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 of the French Commercial Code, with thelimits specified in the Statement.
• We obtained an understanding of internal control and risk
management procedures implemented by the Entity andassessed the data collection process aimed at ensuring thecompleteness and fairness of the Information.

Selected qualitative information: promoting diversity and inclusion (EDEN network, Kincentric study, specific trainings); sustainable mobility (Move for good);
IT security (security policy, reporting).

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263

5

Non-financial performance statement
CSR independent third-party entity report• For the key performance indicators and other quantitative
outcomes that we considered to be the most important (1), we
implemented:• analytical procedures that consisted in verifying the properconsolidation of collected data as well as the consistency ofchanges there to;• tests of details, using sampling techniques, in order toverify the proper application of definitions and procedures
and reconcile the data with supporting documents. This
work was carried out on a selection of contributing
entities(2) and covers between 20% and 40% of theconsolidated data relating to the key performance indicatorsand outcomes selected for these tests;• We assessed the overall consistency of the Statement inrelation to our knowledge of all the consolidated entities.
The procedures performed in a limited assurance review are lessin extent than for a reasonable assurance opinion in accordancewith the professional guidelines of the French National Instituteof Statutory Auditors (Compagnie Nationale des Commissaires aux
Comptes); a higher level of assurance would have required us tocarry out more extensive procedures.

Paris-La Défense, March 18th, 2024
One of the Statutory Auditors,
Deloitte & Associés
Guillaume Crunelle

Catherine Saire

Partner, Audit

Partner, Sustainability Services(1)

Selected quantitative information: Total workforce; Percentage of women in executive positions; Total number of hires and departures; Absenteeism rate;
Total energy consumption; Direct greenhouse gas emissions from fixed and mobile sources and indirect emissions linked to electricity consumption (Scope 1
and Scope 2); Percentage of employees who have acknowledged the Ethics Charter; Sustainable food and mobility (Percentage of users and merchantsreached by awareness campaign on sustainable food and by access to soft mobility offers); Percentage of authorization transaction volume processed bycertified platform (e.g., ISO27001, PCI-DSS or equivalent external certification); Percentage of subsidiaries certified for quality management,
based on ISO 9001 (in terms of staff).
(2) Selected entities: Edenred France; Edenred Mexico; Edenred PPS UK; Edenred Turkey; Edenred Brazil.

264

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Non-financial performance statement
CSR independent third-party entity report

Edenred — 2023 Universal Registration Document

5

265

6
Board of Directors’ reporton corporate governance
6.1

Corporate governance

269
269

6.1.1
6.1.2
6.1.3
6.1.4
6.1.5

Application of the AFEP/MEDEF Code
Combination of the roles of Chairman
and Chief Executive Officer
The Board of Directors
Executive Management
Executive Committee
Diversity
General Meetings

6.2

Corporate officers’
compensation

6.2.1

Corporate officers’ compensation policy(ex ante vote)
Information referred to in Article L.22-10-9 (I.)
of the French Commercial Code relating to allcompensation paid during, or awarded for,the 2023 financial year to corporate officers
in respect of their duties (global ex post vote)

6.2.2

269
270
309
310
311
312

315
315

6.2.3

6.2.4

Fixed, variable and exceptional components
comprising the total compensation andbenefits of any kind paid during, or awarded
for, the 2023 financial year to Mr. Bertrand
Dumazy, as Chairman and Chief Executive
Officer (specific ex post vote)
Additional information relating to corporate
officers' compensation(not subject to a shareholder vote)

330

333

6.3

Information about theCompany's share capital

335

6.3.1
6.3.2
6.3.3
6.3.4

Description of the Company's shares
Securities giving access to the share capital
Shares not representing capital
Changes in share capital

335
339
339
340

322

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6

Board of Directors’ report on corporate governanceMembership of the Board of Directors
at December 31, 2023

1

NON-INDEPENDENTDIRECTOR

9INDEPENDENTDIRECTORS

Dominique D'Hinnin
Lead Independent Director and ViceChairman of the Board of Directors
Chairman of the Compensation,
Appointments and CSR Committee

SylviaCoutinho2

Bertrand Dumazy
Chairman and CEOof Edenred

Angeles
Garcia-PovedaMaëlleGavet

Jean-Romain
LhommeChairman of theCommitments
Committee

MonicaMondardini

Nathalie
Balla

Bernardo
Sanchez Incera
Chairmanof the Audit and
Risks Committee

8 meetings

EMPLOYEEREPRESENTATIVEDIRECTORS

12Philippe
ValléeCédricAppert97% attendance rate
50% women (1)90% independent

GraziellaGavezotti

directors (1)DIRECTORS

4 nationalities

1

3

Between71 and = 75

< or = 50

Audit and Risks Committee

3

COMMITTEES

4 meetings
4 members
94% attendance rate
100% independent(1)4Between
61 and = 70

Compensation, Appointments
and CSR Committee
4 meetings
3 members
100% attendance rate
100% independent

Commitments Committee
5 meetings
4 members
100% attendance rate
100% independent(1)

57
years

Between
51 and = 60

Average age(number of directors)

2

2

Between
10 and 123< or = 1

5
years

Between
6 and 9(1) The employee-representative directors are not taken into account for the calculationof the said rates, in accordance with the AFEP/MEDEF Code.
(2) As at the General Meeting of May 7, 2024.

268

2023 Universal Registration Document — Edenred

45

Between2 and 5

Number of years on Board(2)(number of directors)

Board of Directors’ report on corporate governanceCorporate governance

6

The Board of Directors' report on corporate governance has been prepared in accordance with the provisions of Articles L.225-37-4 andL.22-10-8 to L.22-10-11 of the French Commercial Code (Code de commerce).

6.1

Corporate governanceApplication of the AFEP/MEDEF Code
Edenred's system of corporate governance is based on the AFEP/MEDEF Corporate Governance Code for listed companies (the"AFEP/MEDEF Code"), which was updated in December 2022.
The said Code is available on the website of the HighCommittee for Corporate Governance (https://hcge.fr), fromthe issuing organizations, on the Company's website(https://www.edenred.com/en/group/governance) or at theCompany's registered office.
The Company's practices comply with the recommendations
contained in the AFEP/MEDEF Code, with the exception of part ofArticle 19.1, which recommends that an employee-representative
director be a member of the Compensation Committee.
It should be noted that the meetings of the Compensation,
Appointments and CSR Committee are the subject of a detailed
report systematically given to the directors before each Board
meeting. The employee-representative directors are therefore
informed of the issues raised in a precise manner and have thepossibility of expressing their views on the subjects discussed
during the Board meeting. The Board of Directors' meetings allow
and encourage discussion among the directors on issues related tocompensation, in particular the Chairman and Chief Executive
Officer's compensation. The Compensation, Appointments andCSR Committee, in accordance with its duties, prepares mattersfor the Board of Directors, ensures the quality of the information
provided (for example, through advisors), and summarizes the
proposals submitted to the Board of Directors for discussion anddecision on matters concerning the Chairman and Chief
Executive Officer, without the latter being present. Employeerepresentative directors are fully able to review the documents
submitted to them prior to the meetings, to participate in thediscussions, in particular on compensation issues, and to makeany related decision with full knowledge of the facts.
Furthermore, the discussions regarding compensation policies
are spread out over several Board meetings, generally from
October to February. There are numerous iterations between the
directors due to the number of Board meetings devoted to this
topic and the time between the meetings.
In addition, the members of each committee are chosen
according to their respective skills and their ability to contributeto the committees of which they are members. The Board of
Directors and the Compensation, Appointments and CSR
Committee thus discussed the possibility of appointing theemployee-representative directors to the Board Committees:• in view of Ms. Graziella Gavezotti's expertise in audit and finance(directorship on the Board and former member of the Audit
Committee (for nearly ten years) of another CAC 40 company),
based on the recommendation of the Compensation, Appointments
and CSR Committee, the Board of Directors considered that her
qualifications made her a suitable candidate to serve on the Audit
and Risks Committee and therefore decided to appoint her to the
Audit and Risks Committee at its meeting of February 21, 2022.
• in view of Mr. Cédric Appert’s operational and functional
financial expertise, particularly in mergers and acquisitions, at
Edenred and at major French banks, and excellent knowledgeof the Group’s activities, based on the recommendation of theCompensation, Appointments and CSR Committee, the Boardof Directors considered that his expertise would be a valuableasset to the Commitments Committee and therefore decided
to appoint him to the Commitments Committee at its meetingof October 13, 2023.

Combination of the roles of Chairman and Chief Executive Officer
The Company was incorporated on December 14, 2006, for a
99-year term as a French simplified limited liability company(société par actions simplifiée – SAS). It was converted into a
French limited liability company (société anonyme – SA) with a
Board of Directors on April 9, 2010, and then into a European
company (société européenne, societas europaea – SE) with a Boardof Directors by the Combined General Meeting of May 11, 2021.
As provided for in the applicable regulations, on June 29, 2010,
the Board of Directors decided to combine the roles of Chairmanof the Board of Directors and Chief Executive Officer andconfirmed this decision on September 10, 2015, when Mr.
Bertrand Dumazy was appointed Chairman and Chief Executive
Officer and when his term of office as director was renewed on
May 3, 2018.
On May 11, 2022, following the renewal of Mr. Bertrand Dumazy's
term of office as director, based on the recommendation of theCompensation, Appointments and CSR Committee, the Board of
Directors decided to reappoint Mr. Bertrand Dumazy as Chairmanof the Board of Directors and Chief Executive Officer for theduration of his new term of office as director, i.e., until the closeof the General Meeting to be held in 2026 to decide on thefinancial statements for the financial year ending December 31, 2025.
The appropriateness of the governance structure is regularly
reviewed by the Board of Directors, and at least each time the
Chairman and Chief Executive Officer's term of office is renewed.

The Compensation, Appointments and CSR Committee and theBoard of Directors believe that this governance structure is themost appropriate for the Group, which is faced with a profoundand rapid transformation of its businesses and markets. The
Board of Directors, after having discussed this issue, identified
numerous challenges, such as:• the profound technological transformation impacting theearmarked payment solutions and Benefits and Engagement
sector, more specifically the "platforming" of offers, built
around new disruptive technologies, such as blockchain, or
innovative services, such as Banking as a Service;• the emergence and rapid adoption of electric vehicles in
Europe, and ultimately in other countries, requiring tailoredoffers, a transformation of the infrastructures in place and thenature of market players;• the arrival of new unlisted entrants in all the Group's markets,with major financing and without short-term profitability
constraints; and• a sharp increase in mergers and acquisitions in all the regionsin which Edenred operates and in all its product lines.

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6

Board of Directors’ report on corporate governanceCorporate governance

These strategic and industrial challenges require an immediate
response capability from the Group and its management bodies,
as well as advanced skills in areas such as digital platform andpayment technology and Human Resources. This expertise isbased on the rich and diverse backgrounds of the members of theBoard of Directors in these areas, in particular due to the renewalof the profiles of the Board of Directors in recent years, in line with
the Group's strategy. The ability to mobilize these skills quickly
depending on the issues, such as investments and acquisitions, isbased on the closeness of the members of the Board of Directors
to operations, under the supervision of the Chairman and Chief
Executive Officer. The Chairman and Chief Executive Officer iscentral to the Group's strategy and its execution; he is also inconstant and direct contact with each member of the Board of

6.1.1

The single command structure and fast decision making andexecution, resulting from the combined roles of Chairman of theBoard of Directors and Chief Executive Officer, have enabled
Edenred to establish itself as the leader in its markets for many
years, setting it significantly further apart from its competitors.
The Board of Directors believes it is essential that the Company
maintains this momentum, especially in an increasinglycompetitive and technological environment and with a highturnover of Board members.

The Board of Directors

Excerpt from Article 12 of the bylaws:
The Company is managed by a Board of Directors composed of aminimum of three members and a maximum of eighteen, subject
to the dispensations provided for by the legal and regulatory
provisions in force, including in the event of a merger.
No individual exceeding the age of 75 may be appointed as
director. If a director in office exceeds the age limit of 75, thelatter, at the close of the first General Meeting following his or
her birthday, will be deemed to have automatically resigned.
The number of directors who are over 70 years of age may not
represent more than a third of the directors in office.
If the above-mentioned proportion is exceeded as a result of adirector turning over 70, the eldest director is deemed to haveautomatically resigned from office at that date.
A legal entity may be appointed as director. In such a case, theabove-mentioned provisions regarding the age limit also apply
to the permanent representatives of any legal entity that has
been appointed director.
Directors, including employee-representative directors, areappointed under the conditions provided for in the legal andregulatory provisions in force by the Ordinary General Meetingfor a four-year term. They may be re-elected.

Article I.1 of the Board of Directors' Internal Regulations
stipulates that at least half of the directors on the Board must be
independent within the meaning of the criteria set forth in the
AFEP/MEDEF Code.

270

Directors, regularly working with them, depending on theoperations and qualities of each member, thus facilitating andaccelerating decision-making relating to operations andmanagement bodies such as the Board of Directors.

2023 Universal Registration Document — Edenred

However, the Ordinary General Meeting can exceptionallyappoint one or several directors for a term of less than four years.
This is only for the regular renewal of the Board of Directors byrotation, so that such renewal applies to a different portion ofits members each time.
In the event of a vacancy of one or several seats of directors
appointed by the Ordinary General Meeting, the Board of
Directors can carry out, pursuant to the conditions provided
for in the legal and regulatory provisions in force, provisional
appointments that will be subject to the ratification of theOrdinary General Meeting pursuant to the conditions provided
for in the legal and regulatory provisions in force.
Failing ratification, the decisions made and the actions completed
beforehand remain valid.
The director appointed pursuant to such conditions to replace
another remains in office for the duration of his or her
predecessor's remaining term of office.
As long as the Company's shares are admitted to trading on aregulated market, each director, with the exception of theemployee-representative director(s), must hold at least 500 of theCompany's registered shares.
As the Company falls within the scope of application of
Article L.225-27-1 of the French Commercial Code, the Board of
Directors includes one or two employee-representative directors.
The framework for the preparation and organization of Board
meetings results from French company law and the related
regulations in force, from the Company's bylaws and from theBoard of Directors' Internal Regulations, which also describe theprocedures of the Board Committees (see the relevant section of
the Universal Registration Document).

Board of Directors’ report on corporate governanceCorporate governance6.1.1.1

6

Presentation of the Board of Directors

Membership of the Board of Directors at December 31, 2023
The table below summarizes the membership of the Board of Directors at December 31, 2023. Details on each of the directors areprovided thereafter.

NumberAge(1) Gender Nationality of shares

Number of
directorships
in listed Indepencompanies(2)denceYear first
appointed

End ofterm

Numberof years Member ofona BoardBoard(3) committee

BertrandDumazy(4)52MFrench86,338

2

No

2015

2026 GM

9

CédricAppert(5)45MFrench

0

0

No

2023

2027 GM<1

Nathalie
Balla(6)56F

French

500

2

Yes

2023

2025 GM<1

SylviaCoutinho62

F

Brazilian

500

1

Yes

2016

2025 GM

8CC(8)CACSRC(9)DominiqueD'Hinnin64

M

French

1,128

3

Yes

2017

2024 GM

ARC(10)7
Chairmanof CACSRC

Angeles
Garcia-Poveda

53

F

Spanish

1,000

2

Yes

2021

2025 GM3

CACSRCMaëlle
Gavet

45

F

French

500

0

Yes

2014

2026 GM

10

CC

GraziellaGavezotti(7)72FItalian

24,609

1

No

2020

2024 GM

4

ARC

Jean-Romain
Lhomme48

M

French

500

0

Yes

2013

2026 GM

11

Chairmanof CC

MonicaMondardini

63

F

Italian

500

2

Yes

2021

2025 GM

3

ARC

Bernardo
Sanchez Incera

63

M

Spanish

500

1

Yes

2022

2026 GM

2

Chairmanof ARC

Philippe
Vallée59

M

French

500

0

Yes

2021

2025 GM

3

CC

(1)
(2)
(3)
(4)
(5)
(6)

Age at December 31, 2023.
Excluding Edenred.
As at the next General Meeting, scheduled to take place on May 07, 2024.
Chairman and Chief Executive Officer.
Employee-representative director appointed by the Social and Economic Council on July 18, 2023, effective from August 1, 2023.
Director co-opted by the Board of Directors at its meeting held on October 13, 2023, effective from October 16, 2023, to replace Françoise Gri, who
resigned, for the remainder of her term of office, i.e. until the close of the General Meeting to be held in 2025 – and whose co-option will be proposed for
ratification at the General Meeting to be held on May 07, 2024.
(7) Employee-representative director appointed by the Social and Economic Council on May 27, 2020.
(8) Commitments Committee.
(9) Compensation, Appointments and CSR Committee.
(10) Audit and Risks Committee.

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Board of Directors’ report on corporate governanceCorporate governance

Changes in the membership of the Board of Directors and the Board committees in 2023
Departure

ArrivalCo-option

BOARD OF DIRECTORS
Cédric Appert(1)July 18, 2023(2)Nathalie Balla(3)Françoise Gri

October 13, 2023(4)September 29, 2023

Jean-Bernard Hamel(1)July 31, 2023

COMMITMENTS COMMITTEE
Cédric Appert(1)Françoise Gri

October 13, 2023
September 29, 2023

Jean-Bernard Hamel(1)July 31, 2023

(1) Employee-representative director.
(2) Effective from August 1, 2023.
(3) Director co-opted by the Board of Directors at its meeting held on October 13, 2023, to replace Françoise Gri, who resigned, for the remainder of her term ofoffice, i.e. until the close of the General Meeting to be held in 2025 – and whose co-option will be proposed for ratification at the General Meeting to be heldon May 7, 2024.
(4) Effective from October 16, 2023.

The membership of the Audit and Risks Committee and the Compensation, Appointments and CSR Committee is unchanged.

Summary of directors' terms of office2024 GM

2025 GM

Bertrand Dumazy2026 GM✓

Cédric Appert✓

Nathalie Balla✓

Sylvia Coutinho✓

Dominique D'Hinnin✓Angeles Garcia-Poveda✓Maëlle Gavet
Graziella Gavezotti✓✓

Jean-Romain Lhomme
Monica Mondardini✓✓

Bernardo Sanchez Incera
Philippe Vallée272

2023 Universal Registration Document — Edenred

2027 GM✓✓Board of Directors’ report on corporate governanceCorporate governance6

Diversity of the membership of the Board of Directors
The Board of Directors strives to ensure that its membership and that of its committees is balanced in terms of independence, experience,skills, professional expertise, international exposure, age and gender.
Criteria

Objective

Implementation and results obtained in 2023

Complementary
profilesIndividual skills and expertise must cover
all the Group's operations, in accordancewith the following skills matrix

B2B2C platforms
0

11

7

Digital0119International
011

General Management
0

Finance/M&A
0
0

11

6

Strategy0

Diversity of the profiles at an international
level, both in terms of expertise andinternational experience as well as
nationalities represented on the Board of
Directors

11

7

CSR

International
exposure

11

8

11

7

French0

11

6Brazilian0

111Spanish0112
Italian0112International experience100%
Gender balance

At least 40% women

Women

Men

50%/50%

Director age

The number of directors who are over
70 years of age may not represent morethan a third of the directors in office1

3

Between71 and 75 years

57

years

4

Between
61 and 70 years

Director
independence

At least 50% independent directors

Non-independent

50 years or under

4

Between
51 and 60 years

Independent

10%/90%

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6

Board of Directors’ report on corporate governanceCorporate governanceComplementarity of experience, skills
and professional expertise
Experience, skills and professional expertise are fundamental
criteria in the selection of directors, particularly in the fields of
B2B2C relationships, digital technology, international experience,
finance and CSR. The profiles of the directors selected must becomplementary, so that the combination of their individual skills
and expertise covers all of the Group's operations.

In order to support the Group's international dimension, the Board of
Directors ensures that it includes international profiles (nationality,
experience). As of December 31, 2023, the Board of Directors
includes two Italian citizens, one Brazilian citizen and two Spanish
citizens and all members have extensive international experience.
The table below shows the main areas of skills and expertise of
the directors; their detailed biographies, on pages 278 et seq. of
the Universal Registration Document, present their experience.

· Director skills matrix (excluding the Chairman and Chief Executive Officer)

S
RM
FO
T
A
L
L
CP
ITA
B2
2
B
DIG

64%

82%

AL

NT

ME

GE
NA

A
&A
ON
LM
ATI
E/M
A
C
N
R
ER
AN
NE
INT
FIN
CSR
GE

100%

73%

64%

55%

STR

GY
ATE

64%

Cédric APPERTNathalie BALLA
Sylvia COUTINHO
Dominique D’HINNINAngeles GARCIA-POVEDAMaëlle GAVET
Graziella GAVEZOTTI
Jean-Romain LHOMME
Monica MONDARDINI
Bernardo SANCHEZ INCERA
Philippe VALLÉE
Gender balanceHigh level of independence

The Board of Directors ensures balanced representation of womenand men among the directors appointed by the General Meeting.

The Board of Directors ensures that it includes a large proportionof independent directors.

As of December 31, 2023, the Board of Directors has five womenand five men, i.e., 50% women (the employee-representative
directors are not taken into account for the calculation of thegender balance).

As of December 31, 2023, 90% of the members of the Board of
Directors are independent (the employee-representative directors
are not taken into account for the calculation of independence).
See below for more details.

The Board also ensures a balanced representation of women andmen in the membership of its committees.
As of December 31, 2023, all of the committees include at least
one person of each sex.

274

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate governance6

Independence
Article II.2 of the Internal Regulationsof the Board of Directors:
The qualification of independent Directors is discussed each yearby the Compensation, Appointments and CSR Committee, whichdraws up a report for the Board of Directors on this subject. Every
year, in view of this report, the Board of Directors assesses
each Director's independence with regard to these criteria.

Based notably on a declaration addressed to each director at
year-end, the Board of Directors concluded that none of thedirectors had a relationship of any kind whatsoever with theCompany, its Group or the management of either that could
color their judgment.
Pursuant to the independence criteria approved by the Board of
Directors, to be qualified as independent, directors cannot:• have been at any time in the past five years an employee or an
executive corporate officer of the Company, or an employee
or an executive corporate officer or a director of a company
that it consolidates;• be an executive corporate officer of a company in which theCompany directly or indirectly holds a directorship, or in which
an employee appointed as such or an executive corporate
officer of the Company (current or in the past five years) holds
a directorship;• be a customer, supplier, investment banker, commercial banker
or consultant:• that is material for the Company or its Group, or• for which the Company or its Group represents a material
proportion of the activity;• have any close family ties with a corporate officer;• have been a Statutory Auditor of the Company at any time inthe last five years;• have been a director of the Company for more than 12 years;

The Board of Directors must inform shareholders of theconclusions of this review in the corporate governance report.
In its analysis, it must specifically mention that it considered
the question of material business relations that the membersof the Board of Directors may have with the Company and thecriteria adopted to reach these conclusions.

• if they are non-executive corporate officers, do not receive
variable compensation in cash or shares, or any compensation
linked to the Company or Group’s performance;• be or represent a shareholder owning more than 10% of theshare capital or voting rights of the Company.
The Board of Directors may decide that a director meeting thesecriteria does not qualify as independent given his or her situationor the Company's situation due to its shareholding structure or for
any other reason. Conversely, the Board of Directors may, basedon the recommendation of the Compensation, Appointments
and CSR Committee, decide that a director who does not meetthese criteria is independent.
As of December 31, 2023, the Board of Directors had 12
members, nine of whom were qualified by the Board as
independent directors.
The Compensation, Appointments and CSR Committee and theBoard of Directors conducted an analysis of business relations toassess, more specifically, the independence of directors. In thisregard, the situation of Mr. Philippe Vallée was reviewed ingreater detail in view of his executive position within the Thales
group (one of the Edenred group's suppliers). Based on thisanalysis, the Board of Directors concluded that Edenred's
business relations with Thales would not affect his status as anindependent member of Edenred's Board of Directors insofar as
the procurement spend with Thales in 2023 was less than 1.1%of the total procurement spend with all Group suppliers.

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Board of Directors’ report on corporate governanceCorporate governance

The table below summarizes the independence criteria for each director as of December 31, 2023:
Is not/has
not beenanemployeeNo
Is not/has
Status oforcross No material
No not been a Not a director
noncorporate directorbusiness family Statutory
for more executive
officerships relationships
ties
Auditor than 12 years director
Bertrand Dumazy
Cédric Appert
Nathalie Balla
Sylvia Coutinho
Dominique D'Hinnin✗

Is not/does
notrepresent a
shareholder
owning more Indepenthan 10%
dent

✓

✓

✓

✓

✓

✓

✓

✗

✓

✓

✓

✓

✓

✓

✓

NO

✓

✓

✓

✓

✓

✓

✓

✓

YES

✓

✓

✓

✓

✓

✓

✓

✓

YES

✓

✓

✓

✓

✓

✓

✓

✓

YES

NO

Angeles Garcia-Poveda

✓

✓

✓

✓

✓

✓

✓

✓

YES

Maëlle Gavet

✓

✓

✓

✓

✓

✓

✓

✓

YES

Graziella Gavezotti

✗

✓

✓

✓

✓

✓

✓

✓

NO

Jean-Romain Lhomme

✓

✓

✓

✓

✓

✓

✓

✓

YES

Monica Mondardini

✓

✓

✓

✓

✓

✓

✓

✓

YES

Bernardo Sanchez Incera

✓

✓

✓

✓

✓

✓

✓

✓

YES

Philippe Vallée

✓

✓

✓

✓

✓

✓

✓

✓

YES

Key: ✓ represents an independence criterion satisfied and ✗ represents an independence criterion not satisfied.

Selection process for a new director
Article I.13 of the Internal Regulationsof the Board of Directors:
As part of the selection process for a future Director, theBoard of Directors and the Compensation, Appointments andCSR Committee determine the skills and expertise required of
the future candidate for the role of Director. The kind ofexpertise sought is defined in light of the composition of theBoard of Directors, to ensure that it has all the skills necessary
for the performance of its duties.
The Compensation, Appointments and CSR Committee uses apanel of external firms to identify individuals who meet thesecriteria and thus determine a shortlist of candidates before
presentation to the Board of Directors.
The said candidates then meet with the Lead Independent
Director and Vice-Chairman of the Board of Directors, the2762023 Universal Registration Document — Edenred

Chairman and Chief Executive Officer and, where applicable,
any Director who has a relevant contribution to make. During
these discussions, the availability of the candidates is discussed
to ensure that they have sufficient time to serve as a Director on
the Company's Board of Directors. Finally, following these
discussions and a further review of the various profiles, theCompensation, Appointments and CSR Committee selects thecandidate to be presented to the Board of Directors. In particular,
the Board of Directors ensures that the skills of Board members
are aligned with the Board's skills matrix, while also taking care
to maintain the balance of its composition in terms of genderand international experience and decides then whether to submit
this candidate to the General Meeting for approval.
If necessary, the Board of Directors may access the files ofcandidates shortlisted by the Compensation, Appointments
and CSR Committee.

Board of Directors’ report on corporate governanceCorporate governance6· Selection process for a new director

PROFILE
determinationof the skills
and expertise requiredof the future candidate

DECISION
decision of
the Board of Directors
and submissionof the candidature
to the General Meeting

5

SELECTION
selection of the candidate
to be recommended to
the Board of Directors
by the Compensation,
Appointments andCSR Committee

1

4

2

CANDIDATES
use of an external
ﬁrm to shortlist
candidates

3

INTERVIEWS
interviews withcandidates prior
to selection

As part of the selection process for the new director co-opted by
the Board of Directors on October 13, 2023, a leading external firm
shortlisted candidates, whom it interviewed. The Compensation,
Appointments and CSR Committee recommended Ms. Nathalie
Balla, who has experience in business management in aninternational environment, as well as digital skills, notably in retail,demonstrated in her responsibilities at Robert Klingel and La
Redoute. Ms. Nathalie Balla also has expertise in social andenvironmental responsibility, particularly in promoting diversity. Her
leadership experience on an international scale, along with her
skills, made her an excellent candidate to effectively contribute to
Edenred’s Board of Directors. Her skills and background were seen
as an asset to the Company’s Board of Directors.

Balance of power and preventionof conflicts of interests
The Company has put in place several mechanisms, described inthis chapter, to ensure a balance of power within the Board of
Directors and to avoid potential conflicts of interest, namely:• the presence of a Lead Independent Director – Vice-Chairmanof the Board of Directors, with specific powers (see page 291of the Universal Registration Document);• a high level of independence within the Board of Directors(see page 275 of the Universal Registration Document);• limitations to the powers of the Chairman and Chief Executive
Officer (see page 310 of the Universal Registration Document);• the adherence by each director to the principles of proper conduct
set out in the Director's Charter, such as a duty of vigilance, aduty to inform and a duty of discretion and confidentiality (seepage 298 of the Universal Registration Document);• the existence of a procedure to prevent conflicts of interest(see page 298 of the Universal Registration Document); and• the implementation by the Board of Directors of a self‑assessmentof its practices and procedures at least once a year and aformal assessment of its practices and procedures with theassistance of an external consultant at least once every three
years (see page 300 of the Universal Registration Document).

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6

Board of Directors’ report on corporate governanceCorporate governanceDirectors' profiles, experience and expertise
As of December 31, 2023, the membership of the Board of Directors was as follows(1):Cédric Appert
Edenred Financial Communication & Investor Relations Director
Date of birth: July 5, 1978 – Nationality: French
Business address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Cedric_Appert.tif

First appointed:
August 1, 2023

Experience and expertise

A graduate of ICAM engineering school and ESSEC business school, Cédric Appert joined the Group as Corporate
Finance Manager in the Mergers & Acquisitions department, before holding the position of Financial Controller
Central Europe and Scandinavia in 2013. He was appointed Head of Financial Control Europe and Africa in 2015.
Between 2017 and 2020, he was Chief Financial Officer for Edenred Germany and Austria.
Current term ends:
General Meeting to approve In 2020, he was appointed Group Financial Communication and Investor Relations Director. He was appointed
the financial statements for employee-representative director by Edenred’s Social and Economic Council effective from August 1, 2023.
Re-appointed:
N/A

the financial year ended
December 31, 2026
Number of Edenred shares
held at December 31, 2023:
0

Independent with regard to the AFEP/MEDEF Code: No
Participation in Board committees: Member of the Commitments Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years

None.

None.

(1) Directorships shown in italics do not fall within Article L.225-21 of the French Commercial Code on multiple directorships.

278

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6

Nathalie Balla
Chair of New R
Date of birth: November 30, 1967 – Nationality: French
Business address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Nathalie_Balla.tif

First appointed:
October 16, 2023

Experience and expertiseNathalie Balla is a graduate of ESCP-EAP business school in Paris and holds a PhD in Economics and Finance from the
University of St. Gallen. She began her career as an auditor with Price Waterhouse Switzerland from 1990 to 1991.
In 1992, she joined the Karstadt Quelle group, where she served as Managing Director of the Madeleine banner for
Switzerland and Austria from 1996 to 1998. She then moved to Quelle Versand AG & Mode & Prix as Managing
Current term ends:
General Meeting to approve Director for Switzerland from 1998 to 2001, before serving at Quelle and Neckermann AG, in Germany, as a
the financial statements for member of the Executive Committee in charge of international operations from 2001 to 2005.
From 2005 to 2008, she was Managing Director of Robert Klingel Europe, the fourth-largest distance sellingthe financial year ended
company in Germany. She was appointed Chair and Chief Executive Officer of La Redoute in 2009. From 2014 toDecember 31, 2024
Number of Edenred shares 2022, she was co-Chair of the La Redoute group and Relais Colis, alongside Eric Courteille.
Re-appointed:
N/A

held at December 31, 2023:
500

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: None.
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Member of the Board of Directors –CRITEO (listed company) – France• Member of the Supervisory Board –IDI (listed company) – France• Chair – New R – France• Member of the Supervisory Board –DEE Tech (listed company) – France

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Board of Directors’ report on corporate governanceCorporate governance

Sylvia Coutinho
Country Head of UBS Brazil and Regional Head of UBS Latin America
Date of birth: December 1, 1961 – Nationality: Brazilian
Business address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Sylvia_Coutinho.tif

First appointed:
March 23, 2016

Experience and expertise

Sylvia Coutinho holds a degree in engineering and a post-graduate degree in economics from the University of São
Paulo, as well as an MBA from Columbia University in New York.
She started her career in 1984 at the banking group Citigroup, where she held several high-responsibility positionsin Brazil and the United States. In 2003, she joined HSBC where she held senior positions in the wealth and asset
Current term ends:
General Meeting to approve management divisions, and notably became Head of Retail Banking and Wealth Management for Latin America andthe financial statements for Head of Global Wealth Management for the Americas.
Since 2013, Sylvia Coutinho has served as the Country Head of the banking group UBS in Brazil and chaired UBS'
the financial year ended
Brazilian Executive Committee.
December 31, 2024
Re-appointed:
May 11, 2021

Number of Edenred shares
held at December 31, 2023:
500

280

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: Member of the Compensation, Appointments and CSR Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Country Head – UBS group Brazil –Brazil (UBS group company)• Vice-President – UBS BB Investment Bank –Brazil (UBS group company)• Member of the Board of Directors –Cosan S.A. (listed company) – Brazil• Head – UBS Wealth Management Latin America –Brazil (UBS group company)• Member of the Board of Directors –Swiss Re Americas Corporation – USA• Member of the Board of Directors –Brazil Foundation (NGO) – Brazil

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate governance6

Dominique D'Hinnin
Chairman of the Board of Directors of Eutelsat Group
Date of birth: August 4, 1959 – Nationality: French
Business address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Dominique_DHinnin.tif

First appointed:
June 8, 2017

Experience and expertise

Dominique D'Hinnin is a graduate of École Normale Supérieure and École Nationale d'Administration.
He began his career in 1986 with France's Inspection des Finances before joining Lagardère as Chief Internal Auditor in
1990. In 1993, he became Executive Vice-President, Finance of Hachette Livre and in 1994 Executive Vice‑President of
Grolier Inc. (Connecticut, USA). In 1998, he was appointed Executive Vice-President, Finance of the Lagardère group,
Current term ends:
General Meeting to approve where he also held the position of Co-Managing Partner between 2009 and 2016.

Re-appointed:
May 7, 2020

the financial statements forthe financial year ended
December 31, 2023

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: Chairman of the Compensation, Appointments and CSR Committee

Number of Edenred shares
held at December 31, 2023: and member of the Audit and Risks Committee
1,128

Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Chairman of the Board of Directors –Eutelsat Group (listed company) – France• Member of the Board of Directors –Louis Delhaize SA – Belgium• Member of the Board of Directors and Lead
Independent Director – Vantiva(listed company) – France• Member of the Board of Directors –Cellnex (listed company) – Spain• Member of the Board of Directors –Golden Falcon Acquisition (listed company) – USA• Member of the Board of Directors andChairman of the Audit Committee –PRISA (listed company) – Spain

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6

Board of Directors’ report on corporate governanceCorporate governanceBertrand Dumazy
Chairman and Chief Executive Officer of Edenred
Date of birth: July 10, 1971 – Nationality: French
Business address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Bertrand_Dumazy_2023.tif

First appointed:
October 26, 2015

Experience and expertise

Bertrand Dumazy is a graduate of ESCP Europe with an MBA (with distinction) from Harvard Business School.
He started his career in 1994 as a consultant with Bain & Company, first in Paris and later in Los Angeles. He thenworked as an Investment Director of BC Partners in 1999 before founding Constructeo. In 2002, he joined the
Neopost group. Initially Head of Marketing and Strategy, he was appointed Chairman and Chief Executive Officer ofCurrent term ends:
General Meeting to approve Neopost France in 2005 and then Executive Vice‑President, Finance for the Neopost group in 2008. In 2011, he
the financial statements for became Chairman and CEO of Deutsch, a world leader in high performance connectors, a position he held until thegroup was acquired by TE Connectivity. In 2012, he joined Materis as Executive Vice‑President then CEO andthe financial year ended
eventually Chairman and CEO of Cromology.
December 31, 2025
Number of Edenred shares He was appointed Chairman and CEO of Edenred in October 2015.
Re-appointed:
May 11, 2022

held at December 31, 2023:
86,338282

Independent with regard to the AFEP/MEDEF Code: No
Participation in Board committees: None.
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Member of the Board of Directors –Air Liquide SA (listed company) – France• Member of the Board of Directors –Neoen SA (listed company) – France• Chairman of the Supervisory Board – Union Tank
Eckstein GmbH & Co. KG – Germany(Edenred group company)• Chairman – PWCE Participations SAS –France (Edenred group company)• Member of the Board of Directors –Terreal Holding – France

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6

Angeles Garcia-Poveda
Chairman of the Board of Directors of Legrand SA
Date of birth: September 27, 1970 – Nationality: Spanish
Business address: 14-16, boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Angeles_Garcia_Poveda.tif

First appointed:
May 11, 2021

Experience and expertise

A graduate of ICADE business school (Madrid), Angeles Garcia-Poveda has developed expertise in strategy andtalent management, notably while working at Boston Consulting Group (1993-2008), and in human capital,
governance advisory and management at Spencer Stuart (since 2008), where she led the EMEA region.
She also has experience in the governance of listed companies as both Chairman of the Board of Directors and a
Current term ends:
General Meeting to approve member of the Commitments and CSR Committee of Legrand.
Re-appointed:
N/A

the financial statements forthe financial year ended
December 31, 2024
Number of Edenred shares
held at December 31, 2023:
1,000

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: Member of the Compensation, Appointments and CSR Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Chairman of the Board of Directors – Legrand SA(listed company) – France• Member of the Board of Directors – Bridgepoint
Group plc (listed company) – United Kingdom• Member of the Board of Directors –Puig SA – Spain• Member of the Supervisory Board – Advini SA(listed company) – France• Member of the Board of Directors –Spencer Stuart – United States

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Board of Directors’ report on corporate governanceCorporate governanceMaëlle Gavet
Chief Executive Officer of Techstars
Date of birth: May 22, 1978 – Nationality: French
Business address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Maelle_Gavet.tif

First appointed:
May 13, 2014

Experience and expertise

A graduate of Sorbonne University, École Normale Supérieure de Fontenay-Saint-Cloud and IEP de Paris, in 2001Maëlle Gavet set up Predstavitelskij.dom, a Russian corporate events company, before joining the Boston Consulting
Group as a partner in 2003. In 2010, she joined Ozon.ru as Sales and Marketing Director, becoming Chief Executive
Officer in April 2011. From 2015 to 2016, she was Executive Vice-President of Global Operations for Priceline group
Current term ends:
General Meeting to approve and from 2017 to 2019 she was Chief Operating Officer of Compass.
Re-appointed:
May 11, 2022

the financial statements forthe financial year ended
December 31, 2025
Number of Edenred shares
held at December 31, 2023:
500

284

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: Member of the Commitments Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Chief Executive Officer and Memberof the Board of Directors – Techstars – USA• Director – Meero – France• Director – Resilience Lab – USA• Chief Operating Officer – Compass – USA

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate governance

6

Graziella Gavezotti
Project Manager at Edenred
Date of birth: September 10, 1951 – Nationality: ItalianBusiness address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Graziella_Gavezotti.tif

First appointed:
June 1, 2020

Experience and expertise

A graduate of IULM University in Milan with a degree in psychology from La Jolla University (Rijeka, Croatia), Graziella
Gavezotti joined Jacques Borel in 1976, opening the Italian subsidiary to launch Ticket Restaurant. She became Sales
Director in 1976, Sales and Marketing Director in 1981, Chief Executive Officer in 2001 and Chairman and Managing
Director in 2006. She was appointed Chief Operating Officer of Southern Europe in 2012 and then Chief Operating
Current term ends:
General Meeting to approve Officer of Southern Europe and Africa in 2018.
the financial statements for Since 2013, she has also been an independent director on the Board of Directors of Vinci SA.
She was appointed employee-representative director by Edenred's Social and Economic Council effective fromthe financial year ended
June 1, 2020. She was a member of Edenred's Executive Committee until 2020.
December 31, 2023
Re-appointed:
N/A

Number of Edenred shares
held at December 31, 2023:
24,609

Independent with regard to the AFEP/MEDEF Code: No
Participation in Board committees: Member of the Audit and Risks Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Member of the Board of Directors
and of the Remuneration Committee –Vinci SA (listed company) – France• Member of the Board of Directors –CCI France Italie (CAMERA DI COMMERCIO) – Italy• Chairman of the Board of Directors – Edenred Italia Fin
S.r.l. – Italy (Edenred group company)• Member of the Board of Directors – Vouchers Services
SA – Greece (Edenred group company)• Member of the Board of Directors – Edenred Ödeme
Hizmetleri A.Ş. – Turkey (Edenred group company)• Member of the Board of Directors – Edenred SAL –Lebanon (Edenred group company)• Chairman of the Board of Directors – Edenred Italia
S.r.l. – Italy (Edenred group company)• Member of the Board of Directors – Edenred Maroc
SAS – Morocco (Edenred group company)• Vice-Chairman of the Board of Directors – Edenred
Portugal SA – Portugal (Edenred group company)• Chairman of the Board of Directors – Edenred Espana
SA – Spain (Edenred group company)

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Board of Directors’ report on corporate governanceCorporate governanceJean-Romain Lhomme
Chief Operating Officer of Videlot and Chief Executive Officer of Imagine
Date of birth: August 22, 1975 – Nationality: French
Business address: 10 avenue de la Grande Armée, 75017 Paris, France
Jr_Lhomme.tif

First appointed:
October 3, 2013

Experience and expertise

Jean-Romain Lhomme graduated with a degree in business administration and finance from HEC Business School inParis and minored in international business at ESADE (Barcelona).
He started his career as an analyst in New York and Brazil for the Latin American privatization team of Paribas andfor Mercer Management Consulting (Oliver Wyman) as an analyst in Paris. He then worked for the Strategic Director
Current term ends:
General Meeting to approve of PPR, mostly focusing on acquisitions and new retail formats. He joined Colony Capital in 2000 where he was Cothe financial statements for Head of Europe and Executive Director of the Group's various European entities until 2015.
Since then, he has been an advisor and angel investor in innovative projects.
the financial year ended
Re-appointed:
May 11, 2022

December 31, 2025
Number of Edenred shares
held at December 31, 2023:
500

286

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: Chairman of the Commitments Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Chief Operating Officer (representative of Lake
Partners) – Videlot – France• Chief Executive Officer (representative of Lake
Partners) – Imagine – France(Videlot Group company)• Manager – Primonial Luxembourg Fund Services –Luxembourg• Chairman – APATO Partners – France• Founder and member of the Board of Directors –Lake Partners Ltd. – United Kingdom• Manager – Lake Invest SARL – Luxembourg• Member of the Board of Directors –BrickVest Ltd. – United Kingdom

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate governance6

Monica Mondardini
Chief Executive Officer of CIR S.p.A. – Cie Industriali Riunite
Date of birth: September 26, 1960 – Nationality: ItalianBusiness address: Via Ciovassino N. 1, 20121 Milan, Italy
Monica_Mondardini.tif

First appointed:
May 11, 2021

Experience and expertise

A graduate in statistical and economic sciences from the University of Bologna, Monica Mondardini has held several
international management positions within the publishing (Hachette) and insurance (Generali) sectors, which havewitnessed fast-paced digitalization.
She also has experience in corporate governance as Deputy Director of GEDI Gruppo Editoriale (2009-2018), Chief
Current term ends:
General Meeting to approve Executive Officer of CIR S.p.A., a major industrial holding company listed on the Milan stock exchange, and director
the financial statements for of Crédit Agricole (2010-2021), where she chaired the Appointments and Governance Committee.
Re-appointed:
N/A

the financial year ended
December 31, 2024
Number of Edenred shares
held at December 31, 2023:
500

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: Member of the Audit and Risks Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Chief Executive Officer – CIR S.p.A. –Cie Industriali Riunite (listed company) – Italy• Member of the Board of Directors – KOS S.p.A. –Italy (CIR group company)• Chairman of the Board of Directors – Sogefi S.p.A.
(listed company) – Italy (CIR group company)• Member of the Board of Directors and of theCompensation Committee – Hera S.p.A.
(listed company) – Italy• Member of the Board of Directors – HERA.COMM
S.p.A. – Italy (HERA group company)• Member of the Board of Directors and Chairman of
the Appointments and Governance Committee –Crédit Agricole SA (listed company) – France• Vice-Chairman – GEDI Gruppo Editoriale(listed company) – Italy (CIR group company)• Member of the Board of Directors –Atlantia S.p.A. (listed company) – Italy

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Board of Directors’ report on corporate governanceCorporate governance

Bernardo Sanchez Incera
Chairman of the Board of Directors of Coface SA
Date of birth: March 9, 1960 – Nationality: Spanish
Business address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Bernardo_Sanchez_Incera.tif

First appointed:
May 11, 2022

Experience and expertise

A graduate of Institut d'études politiques de Paris (Sciences Po), Bernardo Sanchez Incera holds an MBA fromINSEAD and a master's degree in economics. He served as Director and Board member of Crédit Lyonnais in Belgium(1992-1994) and as deputy director of Banca Jover Spain (1994-1996).
He then held the positions of Chief Executive Officer of Zara France (1996-1999), International Director of theCurrent term ends:
General Meeting to approve Inditex group (1999‑2001), President of LVMH Fashion and Leather Goods Europe (2001-2003), Chief Executive
the financial statements for Officer of Vivarte (2003-2004) and Chief Executive Officer of the Monoprix group (2004-2009). He joined Société
Générale in 2009, where he later served as Deputy Chief Executive Officer (2010-2018).
the financial year ended
December 31, 2025
He is currently Chairman of the Board of Directors of Coface SA.
Re-appointed:
N/A

Number of Edenred shares
held at December 31, 2023:
500

288

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: Chairman of the Audit and Risks Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Chairman of the Board of Directors –Coface SA (listed company) – France• Member of the Board of Directors – Boursorama –France (Société Générale group company)• Member of the Board of Directors –Compagnie Financière Richelieu –France (Richelieu group company)• Member of the Supervisory Board and Chairmanof the Risk Committee – Banque Richelieu France –France (Richelieu Group company)• Member of the Board of Directors –ALD Automotive(listed company) – France (Société Générale
group company)• Member of the Supervisory Board – PJSC Rosbank –Russia (Société Générale group company)

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6

Philippe Vallée
Executive Vice-President, Digital Identity and Security of Thales
Date of birth: August 28, 1964 – Nationality: French
Business address: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France
Philippe_Vallee.tif

First appointed:
May 11, 2021

Experience and expertise

A graduate of Institut National Polytechnique in Grenoble and ESSEC Business School in Paris, Philippe Vallée has
acquired recognized expertise in international management, digital technology, payment systems and IT security
throughout his career, which began at Matra.
He subsequently held different positions at Gemplus and then at Gemalto from 2006, where he was Chief Executive
Current term ends:
General Meeting to approve Officer between 2016 and 2019.
the financial statements for He is currently Executive Vice-President, Digital Identity and Security at Thales.
Re-appointed:
N/A

the financial year ended
December 31, 2024
Number of Edenred shares
held at December 31, 2023:
500

Independent with regard to the AFEP/MEDEF Code: Yes
Participation in Board committees: Member of the Commitments Committee
Other directorships and positions
held as of December 31, 2023

Former directorships and positions
held in the past five years• Chief Executive Officer – Gemalto BV –The Netherlands (Thales group company)• Chief Executive Officer and Member of the Board of
Directors – Thales Communication & Sécurité
Numériques SA – France (Thales group company)• Non-executive Chairman – Thales DIS France SAS –France (Thales group company)• Chief Executive Officer – Gemalto NV (listed company)– The Netherlands (Thales group company)

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Board of Directors’ report on corporate governanceCorporate governanceAttendance

Board of Directors

Audit and Risks
Committee

Compensation,
Appointments and CSR
Committee

Commitments
Committee

Number of Attendance Number of Attendance Number of Attendance Number of Attendance
meetings
ratemeetings
ratemeetings
ratemeetings
rate

Attendance in 2023
Bertrand Dumazy

8/8

100%

Cédric Appert(1)

3/3

100%

Nathalie Balla(2)

1/1

100%

Sylvia Coutinho

8/8

100%

Dominique D'Hinnin

8/8

100%

Angeles Garcia-Poveda

8/8

100%

Maëlle Gavet

7/8

88%

Graziella Gavezotti

8/8

100%

4/4
4/4

100%

4/4

1/1

100%

5/5

100%

100%

4/4

100%

4/4

100%

100%

5/6

83%

3/3

100%

Jean-Bernard Hamel

(4)

5/5

100%

3/3

100%

Jean-Romain Lhomme

8/8

100%

5/5

100%

Monica Mondardini

8/8

100%

3/4

75%

Bernardo Sanchez Incera

8/8

100%

4/4

100%

Philippe Vallée

7/8

88%

5/5

100%

Françoise Gri(3)Average attendance rate
(1)
(2)
(3)
(4)

97%

94%

100%

100%

Employee-representative director effective from August 1, 2023, and member of the Commitments Committee effective from October 13, 2023.
Director (co-option) since October 16, 2023.
Director and member of the Commitments Committee until September 29, 2023.
Employee-representative director and member of the Commitments Committee until July 31, 2023.

Chairman of the Board of Directors
Excerpt from Article 14 of the bylaws:
The Board of Directors elects amongst its members a Chairman,a natural person, who is appointed for the duration of his or
her term of office as director. The Chairman may be re-elected.
No individual exceeding the age of 70 may be appointed as
Chairman. If a Chairman in office exceeds the age limit of 70, thelatter, at the close of the first General Meeting held after his or
her birthday, shall be deemed to have automatically resigned.
The Chairman performs the assignments and duties that areconferred upon him or her by the legal and regulatory provisions
in force and these bylaws.

He or she chairs all the Board of Directors' meetings, organizes
and conducts all the works and meetings, of which he or she
gives an account to the General Meeting.
He or she supervises the effective performance of theCompany's bodies and ensures in particular that the directors
are capable of carrying out their assignment.
The Chairman chairs the General Meetings. The Chairman canalso take on the Company's Executive Management in his or
her capacity as Chief Executive Officer if the Board of Directors
elected to combine both functions at the time of his or her
appointment or at any other date. In such case, the provisions
relating to the Chief Executive Officer apply to the Chairman.

Article I.5 of the Internal Regulations of the Board of Directors:
The Chairman chairs the Board of Directors and oversees the proper functioning of the Company's bodies, in particular with regard to
the committees created within the Board of Directors which he/she may attend without voting rights. He/she may submit questions forthe consideration of these committees for opinion.
He/she has the material resources necessary for the accomplishment of his/her missions.

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2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate governanceAs referred to in the introduction to section 6.1 "Corporate
governance", on June 29, 2010, the Board of Directors decided
to combine the roles of Chairman of the Board of Directors andChief Executive Officer.

• ensured fluid interaction between members of the Board of
Directors outside Board meetings (notably during the preparationof Board of Directors meetings) and the consistency of its
decisions with the Group's strategy;

Mr. Bertrand Dumazy has held this position since October 26, 2015.

• contributed to the preparation of support materials forpresentations to the Board;

The Chairman and Chief Executive Officer's powers are describedin section 6.1.2 on Executive Management.
In 2023, the Chairman and Chief Executive Officer:• decided on the items to be included on the agenda ofBoard meetings;

6• met with potential investors and shareholders;• represented the Company at international and national events
such as the World Economic Forum in Davos, the VivaTech
trade show and the Entretiens de Royaumont.

• called, chaired and led all of the Board meetings held during
the year;

Lead Independent Director and Vice-Chairman of the Board of Directors
Excerpt from Article 14 of the bylaws:
The Board of Directors may appoint amongst its members one or two Vice-Chairmen who can chair the Board of Directors' meetings
in the absence of the Chairman.

Excerpt from Article I.6 of the Internal Regulationsof the Board of Directors:
The Board of Directors may appoint one or two Vice-Chairmen
among its members pursuant to Article 14 of the Company's
by-laws, for the duration of their Director's term of office.
The Vice-Chairman may also perform the duties of Lead
Independent Director. The Vice-Chairman/Lead Independent
Director must be an independent member with respect to thecriteria published by the Company.
The appointment of a Vice-Chairman is mandatory if the duties
of Chairman of the Board of Directors and Chief Executive
Officer are performed by the same person; in this case, theVice-Chairman shall also perform the duties of Lead
Independent Director.

Mr. Dominique D'Hinnin has held this position since May 11, 2022.
Mr. Dominique D'Hinnin, in his capacity as Lead Independent
Director – Vice-Chairman of the Board of Directors, reported on
the work he carried out in 2023. He notably:• participated in the preparation of the meetings of the Boardof Directors and the Compensation, Appointments and CSR
Committee, of which he is the Chairman;• participated in the dialogue on governance with some its
major shareholders and reported on this dialogue to themembers of the Board of Directors;• participated in the General Meeting held on May 11, 2023, and,in this capacity, described the tasks and work of theCompensation, Appointments and CSR Committee in 2022 andpresented, in particular, the work relating to the preparationof the compensation policy and the 2022 compensation of
corporate officers;

In addition to the role conferred upon him/her by theCompany's by-laws, the Vice-Chairman, when he/she is theLead Independent Director, is the preferred point of contact
for the other independent Directors. When he/she deems it
appropriate and at least once a year, he/she shall convene, at
the Company's expense, a meeting reserved exclusively forindependent Directors, during which such Directors may
discuss matters that they wish to discuss outside a plenary
Board of Directors meeting. He/she sets the agenda of thesemeetings and chairs them. During these meetings, eachindependent Director may ask any question that is not on theagenda. Following these meetings, the Lead Independent
Director may take the initiative to meet the Chairman of theBoard of Directors or the Chief Executive Officer to communicate
all or some of the comments or wishes expressed by the
independent Directors. If required, he/she may also decide tocomment on the work of independent Directors at the plenary
Board of Directors meetings.
• led the assessment of the practices and procedures of theBoard of Directors and its committees;• maintained a regular dialogue with the Chairman and Chief
Executive Officer as well as with certain senior executives of
the Company, in particular those in charge of legal affairs andcompliance a well as finance.
It should also be noted that:• the Lead Independent Director and Vice-Chairman of theBoard was not called upon to deal with any conflicts of interest
within the Board of Directors during the 2023 financial year;
and that• as Lead Independent Director and Vice-Chairman of the Board,
Mr. Dominique D'Hinnin has a specific email address(dominique.dhinnin@edenred.com) that may be used by anyone
wishing to send him comments or ask questions. He informs
the Board of Directors of any such contact with shareholders.

• convened the independent directors and chaired said meeting;

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Board of Directors’ report on corporate governanceCorporate governance

Board Observer(s)Article 21 of the bylaws:
The Board of Directors, upon the Chairman's proposal, canappoint, up to a limit of a quarter of the number of directors in
office, natural persons as observers (censeurs). The latterattend Board of Directors' meetings where they can cast anadvisory vote.
Their role is fixed by the Board of Directors pursuant to thelegal and regulatory provisions in force and these bylaws.

Each observer (censeur) is appointed for a fixed term which isdetermined by the Board of Directors. The latter can however
put an end to their duties at any time.
The observers (censeurs) can, in consideration for services
rendered, receive compensation that is determined by the
Board of Directors under the conditions provided for in thelegal and regulatory provisions in force.

Edenred has not had an observer on its Board of Directors since December 31, 2019 (i.e., since the end of Mr. Philippe Citerne's term ofoffice as an observer).

Board Secretary
Excerpt from Article 14 of the bylaws:
The Board of Directors appoints a Secretary who can be chosen from outside its members.

Excerpt from Article I.10 of the Internal Regulationsof the Board of Directors:
The Board of Directors Secretary calls members to meetings ofthe Board of Directors on behalf of the Chairman of the Boardof Directors and draws up the minutes of Board of Directors
meetings, which are then submitted to the Board of Directors
for approval.
He/she sends the meeting files to the Directors on behalf of the
Chairman of the Board of Directors or Chief Executive Officer incompliance with the procedures described in Article I.3 of theseInternal Regulations, and generally responds to requests from

Directors for information about their rights and obligations,
the Board of Directors' practices or the life of the Company.
His/her duties also include obtaining up-to-date copies of the
documents disclosing Directors' potential conflicts of interests
as described in the Director's Charter.
Lastly, the Board of Directors Secretary attends the meetingsof the Board committees as needed, at the request of the
Chairman of the Board of Directors or the Chief Executive
Officer or with the agreement of the committees Chairmen,
and may also be given the task of sending meeting files to themembers of the committees.

Mr. Philippe Relland-Bernard was named Board Secretary at the Board meeting of June 29, 2010.

6.1.1.2

Absence of conflicts of interest and convictions, and service contracts

Absence of conflicts of interest

Absence of convictions

To the best of the Company's knowledge, in the past five years:• there have been no potential conflicts of interest between theduties of the Chairman and Chief Executive Officer or themembers of the Board of Directors with regard to the Company
and their other duties or private interests. Where necessary,the "Transparency and prevention of conflicts of interests"
section of the Director's Charter and Article I.8 of the Board of
Directors' Internal Regulations govern the prevention of
conflicts of interest for all members of the Board of Directors;

To the best of the Company's knowledge, in the past five years:• no conviction for fraud has been handed down against the
Chairman and Chief Executive Officer or any of the membersof the Board of Directors;• there have been no family ties between the aforementioned
persons;• none of the aforementioned persons has been involved in any
bankruptcy, receivership, liquidation or administrative
proceedings, except for Ms. Nathalie Balla, Chair andsubsequently liquidator of the French simplified limited liability
company (société par actions simplifiée – SAS) "La Redoute
Mag", liquidated on November 30, 2021, as part of La Redoutegroup’s restructuring, which she co-chaired until 2022;• no arrangements or understandings have been entered intowith a shareholder, customer, supplier or other party underwhich one of the aforementioned persons was selected;• none of the aforementioned persons has been the subject of
an official public incrimination or sanction handed down by
statutory or regulatory authorities;• no restriction other than legal has been accepted by any of
the aforementioned persons concerning the disposal of theirinterest in the Company's share capital;• none of the aforementioned persons has been disqualified bya court from acting as member of an administrative,
management or supervisory body of an issuer, or from acting
in the management or conduct of business of an issuer.

• no loan or guarantee has been granted or made by the Company
in favor of the aforementioned persons. No asset necessary
for operations belongs to one of the aforementioned persons
or to their family.

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Service contracts
To the best of the Company's knowledge, neither the Chairman andChief Executive Officer nor any member of the Board of Directors
have service contracts with the Company or any of its subsidiaries,
providing for benefits upon termination of said contract.

Board of Directors’ report on corporate governanceCorporate governance6.1.1.3

6

Powers of the Board of Directors

Excerpt from Article 13 of the bylaws:
The Board of Directors determines the Company's businessactivities and ensures their implementation in line with its
corporate interest and taking into consideration the social andenvironmental stakes of its activities. Subject to powers thatare expressly granted to the General Meetings and within thelimit of the corporate purpose, it takes charge of any question
relating to the running of the Company and addresses by wayof its decisions the matters that concern it.
The Board of Directors shall make any and all decisions andexercise any and all powers that fall within its remit pursuant

to the legal and regulatory provisions in force, these bylaws,
General Meeting's delegations and its internal regulations.
In particular and without limitation, the prior approval of theBoard of Directors is required for:• sureties, endorsements and guarantees given by theCompany under the conditions set out in Article L.225-35 of
the French Commercial Code;• the decisions of the Chief Executive Officer or of the
Deputy Chief Executive Officers for which an approval of
the Board of Directors is needed, under the conditions set
forth in the internal regulations [...].

To this end, Article I.4.2 of the Board of Directors' Internal Regulations lists the operations subject to the prior approval of the Board of
Directors, within the framework of the internal organization of the Company and the Group (see section 6.1.2.3 "Restrictions on the
powers of the Chief Executive Officer", page 310 of the Universal Registration Document).

Article I.4.1 of the Internal Regulationsof the Board of Directors:
The Board of Directors deals with all matters falling within its
legal and regulatory powers. In particular and without being
limited to the following, the Board of Directors:• convenes the Company's General Meeting of shareholders
and set its agenda;• approves the Group's annual budget, including the annual
financing plan, and the multi-annual plan submitted by the
Chief Executive Officer and any changes to this budget;• draws up the individual and consolidated financial statements
as well as the annual management report;• reviews the half-year financial statements and approves thehalf-year business report in accordance with Article L. 451‑1-2of the French Monetary and Financial Code;• ensures the accuracy of the information transmitted to themarket and controls the communication and publication
process;• draws up the report on corporate governance;• authorizes agreements mentioned in Articles L. 225-38 etseq. of the French Commercial Code;• selects the methods for exercising General Management in the
Company, pursuant to Article 17 of the Company's by‑laws;• appoints or dismisses the Chairman of the Board of Directors
and, if relevant, the Vice-Chairman of the Board of Directors, theChief Executive Officer, the Deputy Chief Executive Officer(s);• fixes the Chief Executive Officer's powers and, if relevant, inagreement with the latter, it fixes the powers of the Deputy
Chief Executive Officer(s);• appoints, if relevant, a Director on a provisional basis
between General Meetings;• examines the desirable balance of its composition and thatof its committees, particularly in terms of diversity (e.g.
representation of women and men, nationality, age,qualification and experience);• draws up the diversity policy relating to the composition of
the Board of Directors;• examines the succession plan for the Chairman of the Boardof Directors and the Chief Executive Officers (dirigeantsmandataires sociaux);• determines the compensation of the Chairman of the Boardof Directors, the Chief Executive Officer and, if relevant,the Deputy Chief Executive Officer(s) under the conditions
provided for in the legal and regulatory provisions in force;• determines the distribution among the Directors and, if
relevant, the Observers (censeurs), of the annual fixedamount allocated by the General Meeting of shareholders
to the Directors as compensation, under the conditions
provided for in the legal and regulatory provisions in force;• decides, if applicable, on the allocation of compensation to
the Observers (censeurs);• appoints the members of the committees created inaccordance with the legal and regulatory provisions in force,
the Company's by-laws and these Internal Regulations of
the Board of Directors;• decides, if relevant, on the issuance of non-equity debt
securities as part of Article L.228-40 of the French
Commercial Code;• authorizes the Company's Chief Executive Officer, who maydelegate, to grant undertakings, avals and guarantees inaccordance with Article L. 225-35 of the French Commercial
Code;• annually decides on the Company's policy in terms ofprofessional and pay equality in accordance with Article L.
225-37-1 of the French Commercial Code.
Furthermore, the Board of Directors carries out audits andverifications as it deems appropriate.
In general, the Board of Directors:• ensures that the shareholders are given the correct
information, specifically by verifying the information
communicated to it by the Company's executives; and•ensures that the Company has identification, evaluation andfollow-up procedures for its liabilities and risks, including
off-balance sheet items, and appropriate internal control.

• ensures that all CSR information required pursuant to thelegal and regulatory provisions in force is prepared;

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Board of Directors’ report on corporate governanceCorporate governance(b) […];

Officer being required to report to the Board of Directors
each year on the amount and nature of undertakings, avals
and guarantees issued under the authorizations grantedby the Board of Directors. These items must be listed in the
appendix to the minutes of the Board of Directors' decision.
However, the Board of Directors may authorize its Chief
Executive Officer to grant:• overall and without limit on the amount, undertakings, avals
and guarantees to guarantee the commitments made bycontrolled companies within the meaning of II. of Article L.
233-16 of the French Commercial Code, provided that thelatter reports thereon to the Board of Directors at least
once a year; and/or(c) determines, each year, the total amount up to which the
Chairman is authorized to issue undertakings, avals andguarantees on behalf of the Company, which may notexceed EUR 300,000,000 per year, the Chief Executive• without limit of amount, undertakings, avals and guarantees
with regard to tax and customs administrations,
under the conditions provided for in the legal and regulatory
provisions in force.

Excerpt from Article 13 of the bylaws:

The Board of Directors may confer to one or several of its
members or to all the persons chosen outside the Board of
Directors permanent or temporary assignments that it defines.

Excerpt from Article I.4.2 of the Internal Regulationsof the Board of Directors:
In addition, the Board of Directors:(a) reviews and approves the Group's overall strategy, at least
once a year, in accordance with Article I.2 of these Internal
Regulations. This review shall cover the multi-year
strategic orientations regarding CSR, including a climate
strategy, presented by the General Management, and ofwhich the Board of Directors shall be annually informed of
the achieved results. The Board of Directors may decide
whether to adapt the said orientations, if necessary;

The Board of Directors may decide whether to issue bonds
pursuant to the provisions provided for in the legal and regulatory
provisions in force, with the faculty to delegate the necessary
powers for the issue of the bonds within a one-year time limit andto decide on the terms and conditions, to one or several of its
members, to the Chief Executive Officer or with the latter's
approval to one or several Deputy Chief Executive Officers.

On June 29, 2010, the Board set up an Audit and Risks Committee,
a Commitments Committee and a Compensation, Appointments
and CSR Committee (see section 6.1.1.12 "Committees of theBoard of Directors", on pages 302 et seq. of the Universal
Registration Document) whose practices and procedures aredescribed in the Board of Directors' Internal Regulations.

It may decide to create committees in charge of examining andgiving recommendations on matters put forward to them by
the Board of Directors or by its Chairman.
In accordance with the legal and regulatory provisions in force, theBoard of Directors decides the membership and powers of thecommittees that exercise their activity under its responsibility.

Involvement of the Board of Directors
and its Committees in CSR
The Board of Directors is actively preparing to implement the
CSRD (Corporate Sustainability Reporting Directive) and work isunderway to comply with the new regulations. The Board of
Directors' Internal Regulations will be amended to include
sustainability topics and the preparatory and follow-up work
carried out by the Board and its committees in the second half of2024 at the latest.
For more information on the involvement of the Board of
Directors and its Committees in CSR, see page 195 of the
Universal Registration Document.

6.1.1.4

Quorum and majority

Excerpt from Article 15 of the bylaws:
The Board of Directors only validly deliberates if at least half of
its members are present.
The Board of Directors may decide that, for the calculation of
the quorum and the majority, the directors who take part in
the Board of Directors' meeting by videoconference or by anyother suitable means of telecommunication under theconditions provided for in the legal and regulatory provisions
in force are deemed to be present.

Any director can give proxy, in writing, to another director torepresent him or her at one of the Board of Directors' meetings,
each director only being authorized one proxy vote per meeting.
[…]Decisions are made by a majority vote of the members who arepresent or represented by proxy.
In the event of a tied vote, the Chairman of the meeting has acasting vote.

Excerpt from Article I.2 of the Internal Regulations of the Board of Directors:
Pursuant to Article 15 of the Company's by-laws, for the purpose of calculating the quorum and voting majority, Directors who takepart in Board of Directors meetings by any method that allows them to be identified and to take an active part in the discussion are
considered as being physically present, in accordance with the legal and regulatory provisions in force.

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6

Board meetings

Excerpt from Article 15 of the bylaws:
The Board of Directors meets whenever it is in the interest of
the Company, upon the convocation of its Chairman, and at
least once every three months.
The meeting takes place either at the registered office or inanother place specified in the convening notice.
The convening notice can be given by any means, even orally,by the Chairman or by the Secretary of the Board of Directors
upon the Chairman's request.
It also meets when at least a third of its members or the Chief
Executive Officer requests the Chairman to convene a meetingon a specific agenda.
In the event of the inability of the Chairman to perform his or
her duties, the convening notice can be given by the director
to whom the Chairman's duties have been temporarily
delegated, by the Vice-Chairman/Chairmen or by the Chief
Executive Officer if the latter is also a director.
[…]
The meetings are chaired by the Chairman of the Board of
Directors or, failing that, by the Vice-Chairman/Chairmen or by
any other director designated by the Board of Directors.

Excerpt from Article I.2 of the Internal Regulationsof the Board of Directors:
The Board of Directors will meet as often as required in theinterest of the Company, upon receiving the notice to attend
issued by its Chairman, and at least once every three months. It
generally holds at least five meetings a year, including one toreview the budget and one to conduct a strategic review of
the Group's operations. The proposed dates of the meetingsfor each year are sent to the Directors no later than November
30th of the previous year. Meetings are called by mail, e-mail or
fax, or even verbally. Notices may be issued by the Secretary of
the Board.

Edenred's Board of Directors met eight times during the 2023
financial year (five scheduled meetings and three extraordinary
meetings relating to potential acquisitions). The five scheduled
Board meetings lasted 5 hours and 20 minutes on average and thethree extraordinary Board meetings lasted 45 minutes on average.
Calls to meeting are sent by email, with the agenda, generally
eight days before the meeting date.

At the Chairman's initiative, the Chief Executive Officer, theDeputy Chief Executive Officers, the members ofManagement, the Statutory Auditors or other persons having
particular expertise regarding items on the agenda can bepresent during all or part of a Board of Directors' meeting.
[…]
The directors as well as any person called to attend the Boardof Directors' meeting are required to treat the information
given during the discussions as strictly confidential andgenerally to act with discretion. The directors also have a duty,
even after they have ceased to hold office, not to disclose any
information which they hold concerning the Company, thedisclosure of which might be prejudicial to the Company's
interests, except where such disclosure is required or
permitted by the legal and regulatory provisions in force or isof public interest.
In accordance with the conditions provided for in the legal andregulatory provisions in force, decisions coming under the
specific remit of the Board of Directors and decisions totransfer the Company's registered office to another location in
the same region (département) may be taken by the directors
by way of written consultation.

The draft minutes of each meeting are sent to the Directors
with the convening notice of the following meeting. They areapproved at this meeting.
At least once a year, an item of the agenda of a meeting isdevoted to assessing the Board of Directors' efficiency andeffectiveness, to identify possible areas for improvement. In
addition, the Board of Directors conducts a formal selfassessment at least once every three years.

Meeting of independent directors (executive session)
Mr. Dominique D'Hinnin, in his capacity as Lead Independent
Director and Vice-Chairman of the Board, organizes meetings ofthe independent directors during the financial year to discussvarious issues, such as how to protect the interests ofshareholders not represented on the Board of Directors, howshareholders are represented by the independent directors, theGroup's results and dividend policy, and its growth outlook.
During the 2023 financial year, this meeting took place on
December 14, 2023. More specifically, discussions covered thepractices and procedures of the Board, the composition of theBoard and its committees, the Group's results, the monitoring of
the Beyond22-25 strategic plan, the annual assessment of thepractices and procedures of the Board of Directors and its
committees and the related action plans and, more generally, theGroup's financial and non-financial performance as well as thebudget outlook for 2024.

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Board of Directors’ report on corporate governanceCorporate governance6.1.1.6

Information given to the Board

Article I.3 of the Internal Regulationsof the Board of Directors:
The Directors are provided with all the documents andinformation necessary to the fulfillment of their duties.
In due course and before each meeting, Directors receive ameeting file containing background information on all agenda
items requiring preliminary examination and special analysis,
unless this is impossible for confidentiality or practical reasons.
The Board is kept regularly informed, and it periodically
discusses the financial situation, cash-flow situation andcommitments of the Company and the Group. It is also
informed of the broad guidelines of the Group's policy in termsof human resources, compliance, organization, information
systems and corporate social responsibility (CSR). The Board isalso informed on a regular basis about the Company's financial
communication strategy. Whenever necessary, commented
presentations are given by the Group's main senior executives
and additional documents are submitted.
Furthermore, the Directors are kept regularly informed,
between meetings, of all significant events or transactions in
the life of the Group. In particular, to this end, they receive
copies of all press releases issued by the Company and a
periodic summary of financial analysts' research reports on theGroup and, when necessary, the actual reports.

The Directors may ask the Chairman of the Board of Directors
or the Chief Executive Officer for copies of any additional
documents that they consider necessary to make an informed
contribution to the Board of Directors decisions. The Chairman
or the Chief Executive Officer may ask the Board of Directors
for its opinion before providing the documents concerned.
The Directors may ask the Chairman of the Board of Directors
or the Chief Executive Officer to arrange for them to meetwith the Group's main senior executives, with or without the
Chairman of the Board of Directors and the Chief Executive
Officers (dirigeants mandataires sociaux) being present.
The Directors are bound by a general duty of discretion andconfidentiality in the interest of the Company. As such, they
undertake, under their responsibility, to maintain genuine
professional secrecy on all confidential information to which
they have access, on the decisions and operation of the Boardof Directors, and, where applicable, of the Board committeesof which they are a member, as well as on the content of theopinions or votes expressed at Board of Directors orcommittees meetings.
Any Director undertakes, if so requested by the Chairman of
the Board of Directors, to return or destroy without delay any
document in his/her/its possession containing confidential
information.

The directors receive all necessary information on a timely basis to enable them to fulfill their duties. Background information about
agenda items are sent to them sufficiently well in advance to allow them to make an informed contribution to the Board's discussions.

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6

Work carried out by the Board of Directors in 2023

At the Board meetings held during the 2023 financial year, the Board of Directors dealt with the following matters:
Financialstatements andfinancialcommunications

•
•
•
•
•

Strategy• the Group’s strategic goals, and in particular the monitoring of the Beyond22-25 strategic plan, and more
specifically the implementation of the strategy for each business line, including Employee Benefits and Mobility;
technological innovations and competition• issues relating to the Group's strategy, discussed every year at a special Board of Directors meeting held overtwo days. In 2023, the meeting was held at the Group’s Romanian offices and all Group strategic issues wereaddressed and debated by the directors, such as the strategy for migrating to the public cloud, data
platformization and API deployment

M&A transactions• follow-up of operations carried out• acquisition of Reward Gateway and GOintegro• transactions currently under review

General Meeting• preparation of the Combined General Meeting of May 11, 2023, and in particular the proposed resolutions,
including the implementation of the share buyback program and the special procedures for convening andholding said General Meeting

Compensation andgovernance

•
•
•
•
•
•
•
•
•
•
•
•

approval of the financial statements for the year ended December 31, 2022
the financial communication processes
the 2023 budget (including the annual financing plan)
the review of the interim financial statements and the preparation of the interim management reportthreshold disclosures and monitoring of changes in the shareholding structure

the compensation of the Chairman and Chief Executive Officer
the amount and allocation of the compensation of directors
the allocation of performance shares
the assessment of the level of achievement of the performance conditions
the membership of the Board of Directors and its committees
the independence criteria applied to directors and the specific financial and other expertise of the membersof the Audit and Risks Committee
the annual assessment of the practices and procedures of the Board of Directors and its committees
the succession plans of Executive Management and senior executives
the reduction and increase of the Company's capital as part of the allocation of performance shares to nonFrench tax residents under the 2020 plan
the annual review of the professional and pay equality policy
the review of the policy on gender diversity in management bodies
the update of the Internal Regulations of the Board of Directors

CSR• the monitoring of the implementation of the People, Planet, Progress CSR strategy and objectives, including
in‑depth monitoring of the three sustainable performance objectives linked to the free performance shareallocations (namely People: percentage of women in executive positions by 2025, Planet: reduction ingreenhouse gas emissions intensity by 2025 compared to 2013 and Progress: percentage of merchants andusers made aware of balanced nutrition and food waste as well as the percentage of soft mobility hubs madeaccessible by the Group’s solutions)• the monitoring and discussion of CSR opportunities and challenges identified, the Edenred products central to
CSR issues and changes related to the CSRD
• the 2050 net zero carbon target and the first action plans to reduce emissions• the sharing of the new double materiality matrix that prioritizes major issues for Edenred's CSR strategy andthe new key indicators of the CSR plan

Related-party
agreements• monitoring of the implementation of the procedure for identifying related-party agreements and theassessment of agreements entered into in the normal course of business and on arm's length terms

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Board of Directors’ report on corporate governanceCorporate governance6.1.1.8

Professional ethics for directors

Each member of the Board of Directors is required to comply withthe principles of proper conduct outlined in the Director's Charter.
Under Article I.7 of the Board of Directors' Internal Regulations,
the Board of Directors, a collegial body, must act at all times in
the Company's interest.

Directors perform their duties with loyalty and professionalism inaccordance with the Director's Charter adopted by the Board of
Directors, which describes the ethical principles applicable todirectors, in accordance with the legal and regulatory provisions
in force and the Company's bylaws.

Duty of due care
Excerpt from Article I.7 of the Internal Regulations of the Board of Directors:
The Directors shall perform their duties with loyalty and professionalism under the terms and conditions defined by the Director'sCharter established by the Board of Directors and which specifies, in accordance with the legal and regulatory provisions and theCompany's bylaws, the ethical principles that are applicable to them.

Excerpt from the Director's Charter:
Directors must carry out their duties as they see fit in the bestinterests of the Company. They must be committed toconstantly improving their knowledge of the Group and its
businesses, and are bound by a duty of care and alert that
includes reporting any problems of which they may becomeaware. They must devote the necessary time and attention totheir duties as a director, making every effort to attend all
meetings of the committees to which they belong, meetingsof the Board of Directors and Shareholders Meetings.

In addition to complying with the legal and regulatory
provisions related to multiple directorships, directors must
make sure that their duties as director of the Company arecompatible with the directorships or positions that they hold inother companies, in particular as regards the workload.
Directors are required to disclose periodically to the Company
the directorships that they hold in any other company in orderto enable the Company to comply with its statutory disclosure
obligations in this regard.

Duty of information
Excerpt from the Director's Charter:
Directors have a duty to request the information that they
consider necessary to carry out their duties from the Company's
management via the Chairman and Chief Executive Officer orthe Board Secretary. They can ask the Chairman and Chief
Executive Officer to arrange meetings for them with membersof the Group's senior management, to be held with or without
the Chairman and Chief Executive Officer being present.

When a new director takes up office, the Board Secretaryprovides him or her with an information pack containing theCompany's bylaws, the Board of Directors' Internal Regulations,the Director's Charter, as well as the principal laws andregulations dealing with directors' responsibilities.
Directors may ask the Board Secretary at any time for
explanations of the scope of these laws and regulations andtheir resulting rights and obligations.

Transparency, prevention of conflicts of interest and trading in Company securities by the directors
Excerpt from Article I.7 of the Internal Regulations of the Board of Directors:
The Directors are required to comply with the provisions of the regulations on market abuse (Regulation (EU) No. 596/2014 ofApril 16, 2014 and its delegated and implementing regulations supplementing it and defining the technical standards, as well as theprovisions of the French Monetary and Financial Code and the French Financial Markets Authority's (Autorité des Marchés Financiers)
General Regulations, position-recommendation and instruction relating thereto.

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Excerpt from the Director's Charter:
Members of the Board of Directors have access to inside
information which, if made public, would be likely to have asignificant effect on the price of the financial instruments
concerned or on the price of related derivative financial
instruments.
[…]
In addition, without prejudice to the laws and regulations on
insider trading, periods known as "negative windows" aredetermined each year, during which directors may not trade in
the Company's shares or any other securities issued by theCompany (including exercising stock options), either directly or
through an intermediary, even via the trading of derivatives.
The negative windows correspond to (i) the 30 calendar days
preceding the date of publication of the annual and interim
consolidated financial statements and the day of publication,and (ii) the 15 calendar days preceding the date of publicationof quarterly revenue figures and the day of publication.

6

Directors are given details of the negative windows each yearby the Board Secretary. In addition, they are notified
immediately by the Board Secretary of any specific negative
windows that will apply due to financial or strategictransactions planned by the Group.
Directors are required to report to France's financial markets
regulator (Autorité des marchés financiers – AMF) and to theCompany (through the Board Secretary) any transactions in the
Company's shares or any other securities issued by theCompany carried out by them or any persons closely associatedwith them.
Directors may consult the Board Secretary at any time
regarding the implications of the negative windows systemand the conditions of its application to any specific case.

Article I.8 of the Internal Regulations of the Board of Directors:
Any Director being, even potentially, directly or through an intermediary, in a situation of conflict of interests with regard to thecorporate interest, due to the functions he/she/it exercises and/or interests he/she/it holds, informs the President. He/she/it
abstains from participating in debates and decision-making on the subjects concerned, and may therefore be required to leave,during the debates, and where appropriate the vote, the meeting of the Board of Directors.

Excerpt from the Director's Charter:
Directors are expected to demonstrate a high level of
independence in all circumstances, in terms of their analyses,
judgments, decisions and actions.
They agree not to solicit or accept any benefit that would be
likely to affect their independence.

[…]
When they are first elected and every year thereafter, no later
than January 31, directors are required to disclose in writing allties that they have with Group companies, their managers,
suppliers, customers, partners or competitors. The disclosure
document is sent to the Chairman and Chief Executive Officer
with a copy to the Board Secretary.

Duty of discretion and confidentiality
Excerpt from Article 15 of the bylaws:
The directors as well as any person called to attend the Board of
Directors' meeting are required to treat the information given
during the discussions as strictly confidential and generally to
act with discretion. The directors also have a duty, even after

Excerpt from Article I.3 of the Internal Regulationsof the Board of Directors:
The Directors are bound by a general duty of discretion andconfidentiality in the interest of the Company. As such, they
undertake, under their responsibility, to maintain genuine
professional secrecy on all confidential information to which
they have access, on the decisions and operation of the Board ofthey have ceased to hold office, not to disclose any information
which they hold concerning the Company, the disclosure ofwhich might be prejudicial to the Company's interests, except
where such disclosure is required or permitted by the legal andregulatory provisions in force or is of public interest.

Directors, and, where applicable, of the Board committees ofwhich they are a member, as well as on the content of theopinions or votes expressed at Board of Directors orcommittees meetings.
Any Director undertakes, if so requested by the Chairman of
the Board of Directors, to return or destroy without delay any
document in his/her/its possession containing confidential
information.

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Excerpt from the Director's Charter:
In addition, directors shall be required to consult with the
Chairman and Chief Executive Officer prior to any personal
disclosure that they may make in the media on matters

6.1.1.9

involving or likely to affect the Group, the Company and/or its
governing bodies. This provision shall not apply to directors who
concurrently hold the position of Chief Executive Officer or
Deputy Chief Executive Officer and who may have to makedisclosures in that capacity in the name of the Company.

Assessment of the Board of Directors’ practices and procedures

Pursuant to Article 11 of the AFEP/MEDEF Code, the Board of
Directors is required to assess its ability to meet the needs ofshareholders, which have entrusted it with the Company's
management. This self-assessment entails a regular review of its
membership, organization, practices and procedures. In accordancewith Article I.2 of the Internal Regulations, the Board of Directors
conducts a self‑assessment of its practices and procedures with aview to identifying opportunities to improve its efficiency at least
once a year, and a formal assessment with the assistance of an
external consultant at least once every three years.

Self-assessment• the Board of Directors carried out a self-assessment of its performance and procedures in 2023 and devoted
part of one of its meetings to discussing the same, with a view to identifying opportunities to improve
its efficiency• conducted by the Lead Independent Director and Vice-Chairman of the Board, the assessment was based on aquestionnaire specific to Edenred, and in line with the recommendations of the AFEP/MEDEF Code, that wassent to all of the directors

Topics covered

•
•
•
•
•
•

Findings• the discussion enabled the directors to share their observations and to note that the scores are verysatisfactory for topics covered by the questionnaire – higher than the last self-assessment• exchanges within the Board are described as open and authentic, and directors highlight the climate of trust inwhich discussions take place• among the assessment highlights were:• the balanced composition of the Board and its committees, and its members’ skills,

composition of the Board of Directors
organization, practices and procedures
work of the Board of Directors and its committees
actual individual contribution of each director
overall assessment of governanceInternal Regulations and the Director’s Charter• the process for renewing terms of office, which is deemed appropriate and relevant,• the strategy seminar, which was identified as a key opportunity for directors to learn more about Edenred's
business model, and• the directors highlight the quality of the documentation provided to them, which facilitates rapid, informed
decision-making.
Identified areas of • provide regular feedback on Group acquisitions and integration
improvement• organize non-mandatory training sessions on technical topics and/or innovation in line with Group strategy
Regarding the triennial external assessment carried out in 2022 with the assistance of a leading external consultant, the table below
summarizes the identified areas for improvement and presents the actions implemented in 2023:

300

Identified areas of improvement in 2022

Actions implemented in 2023

Improve the training of directors on key
issues for Edenred such as CSR, assisted bya third party and on specific subjects chosen
by the directors during dedicated meetings

In July 2023, a CSRD training session was given by a leading firm to the directors,
who also receive regular progress updates on CSRD implementation across theGroup from the Group's CSR Department

Provide wider access to Edenred's e-learning
platform (EDU)

All directors have access to EDU, the Group's employee training platform

Have scheduled time for presentationand discussion on innovation

A presentation, followed by a discussion, on products and strategic innovation took
place at the strategic Board of Directors' meeting

Further increase contact with operations
and products, during the strategic Boardsof Directors' meetings

The October 2023 strategic Board meeting was held in Romania, including at the
Edenred Digital Center, where directors were able to take part in workshops on
products and IT security with local employees

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate governance66.1.1.10 Director training
New directors have access to a program to learn about theCompany and its governance, and are invited to visit the Group's
operational facilities. Employee-representative directors benefit
from a training program allowing them to acquire or improveskills specific to the role of director.
Online training courses are also made available to directors sothat they can take them (notably on anti-corruption, anti-money
laundering rules, the charter of ethics, cybersecurity, publicaffairs, personal data protection, compliance with competition
law, diversity and unconscious bias).
In July 2023, the directors also attended a CSR training course
run by a leading firm on CSRD regulations and theirimplementation at Edenred.

Onboarding process for new directors
New directors receive a variety of information, including key
documents such as the Company bylaws, the Board of Directors’
Internal Regulations, the Universal Registration Document, andthe meeting schedule for the Board of Directors’ and its
committees for the year ahead.
An onboarding program is also organized to enable new directors
to meet the Executive Vice-President, Finance and the Executive
Vice-President, Marketing and Strategy to gain a better
understanding of the Group's business lines, products, challenges
and strategic priorities.
New directors also meet with the Secretary of the Board of
Directors to gain familiarity with Edenred's corporate
governance rules and procedures, and the related tools available
to them.

6.1.1.11 Related-party agreements
Related-party agreements entered into with theCompany's subsidiaries during the 2023 financial year
In accordance with the provisions of Article L.225-37-4 of theFrench Commercial Code, it is specified that no agreements havebeen entered into during the 2023 financial year, either directlyor through an intermediary, between (i) one of the corporate
officers or one of the shareholders owning more than 10% of theCompany's voting rights and (ii) a subsidiary of the Company(within the meaning of Article L.233-3 of the French Commercial
Code). In accordance with the said Article, agreements enteredinto in the normal course of business on arm's length terms are
excluded from this assessment.

Procedure for identifying related-party agreements
and assessing agreements entered into in thenormal course of business and on arm's length terms
In accordance with the provisions of Article L.22-10-12 of theFrench Commercial Code, the Board of Directors, at its meetingof February 25, 2020, adopted an internal procedure relating to
the identification of related-party agreements at the Company
level, and providing for regular assessments of agreements
entered into in the normal course of business and on arm's
length terms in order to obtain assurance that they indeed meetthese conditions.
The first section reviews the legal and regulatory provisions inforce in this area, setting out the identification criteria and thecontrol procedure applicable to related-party agreements, andthe disclosure obligations for related-party agreements, as wellas other agreements (conventions dites libres) for which the said
control procedure does not apply (in particular when theagreement in question is entered into in the normal course ofbusiness and on arm's length terms).
The second section deals with the internal information process
relating to any prospective agreement liable to constitute a
related-party agreement or another agreement (convention ditelibre) and its assessment by the relevant departments, inparticular the Group Legal Department and the Group Finance
Department, for classification purposes. People with a direct orindirect interest in the agreement do not participate in theassessment process.
Lastly, it is planned that an item on the agenda of the Board of
Directors will regularly (at least once a year) be devoted to theimplementation of this procedure. A report is given of theagreements classified as agreements entered into in the normal
course of business and on arm's length terms, and how theprocedure was applied. Any difficulties encountered and, if
necessary, the updating of this procedure are also discussed.
At its meeting of February 26, 2024, the Board of Directors
discussed this item on the agenda and notably decided that, as
things stood, there was no need to update the procedure.
· Summary table of current related-party agreements
None.

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Board of Directors’ report on corporate governanceCorporate governance6.1.1.12 Committees of the Board of Directors
Article III.1 of the Internal Regulationsof the Board of Directors:

The Board of Directors may also create one or more ad hoc
committees.

Board discussions and decisions for specific issues are prepared,in certain areas, by specialized Board committees composed of
Directors appointed by the Board for the duration of theirterm of office as Director. These committees examine matters
falling within their terms of reference, or where applicable, any
matters referred to them by the Chairman of the Board of
Directors, and report regularly to the Board of Directors on
their work and inform the Board of Directors of theirobservations, opinions, proposals or recommendations.
To assist them in their work, the Board committees may
commission technical reports from the Company's senior
executives or external consultants (at the Company's expense).
In both cases, the Chairman of the Board of Directors or the
Board of Directors must be informed beforehand. The
committees shall be responsible for reporting to the Board of
Directors. The committees may also arrange meetings with theCompany's senior executives responsible for the areas underreview, with or without the Chairman of the Board of Directors
and the Chief Executive Officers (dirigeants mandataires
sociaux) being present, subject to prior notification to the
Chairman of the Board of Directors or the Chief Executive
Officer.
There are three standing committees of the Board:• the Audit and Risks Committee;• the Commitments Committee; and• the Compensation, Appointments and CSR Committee.

Each committee is chaired by one of its members, appointed
by the Board of Directors, on a proposal by the Compensation,
Appointments and CSR Committee.
The committees may invite the Chief Executive Officer toattend their meetings, apart from the part of the meetings of
the Compensation, Appointments and CSR Committee during
which agenda items concerning him personally are discussed.
The Chairman of each committee appoints a person (who may
not be a committee member or a Director) to act as Secretary,
after consulting the Board of Directors.
The Chairman of each committee reports to the Board of
Directors on the work of the Committee. A written report on
the work of the committees is regularly circulated to the Boardof Directors.
Each committee gives an opinion to the Board of Directors on
the part of the Universal Registration Document dealing withmatters falling within its scope of activity and intended forinclusion in the Universal Registration Document.
Each committee, through its Chairman, may ask to be
consulted on any matters falling within its terms of reference
that have not been referred to it.
Each committee is required to periodically review its rules ofprocedure and propose, if relevant, to the Board any changes that
may seem necessary or likely to improve its operating procedures.
The Board committees do not have decision-making powers
and cannot in any case stand in for the Board of Directors,
which alone has the legal decision-making power.

Audit and Risks Committee
Members

Audit and Risks
Committee

4

At December 31, 2023

4

Bernardo Sanchez Incera
Independent Chairman

Dominique D’Hinnin
Independent member

Graziella Gavezotti

Employee-representative member

Monica Mondardini

Members100%

independent(1)Independent member

Meetings

94%

attendance rate(1) The employee-representative director is not taken into account for this calculation, in accordance with the AFEP/MEDEF Code.

302

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate governanceAll the members have the expert knowledge of financial andaccounting matters needed to fulfill their duty of care. All themembers of the Audit and Risks Committees worked, in particular,
during their respective careers, on the analysis of past, existing
and future financial statements. They conducted, reviewed or
managed accounting due diligence carried out in the context ofpotential acquisitions.
In particular:• Mr. Bernardo Sanchez Incera has held management positions
and directorships in numerous financial institutions, both inFrance and internationally;6• Mr. Dominique D'Hinnin started his career as a financial
inspector, held the positions of Head of Internal Audit andChief Financial Officer of the Lagardère group and is, or has
been, Chairman or member of Audit and Risk Committees oflisted companies both in France and internationally;• Ms. Graziella Gavezotti has expertise in audit and financethrough her various directorships, past and present, including
for another CAC 40 issuer, both in France and internationally;• Ms. Monica Mondardini has a degree in statistics andeconomics and has held directorships in numerous financial
institutions, both in France and internationally;
accordingly, all four have in-depth expertise in the fields ofaudit and finance.

Terms of reference
Article III.2.1 of the Internal Regulationsof the Board of Directors:
The Audit and Risks Committee is responsible for ensuring thatthe accounting methods applied for the preparation of thefinancial statements of the Company and the Group areappropriate and applied consistently from one period to thenext. Its terms of reference also include monitoring theprocess of drawing up the financial information and checking
that internal procedures for collecting and verifying
information provide adequate assurance concerning thereliability and completeness of financial information as well as
the control of Group's risk exposure. It helps the Board of
Directors to ensure the financial statements of the Company
and the Group are true and fair and whether the reported
information is accurate.
For this purpose, it submits recommendations or proposals to
the Board of Directors on all matters described below andspecifically carries out the following tasks:• it reviews the half-year and annual consolidated financial
statements and the annual financial statements of theCompany, prior to their examination by the Board of
Directors. In this regard, it monitors the processes used toprepare these financial statements and evaluates the validityof the methods selected to treat material transactions;• it reviews the procedures used to prepare disclosures toshareholders and to the market and draft press releases andopinions on accounting and financial matters meant to be
published by the Company;• it reviews the Group's scope of consolidation, and, whereapplicable, the reasons for excluding any entities;• it reviews the Group's risk management policy and theefficiency of the risk management systems;• it assesses the Group's risk exposure and the effectiveness of
the risk management system as well as material off‑balance
sheet commitments, and receives a copy of the Chief
Financial Officer's detailed report on these matters;• it obtains assurance concerning the effectiveness of theGroup's system of internal control and, to this end, reviews
the methods used to identify risks and the organizational
principles and procedures of the internal audit department.
It is also informed of the work program and receives aperiodic summary of the internal audits carried by theinternal audit department;• it reviews the Statutory Auditors' audit plan and the resultsof their audits. It receives a copy of the Statutory Auditors'
memo setting out the main issues identified during theiraudit and describing the main accounting options selected;• it conducts the procedure for selecting the Statutory
Auditors and issues a recommendation to the Board of
Directors, established in accordance with the conditions
provided for in the legal and regulatory provisions in force,
concerning their appointment or reappointment as well as
their compensation;• it ensures compliance with the rules aimed at theindependence of the Statutory Auditors;• it approves, in accordance with the conditions provided forin the legal and regulatory provisions in force, the provisionof services other than the certification of financial
statements after having analyzed the risks to the Statutory
Auditor's independence and the safeguard measuresapplied by the latter;• it is informed, at the end of each financial year, of theamount, and the detailed breakdown by category ofassignments, of the fees paid by the Group companies to
the Statutory Auditors and their networks during thefinancial year, and reports to the Board of Directors onthese fees.

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Meetings
Convening notices shall be issued by the committee Chairman
and include the meeting agenda.

Article III.2.3 of the Internal Regulationsof the Board of Directors:
The Audit and Risks Committee meets at least three times ayear and meets whenever it deems it necessary to do so, andprior to the meetings of the Board of Directors which aresupposed to review matters relating to its duties. One meeting– attended by the Head of Internal Audit – is devoted toreviewing the effectiveness of the internal control system.
In accordance with its duties, the Audit and Risks Committee
may make enquires of corporate officers (mandataires sociaux),
and also the Head of Internal Audit, the Statutory Auditors
and Group's senior executives (in particular responsible fordrawing up the financial statements of the Company and theGroup, risk management, internal control, legal matters, fiscal
matters, cash-flow and financing), outside the presence of the
Chairman of the Board of Directors and the Chief Executive
Officers (dirigeants mandataires sociaux) after first notifying
the Chairman of the Board of Directors or the Chief Executive
Officer.

Work carried out by the Audit and Risks Committee
during the 2023 financial year

During its meetings in 2023, the committee notably prepared theBoard's work and decisions relating to:• the review of the full-year parent company financial
statements, the consolidated full-year and interim financial
statements and the annual budget;• the financial communication process;• internal audit and control work;• legal and tax risks;• main legal and tax claims and litigation;• investments and debt;

The Chairman of the Board of Directors, the Chief Executive
Officer, the Chief Financial Officer and the Statutory Auditors may
attend meetings of the Audit and Risks Committee as guests.

• work on personal data protection;

The Audit and Risks Committee met four times during the 2023
financial year. Meetings lasted 1 hour and 55 minutes on
average.

• the proper application of accounting principles;

Meetings to review the half-year and annual financial
statements shall be held at least three days before themeeting of the Board of Directors. The members of the Audit
and Risks Committee receive all necessary documents on atimely basis. When members are first appointed to thecommittee, they are given detailed information aboutaccounting, financial and operational issues that are specific to
the Group.

• risk mapping, including CSR risks together with theCompensation, Appointments and CSR Committee, andfollow-up of remedial action;• monitoring of the Group’s anti-corruption policy;• monitoring of improvements in the Group's anti-money
laundering policy and the deployment of business tools
enabling, for example, transaction verifications in real time;• the activities of PayTech;• monitoring of the whistleblowing system; and• compliance and cybersecurity issues.
Audit and Risks Committee meetings were attended not only by
its members but also by the Chairman and Chief Executive
Officer, the Executive Vice-President, Finance, the Statutory
Auditors. The Board Secretary, the Head of Group Management
Control, Accounting and Consolidation, the Head of GroupInternal Audit, and the Head of Group IT were also invited toattend, as appropriate.

Commitments Committee
Members

Commitments
Committee

4

At December 31, 2023

5

Jean-Romain Lhomme
Independent Chairman

Cédric Appert

Employee-representative memberMaëlle Gavet

Independent member

Philippe ValléeMembers100%

independent(1)Independent member

Meetings

100%

attendance rate(1) The employee-representative director is not taken into account for this calculation, in accordance with the AFEP/MEDEF Code.

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Terms of reference
Article III.3.1 of the Internal Regulationsof the Board of Directors:
The Commitments Committee is responsible for preparing
Board of Directors meetings and making recommendations to
the Board on the following matters:• any and all transactions, regardless of the amount, likely toaffect the Group's strategy or resulting in a material change
in the Group's business scope (specially the entry in a new
business or withdrawal from an existing business);• any mergers, demergers or significant asset transfers of theCompany;• any change in the Company's corporate purpose;•

any and all (immediate or deferred) financial commitments,
made by the Company or by one of the Group companies,
representing more than EUR 50,000,000 per transaction.
"Financial commitments" are defined as:• any and all acquisitions or disposals of business lines orassets or majority or minority interests in other companies
not controlled by the Company within the meaning of
Article L. 233-3 I. and II. of the French Commercial Code.
The amount of the commitment is considered as being
equal to the entity's enterprise value;• any and all direct investments (e.g. creation of an activity,
business line, subsidiary or expenditure on technologicaldevelopments);• rental and lease commitments, the amount for determining
the commitment corresponds to the market value of theleased asset;• any and all loans, or shareholder loans to entities notcontrolled by the Company as defined in Article L. 233-3 I.
and II. of the French Commercial Code;• any and all bilateral or syndicated bank credit facilities
that are not consistent with or are not undertaken inaccordance with the Group’s annual financing policy as
previously approved by the Board of Directors.
In all cases, the committee gives an opinion on the takingof bilateral or syndicated bank credit facilities for an
amount of over EUR 300,000,000 per year, it being
specified that credit facilities for a duration of less than
one year, irrespective of the amount, do not have to besubmitted to the Commitments Committee.

Meetings
Article III.3.3 of the Internal Regulations of the Board of Directors:
The meetings of the Commitments Committee may be called by its Chairman at any time, in writing or verbally. Convening notices
are issued together with the meeting agenda.
The Commitments Committee meets whenever it deems it necessary to do so, and prior to meetings of the Board of Directors
scheduled to discuss matters relating to its duties.
The Committee's recommendations must be endorsed by the Board of Directors before the related commitments are entered into by
the Group.

Work carried out by the Commitments Committee
during the 2023 financial year
The Commitments Committee met five times during the 2023
financial year (four scheduled meetings and one extraordinary
meeting relating to an acquisition project). Meetings lasted
1 hour and 20 minutes on average.

During its meetings in 2023, the committee notably prepared theBoard's work and decisions relating to:• the follow-up of operations carried out;
• the acquisition of Reward Gateway;• reviewing the suitability of targets given the Group's strategic plan;• transactions currently under review;• analysis of the financial impact of planned acquisitions;• review of due diligence work.

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The Compensation, Appointments and CSR Committee
Members

Compensation,
Appointments andCSR Committee

3

Dominique D’Hinnin

4

Independent Chairman

Sylvia Coutinho

At December 31, 2023

Independent member

Angeles Garcia-Poveda
Independent member

Members100%

independent
Executive corporate officers cannot be members of theCompensation, Appointments and CSR Committee. However, theChairman and Chief Executive Officer works with the committee toreview candidates for election as directors or the executive corporate
officers' succession plans. The Chairman and Chief Executive Officer
also participates in the committee's review of the compensation
policy for members of the Group Executive Committee.
All of its members have expertise on CSR. In particular:• Mr. Dominique d'Hinnin sat on the Corporate Social
Responsibility Committee of the Eutelsat Group and theGovernance & Social Responsibility Committee of Vantiva(formerly Technicolor);• Ms. Sylvia Coutinho has extensive expertise in social andenvironmental issues:• she sits on the Advisory Board (having served on the Boardof Directors) of Brazil Foundation, which promotes equality,
social justice and economic opportunities for all Brazilians,
and is one of the leading NGOs in the field,• she joined ReadyNation CEO Task Force on Early Childhoodand the Instituto Ayrton Senna, NGOs focused on educationand social projects,• she is a member of Instituto de Pesquisas Ecológicas (NGOfocused on biodiversity conservation) and of the Brazil
Coalition on Climate Forests and Agriculture (NGO focusedon climate and a low-carbon economy), and306

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Meetings

100%

attendance rate
• she is a member of the Board of Directors of Cosan S.A., a
Brazilian conglomerate and the world's largest bioethanol
producer;• Ms. Angeles Garcia Poveda has extensive expertise as aconsultant in strategy, talent management and governance:• she is a senior advisor to Spencer Stuart's Board of Directors(of which she was previously a member) and a specialist on
issues related to governance, assessment of directors andCEO succession projects,• she is chairperson of the Board of Directors of Legrand anda member of its Commitments and CSR Committee (shejoined the Board of Legrand as an independent director in2012 and chaired the Nominations and GovernanceCommittee and the Remuneration Committee, sat on theStrategy and CSR Committee and has served as a Lead
Director since 2013),• she also sits on the Board of Directors and on the
Appointments, Governance and Ethics Committee of IFA(Institut Français des Administrateurs), and• she held the position of global recruiting manager at The
Boston Consulting Group after having worked as a strategy
consultant and conducted various recruitment assignments
at the local, international and global level.

Board of Directors’ report on corporate governanceCorporate governance6

Terms of reference
Article III.4.1 of the Internal Regulationsof the Board of Directors:
The Compensation, Appointments and CSR Committee prepares
the Board of Directors' decisions concerning the Directors'
compensation, the Chairman of the Board of Directors andthe Chief Executive Officers' (dirigeants mandataires sociaux)compensation and benefits, the policy of allocation of stock
options or performance shares, changes in the compositionof the Company's management bodies, and CSR issues. For
this purpose, it makes recommendations or proposals to theBoard of Directors on all matters described below andspecifically carries out the following tasks:• Regarding appointments:• it issues recommendations, along with the Chief
Executive Officer, on appointments, dismissals andreappointments of the Directors, the Chairman of theBoard of Directors and the Vice-Chairman and organizes
the selection of new Directors while taking into accountthe need for balance in the Board of Directors'
membership and ensures that each candidate not only
has the required capabilities but is also in a position to
devote sufficient time to the Board of Directors'
business. The objective is for Directors to have the rangeof experience and skills necessary to enable the Board of
Directors to carry out its duties effectively with therequired objectivity and independence vis-à-vis both the
Executive Management and any shareholder or group ofshareholders;• it gives its opinion on the appointment or reappointmentof members of the Audit and Risks Committee, the Chairmanof the Audit and Risks Committee, and members of othercommittees;• it proposes and supervises the implementation of rules
for setting the variable part of the Chief Executive
Officers' compensation, while ensuring that the rules are
consistent with the annual appraisal of the Chief Executive
Officers' performances and the Group's medium-term
strategy;• it gives its opinion to the Board of Directors on thegeneral policy for the allocation of stock options andperformance shares;• it is informed and gives its opinion on the compensation
policy for members of the Group's Executive Committee;• it issues a recommendation to the Board of Directors on
the annual fixed amount allocated to the Directors ascompensation which is submitted to the General Meetingof shareholders. It proposes to the Board of Directors
the rules for allocating this annual fixed amount and theindividual amounts of payments to be made in this regard
to the Directors, based on their attendance at Board of
Directors and committee meetings in accordance with
Article I.9 of these Internal Regulations;• it reviews the policy and drafts proposed by the Chief
Executive Officer regarding increase of share capitalreserved for employees;• it reviews the liability insurance cover taken by the Company
on behalf of the corporate officers (mandataires sociaux);• it gives its opinion on the information provided toshareholders in the corporate governance report regarding
the corporate officers' compensation (mandataires sociaux).
• Regarding CSR:
• it examines and gives its opinion on the Group's CSR
strategy, commitments and priorities;• it draws up a succession plan for the Chairman of the Boardof Directors and the Chief Executive Officers (dirigeantsmandataires sociaux) in order to be able to submit to theBoard of Directors solutions for replacement in the eventof an unforeseen vacancy;• it ensures that CSR matters are taken into account in theGroup's strategy and its implementation;• it suggests the qualification of independent Directors for theconcerned Directors, checks for compliance with theindependence criteria provided in the AFEP/MEDEF Code,proposes criteria to be defined by the Board of Directors,
and advises the Chairman of the Board of Directors on
the number of independent Directors;• it reviews reporting, assessment and control systems toenable the Group to produce reliable non-financial
information;• it is informed of the succession plan concerning
members of the Group's Executive Committee.
• Concerning compensation and benefits:• it examines and make proposals regarding the various
components of the compensation of the Chairman of theBoard of Directors and the Chief Executive Officers(dirigeants mandataires sociaux) including the fixed andvariable parts of the compensation, the allocation of
incentives instruments such as performance shares orstock options, as well as any provision relating to pension
plans and all other benefits of any kind;• it monitors deployment of the Group's CSR initiatives;• it reviews CSR risks with the Audit and Risks Committee;• it examines the broad lines of CSR communication aimed
at shareholders and other stakeholders;• it examines the Company's draft reports on CSR matters,in particular the Non-Financial Performance Statement,
and, more generally, ensures that all CSR information
required pursuant to the legal and regulatory provisions
in force is prepared.

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Meetings
Excerpt from Article III.4.3 of the Internal Regulationsof the Board of Directors:[...] the Chief Executive Officer is associated with the work of thecommittee when reviewing the selection of new Directors or
the succession plan for the Chairman of the Board of Directors
and the Chief Executive Officers (dirigeants mandataires
sociaux). Similarly, the committee invites the Chief Executive

Work carried out by the Compensation, Appointments
and CSR Committee during the 2023 financial year
The Compensation, Appointments and CSR Committee met fourtimes in 2023. Meetings lasted 2 hours and 10 minutes on
average.
During its meetings in 2023, the committee notably prepared theBoard's work and decisions relating to:• the determination of the compensation and benefits of the
Chairman and Chief Executive Officer, namely in particular thevariable portion of his 2022 compensation, the fixed portion andthe performance conditions of the variable portion of his 2023
compensation, as well as the allocation of performance shares;• the breakdown of directors’ compensation for the 2022
financial year and the increase in compensation as from 2023;• the review of the compensation policy for members of theGroup Executive Committee;• the performance share allocation policy;• the membership of the Board of Directors and its committees,in particular as regards independence and gender balance,and of the Executive Committee, as well as the skills requiredof Board members, particularly in CSR;
• the co-option of a new director following a resignation, andthe renewal of a director's term of office to come at the 2024
General Meeting;• the annual review of the specific financial expertise of themembers of the Audit and Risks Committee;

The Compensation, Appointments and CSR Committee meetsat least twice a year and whenever it deems it necessary to doso, and prior to meetings of the Board of Directors scheduled
to discuss matters relating to its duties.
Convening notices are issued by the Chairman of the committee
and include the meeting agenda.

• the non-financial performance statement;• the update of the Internal Regulations of the Board of Directors.
In 2023, the Chairman and Chief Executive Officer worked with
the Committee on the selection of a new director, succession plansof Executive Management, members of the Executive Committee
and Extended Executive Committee and senior executives and thereview of the compensation policy for members of the Group
Executive Committee.

Succession plans
More specifically regarding succession plans, the committee
anticipates and prepares as best possible for the succession of
Executive Management (including the members of the Extended
Executive Committee, i.e., around 25 people), in order to coverany vacancy and thereby protect the interests of the Group andits shareholders. The succession plans in place were reviewed toensure the continuation of operations in the event of expected or
unexpected departures. These succession plans cover different
time horizons depending on the nature of the succession:• in the short term: in the event of unexpected departures (suchas resignation and death) and early departures (such as in theevent of poor performance or mismanagement); and• in the long term: in the event of expected departures (end ofterm of office, retirement).
The review of these plans aims in particular to define therequired profile of potential replacements based on:• the level of expertise and experience deemed necessary forthe positions concerned;• the talent management policy;• the Group's specific characteristics and its organization; and• succession plans of Executive Management, members of the
Executive Committee and Extended Executive Committee andsenior executives;• the Group's strategy and diversity policy.
Potential successors are identified:• inside the Group: through dedicated internal monitoring; and• the policy on diversity in the Group's management bodies;• the policy on professional and pay equality;• the results of the Group’s employee survey;• the Group’s People, Planet, Progress CSR policy, in particular
the review of the annual CSR performance;• non-financial ratings, in particular Edenred's inclusion in the CAC
40 ESG index, the S&P evaluation and the MSCI, DJSI and
Moody's ratings;• the 2050 net zero carbon target and the first action plans to
reduce emissions;• the update of indicators and their targets following the new
double materiality study carried out by Edenred;

308

Officers when reviewing the compensation policy for membersof the Group's Executive Committee.

2023 Universal Registration Document — Edenred• outside the Group: the key characteristics of the position are
passed on to a panel of recruitment agencies, whose mission
is to keep track of suitable candidates on the market.
Succession plans are reviewed annually by the Compensation,
Appointments and CSR Committee. This review was conductedby the committee at its meeting of April 13, 2023. During thereview, the functional and operational scope of each member ofthe Extended Executive Committee was examined in light ofeach position’s requirements, the member’s skill set, their
aspirations and the composition of their teams, in order to fill
any vacancies.

Board of Directors’ report on corporate governanceCorporate governance

6.1.2

6

Executive Management

Article 17 of the bylaws:
Pursuant to the legal and regulatory provisions in force,
Executive Management is taken on either by the Chairman of
the Board of Directors or by another natural person appointed
by the Board of Directors and bearing the title of Chief
Executive Officer.

The Board of Directors has the faculty to decide that the chosen
option will be effective until the Board of Directors votes
otherwise, under the same quorum and majority conditions.
When the Company's Executive Management is taken on by
the Chairman of the Board of Directors, the following
provisions, relating to the Chief Executive Officer, apply.

Based on a majority of votes casts by directors who are present
or represented by proxy, the Board of Directors chooses one of
the two different ways of exercising Executive Management.

On June 29, 2010, the Board of Directors decided to combine
the roles of Chairman of the Board of Directors and Chief
Executive Officer and confirmed this decision on September 10,
2015, when Mr. Bertrand Dumazy was appointed Chairman andChief Executive Officer and on May 3, 2018, when his term ofoffice as director was renewed. Following the renewal of Mr.
Bertrand Dumazy's term of office as director by the General
Meeting of May 11, 2022, based on the recommendation of the

6.1.2.1

Compensation, Appointments and CSR Committee, the Board of
Directors decided to renew Mr. Bertrand Dumazy's term of officeas Chairman of the Board of Directors and Chief Executive Officer
for the duration of his new term of office as director, i.e., at theclose of the General Meeting to be held in 2026 to decide on thefinancial statements for the financial year ending December 31, 2025
(see section 6.1 "Corporate Governance", page 269 of the Universal
Registration Document).

Appointment of the Chief Executive Officer

Excerpt from Article 18 of the bylaws:
No individual exceeding the age of 65 may be appointed as Chief Executive Officer. If a Chief Executive Officer in office exceeds theage limit of 65, the latter, at the first General Meeting held after his or her birthday, shall be deemed to have automatically resigned.

6.1.2.2

Powers of the Chief Executive Officer

Excerpt from Article 18 of the bylaws:
The Chief Executive Officer is invested with extensive powers
enabling him or her to act in all circumstances on behalf of theCompany. The Chief Executive Officer exercises his or her
powers within the limits of the corporate purpose and subject
to the powers that the legal and regulatory provisions in force
expressly confer to the General Meetings and to the Boardof Directors.
He or she represents the Company in its relationships withthird parties.
The Company is bound even by the actions of the Chief
Executive Officer that do not fall within the corporate
purpose, unless it proves that the third party knew that suchactions did not fall within the corporate purpose or that it
could not ignore such fact given the circumstances, it being
excluded that the publication of the bylaws alone would be
sufficient to constitute such proof.

Under the conditions provided for in the legal and regulatory
provisions in force, the undertakings, avals or guarantees given
on behalf of the Company are authorized by the Board of
Directors, or given by the Chief Executive Officer under theauthorization of the Board of Directors, for a duration thatcannot exceed one year, whatever the duration of theguaranteed commitments may be.
The Chief Executive Officer and Deputy Chief Executive
Officers can grant, with or without the faculty to substitute, alldelegations to all representatives that they elect, subject tothe restrictions provided for in the legal and regulatory
provisions in force.

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6

Board of Directors’ report on corporate governanceCorporate governance6.1.2.3

Restrictions on the powers of the Chief Executive Officer

Neither the bylaws nor the Board of Directors provide for any particular restrictions on the Chief Executive Officer's powers, which are
exercised in accordance with the legal and regulatory provisions in force, the bylaws, the Internal Regulations of the Board of Directors
and the guidelines adopted by the Board of Directors.
Article I.4.2 of the Board of Directors' Internal Regulations lays down the cases in which prior approval by the Board of Directors is required:

Excerpt from Article I.4.2 of the Internal Regulationsof the Board of Directors:• any and all bilateral or syndicated bank credit facilities;
However, credit facilities for amounts less than or equal to
EUR 300,000,000 per year do not require authorization,
provided that such a financial commitment is consistent
with, and undertaken in accordance with, the Group'sannual financial policy previously approved by the Boardof Directors. In such a case, the Board of Directors issubsequently informed by the Chief Executive Officer ofthe commitments underwritten;[The Board of Directors] systematically gives prior authorizations
for each of the following decisions or transactions:• any and all (immediate or deferred) financial commitments,
made by the Company or by one of the Group companies,
representing more than EUR 50,000,000 per transaction.
"Financial commitments" are defined as:• any and all acquisitions or disposals of business lines orassets or majority or minority interests in other companies
not controlled by the Company within the meaning of
Article L. 233-3 I. and II. of the French Commercial Code.
The amount of the commitment is considered as being
equal to the entity's enterprise value;• any and all direct investments (e.g. creation of an activity,
business line, subsidiary or expenditure on technologicaldevelopments);• rental and lease commitments, the amount for determining
the commitment corresponds to the market value of theleased asset;

Similarly, the Board's prior authorization is not requiredfor credit facilities granted for a period of less than one
year, regardless of the amount borrowed.
• any and all transactions, regardless of the amount, likely toaffect the Group's strategy or resulting in a material change
in the Group’s business scope (specially the entry in a new
business or withdrawal from an existing business) or outside
the scope of the Company’s declared strategy.
The material nature of the transactions concerned is assessedby the Chief Executive Officer or any other person duly
appointed to implement said transactions.

• any and all loans, or shareholder loans to entities notcontrolled by the Company as defined in Article L. 233-3 I.
and II. of the French Commercial Code;

6.1.2.4

Deputy Chief Executive Officers

Excerpt from Article 19 of the bylaws:
Upon the Chief Executive Officer's proposal, the Boards of Directors can appoint one or several natural persons in charge ofassisting the Chief Executive Officer with the title of Deputy Chief Executive Officer.
The Board of Directors has not appointed a Deputy Chief Executive Officer. The Chairman and Chief Executive Officer carries out his
duties with the help of an Executive Committee.

6.1.3

Executive Committee

Edenred's Executive Committee is made up of the Chairman andChief Executive Officer together with the heads of the key
corporate and operational functions.

As at December 31, 2023, the members of the Executive
Committee are:1. Bertrand Dumazy, Chairman and Chief Executive Officer;

When selecting members of the governing bodies of the Groupand its subsidiaries, and in particular the Executive Committee,
the guiding principle is to promote or hire the candidate of theleast represented gender, subject to suitable performance andaptitude. In this context, internal promotion is a priority; externalfirms are only commissioned in the absence of a suitable profile.
These firms are required to systematically present candidates ofeach gender so as to ensure a balanced representation of
women and men within the governing bodies of the Group andits subsidiaries.

2.

Jacques Adoue, Executive Vice-President, Human Resources& Corporate Social Responsibility;

3.

Emmanuelle Châtelain, Vice-President, Communications;

4.

Gilles Coccoli, Chief Operating Officer, Payment Solutions& New Markets;

5.

Diane Coliche, Chief Operating Officer, Mobility;

6.

Arnaud Erulin, Chief Operating Officer, Benefits and Engagement;

7.

Constance Le Bouar, Executive Vice-President, Strategy,
Marketing & Transformation;

8.

Philippe Relland-Bernard, Executive Vice-President, Legal &Regulatory Affairs;

9.

Julien Tanguy, Executive Vice-President, Finance; and10. Dave Ubachs, Executive Vice-President, Global Technology.

310

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate governance

6.1.4

Diversity

6.1.4.1

Policy on gender diversity in management bodies

Our ambition
Determined to reflect the diversity of its clients and aware thatdiversity is a source of well-being and performance, Edenred has
initiated a global action plan to guarantee the same career
opportunities for all its employees, regardless of country or entity.
At the end of 2023, within Edenred, women accounted for 52%
of the workforce and 44% of management positions.

6

A policy targeting the Group's management bodies (the "target
population") has also been developed and is structured aroundfour segments:• the Extended Group Executive Committee (“E-GEC”), whichmainly brings together the Group’s Executive Committee, theRegional Directors and the General Managers (“GMs”) of themain business units;• the General Managers of our business units;• the Country and Regional Management Committees;• the executive teams at corporate headquarters reporting
directly to a member of the Group Executive Committee.

For each of these categories, the aim is to set objectives that are aligned with our ambitions. The following targets have been defined:

Gender diversity in management bodies
2021

2022

2023

2030

Target

30%

31%

33%

40%

Target achievement

34%

33%

37%

-

At the end of 2023, the target of women holding 33% ofexecutive positions has been exceeded and has reached 37%.
The strategy developed in 2018 to achieve our gender diversity
policy is based on three pillars:• recruitment;• promotion;• retention.

Recruitment
Recruitment is a key avenue for improving the gender diversityof the Group's management bodies.
A message was sent to all General Managers in 2018 requiring
partner recruitment agencies to present at least one person of
the underrepresented gender in the short-list of applicants for
positions associated with the target population.
Once the short-list has been obtained, if the person of theunderrepresented gender has the attitude and skills necessary
for the position, then he or she will be selected.
In addition, we ensure that all genders are represented in thegroup of people in charge of selecting applicants.

Promotion
Gender diversity in the Group's talent programs
In addition to recruitment, particular attention has been paidsince 2019 to diversity in the Group's talent programs, such as
Talent Week and the Edenred Executive Academy.
For Talent Week, which is aimed at high-potential managers witharound ten years of professional experience, the target quota for
the underrepresented gender is at least 40% of participants. In
2023, women accounted for 59% of the employees enrolled in
the program.

These targets, which may be reassessed over the years, will enable
us to step up the presence of women in our flagship talent
programs, as of today, through increasingly practical initiatives.

Closer attention to talent management
The pool of female talent at Edenred is not yet sufficiently
developed, forcing us to recruit externally in order to meet our
diversity objectives. To promote female talent more effectively,
we need to improve the management of our succession plans.
Since early 2021, high-potential women employees are identified
and monitored to create a pool of talent for the Group's
management bodies. This enables them to receive better support
in terms of talent development and career advancement.

Retention
An internal mentoring program was launched in 2020 for women
who are members of country management committees or havebeen identified as high-potentials among the Group's
management teams (after participating in Talent Week, forexample). This program is designed to boost women's
confidence in their ability to take on positions with a higher levelof responsibility in the company. The mentors were from among
the General Managers, E-GEC members or women who had been
mentored in the past. In 2021, nearly 34 pairs were created. A
survey conducted among the 2020 and 2021 program
participants showed a high level of satisfaction. It was therefore
decided to renew this initiative. In 2023, the program was
extended to 50 pairs. Women account for 90% of the mentored
employees and the program was opened up to Talent Managers
to prepare the next generation of female managers. The
program will be further extended in 2024, to build on its success.
For mentors, an interesting "reverse mentoring" effect was
brought to light, with mentors becoming more aware of the
difficulties faced by women in the development of their careers.

For the Edenred Executive Academy, which is aimed at moreexperienced employees (more than 15 years of professional
experience), the target quota for the underrepresented genderis at least 35% of participants. In 2022, women accounted for
46% of the employees enrolled in the program. A new version ofthis program will be launched in 2024, the "Dream Team
Bootcamp", with the same diligence.

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Board of Directors’ report on corporate governanceCorporate governance

Additional initiatives
On top of the initiatives implemented as part of the Recruitment,
Promotion and Retention pillars, other important steps are also
being taken:• regular dialogue on diversity within the Compensation,
Appointments and CSR Committee. This committee addresses
the diversity and inclusion strategy, discusses action plans andmonitors the effectiveness of actions taken at Group andcountry level;• an “Eden” network and Human Resources teams at country
level foster diversity and inclusion initiatives throughout theyear to raise awareness. This network communicates througha digital group and the HR network;

6.1.4.2• addition to the e-learning platform of a module on diversity
and inclusion. A mandatory module dealing with unconscious
bias was made available in November 2021; in 2023, theintercultural awareness module "Promoting diversity,
inclusion and being part of a team" also became compulsory
for all employees;• over the course of 2023, all recruitment firms working with
Edenred were required to sign a commitment to gender
diversity;• encouragement given to front-line teams to implement
diversity and inclusion initiatives that go beyond the legal andregulatory requirements applicable in their country;• initiatives to monitor and increase representation of theunderrepresented gender in internal and external events,
such as forums, conferences and General Meetings.

Gender diversity in the 10% of positions with the highest levels of responsibility

At December 31, 2023, the proportion of women in the 10% of positions with the highest levels of responsibility at the company
Edenred (33 positions) was 36.4% (12 positions).

6.1.5

General Meetings

6.1.5.1

Convening of General Meetings

Article 23 of the bylaws:
General Meetings are convened under the conditions set by thelegal and regulatory provisions in force.
Pursuant to the legal and regulatory provisions in force, any
shareholder has the right to attend General Meetings and to
take part in the resolutions or to be represented by proxy,irrespective of the amount of shares it holds, if, under theconditions provided for in the legal and regulatory provisions inforce, it justifies the registration of shares in its name – or as
long as the Company's shares are admitted to trading on aregulated market, in the name of the intermediary registered on
the shareholder's behalf pursuant to paragraph seven of
Article L.228-1 of the French Commercial Code – on the second

6.1.5.2

The registration or accounting entry of shares in the bearer
share accounts held by the authorized intermediary isrecorded by a share ownership certificate issued, electronically
if necessary, by the latter under the conditions provided for in
the legal and regulatory provisions in force.
The meetings are held at the registered office or at any otherplace specified in the convening notice.

Conduct of General Meetings and conditions and procedures for participating

Article 24 of the bylaws:
Any shareholder has the right to take part in the General
Meetings or to be represented by proxy under the conditions
determined in the legal and regulatory provisions in force.
Shareholders can cast their vote by post pursuant to
Article L.225-107 of the French Commercial Code. The proxy/
postal voting form may be sent to the Company or to theCompany's registrar in paper form or, by decision of the Boardof Directors published in the notice of meeting, by electronic
mail in accordance with the conditions provided for in the legal
and regulatory provisions in force.
If the Board of Directors so decides when the General Meeting
is convened, shareholders may also participate in and vote at
the General Meeting by videoconference or by any other312

business day prior to the date on which the General Meeting isheld, at 12:00 am, Paris time, either in registered shareaccounts held by the Company, or, as long as the Company's
shares are admitted to trading on a regulated market, inbearer share accounts held by one of the authorizedintermediaries, referred to in paragraphs 2 to 7 of Article
L.542-1 of the French Monetary and Financial Code.

2023 Universal Registration Document — Edenredmeans of electronic telecommunication or remotetransmission that allows them to be identified in accordancewith the conditions provided for in the legal and regulatory
provisions in force.
In addition, and if the Board of Directors so decides when the
General Meeting is convened, shareholders may also request
an admission card electronically.
Are deemed present, for the calculation of the quorum andthe majority, the shareholders who take part in the General
Meeting by videoconference or by any other means ofelectronic telecommunication or remote transmission thatallow them to be identified, and the nature and conditions ofapplication of which are determined by the legal and regulatory
provisions in force.

Board of Directors’ report on corporate governanceCorporate governanceIf the Board of Directors so decides when the General Meeting isconvened, the entire General Meeting may be publicly broadcast
by videoconference or any other means of telecommunication
or remote transmission, including via the Internet.
In the event of an electronic signature of the postal voting
form by the shareholder or its legal representative or in theevent of an electronic signature of the proxy form by theshareholder, thus enabling it to be represented at a General
Meeting, such signature will have to:• either take the form of a secured electronic signature
pursuant to the conditions determined by the legal andregulatory provisions in force,• or take the form of a registration by the shareholder via anaccess code and a unique password on the Company's
website, if such website exists, pursuant to the legal andregulatory provisions in force; such procedure will beconsidered to be a reliable and secure identification
procedure guaranteeing the shareholder's link with the
instrument that contains the electronic signature, within
the meaning of the first sentence of the second paragraphof Article 1316-4 of the French Civil Code.
Each share gives right to one vote, except in the case wherethe voting right is regulated by the legal and regulatory
provisions in force. A voting right that is double that of a rightattached to the other shares, regarding the proportion of theshare capital that they represent, is attributed to all the sharesthat are fully paid up and for which proof can be provided ofregistration of at least two years in the name of the same
shareholder.
In addition, in case of an increase in the capital following theincorporation of reserves, profits or issue premiums, a double
voting right applies to registered shares, as soon as they havebeen issued, that are allocated to a shareholder for free on thebasis of old shares for which it benefits from said right.
Any share that has been converted into a bearer share or thathas seen its ownership changed loses the double voting right.

6.1.5.3

6

However, the transfer following an inheritance, a liquidation of
joint ownership between spouses or a donation between
living persons for the benefit of a spouse or a parent entitling
one to inherit does not result in the loss of the acquired rightand does not interrupt the two-year period provided for in this
Article. The merger of the Company has no effect on the
double voting right, which can be exercised within theabsorbing company, if this is established in its bylaws.
When shares are held by a beneficial and non-beneficial owner,
the voting right attached to these shares belong to thebeneficial owner in the Ordinary and Extraordinary General
Meeting, subject to the non-beneficial owner's right to vote inperson when a unanimous shareholders vote is required in thelegal and regulatory provisions in force.
The General Meetings are chaired by the Chairman of theBoard of Directors or, failing that, by a director who has been
appointed especially for such purpose by the Board of
Directors. Failing that, the General Meeting appoints its
Chairman itself.
The duties of the Scrutineer (scrutateur) are carried out by thetwo present and consenting members of the General Meeting,
who by themselves or as representatives have the largest
number of votes. The General Meeting Committee (Bureau)that has so been constituted appoints the Secretary, who canbe appointed from outside the shareholders.
An attendance sheet is kept under the conditions provided forin the legal and regulatory provisions in force.
Copies or extracts of the minutes of General Meetings arevalidly certified by the Chairman of the Board of Directors, by
the Chairman of the meeting or by the Secretary of theGeneral Meeting.
Ordinary and Extraordinary General Meetings fulfilling theconditions of quorum and majority required by the provisions that
respectively govern them, exercise the powers that have been
granted to them by the legal and regulatory provisions in force.

Summary table of authorizations and delegations in force granted by the General
Meeting and their utilization in 2023 and early 2024 (until February 28, 2024)

Pursuant to Articles L.225-129-1 and L.225-129-2 of the French
Commercial Code, the General Meeting may grant delegations to
the Board of Directors as regards capital increases.
On that basis, the Combined General Meetings of May 11, 2021,
May 11, 2022, and May 11, 2023, granted the Board of Directors thefinancial authorizations and delegations set out in the table below.
It is further specified that in addition to these authorizations anddelegations in the area of share capital increases, the General
Meeting authorized the Board of Directors to proceed with sharebuybacks as well as share capital reductions by canceling sharesbought back and that these authorizations were used by the
Board of Directors in 2023 and the beginning of 2024 (seesection 7.2.3 "(c) Utilization of authorizations granted by theGeneral Meeting" in of the Universal Registration Document,
page 352).
The renewal of all financial authorizations will be put to the General
Meeting of May 7, 2024, with the exception of the authorization
concerning the free allocation of performance shares to
employees and corporate officers (see section 8 “General
Meeting” of the Universal Registration Document, pages 369-372
and 376-386).

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6

Board of Directors’ report on corporate governanceCorporate governanceUtilization
Type ofauthorization

Date ofauthorization

Maximum amount authorized

Duration

In 2023

In 2024(until February 28)

Equity securities:€164,728,118

Duration:
26 months

None

None

Debt securities:€1,647,281,180

Expirydate:
July 11, 2024

Equity securities:€24,958,805(1)Duration:
26 months

None

None

None

None

None

None

None

None

None

None

None

None

626,185
performance
Early shares allocated on(17th resolution) This ceiling counts towards the ceilings termination: February 23, 2023
(i.e., 0.25% of theset in the 16th and 17th resolutions of May 11, 2023
share capital as at
the General Meeting of May 07, 2020
the allocation date)

INCREASE OF SHARE CAPITAL
Issuance withpre-emptive
subscription rights

GeneralMeeting of
May 11, 2022
(16th resolution)

GeneralIssuance by public
Meeting ofoffer (excluding
qualified investors)
May 11, 2022
without(17th resolution)
pre‑emptive
subscription rights

Public offer
General(exclusively for
Meeting of
qualified investors)
May 11, 2022
without(18th resolution)
pre‑emptive
subscription rights

Increase in theamount ofissuances that areoversubscribedIssuance
to remuneratecontributions
in kind

Capitalizationof reserves, profit,
premiums or otherDebt securities:€750,000,000(1)Expirydate:
These ceilings count towards the July 11, 2024
ceilings set in the 16th resolution of theGeneral Meeting of May 11, 2022
Equity securities:€24,958,805(1)Duration:
26 months

Debt securities:€750,000,000(1)Expirydate:
These ceilings count towards the July 11, 2024
ceilings set in the 16th and 17th
resolutions of the General Meetingof May 11, 2022

Duration:
General 15% of the amount of the initial issuance
Meeting ofThis ceiling counts towards the 26 months
May 11, 2022 ceilings set in the 16th resolution of the
Expirydate:(19th resolution) General Meeting of May 11, 2022, andthe specific ceiling set in the July 11, 2024
resolution used for the initial issuance
GeneralMeeting of
May 11, 2022
(20th resolution)
GeneralMeeting of
May 11, 2022
(21st resolution)

Equity securities: €24,958,805(1)Debt securities: €750,000,000(1)Duration:
26 months

ExpiryThese ceilings count towards the ceilings
date:
set in the 16th and 17th resolutions of
the General Meeting of May 11, 2022 July 11, 2024
Equity securities:€164,728,118

Duration:
26 months

This ceiling counts towards the
Expiryceiling set in the 16th resolution of thedate:
General Meeting of May 11, 2022 July 11, 2024

EMPLOYEE SAVINGS
Issuance reserved
for membersof a savings plan
without
pre-emptive
subscription rights
Free allocationof performance
sharesGeneralEquity securities:
Duration:
Meeting of€9,983,522 26 months
May 11, 2022 This ceiling counts towards the ceilings
Expiry(22nd resolution)
set in the 16th and 17th resolutions ofdate:
the General Meeting of May 11, 2022 July 11, 2024
1.5% of the share capital as atGeneralMeeting of the allocation date (of which 0.1% for
May 11, 2021 the Chairman and Chief Executive Officer)

Duration:
26 months

N/A

1.5% of the share capital as at theGeneralMeeting of allocation date (of which 0.1% for the
May 11, 2023 Chairman and Chief Executive Officer)

Duration:
26 months

935,926
performance
shares allocated on
February 28, 2024
(i.e., 0.37% of theshare capital as at
the allocation date)

23,950
performance
Expiry shares allocated on
July 26, 2023th
(11 resolution) This ceiling counts towards the ceilings
date:(i.e., 0.01% of theset in the 16th and 17th resolutions of July 11, 2025
share capital as at
the General Meeting of May 11, 2022
the allocation date)(1) Common ceiling applicable to the 17th, 18th and 20th resolutions of the General Meeting of May 11, 2022.

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6.2

Corporate officers’ compensation

The information on corporate officers' compensation pursuant to
the legal and regulatory provisions in force is presented below:• the first sub-section (6.2.1) presents the corporate officers'
compensation policy to be submitted to shareholders forapproval (ex ante vote) at the Combined General Meeting of
May 07, 2024, in the 6th resolution (Chairman and Chief
Executive Officer) and the 7th resolution (other members of
the Board of Directors), in accordance with Article L.22‑10‑8(II.) of the French Commercial Code;• the second sub-section (6.2.2) presents the disclosuresreferred to in Article L.22-10-9 (I.) of the French Commercial
Code, concerning the total compensation paid during, orawarded for, the 2023 financial year to the corporate officers
for their services in this capacity. The said disclosures will be
submitted to shareholders for approval (global ex post vote) at

6.2.1

6

the Combined General Meeting of May 07, 2024, in the
9th resolution, pursuant to Article L.22-10-34 (I.) of the French
Commercial Code;• the third sub-section (6.2.3) presents the fixed, variable andexceptional components of the total compensation andbenefits of any kind paid during, or awarded for, the 2023
financial year to Mr. Bertrand Dumazy, Chairman and Chief
Executive Officer, and which will be submitted to shareholders
for approval (specific ex post vote) at the Combined General
Meeting of May 07, 2024, in the 10th resolution, pursuant to
Article L.22-10-34 (II.) of the French Commercial Code; and• the fourth and final sub-section (6.2.4) presents additional
disclosures concerning corporate officers' compensation thatare not submitted to shareholders for approval.

Corporate officers’ compensation policy (ex ante vote)

Decision-making process
The corporate officers' compensation policy is determined by the
Board of Directors based on the recommendation of theCompensation, Appointments and CSR Committee. The Board
considers the compensation policy as a whole and takes into
account each of its components, which are as follows:• for members of the Board of Directors: an annualcompensation, comprising a fixed and a variable portion basedon attendance;• for the Chairman and Chief Executive Officer: an annual fixedcompensation, an annual variable compensation, a long-termcompensation, as well as other commitments and benefits.
The decision-making process of the Compensation, Appointments
and CSR Committee is based on several discussions held
throughout the year and preparatory work conducted under thesupervision of the committee's Chairman. This work conducted
throughout the year includes:• reviewing corporate officers' compensation data from comparable
companies;• monitoring changes in legal and regulatory provisions,
corporate governance best practices, guidelines and codes;• the votes cast by the shareholders and, as the case may be,
any opinions expressed during the General Meeting having
approved this policy (the Board of Directors has taken note of
the vote and opinions expressed by shareholders at the 2023
General Meeting for its forthcoming work on the new
authorization to allocate performance shares (long-termcompensation for the Chairman and CEO), which will be
proposed at the 2025 General Meeting); and• regarding the Chairman and Chief Executive Officer, analyzing
his performance and that of the Company, ensuring that his
objectives are in line with Group strategy and shareholders'interests. This work is used as a basis to assess the prior year's
performance and set targets and compensation for thefollowing year.
The Compensation, Appointments and CSR Committee regularly
engages external consultants, particularly the firm Mercer, toperform benchmark studies of the Chairman and Chief Executive
Officer's compensation. These analyses are based on a peergroup of the other companies from a variety of sectors includedin the CAC 40 index.

The compensation policy submitted to the Combined General
Meeting of May 07, 2024, was set by the Board of Directors at its
meeting on February 26, 2024, based on the recommendationsof the Compensation, Appointments and CSR Committee. In
accordance with Article L.22-10-8 (II.) of the French Commercial
Code, it will be submitted to shareholders for approval at theupcoming General Meeting, in the 6th and 7th resolutions.
The main changes in the compensation policy submitted to the
Combined General Meeting of May 07, 2024, compared with thatapproved by the Combined General Meeting of May 11, 2023, areas follows:• increase the total annual aggregate amount allocated to themembers of the Board of Directors in order to partially offset
the compensation of directors in line with market practices inFrance, to allocate additional compensation to directors
residing outside Europe and physically attending Board
meetings, to pay compensation for any additional Board
meetings, and to allow for the potential arrival of anadditional director;• increase the ceiling on long-term compensation for the
Chairman and Chief Executive Officer to 120% of the annual
fixed and maximum variable compensation. This change would
enable the Board of Directors, where applicable, to adjust theallocation of performance shares as from the first 2025
quarter in the context of an upcoming term of office renewal
and to increase the weighting of long-term performance inthe compensation package. It should also be noted that thecompensation paid to the Chairman and Chief Executive
Officer is below the average compensation of theaforementioned peer group (82% of the median for fixedcompensation, 86% for annual fixed and variable compensation).
Finally, in accordance with the applicable laws and regulations, theBoard of Directors and the Compensation, Appointments andCSR Committee pay close attention to preventing and managing
any conflicts of interest that may arise during the decisionmaking process, pursuant to the policy on the prevention of
conflicts of interest set out in the Internal Regulations of theBoard of Directors.

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6

Board of Directors’ report on corporate governanceCorporate officers’ compensation

Philosophy
The corporate officers' compensation policy is determined basedon an assessment of the level and difficulty of their role, theirexperience, and observed practices in the aforementioned peergroup of French companies from a variety of sectors.
All of the components of the corporate officers' compensation
comply with the legal and regulatory provisions in force, as wellas the AFEP/MEDEF Code under the conditions provided by law.
The corporate officers' compensation policy:• is in line with the Company’s interest – as it is being utilized
to achieve the objectives of the Beyond22-25 strategic plan. In
general, the main performance conditions used are alignedwith the Group's performance indicators;• contributes to the Company's long-term sustainability –because the long-term compensation represented by theperformance share plan provides a long-term incentive for
executive corporate officers thereby enhancing their loyalty
and incentives to achieve sustainable performance;• is part of the Company’s growth strategy – the Beyond22-25
strategic plan is designed to take full advantage of Edenred’s
digital platform business model and enables the Group to set
itself even bigger ambitions for sustainable and profitable
growth than in its previous strategic plans. The Group has also

placed CSR at the heart of its Beyond22-25 plan by announcing
an acceleration in its non-financial commitments. The annual
variable and long-term compensation includes quantifiablefinancial objectives aligned with the new annual objectives
defined as part of this strategic plan and include CSR criteriathat are consistent with the Group's strategy.
More specifically as regards to the Chairman and Chief Executive
Officer, the Board of Directors has set diverse and challenging
performance criteria, which are used to have a clear understandingof his performance, in line with the Group's strategy andshareholders' interests. The rules for determining compensation
take into account the need to attract, retain and motivate highperforming executive corporate officers while aligning theirinterests with those of the Company and of shareholders.
Performance assessment is based on a balance between financial
and non-financial criteria, including a greenhouse gas reduction
criterion, a fair distribution of quantifiable business objectives
between the Group's three business lines, i.e., Employee Benefits,
Mobility and Complementary Solutions, as well as a balance
between short-term and long-term performance. More than 80%of the Chairman and Chief Executive Officer's total compensation
is subject to the satisfaction of criteria related to the Group's
short- and long-term performance, including 60% related to longterm performance.

Directors' compensation
Compensation structure
On the recommendation of the Compensation, Appointments
and CSR Committee, the Board of Directors allocates the annual
fixed amount awarded by the General Meeting based inparticular on each director's attendance rate at Board of
Directors' meetings and at meetings of any committee of which
he or she is a member(1).
The allocation of this amount is as follows:• the duties of Board members are compensated with a fixed
portion of a flat amount and with a variable portion based on
the number of Board meetings attended in a given financial
year and, for directors residing outside Europe, an additionalvariable portion based on the number of Board meetingsphysically attended in a given financial year; the amount of thevariable portion is higher than the amount of the fixed portion;• the duties of Vice-Chairman of the Board of Directors arecompensated with an additional fixed portion of a flat amount;• the duties of members of a Board Committee arecompensated with a variable portion based on the number ofcommittee meetings attended during a given financial year,with Audit and Risks Committee members entitled to a larger
variable portion than members of the other committees;• the duties of committee Chairman are compensated with afixed portion of a flat amount defined for each of thecommittees, with the Chairman of the Audit and Risks
Committee entitled to a larger fixed portion than thatawarded to the other committee Chairmen;• directors who also hold the position of Chairman and Chief
Executive Officer, Chief Executive Officer or Deputy Chief
Executive Officer of the Company are not entitled to any
compensation for their duties as members of the Boardof Directors.
These principles comply with the recommendations of the
AFEP/MEDEF Code, which are as follows:• a variable portion (representing the largest part of eachdirector's compensation) that takes into account directors'
attendance at Board meetings;• an additional amount allocated for chairing or attending
Board committees; and• an amount that reflects the level of responsibility assumed
and time spent in the role of director.

(1) As of the date of this compensation policy, the total compensation budget amounts to €840,000 as set by the General Meeting of May 11, 2023. The 2024
General Meeting will include a proposal to raise the amount to €1,000,000 in order to partially offset the compensation of directors in line with market
practices in France, to allocate additional compensation to directors residing outside Europe and physically attending Board meetings, to pay compensation for
any additional Board meetings, and to allow for the potential arrival of an additional director.

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6

Subject to any changes in the membership of the Board of Directors during the financial year and the approval of the new annual
amount by the General Meeting of May 7, 2024, the amount would be set as follows:
Chairman and Chief
Executive Officer

Compensation, Appointments
and CSR Committee

None€17,300 per year

Variable portion€4,850 per Board meeting attended

Member residing
outside Europe

Variable portion€2,000 per Board meeting attended in person(within the limit of the five meetings initiallyscheduled for the year)

Board of Directors

Commitments Committee

Variable portion
Fixed portion

Each member

Audit and Risks Committee

Fixed portion

Vice-Chairman

Additional fixed portion€17,300 per year

Chairman

Fixed portion€19,600 per year

Each member

Variable portion€7,500 per committee meeting attended

Chairman

Fixed portion€17,400 per year

Each member

Variable portion€6,400 per committee meeting attended

Chairman

Fixed portion€17,400 per year

Each member

Variable portion€6,400 per committee meeting attended

Renewal of a director's term of office and appointment of a new director
The compensation and allocation principles described above will also apply to any director whose term of office is renewed or to any
new director appointed (including through co-option) during the application period of this compensation policy (on a prorated basis
if appropriate).

Chairman and Chief Executive Officer's compensation
The Chairman and Chief Executive Officer will not receive any compensation for his duties as director and Chairman of the Boardof Directors.
In addition, the Chairman and Chief Executive Officer may not have an employment contract while holding executive office.
The structure of annual variable compensation is the same as that approved by the Combined General Meeting on May 11, 2023. His
compensation is broken down below:· Target compensation structure
Performance shares (maximum) 60%

Long-term (60%)

Compensation subject to performance conditions 82%

18% Annual ﬁxed compensation

Annual (40%)

22% Annual variable compensation· Maximum compensation structure
Performance shares 55%

Long-term (55%)

Compensation subject to performance conditions 84%

16% Annual ﬁxed compensation

Annual (45%)

29% Annual variable compensation

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6

Board of Directors’ report on corporate governanceCorporate officers’ compensation

Annual fixed compensation
The Chairman and Chief Executive Officer's annual fixed compensation
is paid in 12 monthly installments and is based on:• the complexity of his duties and difficulty of the responsibility
assumed;• his professional experience and expertise;• benchmark studies
competitiveness).

ofcomparable

functions(external

The Chairman and Chief Executive Officer’s gross annual fixedcompensation amounts to €1,030,000, unchanged since theBoard of Directors’ decision of February 20, 2023.
The Chairman and Chief Executive Officer’s annual fixedcompensation is revised at fairly long intervals or at the end ofeach four-year term. However, it may be revised earlier in theevent of a significant change in the scope of his responsibilities,
significant inflation, or a wide gap as to his positioning on themarket. In these specific circumstances, the revised annual fixedcompensation and the reasons for its revision will be disclosed
and submitted to a vote at the General Meeting.

Annual variable compensation
Structure of annual variable compensation
The Chairman and Chief Executive Officer will receive a target annual variable compensation of €1,236,000 (i.e., 120% of the annual fixedcompensation) if the targets set are achieved (“target variable”).
If the quantifiable objectives are exceeded, the Board of Directors may increase the annual variable compensation to €1,854,000(i.e., 180% of the annual fixed compensation).
The charts and table below summarize the structure of annual variable compensation:· Target (expressed as a % of the total)
EBITDA 42%

21% CSR and management

8% Objective related to growth by distribution
channel/customer type

8% Objective related to growth by product line

Quantiﬁable objectives 79%
EPS 13%

8% Overall growth eﬃciency· Maximum (expressed as a % of the total)
EBITDA 45%

14% CSR and management
8% Objective related to growth by distribution
channel/customer type

8% Objective related to growth by product line
Quantiﬁable objectives 86%
EPS 14%318

2023 Universal Registration Document — Edenred

11% Overall growth eﬃciency

Board of Directors’ report on corporate governanceCorporate officers’ compensation

Relative weight of each indicator basedon target variable

Maximum weight of each indicator
if outperformance

EBITDA(like-for-like)€515,000(50% of the annual fixed compensation)€824,000(80% of the annual fixed compensation)

Earnings per share (EPS) (atconstant exchange rates)€154,500(15% of the annual fixed compensation)€257,500(25% of the annual fixed compensation)

Sub-total€669,500(65% of the annual fixed compensation)€1,081,500(105% of the annual fixed compensation)

Overall growth efficiency(e.g., transformation rate)€103,000(10% of the annual fixed compensation)€206,000(20% of the annual fixed compensation)

Objective related to
growth by product lines(e.g., Mobility)€103,000(10% of the annual fixed compensation)€154,500(15% of the annual fixed compensation)

Objective related to
growth by distribution
channel/customer typology(e.g., digital sales to SMEs)€103,000(10% of the annual fixed compensation)€154,500(15% of the annual fixed compensation)€309,000(30% of the annual fixed compensation)€515,000(50% of the annual fixed compensation)

Performance indicator
Quantifiablefinancial
objectives

Quantifiablebusiness
objectives linked
to the Group's
strategy

Sub-total
Qualitative CSR(1) andmanagement(2) objectives
OVERALL RATE OF ACHIEVEMENT
OF THE OBJECTIVES

6€257,500(25% of the annual fixed compensation)€1,236,000(120% of the annual fixed compensation)€1,854,000(180% of the annual fixed compensation)(1) Implementation of the three focus areas of the Group’s sustainable development policy: People (improve quality of life), Planet (preserve the environment)
and Progress (create value responsibly). It consists of eight long-term commitments that are regularly re-assessed. These commitments are supported bytargets to be met in 2024 and 2030. The Board of Directors monitors the improvements in these indicators delivered by the Chairman and Chief Executive
Officer and all of the Group's teams. The eight commitments cover the following:
1) the percentage of women in executive positions (People);2) the training of Group employees (People);3) the number of days devoted to volunteering by Group employees (People);4) the reduction in carbon footprint (Planet);
5) user and merchant awareness of sustainable nutrition and user accessibility to soft mobility hubs (Progress);6) the proportion of business volumes processed through certified payment authorization platforms (Progress);7) the percentage of employees covered by quality certification (Progress); and8) the percentage of Group employees who have approved the charter and other workers covered by the charter (Progress).
(2) Assessment of the Chairman and Chief Executive Officer’s management skills.

All the criteria have measurable objectives approved by the
Board of Directors.
The objectives and their targets are set in a clear and measurable
way at the beginning of the performance period. These targets,
although challenging, can be reached. The Board of Directors
carries out a detailed evaluation of the performance of the
Chairman and Chief Executive Officer on the basis of the targetsof these objectives, in accordance with legal and regulatory
provisions in force. However, the Company does not wish todisclose them for obvious confidentiality reasons.
The Group operates in a highly competitive technologicalenvironment in all its main markets in Europe, Latin America andthe United States, as well as in all its business lines, where all its
competitors, without exception:• are new entrants with major financing and without transparencyor short-term profitability constraints; or• are not publicly listed and therefore not subject to transparency
and market disclosure requirements; orModalities in case of taking up office
If a new Chairman and Chief Executive Officer were to beappointed, the same principles would apply, with the amountprorated to the period served. However, if the new appointment
was made in the second half of the financial year, performance
would be assessed by the Board of Directors based on therecommendation of the Compensation, Appointments andCSR Committee.

Modalities in case of loss of office
If the Chairman and Chief Executive Officer were to stand down
during the financial year, the amount of the variable portion ofcompensation for that financial year would be based on:• his performance as assessed by the Board of Directors, basedon the recommendation of the Compensation, Appointments
and CSR Committee; and• the period served during the financial year concerned.

• when listed, are not subject to transparency requirements
imposed by the Company's location in France or provide very
limited disclosure on their activity, despite the fact that themarkets in which these companies compete with the Groupaccount for a significant portion of their profitability.

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Board of Directors’ report on corporate governanceCorporate officers’ compensation

Long-term compensation
The Chairman and Chief Executive Officer is entitled tolong‑term compensation in the form of performance shares, themain terms of which are described below.

Long-term compensation structureThis mechanism, to which all key executives of the Group are also
entitled, is particularly appropriate for the Chairman and Chief
Executive Officer given the direct contribution he is expected tomake to the Company's overall long-term performance. In linewith market practices and the Company's strategy, thismechanism is based on the award of performance shares, which
not only help to incentivize and retain the beneficiaries but also
to align their interests with the interest of the Company and thatof the shareholders.
The performance shares allocated free of charge vest only if the
Chairman and Chief Executive Officer is still in office at the endof the three-year vesting period and the following three
performance conditions are met over that period. These
performance conditions have been selected from among theGroup's most representative performance indicators and areclosely linked to the creation of shareholder value, namely:• the like-for-like EBITDA growth rate;• Edenred's total shareholder return (TSR) compared with theaverage TSR for companies included in the SBF 120 index; and• the achievement of a CSR criterion including diversity within theGroup's management bodies, greenhouse gas emissions reduction
and awareness of sustainable nutrition and mobility at constantscope – enabling the Group to offer long-term development
opportunities that are satisfactory to all stakeholders.
Measurements for these criteria are presented in this Universal
Registration Document, page 350.

Ceiling
The award-date value of the performance share awards may notexceed 120% of the annual fixed and maximum variable
compensation of the Chairman and Chief Executive Officer at theaward date.

Grant periods

Exceptional compensation
The Board of Directors adopts the principle according to which
the Chairman and Chief Executive Officer could receive an
exceptional compensation in certain circumstances, which shall be
disclosed in detail and substantiated, it being reminded thatpayment of an exceptional compensation is subject to approvalby the shareholders in accordance with Articles L.22-10-8 andL.22-10-34 (II.) of the French Commercial Code. The exceptional
compensation may be paid in cash and/or in performance shares
allocated free of charge; it may not exceed the equivalent of
100% of the Chairman and Chief Executive Officer's annual fixed
and maximum variable compensation.

Multi-annual variable compensation
The Board of Directors has decided not to provide for cash-based
long-term compensation, preferring to focus on share-based
incentives to align the interests of the Chairman and Chief Executive
Officer with those of the shareholders and the Company.
However, such a mechanism could be envisaged should regulatory
developments or other circumstances make the use of share‑based
incentives ineffective, restrictive or impossible.

Other commitments and benefits
The other commitments and benefits to which the Chairman andChief Executive Officer may be entitled are presented below.

Death/disability and health insurance
The Chairman and Chief Executive Officer is covered by thedeath/disability and health insurance plan set up for employees,
which has been extended to include the Chairman and Chief
Executive Director.

In accordance with the AFEP/MEDEF Code, performance shareplans are always established at the same calendar period, i.e.,
after the publication of the annual results.

Profit-sharing

Risk coverage

Company car

In accordance with the AFEP/MEDEF Code, the executive
corporate officer(s) agree not to hedge the related equity risk
until the end of the lock-up period set by the Board of Directors.

The Chairman and Chief Executive Officer is entitled to
a company car.

Modalities in case of loss of office
If the Chairman and Chief Executive Officer is forced to standdown during the vesting period, for any reason whatsoever andas this concept is assessed in the context of termination benefits,
he will retain the right to one-third of the shares awarded foreach year of presence during the three-year vesting period. The
performance conditions set at the award date must be met in allcases in order for the performance shares to vest.

320

The Chairman and Chief Executive Officer will forfeit the right tothe performance shares initially allocated if he resigns during thevesting period, unless the Board of Directors decides that he willretain the right to one-third of the shares allocated for each yearof presence during the three-year vesting period. In this case,the performance conditions set at the allocation date must still
be met in order for the performance shares to vest.

2023 Universal Registration Document — Edenred

The Chairman and Chief Executive
by Edenred’s profit sharing agreement.

OfficeriscoveredSupplementary pension benefits
The Chairman and Chief Executive Officer participates in two
defined-contribution pension plans corresponding to Article 82
and Article 83 of the French General Tax Code (Code général desimpôts). Employees must have been with the company for atleast one year to benefit from these schemes.
The maximum percentage of the reference income which the
supplementary pension plan would confer must not be greaterthan 45% of the reference income (annual fixed and variable
compensation due in respect of the reference period).

Board of Directors’ report on corporate governanceCorporate officers’ compensation

Article 82

Non-compete commitments

In addition to an "Article 83" defined-benefit pension plan, as
defined in the French General Tax Code, certain senior executivesof the Company, including the Chairman and Chief Executive
Officer, participate in an "Article 82" funded defined‑contribution
plan (under this plan, retirement savings are invested in an
individually managed insurance policy), set up to replace the"Article 39" defined-benefit plan that was closed on December
31, 2019, in accordance with regulatory developments
including the government order dated July 3, 2019, on definedbenefit plans. This is a group pension insurance contract with
optional individual enrolment.

No non-compete commitments have been entered into with the
Chairman and Chief Executive Officer.

Furthermore the annual contribution rate is determined as apercentage of the gross annual compensation of the Chairman
and Chief Executive Officer (annual fixed and variable
compensation), with progressive rates applied on multiples of
the Annual Social Security Ceiling (hereafter, the "PASS"):
Compensation bracket

Contribution rate

[Between 4 and 8x the PASS]

11%[Between 8 and 12x the PASS]

16.5%[Between 12 and 24x the PASS]

22%[Between 24 and 60x the PASS]

27.5%

Based on his 2023 fixed and target variable compensation, by
way of illustration, an average rate of 21.95% would apply.
Unlike in the case of the defined-benefit plan, under thedefined‑contribution plan, tax is due immediately on theamounts invested in the plan directly by the beneficiary.
As was the case for the defined-benefit plan, annual payments to
the Chairman and Chief Executive Officer in respect of thedefined-contribution plan will be subject to the same performance
condition which was applicable to the previous defined-benefit
plan, i.e., the achievement of at least 60% of his annual variable
compensation targets.

Article 83
For the "Article 83" defined-contribution pension plan, thecontribution rate is determined as a percentage of the grossannual compensation of the Chairman and Chief Executive
Officer (annual fixed and variable compensation), with
progressive rates applied on multiples of the PASS:
Compensation bracket[Up to 5x the PASS]

Contribution rate
5%

[Between 5 and 6x the PASS]

7%[Between 6 and 7x the PASS]

13%[Between 7 and 8x the PASS]

19%

The maximum contribution for this plan, based on the brackets
above, is the equivalent of 8% of eight times the PASS, whichcomes to €28,155 for 2023.
Just like with the "Article 82" defined-contribution pension plan,tax must be paid immediately on the amounts invested in the"Article 83" plan, directly by the beneficiary.

6

Compensation for loss of office
The Chairman and Chief Executive Officer is entitled tocompensation for loss of office, the terms and conditions ofwhich are adapted to his personal profile and take into accountthe Company's economic and social environment.
The Chairman and Chief Executive Officer is entitled tocompensation for loss of office as Chairman and Chief Executive
Officer should he be forced to stand down for whatever reason,
except in the event of voluntary non-renewal. Said compensation
may not exceed the equivalent of two years' annual fixed andvariable compensation, as defined below, and payment will be
contingent on the achievement of challenging performance
conditions. No compensation for loss of office will be payable if,
within 12 months of his departure, the Chairman and Chief
Executive Officer becomes eligible for the basic State pension
and, consequently, for pension benefits under the Company's
supplementary pension plan.
The compensation payable will not exceed the equivalent of two
years' total gross annual compensation as Chairman and Chief
Executive Officer, defined as:• the fixed portion of the compensation on an annual basis as
Chairman and Chief Executive Officer on the date of loss ofoffice; and• the average of the variable portion of annual compensation as
Chairman and Chief Executive Officer paid during the last two
financial years during which he served as Chairman and Chief
Executive Officer, closed prior to the date of loss of office.
These performance conditions correspond to the achievementlevels of the performance criteria set at the beginning of eachyear by the Board of Directors for the calculation of the annual
variable compensation of the Chairman and Chief Executive
Officer. If, in application of the criteria, the average amountobtained by the Chairman and Chief Executive Officer is greaterthan or equal to 75% of the target amount of the annual variable
compensation for the three financial years preceding thedeparture (hereinafter the "Selected Financial Years"), 100% of
the amount of the compensation will be payable to the Chairman
and Chief Executive Officer. If the average amount obtained is
between 65% and 75% (exclusive) of the target amount, on
average for the Selected Financial Years, 75% of the amount of
the compensation will be payable to the Chairman and Chief
Executive Officer. If the average amount obtained is less than
65% (exclusive) of the target amount, on average for the
Selected Financial Years, no compensation will be payable to the
Chairman and Chief Executive Officer. If the Chairman and Chief
Executive Officer leaves before the end of the third financial
year, compliance with the performance condition will beassessed over one or two financial years only, depending on thelength of time he has been in office.

Unemployment insurance
The Chairman and Chief Executive Officer benefits from a GSC
unemployment insurance plan that will pay unemployment benefits
following loss of office for a maximum period of 24 months.
It is specified that the unemployment benefits provided for in
the current contract are equal to 70% of the contractual income(capped at €18,330 per month), over a period of up to 24 months.

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Board of Directors’ report on corporate governanceCorporate officers’ compensation

Renewal of the term of office of the Chairman andChief Executive Officer or appointment of a new
Chairman and Chief Executive Officer or Chief
Executive Officer or Deputy Chief Executive Officer(s)The compensation components and structure described above
will also apply to the Chairman and Chief Executive Officer
following his reappointment or to any new Chairman and Chief
Executive Officer appointed during the application period of thiscompensation policy (on a prorated basis if relevant).
If a person were to be appointed as Chairman and Chief
Executive Officer, he or she may be awarded a signing bonus,
depending on the circumstances and potential candidates. In
order to immediately align the new Chairman and Chief
Executive Officer's interests with those of the Company and theshareholders, and subject to ongoing authorizations granted by
the General Meeting, the signing bonus may be composed partly
or entirely of long-term incentives subject to presence andperformance conditions, such as shares allocated free of charge,
stock options or any other incentives. The signing bonus may not,however, exceed the amount of the benefits lost by thecandidate upon leaving his or her previous role.

6.2.2

The compensation policy for the Chairman and Chief Executive
Officer applies whether the Chairman and Chief Executive
Officer of the Company acts as Chairman and Chief Executive
Officer or as Chief Executive Officer of the Company, should theBoard of Directors decide to separate the roles of Chairman of
the Board of Directors and Chief Executive Officer. In this case,
the Chairman would receive compensation for his duties as
director and Chairman of the Board of Directors of the Company,
excluding any annual variable or long-term compensation. In
addition, should the situation arise, the compensation policy
applicable to one or more Deputy Chief Executive Officer(s)would be determined by the Board of Directors on the basis of
the compensation policy applicable to the Chief Executive
Officer of the Company, taking into account the level of
responsibility and experience.

Information referred to in Article L.22-10-9 (I.) of the French Commercial Coderelating to all compensation paid during, or awarded for, the 2023 financial
year to corporate officers in respect of their duties (global ex post vote)

As mentioned in the introduction, Article L.22-10-34 (I.) of theFrench Commercial Code provides for a shareholder vote on theinformation referred to in Article L.22-10-9 (I.) of the French
Commercial Code relating to all compensation paid during, orawarded for, the 2023 financial year to corporate officers in
respect of their duties.
As a result, this information will be submitted for shareholders'approval at the General Meeting of May 07, 2024, under the
9th resolution. If the resolution is rejected by the General
Meeting, the Board of Directors will submit a revisedcompensation policy, taking into account the shareholder vote,for approval at the next General Meeting. Payment of theamounts allocated to the directors for their duties for thecurrent financial year would be suspended until the revisedcompensation policy has been approved. Once payment has
been reinstated, it would include the arrears accumulated since
the previous General Meeting.
If the revised compensation policy is not approved byshareholders, the suspended amount would not be paid, and thesame conditions as those applied after the rejection of the initialresolution would be applied again.
It is specified that information relating to the 2022 financial year,
or any other prior financial year, is given for information andcomparison purposes only and is not subject to a shareholder voteat the General Meeting of May 07, 2024.

Information relating to the members of the Board of Directors(excluding the Chairman and Chief Executive Officer)
On the recommendation of the Compensation, Appointments
and CSR Committee, at its meeting of February 26, 2024, theBoard of Directors allocated the annual fixed amount ofcompensation awarded to directors by the General Meeting,based in particular on each director's attendance rate at Board of
Directors' meetings and at meetings of any committee of which
he or she is a member. The compensation allocation method
must include a variable portion (representing the largest part ofeach director's compensation).
It is reminded that for the 2023 financial year, and in accordance withthe compensation policy for members of the Board of Directors
approved at the Combined General Meeting of May 11, 2023
(5th resolution), the principles governing allocation were as follows:• the duties of Board members are compensated with a fixed
portion of a flat amount and with a variable portion based on
the number of Board meetings attended in a given financial
year; the amount of the variable portion is higher than theamount of the fixed portion;

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2023 Universal Registration Document — Edenred• the duties of Vice-Chairman of the Board of Directors arecompensated with an additional fixed portion of a flat amount;• the duties of members of a Board Committee are compensatedwith a variable portion based on the number of committee
meetings attended in a given financial year, with Audit and
Risks Committee members entitled to a larger variable portion
than members of the other committees;• the duties of committee Chairman are compensated with afixed portion of a flat amount defined for each of the committees,
with the Chairman of the Audit and Risks Committee entitledto a larger fixed portion than that awarded to the othercommittee Chairmen;• directors who also hold the position of Chairman and Chief
Executive Officer, Chief Executive Officer or Deputy Chief
Executive Officer of the Company are not entitled to any
compensation for their duties as members of the Board of
Directors.

Board of Directors’ report on corporate governanceCorporate officers’ compensation

The Combined General Meeting of May 11, 2023 (6th resolution)
set the total annual compensation payable to directors forserving on the Board at €840,000.
In accordance with these principles:• the Chairman and Chief Executive Officer does not receive anycompensation for serving on the Board of Directors;• each member of the Board of Directors receives a fixed
portion of a flat amount of €15,700, plus a variable portion in
an amount of €4,400 per Board meeting attended;• the Vice-Chairman of the Board receives an additional fixed
portion of a flat amount of €15,700;

6• each member of the Audit and Risks Committee receives avariable portion of €6,800 per committee meeting attended,and each member of the other committees receives a variable
portion of €5,800 per committee meeting attended;• in addition, the Chairman of the Audit and Risks Committee
receives a fixed portion of a flat amount of €17,800 and theother committee Chairmen receive a fixed portion of a flatamount of €15,800.
The employee-representative directors have agreed to receive just
75% of the compensation awarded in their capacity as director,
with the remaining 25% to be paid by the Company to the Socialand Economic Council as an exceptional annual endowment.

· Table on the compensation received by non-executive corporate officers(Table 3 of the AFEP/MEDEF Code)
2023

2022

Amounts
awarded in
respect of 2023

Amounts
paid in 2023
in respect of 2022

Amounts
awarded in
respect of 2022

Amounts
paid in 2022
in respect of 2021

18,458---Jean-Paul Bailly-

39,47539,47597,700Nathalie Balla(4)

7,671

-

-

-

Anne Bouverot(5)

-

-

-

29,850

Directors(1)(in €)
Cédric Appert(2)(3)

Sylvia Coutinho

70,21070,02570,02567,700Dominique D'Hinnin(6)128,910

105,950

105,950

83,200Alexandre de Juniac(7)

-

-

-

30,550-32,85032,85063,500Angeles Garcia-Poveda(9)Gabriele Galateri di Genola

70,21059,02559,02521,350Maëlle Gavet

65,81054,82554,82552,500Graziella Gavezotti

74,21050,644*67,52530,150*Françoise Gri(11)47,28575,77575,77597,700Jean-Bernard Hamel(12)45,95244,269*59,02534,275*Jean-Romain Lhomme(13)86,01065,20065,20066,200

Monica Mondardini

67,41061,02561,02521,350

Bernardo Sanchez Incera(15)92,01055,72555,725-

Philippe Vallée(16)65,81053,52553,52521,350TOTAL

839,956

768,313799,950

717,375

(8)

(10)

(14)

(1) This table includes the fixed and variable compensation received by non-executive corporate officers. They do not receive any other compensation.
(2) Employee-representative director appointed by the Social and Economic Council on July 18, 2023, effective from August 1, 2023, and member of
the Commitments Committee since October 13, 2023.
(3) Director, Chairman of the Commitments Committee and member of the Audit and Risks Committee until May 11, 2022.
(4) Director co-opted by the Board of Directors at its meeting held on October 13, 2023, effective from October 16, 2023.
(5) Director and member of the Commitments Committee until May 11, 2021.
(6) Chairman of the Audit and Risks Committee until May 11, 2022, and Lead Independent Director – Vice-Chairman of the Board of Directors, Chairman of theCompensation, Appointments and CSR Committee and member of the Audit and Risks Committee since May 11, 2022.
(7) Director until December 1, 2021.
(8) Director and member of the Compensation, Appointments and CSR Committee until May 11, 2022.
(9) Member of the Compensation, Appointments and CSR Committee since May 11, 2022.
(10) Employee-representative director. Member of the Audit and Risks Committee since February 21, 2022.
(11) Lead Independent Director – Vice-Chairman of the Board of Directors and Chairman of the Compensation, Appointments and CSR Committee until
May 11, 2022, and member of the Commitments Committee until September 29, 2023.
(12) Employee-representative director and member of the Commitments Committee until July 31, 2023.
(13) Member of the Audit and Risks Committee until May 11, 2022, and Chairman of the Commitments Committee since May 11, 2022.
(14) Member of the Audit and Risks Committee since May 11, 2022.
(15) Director and Chairman of the Audit and Risks Committee since May 11, 2022.
(16) Member of the Commitments Committee since May 11, 2022.
*
This amount corresponds to the amount paid to the employee-representative director, the remaining 25% having been paid by the Company to the Socialand Economic Council.

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Board of Directors’ report on corporate governanceCorporate officers’ compensation

Information relating to the Chairman and Chief Executive Officer
The components of compensation due or awarded to Mr. Bertrand
Dumazy for the financial year ended December 31, 2023, aredescribed in detail below. These components were determinedin accordance with the Chairman and Chief Executive Officer's
compensation policy, which was approved at the Combined
General Meeting of May 11, 2023 (4th resolution). They are based,in particular, on a complete analysis of the Chairman and Chief
Executive Officer's performance, in line with the Group's strategy
and shareholders' interests. The performance assessment was
based on a balance between financial, business, market,
management and CSR criteria as well as a balance between shortterm and long-term performance.

· Structure of compensation
Performance shares 47%

Long-term (47%)

19% Annual ﬁxed compensation

Annual (53%)

Compensation subject to performance conditions 81%

34% Annual variable compensation

Fixed compensation
The gross annual fixed compensation of Mr. Bertrand Dumazy has been set at €1,030,000 (as from the financial year started on
January 1, 2023), since the decision of the Board of Directors dated February 20, 2023, based on the recommendation of theCompensation, Appointments and CSR Committee. This compensation was subject to shareholder approval, which it obtained at theGeneral Meeting of May 11, 2023.

Annual variable compensation
14% CSR and management
8% Volume of new sales via digitaland telesales channels

EBITDA 45%

8% Growth in Mobility Solutions
11% Transformation rate

Quantiﬁable objectives 86%

14% EPS

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2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate officers’ compensation

6

At its February 20, 2023, meeting, the Board of Directors defined the criteria for determining his variable compensation, which is capped
at a certain percentage of the fixed compensation. The amount of the variable portion may range from 0% to 120% of fixedcompensation, and may be increased to a maximum of 180% of fixed compensation if certain targets set by the Board of Directors areoutperformed.
The table below summarizes annual variable compensation in respect of 2023:
Relative weightof each indicator
based on target
variable

Maximum weightof eachindicator if
outperformance

Achievement
rate

EBITDA(like-for-like)

50% of theannual fixedcompensation

80% of theannual fixedcompensation

80% of theannual fixedcompensation€824,000

Earnings per share (EPS)(at constant exchange rates)

15% of theannual fixedcompensation

25% of theannual fixedcompensation

25% of theannual fixedcompensation€257,500

65% of theannual fixedcompensation

105% of theannual fixedcompensation

105% of theannual fixedcompensation€1,081,500

Group's transformation rate

10% of theannual fixedcompensation

20% of theannual fixedcompensation

20% of theannual fixedcompensation€206,000

Volume of new sales in the
Employee Benefits, Mobility andComplementary Solutions
segments generated throughdigital and telesales channels

10% of theannual fixedcompensation

15% of theannual fixedcompensation

14.6% of theannual fixedcompensation€150,380

Like-for-like growth in Mobility
Solutions business volume

10% of theannual fixedcompensation

15% of theannual fixedcompensation

15% of theannual fixedcompensation€154,500

30% of theannual fixedcompensation

50% of theannual fixedcompensation

49.6% of theannual fixedcompensation€510,880

25% of theannual fixedcompensation€257,500

Performance indicator
Quantifiablefinancial
objectives

Sub-total

Quantifiablebusiness
objectives
linked to theGroup's
strategy

Sub-total

Qualitative CSR and management objectives:• Implementation of the CSR plan People, Planet,
Progress• Implementation of the Beyond22-25 plan
• Assessment of the Chairman and Chief Executive
Officer’s management skills, notably in relation to
Edenred’s digital transformation and talent retention
and attraction
OVERALL RATE OF ACHIEVEMENT
OF THE OBJECTIVES

25% of theannual fixedcompensation

120% OF THE
ANNUAL FIXEDCOMPENSATIONThe Company hereby specifies that the levels of achievement
required for each of the quantifiable financial and businessobjectives underlying the variable compensation are measured
and assessed each year by the Compensation, Appointments andCSR Committee and the Audit and Risks Committee, and thenpresented to the Board of Directors. The objectives are thus
made public but not their targets, for obvious reasons ofconfidentiality. It is indeed imperative to reconcile the objectiveof transparency with the protection of the Company's interests.
The Group operates in a highly competitive technologicalenvironment in all its main markets in Europe, Latin America andthe United States, as well as in all its business lines, where all its
competitors, without exception:• are new entrants with major financing and without transparencyor short-term profitability constraints; or• are not publicly listed and therefore not subject to transparency
and market disclosure requirements; or• when listed, are not subject to transparency requirements
imposed by the Company's location in France or provide very
limited disclosure on their activity, despite the fact that themarkets in which these companies compete with the Groupaccount for a significant portion of their profitability.

180% OF THE
179.6% OF THE
ANNUAL FIXEDANNUAL FIXEDCOMPENSATION COMPENSATIONCash amountcorresponding to
the achievement
rate€1,849,880

More specifically:• regarding the like-for-like EBITDA objective, the Board of
Directors noted that 2023 EBITDA was a record €1,094 million,
representing an increase of 33.9% like-for-like compared with
2022. The Board noted that this performance, which put
EBITDA at its highest level since the Group's creation, wasfurther reflected in an EBITDA margin of 43.5%, up 3.5 of apoint on a like-for-like basis compared with 2022. This
performance exceeds the targets set by the Board of Directors
for this indicator.
The Board of Directors notes that this outperformance wasmade possible by the excellent execution of the Beyond22–25
plan, aimed at developing the Group’s unique advantage, its
global platform, by deploying the same approach across eachof its business lines based on the following priorities:• Scale the Core – Edenred continued to grow in its existing
markets, which are still largely underpenetrated, notably bycapitalizing on a segmented go-to-market strategy, crossselling and up-selling in its client portfolio, and increasinguser monetization;

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Board of Directors’ report on corporate governanceCorporate officers’ compensation• Extend Beyond – accelerate the Beyond Food, Beyond Fueland Beyond Payment strategies by launching and deploying
more value-added services for its clients, partner merchantsand users.
The Group’s performance was supported by the massive
investments made in connection with the Edenred platform,
enabling it to cement its technological leadership within its
sector.
More specifically, in Benefits and Engagement solutions:• the value-added services offered to customers, partner
merchants and users were considerably enhanced this year aspart of the Group's Beyond Food strategy. Edenred has
been able to extend its offering beyond meal vouchers,
including by leveraging its digital platform to distributethird-party solutions, as illustrated by the partnershipentered into with Stairwage, France’s leading salary
payment on demand solution, or the partnership with
Medicato in Mexico. Thanks to such initiatives, Beyond
Food contributed 31% to Benefits and Engagement
operating revenues in 2023;• the attractiveness of solutions has been clearly identified
by Edenred's customers as a means of improving
employees' purchasing power amid rising inflation and atalent war. For instance, since the beginning of 2022, publicauthorities in several countries have decided to increase
the maximum face values of products issued anddistributed by Edenred, prompting companies to gradually
increase the amounts granted to their employees in aneffort to preserve their disposable income. Further
increases in maximum face values were decided by publicauthorities in first-half 2023, including in France, Portugal
and Czechia;• the attractiveness of gift card solutions has made it possible
to run particularly successful end-of-year campaigns adapted
to the current macroeconomic environment.
In Mobility solutions:• business momentum has underpinned further gains in various
markets, particularly in the underpenetrated SME segment;• the fully digital Beyond Fuel solution, which now
represents 30% of Mobility operating revenues, has met
with great success amid the growing need for fleet
managers to better control vehicle fleet costs. The excellent
performance was driven in particular by deploying
maintenance solutions in Latin America, launching the UTA
One Next® single European toll box and growing demand
for the tax refund services offered by Edenred EBV Financeto European transportation companies.
In the Complementary Solutions product family:• new contracts with clients such as real estate developers,
energy providers and golf resorts contributed to strong
Corporate Payment Services sales momentum in North
America. The successful integration of IPS (acquired in
October 2022) has also enabled Edenred Pay USA (formerly
Edenred CSI) to round out its payment offering with invoiceautomation solutions;• innovative offers developed in this product family also buoyed
the Group’s performance, such as insurance for involuntary
job loss, which already has hundreds of thousands of users
following its January 2023 launch within the C3Pay superapp in the United Arab Emirates;• regarding the earnings per share (EPS) at constant exchange
rates objective, the Board of Directors noted very good3262023 Universal Registration Document — Edenred

performance for this indicator (+9.8% excluding the €157 million
fine issued by France’s antitrust authority) due to a combinationof record EBITDA and effective management of items at thebottom of the income statement, in particular investments
and debt. Despite the negative impact of sharp interest rate
rises, strong cash flow contributed to limiting debt levels.
At its meeting of February 26, 2024, the Board of Directors
therefore acknowledged that these objectives had beenachieved and outperformed for the 2023 financial year;• regarding the three quantifiable business objectives related to
the Group's strategy, namely:• the Group's transformation rate: the Group's performancestems from its increased efforts to optimize its uniquebusiness model, which takes full advantage of its digitalplatform to optimize the Acquisition X Engagement X
Retention equation and costs, and in particular:– an enhanced digital experience to encourage engagement
and use of its solutions,– acceleration of cross-selling and upselling initiatives thanks
to new high value-added Beyond Food, Beyond Fuel and
Beyond Payment services for clients, partner merchantsand users,– optimization of acquisition and activation costs, and– back-office cost synergies from scaling its platform.
At its meeting of February 26, 2024, the Boardof Directors acknowledged that this objective had beenachieved and outperformed for the 2023 financial year.
• like-for-like growth in Mobility solutions business volume:
the Board of Directors notes that like-for-like businessvolume has grown compared with 2022, despite a negative
impact from gasoline prices, and can be explained inparticular by:– the increased attractiveness of fleet & mobility solutions,– the success of the Beyond Fuel offering, underpinned byfully digital toll and maintenance solutions, and VAT
financing/refund services.
At its meeting of February 26, 2024, the Board of Directors
acknowledged that this objective had been achieved andoutperformed for the 2023 financial year.
• the volume of new sales in the Benefits and Engagement,
Mobility and Complementary Solutions product families
generated through digital and telesales channels: theBoard of Directors noted that the Group has developed asegmented and optimized sales strategy, which enables it
to strengthen its leadership position in its markets, to leverage
its client portfolio through cross-selling and upselling, andto offer services directly to users of its products. In particular,
the Group is committed to:– continuing to penetrate the SME segment, in markets
that remain largely under-penetrated in the Benefits andEngagement and Mobility families,– increasing the number of contracts signed and the unit
value per contract, driven by improved sales andmarketing efficiency and leveraging the potential
created by higher maximum face values in Benefits andEngagement.
At its meeting of February 26, 2024, the Board of
Directors acknowledged that this objective had beenachieved and outperformed for the 2023 financial yearBoard of Directors’ report on corporate governanceCorporate officers’ compensationtransformation of the Edenred platform, which, throughincreased connectivity, enables the distribution of services
from third parties such as Betterway, isalud.com andMedicato, as well as the distribution of Edenred services by
third parties such as Itau, Sage and Nu bank. The Beyond
Food strategy, which contributes 31% to Benefits andEngagement operating revenues, has also led to newservices being offered, such as those resulting from theGOintegro and Reward Gateway acquisitions. The Beyond
Fuel strategy, which now represents 30% of Mobility
operating revenues, has been accelerated, in particularthrough the UTA One toll device in Germany and thescaling of maintenance in Brazil, where Edenred is themarket leader. The Board also noted that Edenred had
continued to enhance its business model by improving its
take-up rate, and had also succeeded in reducing its
production costs, notably through the services of its
Paytech platform, and• regarding the objectives linked to CSR and management, theBoard of Directors noted:• regarding the CSR objectives: the Board recalled that thePeople, Planet, Progress plan has three focus areas: People(improve quality of life), Planet (preserve the environment)
and Progress (create value responsibly) – and breaks down
into eight objectives. Each objective includes specific,
quantifiable targets and completion dates, withintermediate targets for 2023 and 2030. These specificobjectives and their targets are described in Chapter 5 of
the Universal Registration Document. The Board notes thatthroughout 2023, Edenred continued to implement its
People, Planet, Progress policy and that the Groupoutperformed the non-financial objectives set for the year,with for example:– under the People component, the objective for thenumber of executive positions held by women has been
met and surpassed,• as regards management skills: the Board of Directors notedthe commitment, responsiveness and cohesion of all theGroup’s teams, under the leadership of the Chairman andChief Executive Officer.
At its meeting of February 26, 2024, the Board of Directors
acknowledged that these objectives had been achieved forthe 2023 financial year.

– under the Planet component, the objective for reducing
greenhouse gas emissions intensity (scopes 1 and 2 forpoint sources) compared with 2013 has been achieved
and surpassed, and– under the Progress component, the objective of making
users and merchants aware of the importance ofbalanced nutrition, avoiding food waste, and accessibility
to eco-friendly mobility solutions via the Edenred
network, has been met and surpassed.
Moreover, the Board emphasized that the Group isincreasingly recognized for its commitment to environmental,social and governance practices. For example, for thesecond straight year, Edenred was included in the Paris
stock exchange’s Euronext CAC 40 ESG index, taking its
place alongside other companies demonstrating ESG bestpractices.
Edenred has reiterated its long-term ESG engagement
through its Beyond22–25 plan, committing to net zero carbon
by 2050 in line with Science Based Targets initiative (SBTi)targets while stepping up the objectives of its “Ideal” CSR
policy, with the aim of becoming, by 2030, an employer ofchoice and a Company for Good through its solutions thatencourage more virtuous and responsible behaviors. In
addition, 2023 saw the updating of the Group's double
materiality assessment, which confirms the Group's
commitment to materiality in terms of CSR strategy andtransparency, in anticipation of the new CSRD Directive.
The Board of Directors, on the recommendation of theCompensation, Appointments and CSR Committee, closely
monitored each objective and the target achieved for eachone for the 2023 financial year, and noted that all objectives
had been achieved.
The Board of Directors pointed out that the Group's
non‑financial performance is audited annually based onthese criteria by an independent third party, which issues afull and detailed report thereon (see Chapter 5.9, page 262of the Universal Registration Document),• deployment of the Beyond22-25 strategic plan: the Board
noted that the objectives of the Beyond22-25 plan had beenachieved in 2023, underpinned by the ongoing in-depth

6

Mr. Bertrand Dumazy's 2023 recommended variable compensation
was determined at the Board meeting held on February 26, 2024,
based on the recommendation of the Compensation, Appointments
and CSR Committee and after the relevant financial performancedata had been validated by the Audit and Risks Committee.
The total recommended variable compensation amounted to€1,849,880.

Long-term compensation
Mr. Bertrand Dumazy was covered by the Group's long-term
incentive plan in 2023 in the same way as the other beneficiariesof the plan (members of the Executive Committee and senior
executives in some 40 countries).
In this respect, on February 23, 2023, he was allocated 53,385
performance shares free of charge valued at €2,587,200(1),representing 0.02% of the Company’s share capital.
The performance shares allocated free of charge will vest
provided Bertrand Dumazy is still within the Group at the timeand satisfies the performance conditions set for the following
objectives over a three-year measurement period, as follows:
1. 50% of the performance shares would vest based on the
like-for-like EBITDA growth rate;2.

25% of the performance shares would vest based on a stock
market criterion, corresponding to Edenred's total
shareholder return (TSR) compared with the average TSR forcompanies included in the SBF 120 index; and3.

25% of the performance shares would vest based on a CSR
criterion, comprising objectives relating to diversity,
greenhouse gas emissions reduction and sustainable nutrition
and mobility at constant scope.
The allocation was carried out in line with the authorization
granted by the General Meeting of May 11, 2021 (17th resolution).

(1) Performance shares are measured at their fair value at the allocation date, determined by actuarial calculation. This does not therefore correspond to thevalue of the compensation received. These performance share allocations are subject to presence and performance conditions.

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Board of Directors’ report on corporate governanceCorporate officers’ compensation· Stock options allocated during the financial year to the Chairman and Chief Executive Officer
by the Company or any other Group company (Table 4 of the AFEP/MEDEF Code)None.
· Stock options exercised during the financial year by the Chairman and Chief Executive Officer(Table 5 of the AFEP/MEDEF Code)
None.
Mr. Bertrand Dumazy, in his capacity as Chairman and Chief Executive Officer, is required to hold 15% of his performance shares inregistered form for as long as he remains in office, until the amount of the shares held reaches the equivalent of one year of grossannual fixed compensation (with this figure calculated based on the gross annual fixed compensation applicable at January 1 of thefinancial year in question).
· Performance shares allocated free of charge during the financial year to the Chairman and Chief Executive Officer
by the issuer or any other Group company (Table 6 of the AFEP/MEDEF Code)Chairman andChief Executive
Officer

Bertrand DumazyPlan no.
and date

2023 plan(no. 18)
Feb. 23,
2023

Number of
performance
share rights
allocated
duringthe year

53,385

Value based on
the method used in
the consolidated
financialstatements(1)€2,587,200

Vestingdate

Feb. 24,2026

End oflock‑upperiodFeb. 24,2026

Performance conditions
Like-for-like EBITDA growth rate,
Edenred's total shareholder return(TSR) compared with the TSR of SBF
120 companies and a CSR criterion,
comprising objectives relating todiversity, greenhouse gas emissions
and sustainable nutrition andmobility at constant scope(1) Performance shares are measured at their fair value at the allocation date, determined by actuarial calculation. This does not therefore correspond to thevalue of the compensation received. These performance share allocations are subject to presence and performance conditions.

Other commitments given to the Chairman andChief Executive Officer
Unemployment insurance
During the 2023 financial year, the Chairman and Chief Executive
Officer was covered under an insurance plan set up with
Association GSC, entitling him to unemployment benefits equal
to 70% of his contractual income, capped at €18,330 per month,
for a period of up to 24 months. The total annual cost of the planfor the Company in 2023 was €35,040.

Death/disability and health insurance
Mr. Bertrand Dumazy is covered by the death/disability andhealth insurance plan set up for employees, which has been
extended to include the Chairman and Chief Executive Officer.
Premiums paid by the Company for this extended cover in 2023
amounted to €6,624.

Profit-sharing
Mr. Bertrand Dumazy is covered by Edenred’s profit sharing
agreement. He will receive €3,853 with respect to 2023.

Car
Mr. Bertrand Dumazy is entitled to a company car. The valueof this benefit in kind for 2023 was €4,841.

Supplementary pension benefits
The supplementary pension plan has been set up for Groupsenior executives above certain grades, whose compensation
meets certain criteria, which includes the Chairman and Chief
Executive Officer.

328

2023 Universal Registration Document — Edenred

The supplementary pension scheme comprises an "Article 83"
defined-contribution pension plan and, since 2020, an "Article
82" funded defined-contribution pension plan (under this plan,
retirement savings are invested in an individually managed
insurance policy), set up to replace the "Article 39" definedbenefit pension plan that was closed on December 31, 2019 – inaccordance with regulatory changes including the July 3, 2019,
government order on defined-benefit pension plans.
The Chairman and Chief Executive Officer participates in theGroup's supplementary pension scheme under the same terms
and conditions as any other participant, as described above, withthe exception of the performance condition for the Article 82
plan, i.e., the achievement of at least 60% of his annual variable
compensation targets. In 2023, it is acknowledged that theperformance condition was achieved since the level of objectives
set was achieved. The supplementary pension entitlement istaken into account in determining the Chairman and Chief
Executive Officer's overall compensation package.
In accordance with the compensation policy approved by the
Combined General Meeting of May 11, 2023, the following amounts
were allocated to the Chairman and Chief Executive Officer:• €600,050 for Article 82;• €28,155 for Article 83.
Pension benefits conferred under a supplementary pension plan
are capped at a maximum of 45% of the reference income(annual fixed and variable compensation due in respect of thereference period). In this respect, the contributions made in
respect of 2023 represent 22.48% of the Chairman and Chief
Executive Officer's reference income.

Compensation for loss of office
The compensation for loss of office is presented in section 6.2.1of the Universal Registration Document, page 321, and noamount is due or paid in this respect for the 2023 financial year.

Board of Directors’ report on corporate governanceCorporate officers’ compensation

6· Summary table as to compensation, stock options and performance share rights awarded to the
Chairman and Chief Executive Officer (in €) (Table 1 of the AFEP/MEDEF Code)
Bertrand Dumazy
Chairman and Chief Executive Officer
Compensation awarded for the financial year (see Table 2 below for details)

2023

2022

2,884,721

2,747,780

Value of multi-annual variable compensation awarded during the financial year00

Value of stock options allocated during the financial year
(see Table 4 above for details)

002,587,200

2,178,000

005,471,921

4,925,780

Value of performance share rights allocated during the financial year
(see Table 6 above for details)
Value of other long-term compensation plans
TOTAL· Summary table as to the Chairman and Chief Executive Officer's compensation (in €)(Table 2 of the AFEP/MEDEF Code)2023

Bertrand Dumazy
Chairman and Chief Executive Officer

2022

Amount awarded

Amount paid

Amount awarded

Amount paid

Fixed compensation

1,030,000

1,030,000(1)

980,000

980,000(2)Annual variable compensation

1,849,880

1,764,000(3)

1,764,000

1,485,000(4)0Exceptional compensation

0

0

0

Compensation for serving as a director

0

0

0

4,841

4,841

(5)

3,780

3,780

2,884,721

2,798,841

2,747,780

2,468,780

Benefits in kind*
TOTAL
(1)
(2)
(3)
(4)
(5)
(6)
*

0
(6)

In respect of the 2023 financial year.
In respect of the 2022 financial year.
In respect of the 2022 financial year, as approved by the Combined General Meeting of May 11, 2023.
In respect of the 2021 financial year, as approved by the Combined General Meeting of May 11, 2022.
In respect of the 2023 financial year.
In respect of the 2022 financial year.
Company car.

· Breakdown of the Chairman and Chief Executive Officer's compensation over the last five years(in thousands of euros, figures rounded off)

2,587.20

4,000
2,178.00

3,500
3,000
1,731.50

2,178.00

1,776.96

2,500
2,000
1,462.18

1,417.85

1,000 3.78

3.78

1,500

500
825.0002019

1,485.00
1,249.34

790.622020

3.78
825.002021

1,764.00

3.78

4.84

980.001,030.00

2022

2023

Performance shares allocated
Performance shares allocated and vested
Annual variable compensation in respect of the previous ﬁnancial year
Beneﬁts in kind
Fixed compensation paid

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Board of Directors’ report on corporate governanceCorporate officers’ compensation

Information relating to the ratios between the Chairman and Chief Executive Officer's
compensation and the mean and median compensation of employees
Commercial Code. The ratios were calculated on the basis of thegross compensation paid or awarded during the year in question.

The ratios between the Chairman and Chief Executive Officer's
compensation and (i) the mean compensation of employees on afull-time equivalent basis, excluding corporate officers, and (ii)the median compensation of employees on a full-time equivalentbasis, excluding corporate officers, are presented below inapplication of the provisions of Article L.22-10-9 of the French

The scope used is the Edenred company, i.e., 331 employees at
end-2023, or 22.5% of Edenred's workforce in France. The employees
on which the calculations are based are all Company employees
present for the whole calendar year.
2019

2020

2021

2022

2023

Ratio of Chairman and Chief Executive Officer's
compensation(1) to mean employee compensation(2)

26.19

29.82

31.32

31.11

31.97

Ratio of Chairman and Chief Executive Officer's
compensation(1) to median employee compensation(2)

49.05

48.70

52.68

56.52

57.42

(1) The Chairman and Chief Executive Officer's compensation includes the following components: fixed compensation, annual variable portion paid during thefinancial year in respect of the prior financial year, performance shares allocated during the financial year and valued in accordance with IFRS and benefits
in kind.
(2) Employee compensation includes the following components: fixed compensation, annual variable portion paid during the financial year in respect of the priorfinancial year, performance shares allocated during the financial year and valued in accordance with IFRS, benefits in kind and employee savings.

The ratios have been calculated based on a second scope involving Edenred, Edenred France and ProwebCE, with 1,391 employees by
end of 2023, i.e., 94.6% of Edenred's total workforce in France. The employees on which the calculations are based are all thesecompanies' employees present for the whole calendar year.
2019

2020

2021

2022

2023

Ratio of Chairman and Chief Executive Officer's
compensation(1) to mean employee compensation(2)

63.67

64.43

65.51

63.69

66.55

Ratio of Chairman and Chief Executive Officer's
compensation(1) to median employee compensation(2)

93.70

88.31

92.51

93.61

96.59

(1) The Chairman and Chief Executive Officer's compensation includes the following components: fixed compensation, annual variable portion paid during thefinancial year in respect of the prior financial year, performance shares allocated during the financial year and valued in accordance with IFRS and benefits
in kind.
(2) Employee compensation includes the following components: fixed compensation, annual variable portion paid during the financial year in respect of the priorfinancial year, performance shares allocated during the financial year and valued in accordance with IFRS, benefits in kind and employee savings.

EBITDA
Like-for-like growth

2019 vs. 20182020 vs. 20192021 vs. 20202022 vs. 2021

2023 vs. 2022

+13.80%-4.60%+18.40%+23.30%+33.90%The change in the ratio of the Chairman and Chief Executive Officer’s compensation to the mean compensation of employees between
2022 and 2023 shows a slight increase in the expanded scope (covering 94.6% of Edenred's workforce in France), reflecting an increasein the compensation of the Chairman and Chief Executive Officer in 2023. These ratios are set against an operating context of anincrease in EBITDA of 23.30% in 2022 and 33.90% in 2023(1).

6.2.3

Fixed, variable and exceptional components comprising the total compensation
and benefits of any kind paid during, or awarded for, the 2023 financial year
to Mr. Bertrand Dumazy, as Chairman and Chief Executive Officer(specific ex post vote)

In application of Article L.22-10-34 (II.) of the French Commercial
Code, the fixed, variable and exceptional components
comprising the total compensation and benefits of any kind paid
during, or awarded for, the 2023 financial year to Mr. Bertrand
Dumazy for his role as Chairman and Chief Executive Officer will
be submitted for approval at the Combined General Meeting of
May 07, 2024, under the 10th resolution.

The variable and exceptional components awarded to Mr.
Bertrand Dumazy, Chairman and Chief Executive Officer, for the2023 financial year may only be paid out after approval by the
Combined General Meeting of May 07, 2024.

(1) Information on prior-year changes in ratios can be found in previous Universal Registration Documents.

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2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate officers’ compensation

6· Fixed, variable and exceptional components composing the total compensation and benefits of any kind paid during, orawarded for, the 2023 financial year to Mr. Bertrand Dumazy, Chairman and Chief Executive Officer, subject to shareholder voteCompensation compliant with the compensation policy approved by the Combined General Meeting of May 11, 2023
Compensation
Amounts awarded
components to be or paid during thesubmitted to a vote 2023 financial year

Description

Fixedcompensation€1,030,000

Gross annual fixed compensation of €1,030,000 set by the Board of Directors on February 20, 2023,
based on the recommendation of the Compensation, Appointments and CSR Committee.

Annual variable
compensation€1,849,880

General principle
The annual variable compensation may range from 0% to 120% of the fixed compensationand may be increased to a maximum of 180% if the financial and business targets are
exceeded, as follows:• a variable portion of up to 65% of fixed compensation linked to financial targets, including
50% based on like-for-like EBITDA and 15% based on earnings per share (EPS) at constantexchange rates. In the event that the financial targets are exceeded, as acknowledged by
the Board of Directors, the variable compensation may reach 105% of fixed compensation;• a variable portion of up to 30% of fixed compensation linked to three business targets
related to the Group's strategy, each representing 10% of fixed compensation. The
targets are the Group's transformation rate, the like-for-like growth rate for Mobility
Solutions business volume and the volume of new sales in the Benefits and Engagement,
Mobility and Complementary Solutions businesses carried out via digital and telesales
channels. In the event that the operational targets are outperformed, as acknowledged by
the Board of Directors, the variable compensation may reach 50% of fixed compensation;• a variable portion of up to 25% of fixed compensation based on qualitative CSR andmanagement objectives, namely: the roll-out of the CSR plan People, Planet, Progress, thedeployment of the Beyond22-25 strategic plan, as well as the assessment of the Chairman
and Chief Executive Officer's management skills, notably in relation to Edenred's digitaltransformation and talent retention and attraction.
Amount awarded for the 2023 financial year
Bertrand Dumazy's 2023 variable compensation was determined during the Board meeting
held on February 26, 2024, based on the recommendation of the Compensation,
Appointments and CSR Committee and after the relevant financial performance data had
been validated by the Audit and Risks Committee, as follows:• the portion based on financial targets amounted to 105% of 2023 fixed compensation(i.e., €1,081,500);• the portion based on business targets related to the Group's strategy amounted to 49.6%
of 2023 fixed compensation (i.e., €510,880);• the portion based on CSR and management targets amounted to 25% of 2023 fixedcompensation (i.e., €257,500).
This makes a total of €1,849,880.
For more details, see section 6.2.2 of the Universal Registration Document, pages 325-327.
Amount paid during the 2023 financial year (awarded for the 2022 financial year andapproved by the Combined General Meeting of May 11, 2023)
Bertrand Dumazy's 2022 variable compensation of €1,764,000 was paid during the 2023
financial year, following the approval of the Combined General Meeting of May 11, 2023
(8th resolution).

Deferred variable
compensation

Not applicable

Mr. Bertrand Dumazy was not awarded any deferred variable compensation.

Multi-annual
variablecompensation

Not applicable

Mr. Bertrand Dumazy was not awarded any multi-annual variable compensation.

Exceptional
compensation

Not applicable

Mr. Bertrand Dumazy was not awarded any exceptional compensation.

Compensation
for serving asa director

Not applicable

Mr. Bertrand Dumazy does not receive any compensation for his duties as a director.

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331

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Board of Directors’ report on corporate governanceCorporate officers’ compensation

Amounts awarded
Compensation
components to be or paid during thesubmitted to a vote 2023 financial year
Stock options
and/orperformance
shares53,385 performance
shares awarded,
valued at€2,587,200(1)Description
Mr. Bertrand Dumazy was covered by the Group's long-term incentive plan in 2023 in thesame way as the other beneficiaries of the plan (members of the Executive Committee andsenior executives in some 40 countries). On February 23, 2023, the Board of Directors used
the authorization granted at the Combined General Meeting of May 11, 2021 (17th resolution)
to allocate Mr. Bertrand Dumazy 53,385 performance shares free of charge, representing
0.02% of the Company’s share capital.
The performance shares allocated free of charge will vest provided Bertrand Dumazy is still
within the Group at the time and satisfies the performance conditions set for the following
objectives over a three-year measurement period, as follows:• 50% of the performance shares would vest based on the like-for-like EBITDA growth rate;• 25% of the performance shares would vest based on a stock market criterion,
corresponding to Edenred's total shareholder return (TSR) compared with the average TSR
for companies included in the SBF 120 index; and• 25% of the performance shares would vest based on a CSR criterion, comprising objectives
relating to diversity, greenhouse gas emissions reduction, sustainable nutrition andmobility at constant scope.
No stock options were granted to Mr. Bertrand Dumazy during 2023.

Signing bonus

Not applicable

Mr. Bertrand Dumazy did not receive a signing bonus during the financial year.

Benefitsof any kind

€4,841

Mr. Bertrand Dumazy is entitled to a company car.

Compensation
for loss of office

No compensationdue or paid

Compensation for loss of office would be payable to Mr. Bertrand Dumazy should he be forced
to stand down for any reason whatsoever, except in the event of voluntary non-renewal.
This compensation would not exceed two years' total gross annual compensation* and would
be subject to performance criteria measured over a three-year period.

Non-compete
indemnity

Not applicable

Mr. Bertrand Dumazy has not signed a non-compete clause.

Supplementary
pension plan

No compensationdue or paid

The supplementary pension plan has been set up for Group senior executives above certain
grades, whose compensation meets certain criteria, which includes the Chairman and Chief
Executive Officer.

For further details, see section 6.2.1 of the Universal Registration Document, page 321.

The supplementary pension scheme comprises an "Article 83" defined-contribution pension
plan and, since 2020, an "Article 82" funded defined-contribution pension plan (under thisplan, retirement savings are invested in an individually managed insurance policy), set up to
replace the "Article 39" defined-benefit pension plan that was closed on December 31, 2019
– in accordance with regulatory changes including the July 3, 2019, government order on
defined-benefit pension plans.
The Chairman and Chief Executive Officer participates in the Group's supplementary pension
scheme under the same terms and conditions as any other participant, as described above,with the exception of the performance condition for the Article 82 plan, i.e., the achievementof at least 60% of his annual variable compensation targets. In 2023, it is acknowledged thatthe performance condition was achieved since the level of objectives set was achieved. The
supplementary pension entitlement is taken into account in determining the Chairman andChief Executive Officer's overall compensation package.
In accordance with the compensation policy approved by the Combined General Meeting of
May 11, 2023, the following amounts were allocated to the Chairman and Chief Executive Officer:• €600,050 for Article 82;• €28,155 for Article 83.
Pension benefits conferred under a supplementary pension plan are capped at a maximum of
45% of the reference income (annual fixed and variable compensation due in respect of thereference period). In this respect, the contributions made in respect of 2023 represent 22.48%
of the Chairman and Chief Executive Officer's reference income.
For further details, see section 6.2.1 of the Universal Registration Document, pages 320-321.
Death/disability
and healthinsurance plan

No compensationdue or paid

Mr. Bertrand Dumazy is covered by the death/disability and health insurance plan set up for
employees, which has been extended to include the Chairman and Chief Executive Officer.
Premiums paid by the Company for this extended cover in 2023 amounted to €6,624.

Profit-sharing€3,853Mr. Bertrand Dumazy is covered by Edenred’s profit sharing agreement. With respect to 2023,
he will receive €3,853.

Unemployment
insurance

No compensationdue or paid

During the 2023 financial year, the Chairman and Chief Executive Officer was covered under
an insurance plan set up with Association GSC, entitling him to unemployment benefits equal
to 70% of his contractual income, capped at €18,330 per month, for a period of up to
24 months. The total annual cost of the plan for the Company in 2023 was €35,040.

(1) Performance shares are measured at their fair value at the allocation date, determined by actuarial calculation. This does not therefore correspond to thevalue of the compensation received. These performance share allocations are subject to presence and performance conditions.
*
Gross annual compensation corresponds to fixed and variable compensation, excluding any exceptional bonuses.

332

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governanceCorporate officers’ compensation

6.2.4

6

Additional information relating to corporate officers' compensation(not subject to a shareholder vote)

Mr. Bertrand Dumazy held 86,338 Edenred shares at December 31, 2023, representing 0.035% of the share capital.

Hedging instruments

Lock-up requirement

It is reminded that the Company does not allow corporate
officers and Executive Committee members who receive
performance shares to hedge the related equity risk until theend of the lock-up period set by the Board of Directors. They
therefore declared that they had not used hedging instruments
and committed not to use them in the future.

Mr. Bertrand Dumazy, in his capacity as Chairman and Chief
Executive Officer, is required to hold 15% of his performance
shares in registered form for as long as he remains in office, until
the amount of the shares held reaches the equivalent of one yearof gross annual fixed compensation (with this figure calculated
based on the gross annual fixed compensation applicable atJanuary 1 of the financial year in question).

· Performance shares held by the Chairman and Chief Executive Officer that vested during the financial year
(Table 7 of the AFEP/MEDEF Code)Chairman and Chief
Executive Officer
Bertrand DumazyPlan no. and date2020 plan (no. 12)
March 10, 2020

Number of performance
shares that vested during
the financial year
47,022

Performance conditions
Like-for-like operating EBIT and funds fromoperations (FFO) growth and Edenred TSR vs. SBF
120 TSR· Details of ongoing stock option plans during the financial year
(Table 8 of the AFEP/MEDEF Code)
None.

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333

6

Board of Directors’ report on corporate governanceCorporate officers’ compensation· Details of ongoing performance share plans during the financial year
(Table 9 of the AFEP/MEDEF Code)2024 Plan 2023 bis Plan

2021 Plan 2020 bis Plan

2020 Plan

GeneralMeeting date

May 11, 2023 May 11, 2023 May 11, 2021 May 11, 2021 May 11, 2021 May 11, 2021 May 11, 2021 May 03, 2018

May 03, 2018

Grant dateFeb. 28, 2024

July 26, 2023

Feb. 23, 2023

July 26, 2022

Feb. 23, 2022

Oct. 19, 2021

May 11, 2021

(8)

May 06, 2020

Mar. 10, 2020(9)935,926

23,950626,185

37,700646,8458,500

527,258

12,013

502,551

65,251-

53,385-59,370-54,033-48,031(1)

Total number of
performance
shares awarded,of which sharesawarded to:• Bertrand
Dumazy(10)Vesting dateMar. 1, 2027

End of lock-up
period-Performance
conditions(2)2023 Plan(3)

July 27, 2026 Feb. 24, 2026-

EBITDAEBITDA
growth,growth,Edenred's
Edenred's
TSR*
TSR*
compared with compared with
the TSR of SBF the TSR of SBF
120
120
companies and companies and
a CSR
a CSR
criterion,
criterion,
comprising
comprisingobjectives
objectives
relating torelating todiversity,
diversity,
greenhousegreenhousegas emissions gas emissions
reduction and reduction andsustainable
sustainable
nutrition andnutrition andmobility
mobility-

2022 bis Plan

(4)2022 Plan 2021 bis Plan

(5)

(6)

July 27, 2025 Feb. 24, 2025 Oct. 20, 2024 May 12, 2024 May 07, 2023 Mar. 11, 2023-

EBITDA
growth,EBITDA
Edenred's
growth,TSR*
Edenred's
compared withTSR*
the TSR of SBF
compared120
with the TSR
companies andof SBF 120
a CSR
companies
criterion,
and a CSR
comprisingcriterion,
objectives
comprising
relating to
objectives
diversity,
relating togreenhousediversity,
gas emissions
greenhouse
reduction andgas emissions
awareness to
reduction andhealthysustainable
nutrition andnutrition andthe fight
mobility
against food
waste

-

-

-

EBITDA
growth,Edenred's
EBITDA
TSR*
growth,compared
Edenred's
with the TSR
TSR*of SBF 120
compared withcompanies
the TSR of SBF
and a CSR
120
criterion,
companies andcomprisinga CSR
objectives
criterion,
relating tocomprising
diversity,
objectives
greenhouse
relating togas emissions
diversity,
reduction andgreenhouseawareness togas emissions
healthy
reduction andnutrition andnutrition
the fight
against foodwaste

EBITDA
growth,Edenred's
TSR*
comparedwith the TSRof SBF 120
companies
and a CSR
criterion,
comprisingobjectives
relating todiversity,
greenhousegas emissions
reduction andnutrition--

Like-for-like
Like-for-like
operating EBIT
operating EBIT
growth andgrowth andfunds fromfunds fromoperations
operations(FFO)** and(FFO)** andEdenred TSR*
Edenred TSR*
vs. SBF 120
vs. SBF 120 TSR
TSR

Number of
performance
shares vested at
the end of thefinancial year

-

0

0

0

350

0

875

3,920

408,835

Cumulative
number ofcanceled andforfeitedperformance
shares0027,5751,000

74,5640

94,602

8,093

93,716

Performance
shares outstandingat Dec. 31-

23,950598,61036,700571,9318,500

431,78100935,926

23,950626,185

37,700646,8458,500

527,258

12,013

502,551

TOTAL*
TSR: total shareholder return.
** Before other income and expenses.
(1) Decision of the Chairman and Chief Executive Officer pursuant to the Board delegation of February 26, 2024.
(2) Decision of the Chairman and Chief Executive Officer pursuant to the Board delegation of July 24, 2023.
(3) Decision of the Chairman and Chief Executive Officer pursuant to the Board delegation of February 20, 2023.
(4) Decision of the Chairman and Chief Executive Officer pursuant to the Board delegation of July 25, 2022.
(5) Decision of the Chairman and Chief Executive Officer pursuant to the Board delegation of February 21, 2022.
(6) Decision of the Board of Directors meeting of October 19, 2021.
(7) Decision of the Chairman and Chief Executive Officer pursuant to the Board delegation of May 10, 2021.
(8) Decision of the Board of Directors meeting of May 6, 2020.
(9) Decision of the Chairman and Chief Executive Officer pursuant to the Board delegation of February 25, 2020.
(10) Chairman and Chief Executive Officer since October 26, 2015.

334

(7)

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governance
Information about the Company's share capital6· Summary table as to multi-annual variable compensation of the Chairman and Chief Executive Officer(Table 10 of the AFEP/MEDEF Code)
None.

Employment contract
Mr. Bertrand Dumazy has never had an employment contract with Edenred or any of its subsidiaries or companies in which it has anequity interest.
· Commitments given to the Chairman and Chief Executive Officer(Table 11 of the AFEP/MEDEF Code)Chairman andChief Executive Officer

Employment contract
YES

Supplementary
pension plan

NO

YES

✗

✗

NO

Compensation or
benefit payable in thecase of termination orchange of office
YESNO

Non-compete
indemnity
YES

NO

Bertrand Dumazy
Chairman andChief Executive Officer
First appointed:
October 26, 2015✗✗

Current term ends:
General Meeting to approve
the financial statements forthe financial year ended
December 31, 2025

6.3

Information about the Company's share capital

6.3.1

Description of the Company's shares

6.3.1.1

Type, class and listing – ISINAt December 31, 2023, the Company's share capital was made up
of 249,588,059 shares with a par value of €2 each, all fully paid.
The 249,588,059 shares are ordinary shares with rights to all
distributions of interim and final dividends, reserves or equivalentamounts.

6.3.1.2

All of the shares are listed on Euronext Paris (Compartment A).
The shares are listed under ISIN FR0010908533 (ticker symbol:
EDEN).

Governing law and competent courts

The Company was incorporated on December 14, 2006, as aFrench simplified limited liability company (société par actions
simplifiée – SAS). It was converted into a French limited liability
company (société anonyme – SA) on April 9, 2010, and then into a
European company (société européenne, societas europaea – SE) by
the Combined General Meeting of May 11, 2021. It is governed
by applicable European Union law and French law provisions inforce, and its bylaws.

The courts of the district where the Company has its registeredoffice have jurisdiction over disputes where the Company isdefendant. In disputes where the Company is plaintiff, the courtof jurisdiction will be designated depending on the type of
dispute, unless otherwise specified in the French Civil Procedure
Code (Code de procédure civile).

Edenred — 2023 Universal Registration Document

335

6

Board of Directors’ report on corporate governance
Information about the Company's share capital

6.3.1.3

Form of the shares and procedures for recognizing ownership

The Company's shares may be held in registered or bearer form,
at the choice of the shareholder.
In application of Article L.211-3 of the French Monetary and
Financial Code (Code monétaire et financier), ownership of theCompany's shares is not evidenced by certificates but by an entry
in a securities account kept by the Company or an authorizedintermediary. The rights of shareholders are evidenced by anentry in their name in the books kept by:• the Company's registrar, Société Générale Securities Services(32 rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 3,
France), for registered shares;• a financial intermediary chosen by the shareholder and recognizedby the Company's registrar, Société Générale Securities Services(32 rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 3,
France), for administered registered shares; and6.3.1.4

Shares are transferred by book entry and the transfer of title
results from their being recorded in the buyer's securities
account, in accordance with Articles L.211-15 and L.211-17 of theFrench Monetary and Financial Code.
Securities services are provided by the Company's registrar,
Société Générale Securities Services (32 rue du Champ de Tir,
CS 30812, 44308 Nantes Cedex 3, France).

Rights attached to the shares

From the time of issuance, the Company's shares are subject toall of the provisions of the Company's bylaws. Based on current
laws and regulations and the Company's bylaws, the main rights
attached to the shares are described below.

Dividend rights
Each year, at least one-twentieth (5%) of profit for the financial
year, less any losses brought forward from prior years, istransferred to the legal reserve until such time as the legal
reserve represents one-tenth (10%) of the share capital. The
process resumes if, for whatever reason, the legal reserve
subsequently falls to below one-tenth of the share capital.
The balance, plus any retained earnings brought forward fromprior years, is available for distribution to shareholders in theform of dividends, in accordance with the applicable laws andregulations.
The General Meeting of shareholders called to approve thefinancial year's financial statements may decide to pay a dividend
to all shareholders.
The General Meeting of shareholders may decide to offer
shareholders the option of reinvesting all or part of any interim
or final dividend in shares of the Company, in accordance withthe applicable laws and regulations. Dividends not claimed within
five years of the payment date will be time-barred and will be
paid over to the French State.
The General Meeting may decide, before paying a dividend, todeduct from distributable profit any amounts that it thinks fit tobe credited to retained earnings or to one or more general or
special reserve accounts to be used for any purposes decided byshareholders.
The General Meeting may also decide to distribute unrestricted
reserves, as allowed by the applicable laws and regulations, inwhich case the related resolution will specify the reserve accounts
from which the dividend is to be deducted.
However, except in the case of a share capital reduction, no such
distribution may be made to shareholders if the Company's
equity represents less than the sum of its share capital andreserves restricted by the legal and regulatory provisions in force
or by the bylaws, or would represent less than that amount as aresult of the distribution.
Dividends paid to non-residents may be subject to French
withholding tax.

336

• a financial intermediary chosen by the shareholder, for bearer
shares.
Settlement/delivery of transactions in the Company's shares iscarried out through Euroclear France, as a central securities
depository.

2023 Universal Registration Document — Edenred

Voting rights
The voting rights attached to shares are proportionate to the
portion of share capital they represent. All shares have the samepar value and therefore one voting right is attached to eachshare.
However, Article 24 of the Company’s bylaws states that, undercertain circumstances, a voting right that is double that of a rightattached to the other shares, regarding the proportion of theshare capital that they represent, is attributed to all the sharesthat are fully paid up and for which proof can be provided ofregistration of at least two years in the name of the same
shareholder.
In addition, in case of an increase in the capital following theincorporation of reserves, profits or issue premiums, a double
voting right applies to registered shares, as soon as they havebeen issued, that are allocated to a shareholder for free on thebasis of old shares for which it benefits from said right.
Any share that has been converted into a bearer share or that has
seen its ownership changed loses the double voting right.
However, transfers through inheritance, liquidation of marital
assets or an inter vivos transfer to a spouse or to an eligible
relative do not result in the loss of double voting rights or abreak in the above-mentioned qualifying period. The merger of
the Company has no effect on the double voting right, which canbe exercised within the absorbing company, if this is establishedin its bylaws.
Article 24 of the Company's bylaws stipulates that voting rights
attached to shares held by beneficial and non-beneficial owners
are exercisable at Ordinary and Extraordinary General Meetingsby the beneficial owner, except that the non-beneficial owner
may also vote in his or her own name when the resolution
requires a unanimous vote of all of the shareholders pursuant to
the legal and regulatory provisions in force.
Details of the number of voting rights at December 31, 2023, arepresented in section 7.2.1 of the Universal Registration
Document, page 347.

Board of Directors’ report on corporate governance
Information about the Company's share capitalPre-emptive right to subscribe for securities
in the same class
Under current French laws and regulations, shareholders have a
pre-emptive right to subscribe for any new shares issued for cash(including shares issued upon exercise of rights), proportionately
to their stake in the Company's share capital.
The General Meeting of shareholders that decides or authorizesa share capital increase may decide to cancel shareholders'pre‑emptive rights for the entire increase or for one or several
tranches of the increase, in which case the meeting may decide
as an alternative to set a fixed period during which shareholders
may subscribe on a priority basis. When the issuance is carried out
by way of a public offer addressed exclusively to a restricted circle
of investors acting for their proprietary portfolio or to qualified
investors referred to in paragraph 1° of Article L.411-2 of theFrench Monetary and Financial Code, without pre-emptive rights,
within the limit of 20% of the share capital per year, the issuanceprice must be set in accordance with the provisions ofArticles L.225-136 and L.22-10-52 of the French Commercial
Code.
The General Meeting may further decide to reserve a sharecapital increase for certain named persons or certain categories
of persons with specified characteristics, in accordance with
Article L.225-138 of the French Commercial Code.
The General Meeting of shareholders that decides or authorizesa share capital increase may also decide to restrict participation
to the shareholders of another company that is the target of apublic exchange offer initiated by the Company in application of
Article L.22-10-54 of the French Commercial Code. Shares issued
in payment for contributions in kind are subject to the specificprocedure provided for in Article L.22-10-53 of the French
Commercial Code.
During the subscription period, the pre-emptive subscription
rights may be stripped from the underlying shares and tradedseparately. Alternatively, they may be sold with and on the sameterms as the underlying shares. Shareholders may individually
waive their pre-emptive subscription rights in application of
Articles L.225-132 and L.228-91 of the French Commercial Code.

Right to a share of the Company's profits
Shareholders are entitled to a share of the Company's profits on
the basis defined in Articles L.232-10 et seq. of the French
Commercial Code.

Right to a share of any liquidation surplus
Shares in all classes entitle their holders to a share of theCompany's net assets and, if applicable, the liquidation surplus
equal to the portion of the share capital that they represent,
taking into account any returns of capital and any unpaid portionof the par value.

6

Buyback clause – conversion clause
The bylaws do not include any share buyback or conversion clauses.

Identification of shareholders
The Company keeps informed of the composition of its shareholding
within the conditions provided by the legal and regulatory
provisions in force. In this respect, the Company uses themethods provided for by applicable laws and regulations to
obtain information about the identity of holders of current or
future rights to vote at General Meetings.

Disclosure thresholds
Any shareholder, acting alone or in concert with othershareholders, that becomes the owner of (or ceases to own) a
number of shares representing a percentage of the share capitalor voting rights provided for in the legal and regulatory
provisions in force is required to notify the Company under theconditions and subject to the penalties stipulated in the legal andregulatory provisions in force.
In addition to the legal disclosure thresholds, Article 9 of theCompany's bylaws requires any shareholder or any group ofshareholders, acting alone or in concert, that acquires or raises
its interest to 1% of the share capital or voting rights to disclose
its interest to the Company by registered letter with return
receipt requested sent to the registered office, within four
trading days of the transaction date or the signature of any
agreement resulting in the disclosure threshold being crossed,
whatever the date on which the shares are recorded in theholder's account.
The notification must include details of the total number ofshares and/or share equivalents held and the number of voting
rights held. The same disclosure rules apply to any increase in ashareholder's interest by any multiple of 0.50% of the sharecapital or voting rights beyond 1% and to any reduction in ashareholder's interest by any multiple of 1% of the share capitalor voting rights. In the case of failure to comply with theapplicable disclosure rules and at the request of one or several
shareholders representing at least 3% of the Company's sharecapital or voting rights, as duly recorded in the minutes of theGeneral Meeting, the undisclosed shares will be stripped ofvoting rights at all General Meetings held until the expiry of aperiod of two years following the date when the omission isremedied.
For the application of the above disclosure provisions, disclosableinterests include the shares or voting rights referred to in
Article L.233-9 (I.) of the French Commercial Code.

From the Company's point of view, all shares are indivisible.

6.3.1.5

Restrictions on the sale of the shares

The bylaws do not include any restrictions on the sale of the Company's shares. A description of the commitments given by the Company
and some of its shareholders is provided in section 7.2.1 of the Universal Registration Document, page 348.

6.3.1.6

French regulations governing public tender offers

The Company is subject to the legal and regulatory provisions in force in France governing mandatory public tender offers, public buyout
offers and squeeze-out procedures.

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Information about the Company's share capital

Mandatory public tender offers

Public buyout offer and squeeze-out procedure

The situations in which a public tender offer must be made for allof the shares and share equivalents of a company listed on aregulated market are specified in Article L.433-3 of the French
Monetary and Financial Code and Articles 234-1 et seq. of the
AMF's General Regulations.

The procedure for filing a buyout offer and the compulsory
buyout of minority shareholders in a company whose shares arelisted on a regulated market is specified in Article L.433-4 of theFrench Monetary and Financial Code, and Articles 236-1 et seq.
(public buyout offer) and 237-1 et seq. (squeeze-out procedure)of the AMF's General Regulations.

6.3.1.7

Public offer for the Company's shares initiated by a third party during the current
or previous financial year and items that could have an impact in the event of a publictender offer

No public offer for the Company's shares has been initiated by a third party during the current or previous financial year.
The following items could have an impact in the event of a public tender offer for the Company's shares (information disclosed inapplication of Article L.22-10-11 of the French Commercial Code):
Capital structure

See section 7.2.1 of the Universal Registration Document, pages 347 et seq., showing theownership of the share capital and voting rights and the percentages held by the main
shareholders

Restrictions on the exercise of voting
rights and share transfers in the bylaws

See section 6.3.1.4 of the Universal Registration Document, page 337, concerning thecrossing of thresholds set in the bylaws, and section 6.3.1.5 of the Universal Registration
Document, page 337, concerning share transfers

Direct or indirect equity interests in the See section 7.2.1 of the Universal Registration Document, pages 347-348
Company of which the Company is aware
List of holders of any securities carrying
special control rights and a description
thereof

There are no special control rights within the Company

Control mechanisms provided for in any In accordance with Article L.214-165 of the French Monetary and Financial Code, theemployee share ownership system when decision to tender to a public purchase or exchange offer is made by the fund's
the employee does not exercise theSupervisory Board
control rights
Agreements between shareholders ofwhich the Company is aware that could
give rise to restrictions on the transferof shares and the exercise of voting rights

The Company is not aware of any such agreements

Rules for appointing and replacing
members of the Board of Directors
and amending the Company's bylaws

See section 6.1.1 of the Universal Registration Document, pages 270 et seq., for details
about the rules applicable for appointing and replacing members of the Board of
Directors. No specific rules apply to amending the bylaws outside the applicable laws andregulations

Powers of the Board of Directors, inparticular as regards share issuancesand buybacks

See sections 7.2.3 and 6.1.5.3 of the Universal Registration Document, pages 352 and 314,
for the list of delegations granted by the General Meeting to the Board of Directors inthese areas, and section 6.1.1.3, which sets out the powers of the Board of Directors,
pages 293-294

Agreements entered into by theCompany that would change or
terminate in the event of a change ofcontrol of the Company, except where
this disclosure, other than in the case oflegal disclosure requirements, would
seriously harm its interests

Bonds liable to be redeemed early in the event of a change of control at the initiative of abondholder:• bond debt for a nominal total of €3,300 million (including several transactions); and• bonds convertible into and/or exchangeable for new and/or existing shares (OCEANE)
for a nominal total of approximately €900 million (including two transactions).
€750 million syndicated credit facility, which may be partially or fully canceled at theinitiative of each of the lenders in the event of a change of control

Agreements providing for the payment of See section 6.2.1 of the Universal Registration Document, pages 320-321, which provides
compensation for loss of office or otherinformation on compensation paid to corporate officers
termination benefits to members of theBoard of Directors or to employees if theystand down, resign, are removed fromoffice or terminated other than for grossmisconduct or if their employment ends
due to a public offer

338

2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governance
Information about the Company's share capital

6.3.2

Securities giving access to the share capital

Pursuant to:• the delegation granted by the General Meeting of May 14,
2019 (11th resolution), the Board of Directors, at its meetingof July 22, 2019, decided to authorize an issuance of bonds
convertible into and/or exchangeable for new and/or existing
shares (OCEANEs) for a maximum amount of €500,000,000,
and sub-delegated to the Chairman and Chief Executive
Officer the power to carry out this issuance. Making use of thissub-delegation, the Chairman and Chief Executive Officer
decided, pursuant to the terms of a decision dated
September 3, 2019, to launch an issuance of OCEANEs. On
September 3, 2019, the OCEANEs were placed in accordancewith paragraph II.2 of Article L.411-2 of the French Monetaryand Financial Code with qualified investors in France andoutside France (with the exception of the USA, Canada,
Australia and Japan). The nominal amount of the issuance was€499,999,997.70,
dividedinto
8,179,290
OCEANEs("OCEANEs 2019"); and• the delegation granted by the General Meeting of May 07, 2020
(18th resolution), the Board of Directors, at its meeting of
May 10, 2021, decided to authorize an issuance of OCEANEs
for a maximum amount of €500,000,000, and sub-delegatedto the Chairman and Chief Executive Officer the power tocarry out this issuance. Making use of this sub-delegation, theChairman and Chief Executive Officer decided, pursuant to
the terms of a decision dated June 9, 2021, to launch anissuance of OCEANEs. On June 9, 2021, the OCEANEs wereplaced in accordance with paragraph 1° of Article L.411-2 ofthe French Monetary and Financial Code with qualified
investors in France and outside France (with the exception of
the USA, Canada, Australia and Japan). The nominal amount of
the issuance was €399,999,983.68, divided into 6,173,792
OCEANEs ("OCEANEs 2021").

6.3.3

6

As an indication, in the event that only new Edenred ordinary
shares are delivered on conversion of the OCEANEs 2019 and
OCEANEs 2021, the resulting conversion would represent a
maximum dilution of 5.8% of the Company's current sharecapital, on the basis of 14,420,673 ordinary shares outstanding asof the date of the Universal Registration Document (taking into
account a conversion ratio of 1.003 for the OCEANEs 2019 and of
1.007 for the OCEANEs 2021 and taking into account bonds
already converted).
Reports have been drawn up by the Board of Directors and the
Statutory Auditors on the use of these delegations in accordancewith the legal and regulatory provisions in force.
At December 31, 2023, 163 shares were delivered upon exerciseof the rights attached to the aforementioned OCEANEs 2019.
It is also specified that the maximum number of new or existing
shares that may be awarded under performance share plans forwhich the vesting period is still in progress amounts to 2,607,398
at the date of the Universal Registration Document. A descriptionof the performance share plans appears in the Universal Registration
Document, page 334.
The Company has not issued any other securities giving access tothe share capital.

Shares not representing capital

The Company has not issued any shares not representing capital. There is no other form of potential capital.

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Information about the Company's share capital

6.3.4

Changes in share capital

The table below shows how the Company's share capital has changed in past financial years.
Amount of the change in capital
Transaction date

Transaction

December 14, 2006

Initial capital

370

37,000April 9, 2010

Cancellation of shares

119

11,900Issuance of shares

119

11,90050-for-1 stock-split

18,50037,000

May 11, 2010

Shares issued in payment for
assets contributed by Accor SA

225,878,896

Premium(in €)New capital(in €)

Total
number ofshares370

100

451,757,792 647,427,593.63

25,100251

37,000370

37,00018,500451,794,792

225,897,396

July 23, 2013

Cancellation of shares

259,066

518,132

4,149,941

451,276,660

225,638,330

August 7, 2013

Issuance of shares after vestingof shares allocated free of charge

259,066

518,132(518,132)

451,794,792

225,897,396

June 16, 2014

Issuance of shares after dividend
reinvestment

2,914,150

5,828,300

55,223,142

457,623,092

228,811,546

December 16, 2014

Issuance of shares after exerciseof stock options

1,622,871

3,245,742

18,971,362

454,377,350

227,188,675

Cancellation of shares

1,622,871

3,245,742(33,990,695)

457,623,092

228,811,546

February 11, 2015

Issuance of shares after exerciseof stock options

52,975

105,950

619,278457,729,042

228,864,521

June 4, 2015

Issuance of shares after dividend
reinvestment

2,005,302

4,010,604

38,040,578

461,739,646

230,869,823

July 23, 2015

Cancellation of shares

1,532,905

3,065,810 (30,222,379.86)

458,673,836

229,336,918

August 7, 2015

Issuance of shares after vestingof shares allocated free of charge

602,422

1,204,844(1,204,844)

459,878,680

229,939,340

Issuance of shares after exerciseof stock options

877,508

1,755,016

10,708,628

461,633,696

230,816,848

Issuance of shares after exerciseof stock options

79,778

159,556

1,026,300.82

461,793,249

230,896,626

Cancellation of shares

79,778

159,556(1,557,421.93)

461,633,696

230,816,848

Issuance of shares after exerciseof stock options

2,400

4,800

28,056461,638,496

230,819,248

Cancellation of shares

503,913

1,007,826(9,215,133.48)

460,630,670

230,315,335

March 12, 2016

Issuance of shares after vestingof shares allocated free of charge

501,513

1,003,026(1,003,026)

461,633,696

230,816,848

June 15, 2016

Issuance of shares after dividend
reinvestment

2,862,997

5,725,994

37,619,780.58

467,359,690

233,679,845

December 18, 2015

February 10, 2016340

Par value(in €)

Number ofshares2023 Universal Registration Document — EdenredBoard of Directors’ report on corporate governance
Information about the Company's share capital

Amount of the change in capital
Number ofsharesPar value(in €)

Premium(in €)New capital(in €)

Total
number ofsharesTransaction date

Transaction

July 21, 2016

Issuance of shares after exerciseof stock options

45,886

91,772536,407.34

467,451,462

233,725,731

Cancellation of shares

45,886

91,772(741,882.29)

467,359,690

233,679,845

Issuance of shares after exerciseof stock options

260,731521,462

3,357,717.39

467,881,152

233,940,576

Cancellation of shares

260,731521,462(4,253,357.94)

467,359,690

233,679,845

8,500

17,00099,365467,376,690

233,688,345

December 15, 2016

February 22, 2017

Issuance of shares after exerciseof stock options
Cancellation of shares

535,298

1,070,596(8,504,081.62)

466,306,094

233,153,047

February 28, 2017

Issuance of shares after vestingof shares allocated free of charge

526,798

1,053,596(1,053,596)

467,359,690

233,679,845

June 13, 2017

Issuance of shares after dividend
reinvestment

1,722,895

3,445,790

31,322,231.10

470,805,480

235,402,740

July 24, 2017

Issuance of shares after exerciseof stock options

720,326

1,440,652

9,781,939.74

472,246,132

236,123,066

Cancellation of shares

720,326

1,440,652 (14,530,974.53)

470,805,480

235,402,740

Issuance of shares after exerciseof stock options

234,510469,020

3,342,369.10

471,274,500

235,637,250

Cancellation of shares

234,510469,020(4,807,177.14)

470,805,480

235,402,740

December 20, 2017

December 31, 2017

Issuance of shares after exerciseof stock options

500

1,000

5,845

470,806,480

235,403,240

February 19, 2018

Issuance of shares after vestingof shares allocated free of charge

381,970

763,940(763,940)

471,570,420

235,785,210

Cancellation of shares

382,470

764,940(6,554,678.40)

470,805,480

235,402,740

June 8, 2018

Issuance of shares after dividend
reinvestment

3,863,610

7,727,220

88,399,396.80

478,532,700

239,266,350

July 23, 2018

Issuance of shares after exerciseof stock options

501,565

1,003,130

6,917,734.85

479,535,830

236,123,066

Cancellation of shares

501,565

1,003,130(1,003,130)

478,532,700

239,266,350

Issuance of shares after exerciseof stock options

144,950

289,900

2,008,041.50

478,822,600

239,411,300

December 18, 2018

Cancellation of shares

144,950

289,900(289,900)

478,532,700

239,266,350

February 18, 2019

Issuance of shares after vestingof shares allocated free of charge

406,406

812,812(812,812)

479,345,512

239,672,756

February 20, 2019

Cancellation of shares

406,406

812,812(8,582,434)

478,532,700

239,266,350

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Information about the Company's share capital

Amount of the change in capital
Par value(in €)

Premium(in €)New capital(in €)

Total
number ofsharesTransaction date

Transaction

May 3, 2019

Issuance of shares after vestingof shares allocated free of charge

487,951

975,902(975,902)

479,508,602

239,754,301

May 14, 2019

Cancellation of shares

487,951

975,902(13,343,201)

478,532,700

239,266,350

June 11, 2019

Issuance of shares after dividend
reinvestment

3,938,507

7,877,014

136,193,572

486,409,714

243,204,857

December 18, 2019

Issuance of shares after exerciseof stock options

126,850

253,700(2,145,339)

486,663,414

243,331,707

Cancellation of shares

126,850

253,700(5,275,453)

486,409,714

243,204,857

February 21, 2020

Issuance of shares after vestingof shares allocated free of charge

381,930

763,860(763,860)

487,173,574

243,586,787

February 25, 2020

Cancellation of shares

381,930

763,860

Cancellation of shares

398,371796,742(31,547,316)

485,612,972

242,806,486

March 9, 2020

Issuance of shares after vestingof shares allocated free of charge

398,371796,742(796,742)

486,409,714

243,204,857

June 5, 2020

Issuance of shares after dividend
reinvestment

3,378,494

6,756,988

102,672,433

493,166,702

246,583,351

March 1, 2021

Issuance of shares after vestingof shares allocated free of charge

282,008

564,016(564,016)

493,730,718

246,865,359

Cancellation of shares

282,008

564,016(11,433,579)

493,166,702

246,583,351

June 9, 2021

Issuance of shares after dividend
reinvestment

3,004,708

6,009,416

118,205,213

499,176,118

249,588,059

February 21, 2022

Issuance of shares after vestingof shares allocated free of charge

525

1,050

(9,226,031)

499,177,168

249,588,584

Cancellation of shares

237,271474,542(9,224,981)

498,702,626

249,351,313

February 28, 2022

Issuance of shares after vestingof shares allocated free of charge

236,746

473,492(473,492)

499,176,118

249,588,059

October 14, 2022

Issuance of shares after vestingof shares allocated free of charge

700

1,400

(1,400)499,177,518

249,588,759

Cancellation of shares

700

1,400

(31,452)

499,176,118

249,588,059

February 20, 2023

Cancellation of shares

208,027

416,054(8,393,121)

498,760,064

249,380,032

March 13, 2023

Issuance of shares after vestingof shares allocated free of charge

208,027

416,054(416,054)

499,176,118

249,588,059

499,176,118

249,588,059

DECEMBER 31, 2023

342

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6

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Information about the Company's share capital

2023 Universal Registration Document — Edenred

Information on capital and shareholders

7

7

Information on capitaland shareholders
AFR

7.1

The Company

346

7.2

Ownership structure

347

7.2.1
7.2.2
7.2.3
7.2.4

Ownership of shares and voting rights
Employees’ interests in Edenred’s capital
Buyback and sale by Edenredof its own shares
Share buyback programs

7.3

Dividends

7.3.1

Dividends paid over the past threefinancial years
Tax regime applicable to dividends paid

7.3.2

7.4

Market for Edenred
securities

7.4.1

Edenred share performance during the 2023
financial year and the beginning of 2024
Corporate officers’ and executives’ dealingsin the Company’s securities

7.4.2

7.5

Investor relations
and documents available
to the public

347
349

7.5.1
7.5.2

351
353

7.5.3
7.5.4
7.5.5

Meetings with investors
Optimized and accessible investorand shareholder publications
General Meeting
Financial calendar
Contacts

354
354
354

7.6

Becoming an Edenred
shareholder

7.6.1
7.6.2

Registered shares
Bearer shares

357
357
357
357
358
358

359
359
359

355
355
356

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Information on capital and shareholders
The Company

7.1

The Company

Corporate name

EdenredLegal form

European company (of French nationality, with a Board of Directors)(1)

Registered office

14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France

Phone+33 (0)1 74 31 75 00

Websitehttp://www.edenred.com/(2)Date of incorporation

December 14, 2006

Term

99 years as from the date of incorporation, except in the event of early dissolution or extension

Financial year

From January 1 to December 31

Trade and Companies
registration

493.322.978 R.C.S. Nanterre

APE code

7010Z

LEI

9695006LOD5B2D7Y0N70

ISIN

FR0010908533

TickerEDEN

Applicable legislation

Governed in particular by the provisions of Council Regulation (EC) no. 2157/2001 of October 8,
2001, on the Statute for a European company (SE) and those of Council Directive 2001/86/EC of
October 8, 2001, supplementing the Statute for a European company, as well as by the legal andregulatory provisions in force in France applicable to SE and those applicable to SA that arecompatible with the above-mentioned Regulation (EC) no. 2157/2001 and with the specific provisions
applicable to SE

Corporate purpose

Set out in Article 3 of the Company’s bylaws, which are obtainable on request from the Company’s
registered office and may be consulted on its website (https://www.edenred.com/en/group/
governance)(1) The Company was incorporated as a French simplified limited liability company (société par actions simplifiée – SAS) on December 14, 2006. It was converted intoa French limited liability company (société anonyme – SA) on April 9, 2010, and then into a European company (société européenne, Societas Europaea – SE) by
the Combined General Meeting of May 11, 2021.
(2) It is specified that the information appearing on the Company’s website is not part of the Universal Registration Document, unless this information isincorporated therein by reference.

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Information on capital and shareholders
Ownership structure

7.2

Ownership structure

7.2.1

Ownership of shares and voting rights

In accordance with the declaration as to the number of sharesand voting rights made by the Company on January 4, 2024,
pursuant to Article L.233-8 (II.) of the French Commercial Codeand Article 223-16 of the General Regulations of the French
financial markets authority (Autorité des marchés financiers –AMF), at December 31, 2023, the Company's capital was made up
of 249,588,059 shares representing a total of 252,714,842
voting rights, of which 252,082,613 were exercisable.
At December 31, 2023(2)At December 31, 2023, the Company had 2,902 registeredshareholders representing 1.54% of the total number of sharesand 2.64% of exercisable voting rights.
The Company’s ownership structure over the last three years was
as follows:

At December 31, 2022(2)At December 31, 2021(2)Numberof shares%
capital% voting
rightsNumberof shares%
capital% voting
rightsNumberof shares%
capital% voting
rightsThe Capital Group
Companies Inc.

24,703,213

9.90%

9.76%

25,040,285

10.03%

9.82%

25,040,285

10.03%

9.83%

FMR LLC

12,768,390

5.12%

5.04%

16,871,794

6.76%

6.62%

15,194,354

6.09%

5.96%

Select Equity
Group LP

12,109,584

4.85%

4.78%

12,366,937

4.95%

4.85%

12,535,459

5.02%

4.92%

Other institutional
investors

190,101,286

76.17%

75.22%

170,653,492

68.37%

66.94%

170,620,739

68.36%

66.97%

9,273,357

3.72%

5.16%

11,656,851

4.67%

6.67%

12,725,475

5.10%

7.03%

632,229

0.25%

0.25%

578,971

0.23%

0.23%

1,052,018

0.42%

0.41%

249,588,059

100%

100%

249,588,059

100%

100%

249,588,059

100%

100%

Individual
shareholders
Edenred(treasury shares)(1)
TOTAL

7

Sources: Euroclear France, Edenred share register, additional survey and disclosures made to the AMF.
(1) At December 31, 2023, the Company held 632,229 shares in treasury, representing 0.25% of the total number of shares making up the share capital.
The voting rights associated with shares held in treasury are not exercisable.
(2) Date of the last shareholder survey for the year.

0.25%
3.72%

Institutional
investors

96.03%

Individual
shareholders

Treasury shares

The free float represents 99.75% of outstanding shares at December 31, 2023.

Edenred — 2023 Universal Registration Document

347

7

Information on capital and shareholders
Ownership structure

During the past three years, the following registered intermediaries and fund managers notified the AMF of changes in their interests, inaccordance with disclosure threshold rules:
Registeredintermediaryor fund manager

Disclosure date

AMF
referenceno.

FMR LLC

February 1, 2021

221C0244

Increase

FMR LLCMarch 3, 2021

221C0478

Increase

JP Morgan Chase & Co

March 15, 2021

221C0570

JP Morgan Chase & Co

Increaseor decrease Number ofin interest shares held

% capital

Numberof votingrights held

% voting
rights12,370,155

5.02%

12,370,155

4.91%

12,641,544

5.12%

12,641,554

5.02%

Increase

12,885,757

5.23%

12,885,757

5.12%

May 5, 2021

221C1159

Decrease

11,067,127

4.49%

11,067,127

4.40%

FMR LLC

June 17, 2021

221C1426

Increase

14,505,178

5.88%

14,505,178

5.76%

FMR LLC

June 22, 2021

221C1476

Increase

14,900,550

6.04%

14,900,550

5.92%

Wellington

October 8, 2021

221C2657

Decrease

12,681,809

5.08%

12,681,809

4.98%

Wellington

October 12, 2021

221C2700

Decrease

12,419,729

4.98%

12,419,729

4.87%

FMR LLC

November 9, 2021

221C3069

Increase

15,471,098

6.20%

15,471,098

6.07%

FMR LLC

November 15, 2021

221C3092

Decrease

15,194,354

6.09%

15,194,354

5.96%

FMR LLC

April 6, 2022

222C0779

Increase

16,871,794

6.76%

16,871,794

6.61%

Select Equity Group LP

July 22, 2022

222C1902

Decrease

12,744,453

5.11%

12,744,453

4.99%

Select Equity Group LP

August 8, 2022

222C2026

Decrease

12,366,937

4.95%

12,366,937

4.85%BlackRockMay 17, 2023

223C0737

Increase

12,524,828

5.02%

12,524,828

4.91%BlackRockMay 22, 2023

223C0747

Decrease

12,309,965

4.93%

12,309,965

4.83%

BlackRockJune 2, 2023

223C0809

Increase

12,506,365

5.01%

12,506,365

4.90%

BlackRockJune 9, 2023

223C0849

Decrease

12,477,599

4.99%

12,477,599

4.89%

BlackRockJune 13, 2023

223C0861

Increase

12,556,149

5.03%

12,556,149

4.92%

BlackRockJune 16, 2023

223C0910

Decrease

12,476,921

4.99%

12,476,921

4.89%BlackRockJune 19, 2023

223C0915

Increase

12,566,760

5.04%

12,566,760

4.93%BlackRockJune 21, 2023

223C0932

Decrease

12,458,236

4.99%

12,458,236

4.88%BlackRockJune 21, 2023

223C0941

Increase

12,615,821

5.05%

12,615,821

4.95%BlackRockJune 22, 2023

223C0951

Decrease

12,418,079

4.98%

12,418,079

4.87%BlackRock

August 16, 2023

223C1291

Increase

12,487,623

5.00%

12,487,623

4.93%BlackRock

August 17, 2023

223C1296

Decrease

12,472,135

4.99%

12,472,135

4.93%

November 10, 2023

223C1822

Decrease

15,896,892

6.37%

15,896,892

6.28%BlackRockJanuary 9, 2024

224C0044

Increase

12,483,242

5.00%

12,483,242

4.94%BlackRockJanuary 12, 2024

224C0071

Decrease

12,308,157

4.93%

12,308,157

4.87%

BlackRockJanuary 15, 2024

224C0078

Increase

12,521,300

5.02%

12,521,300

4.95%BlackRockJanuary 17, 2024

224C0100

Decrease

12,405,463

4.97%

12,405,463

4.91%

FMR

These disclosures are available for consultation on the AMF website.

Shareholders’ agreement(s) on the securities making up the Company’s capital
None.

Voting rights of the shareholders
As of December 31, 2023, each Edenred share entitled its holder
to one vote, with the exception of treasury shares.
However, Article 24 of the Company’s bylaws states that, undercertain circumstances, a voting right that is double that of a rightattached to the other shares, regarding the proportion of theshare capital that they represent, is attributed to all the sharesthat are fully paid up and for which proof can be provided ofregistration of at least two years in the name of the same
shareholder (see section 6.3.1.4 “Rights attached to the shares”,
page 336).

Agreement(s) that may lead to a change of control
None.
For more information about the Company’s share capital, see section 6.3 of the Universal Registration Document, page 335.

348

2023 Universal Registration Document — Edenred

Information on capital and shareholders
Ownership structure

7.2.2

7

Employees’ interests in Edenred’s capital(a) Employee stock ownership
At December 31, 2023, the proportion of share capital held by employees was 0.33%.

(b) Information on stock option plans for employees
No stock options were granted to Group employees or corporate
officers during the 2023 financial year. Moreover, the Board of
Directors has no ongoing authorizations granted by the General
Meeting for the issuance of stock options.
The last stock option plan for certain Group employees andcorporate officers (2012 plan) expired on February 27, 2020.

· Stock options granted to and exercised by the top ten
employees other than corporate officers during thefinancial year
None.

(c) Information on free allocations of shares to employees
Pursuant to the authorizations granted by the General Meetingsof May 3, 2018, May 11, 2021, and May 11, 2023, the Board of
Directors’ meetings of February 25, 2020, May 6, 2020, May 10,2021, October 19, 2021, February 21, 2022, July 25, 2022,
February 20, 2023, July 24, 2023, and February 26, 2024, defined
the terms and conditions of plans for the free allocation of
performance shares to certain Group employees and/or corporate
officers.
Information on historical share allocations and the terms andconditions of said allocations can be found in section 6.2.4 of the
Universal Registration Document, page 334.
In accordance with the AFEP/MEDEF Code, the performance
share allocations are made at the same time every year, after theannual results have been published, save for:• the Group free share allocation plan of May 11, 2021, which
required the General Meeting to approve a new authorization
following the Covid-19 pandemic; andPursuant to the 11th resolution of the General Meeting of
May 11, 2023, the maximum total number of shares allocatedfree of charge may not exceed 1.5% of the Company's sharecapital on the allocation date. The number of shares allocated to
the Company’s executive corporate officers may not represent,
during a financial year, more than 0.1% of the share capital at theallocation date. This resolution is still in force.
Performance shares are not allocated systematically to a given
category of employees, but are designed to reward personal
performance, measured in terms of the results obtained,
individual achievements and potential (it being however
specified that, as an exception, and for a total not exceeding
15% of the aforementioned overall ceiling of 1.5% of the sharecapital, the allocation may be made for the benefit of theemployees of the Company and/or the Group, with the exceptionof corporate officers and members of the Executive Committeeof the Company, without any performance condition).

• the free share allocation plans of October 19, 2021, July 26,
2022, and July 24, 2023, set up for certain Edenred employees
in order to give them an immediate stake in the Group’s
development, align their interests with those of theshareholders and retain key profiles.

2023 financial year and beginning of 2024 financial year
The General Meetings of May 11, 2021, and May 11, 2023,
authorized the Board of Directors to allocate performance
shares free of charge. According to the terms of theseauthorizations, the number of performance shares allocatedduring the 26-month authorization period may not exceed 1.5%of the share capital. It is specified that this amount will be
deducted from the maximum amount of share capital increases
without pre-emptive subscription rights carried out or which may
ultimately be carried out pursuant to the 17th resolution of the
Combined General Meeting of May 11, 2022, as well as from theaggregate maximum amount of all the share capital increases
carried out or which may be ultimately carried out pursuant to
the 16th resolution of the Combined General Meeting of May 11,2022, or any resolutions with the same purpose that may
supersede the said resolutions while this authorization is in force.
Executive corporate officers may not be awarded more than
0.1% of the share capital during a financial year.
Pursuant to the authorization granted by the General Meeting of
May 11, 2021, the Board of Directors decided to set up a
performance share plan in February 2023 for 434 beneficiaries(of which 284 men and 150 women) including the Chairman andChief Executive Officer, allocating a total of 626,185 shares
representing 0.25% dilution at the allocation date.
Pursuant to the authorization granted by the General Meeting of
May 11, 2023, the Board of Directors decided to set up:• a performance share plan in July 2023 for 16 beneficiaries (ofwhich 13 men and 3 women), to give them an immediatestake in the Group's development, align their interests withthose of the shareholders and retain key profiles, allocating a
total of 23,950 shares representing 0.01% dilution at theallocation date; and• a performance share plan in February 2024 for 537
beneficiaries (of which 332 men and 205 women) including
the Chairman and Chief Executive Officer, allocating a total of935,926 shares representing 0.37% dilution at the allocation
date.
The vesting of the performance shares allocated free of charge issubject to a presence condition as well as the achievement of
performance conditions set for the following objectives andassessed over three consecutive financial years:• 50% of the performance shares would vest based on thelike‑for-like EBITDA growth rate versus the annual guidance;• 25% of the performance shares would vest based on a stock
market criterion, corresponding to Edenred's total
shareholder return (TSR) compared with the average TSR forcompanies included in the SBF 120 index; and• 25% of the performance shares would vest based on a CSR
criterion, comprising objectives relating to diversity, greenhousegas emissions reduction and sustainable nutrition andmobility at constant scope (the “CSR Objectives”).

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7

Information on capital and shareholders
Ownership structure

The Board of Directors’ meetings of February 20, 2023, July 24, 2023, and February 26, 2024, based on the proposal of theCompensation, Appointments and CSR Committee, set the ranges to be reached for each objective (lower and upper limits) for
calculating the performance. The criteria are as follows:
ANNUAL LIKE-FOR-LIKE EBITDA GROWTH RATE (“LIKE-FOR-LIKE EBITDA GROWTH”)
VERSUS THE ANNUAL GUIDANCE (BASE 100)
Like-for-like EBITDA growth <80%

0%Like-for-like EBITDA growth ≥80% but <100%75%

Like-for-like EBITDA growth = 100%100%

Like-for-like EBITDA growth >100% but <120%

125%

Like-for-like EBITDA growth ≥120%

150%

EDENRED’S TSR COMPARED WITH THAT OF SBF 120 COMPANIES (BY SEXTILE)
6th sextile (101 to 120)0%

5th sextile (81 to 100)

0%

4 sextile (61 to 80)

25%(1)

th

3 sextile (41 to 60)

100%

2nd sextile (21 to 40)

125%

1 sextile (1 to 20)

150%

rd

st

ACHIEVEMENT OF THE CSR OBJECTIVES AT CONSTANT SCOPE
Diversity Objective
2023 = 33%
2024 = 34%
2025 = 35%
2026 = 36%
Emissions Objective
2023 = - 52%

50% (if 1 of the 3 CSR Objectives is achieved)2024 = - 53%

100% (if 2 of the 3 CSR Objectives are achieved)2025 = - 54%

150% (if all of the CSR Objectives are achieved)2026 = - 55%
Sustainable Nutrition and Mobility Objective
2023 = 51%
2024 = 55%
2025 = 60%
2026 = 64%(1) 50% for the February 2023 plan, in accordance with the authorization granted by the General Meeting of May 11, 2021.

Edenred’s TSR measures the total return for shareholders, taking
into account Edenred’s share price appreciation and thedividends paid to shareholders.
The SBF 120 TSR will be calculated based on the TSR of eachcompany of the SBF 120 index.
The CSR criterion is based on objectives relating to:• diversity, i.e., the percentage of women in management
positions within the Group (at present (i) the Extended Group
Executive Committee – mainly comprising the Executive
Committee, the Regional Directors and the General Managersof the main business units, (ii) the General Managers of thebusiness units, (iii) the Country and Regional Management
Committees and (iv) the executive teams at Edenred’s
corporate headquarters reporting directly to a member of the
Executive Committee);• greenhouse gas emissions, i.e., the percentage reduction in theintensity of greenhouse gas emissions compared with 2013;
emission intensity is measured as the sum of scopes 1 and 2
emissions from stationary sources per square meter of building;

350

2023 Universal Registration Document — Edenred• sustainable nutrition and mobility:• the percentage of users of employee Benefits &Engagement solutions and merchants accepting employee
Benefits & Engagement solutions who have been madeaware by the Group of the benefits of balanced nutrition
and the fight against food waste by means of at least one
dedicated message per year, and• the percentage of distribution points accessible via Mobility
Solutions including at least one alternative to fossil fuels
compared with the total number of distribution points inthe Edenred network.
This indicator is made up of 70% of Edenred’s sustainable
nutrition performance and 30% of its sustainable mobility
performance, in relation to the weight of each of its
product lines.
The level of achievement of the performance objectives will beassessed based on the information provided by the Edenredgroup’s Finance and Human Resources & Corporate Social
Responsibility Departments.

Information on capital and shareholders
Ownership structure

7

In addition, the Board of Directors, at its meeting held on February 20, 2023, to approve the full-year financial statements for
publication, after consulting the Compensation, Appointments and CSR Committee, determined the actual performance against thetargets under the 2020 free performance share allocation plan, as follows:
Operating EBIT
37.5%

Funds from operations (FFO)
37.5%

TSR
25%

2020-2022% vested

2020-2022% vested

2020-2022% vested

2020-2022% vested(capped at 100%)

100%

100%

91.7%

97.9%

For the 2023 financial year, performance shares allocated free of charge to and vested for the top ten employees other than corporate
officers during the financial year were as follows:· Performance shares allocated free of charge to and vested for the top ten employees other than corporate officers
during the financial year
Number of performance
shares allocated/vestedFair value(in €)

Shares allocated during the financial year by the issuer and any company included in thescope of share allocation to the ten employees of the issuer or any company included insuch scope, who received the largest number of allocated shares(aggregate information)

119,500

5,790,970

Shares vested during the financial year for the ten employees of the issuer or of thesecompanies, who received the largest number of vested shares (aggregate information)

98,9763,740,303

Information on performance shares allocated free of chargeduring the financial year to the Chairman and Chief Executive
Officer can be found in section 6.2.2 of the Universal
Registration Document, pages 327-328. Information on
performance shares for the Chairman and Chief Executive
Officer that vested during the financial year can be found insection 6.2.4 of the Universal Registration Document, page 333.

7.2.3

Lastly, the Board of Directors, at its meeting held on February 26, 2024,
to approve the full-year financial statements for publication,
after consulting the Compensation, Appointments and CSR
Committee, determined the actual performance against thetargets under the 2021 free performance share allocation plan,
as follows:

EBITDA
50%

TSR
25%

CSR
25%

2021-2023% vested

2021-2023% vested

2021-2023% vested

2021-2023% vested(capped at 100%)

150%

66.7%

150%

100%

Buyback and sale by Edenred of its own shares

The authorizations granted by the General Meetings of May 11, 2022,
and May 11, 2023, were used by Edenred during the 2023
financial year, enabling it to implement a share buyback program.

At December 31, 2023, the Company held 632,229 shares
directly or indirectly, representing 0.25% of the total number ofshares making up the Company’s share capital at the same date.

(a) Transactions carried out excluding the liquidity contract
During the 2023 financial year, the Company:• bought back 400,460 Edenred shares for the purpose of freeallocation of shares in accordance with the provisions ofArticles L.225-197-1 et seq. of the French Commercial Code;• delivered 204,728 Edenred shares as part of the delivery of
performance shares allocated to certain employees andcorporate officers under the free performance shareallocation plans of March 10, 2020, and May 6, 2020, relating
to beneficiaries who are French tax residents;• canceled 208,027 Edenred shares totaling €8,809,175 tooffset the stock dilution following the share capital increase
resulting from the free allocation of shares to beneficiaries ofthe plan of March 10, 2020, who are not French tax residents.
In addition, during the 2023 financial year, 208,027 sharesbought back for the purpose of allocating performance shareswere reallocated for the purpose of cancellation.

Edenred — 2023 Universal Registration Document

351

7

Information on capital and shareholders
Ownership structure(b) Transactions carried out under the liquidity contract
Since July 5, 2022, the Company has entrusted Exane (contract
transferred to BNP Paribas Arbitrage on October 23, 2023,
following the acquisition of Exane by BNP Paribas) withmaintaining a liquid market for its shares on the Euronext Paris
stock exchange. The contract complies with the regulations of
the AMF, in particular AMF decision no. 2021‑01 of June 22, 2021.
During the 2023 financial year, under said liquidity contract, theCompany:• purchased 2,858,843 shares at an average price of €55.61 pershare, for a total outlay of €158,992,459; and• sold 2,793,290 shares at an average price of €55.61 per share,
for total proceeds of €155,606,287.
At December 31, 2023, the Company held 122,713 shares at an
average price of €52.23 per share, for a total of €6,408,766
representing 0.05% of the share capital.
In addition, the Company’s balance sheet at December 31, 2023,
included €14,184,331 in marketable securities and cash held
under the liquidity contract.
Details of Edenred’s share buyback program are available insection 7.2.4 below.

(c) Utilization of authorizations granted by the General Meeting
Utilization of the authorization
Type and dateof authorization

Maximum
amount authorized

Duration

In 2023

Purchase for allocationof performance shares:

In 2024(until February 26)

SHARE BUYBACK PROGRAM
General Meetingof May 11, 2022

10% of the capital at
the completion date

Duration:
18 months(14th resolution)

Maximum
purchase price:€70

Early termination:
May 11, 2023

10% of the capital at
the completion date

Duration:
18 months

Maximum
purchase price:€75

Expiry date:November 11, 2024

N/A

200,460 shares
Purchase under
the liquidity contract:
1,260,120 shares

General Meeting of
May 11, 2023
(10th resolution)

Purchase for allocationof performance shares:

Purchase for allocationof performance shares:

200,000 shares

275,357 shares

Purchase under
the liquidity contract:

Purchase under
the liquidity contract:

1,598,723 shares

350,298 shares

Cancellation of 208,027 shares(i.e., around 0.08% of the share
Expiry date: capital) as decided by the Board
July 11, 2024 of Directors on February 20, 2023

None

CAPITAL REDUCTION BY CANCELLATION OF SHARESGeneral Meetingof May 11, 2022
(15th resolution)

10% of the capitalat the cancellation
date for each
24‑month period

Duration:
26 months

The General Meeting of May 7, 2024, will decide whether to renew the authorization to buy back the Company’s shares and the authorization
to reduce the share capital by canceling shares, under the terms defined in sections 8.2 and 8.3 of the Universal Registration Document.

(d) Overview of the share buybacks carried out during the 2023 financial year
The number of shares held by the Company at December 31, 2023, is summarized below:
Number of Edenred shares canceled over the last 24 months

445,998

Number of Edenred shares held in treasury at December 31, 2023, of which:632,229• shares held for cancellation• shares held for free allocation of performance shares• shares held for the delivery of shares upon the exercise of rights attached to securities giving access to theCompany’s share capital• shares held under the liquidity contract with BNP Paribas Arbitrage
Percentage of capital held by the Company directly and indirectly at December 31, 2023

0509,516
0
122,7130.25%

Book value of treasury shares at December 31, 2023

€33,150,684

Market value of treasury shares at December 31, 2023

€34,227,614

The total amount of buyback transaction fees excluding tax was €17,179(1) in 2023.
The Company held no open long or short positions in derivatives at December 31, 2023.

(1) Excluding the liquidity contract. BNP Paribas Arbitrage’s management of Edenred shares on the Euronext Paris stock exchange under the liquidity contract isbilled at a flat annual rate, making it impossible to isolate buyback transaction fees.

352

2023 Universal Registration Document — Edenred

Information on capital and shareholders
Ownership structure

7.2.4

7

Share buyback programs(a) Overview of the current share buyback program
The Combined General Meeting of May 11, 2023 (10th resolution)
granted the Board of Directors authorization to buy back anumber of shares that may not exceed 10% of the total numberof shares outstanding, as allowed by Articles L.225-210 et seq.
and L.22-10-62 et seq. of the French Commercial Code. Thisauthorization was granted for a period of 18 months.

The maximum purchase price was set at €75 per share. It may be
adjusted to reflect the impact of any corporate actions.
The purposes of this share buyback program are provided in the
program description published on the Company’s website inaccordance with Articles 241-1 et seq. of the AMF’s General
Regulations.

The characteristics of the buyback program are as follows:
Type of security

SharesMaximum percentage of capital that may be purchased
into treasury

10% (the number of Edenred shares purchased into treasury andsubsequently remitted in connection with a merger, demerger or asset
contribution may not exceed 5% of Edenred’s share capital)

Maximum number of shares that may be purchased

24,958,805 shares (i.e., 10% of the share capital at December 31, 2022)

Maximum total amount allocated to the program€1,871,910,375

Maximum purchase price per share
Validity€75
18 months, i.e., until November 11, 2024(b) Description of the share buyback program proposed at the Combined General Meetingof May 07, 2024 (15th resolution)
This section constitutes the description of the share buyback
program established in accordance with Articles 241-1 et seq. of
the AMF’s General Regulations.

• holding shares in treasury for subsequent remittance inpayment or exchange in connection with mergers, demergers
or asset contributions;

At the Combined General Meeting scheduled for May 07, 2024
(15th resolution), the Board will submit a proposal to approve a
new 18-month authorization that would cancel, for theremaining period, and supersede, for the unused portion, theauthorization granted by the Combined General Meeting of May
11, 2023 (10th resolution) to buy back a number of shares that
may not exceed 10% of the total number of shares outstandingat the buyback date, i.e., on an indicative basis, at December 31,
2023, 24,958,805 shares, at a maximum purchase price of €80
per share. The total amount allocated to this buyback program
could not exceed €1,996,704,400 on this basis.

• ensuring the liquidity of or making a market in Edenred
shares, under a liquidity contract entered into with aninvestment services provider that complies with AMF-approved
market practice;

Subject to approval of the authorization by the Combined
General Meeting of May 07, 2024 (15th resolution), and inaccordance with the provisions of Articles L.225-210 et seq. andL.22-10-62 et seq. of the French Commercial Code, the AMF’s
General Regulations and Regulation (EU) no. 596/2014 ofApril 16, 2014, as well as the associated delegated andimplementing acts adopted by the European Commission, theshare buybacks will be used for the following purposes:• canceling all or some of the shares acquired as part of a capital
reduction, subject to the adoption by the Combined General
Meeting of May 07, 2024, of the 16th resolution or any other
resolution for the same purpose that may supersede the said
resolution while this authorization is in force;• allocating, covering and honoring any stock option plans, freeshare allocation plans, employee savings plans or any otherform of allocation to employees and/or corporate officers of
the Company and companies that are related to the Company
as defined in the legal and regulatory provisions in force;• enabling the Company to trade in Edenred shares for any
other purpose currently authorized or that may be authorized in
the future by the legal and regulatory provisions in force, or tocarry out any market practice that may be authorized in any
new regulations adopted by the AMF. In such cases, theCompany will inform its shareholders through a press release.
In the event of a transaction affecting shareholders’ equity, theBoard of Directors may adjust the maximum price in order totake into account the impact of said transactions on the value ofthe share.
The purchase, sale or transfer of shares may be carried out andsettled by any means, on the basis and within the limitsprescribed by the legal and regulatory provisions in force, in one orseveral transactions, via regulated markets, multilateral trading
facilities, systematic internalizers or over the counter, including
through block purchases or sales or the use of derivative
instruments (excluding sales of put options). The entire buyback
program may also be implemented through a block trade.
Shares may be bought back, sold or otherwise transferred at any
time for a period of 18 months from the date of the Combined
General Meeting of May 7, 2024, until November 7, 2025, except
when a third party files a public tender offer for the Company's
securities and until the end of the offer period, on the basis andwithin the limits prescribed by the legal and regulatory provisions
in force.

• delivering shares upon the exercise of rights attached tosecurities giving access to the Company's share capital;

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7

Information on capital and shareholders
Dividends

7.3

Dividends

7.3.1

Dividends paid over the past three financial years

Edenred made the following dividend payments in the past three financial years:
Share price (in €)Year

Sharesoutstanding
with rights todividends(1)Dividend
per share(in €)

Total
dividend
paid (in €)Paid onHigh

Yield basedon year‑end
Low Year-end
price

2022

249,238,105

1.00

249,238,105

June 9, 2023

54.08

36.45

50.88

1.97%

2021

248,536,041

0.90

223,682,437

June 9, 2022

51.74

38.01

40.57

2.22%

2020

246,186,749

0.75

184,640,061

June 9, 2021

51.56

29.74

46.41

1.62%

(1) Ex-dividend date.

No interim dividend was paid during the year. Dividends are paidby Euroclear France.

described in section 6.3.1.4 of the Universal Registration
Document.

Dividends not claimed within five years from the date ofpayment are forfeited, as provided for by the legal andregulatory provisions in force. The rules set out in the bylaws are

At the Combined General Meeting of May 07, 2024, the Board of
Directors will recommend setting the 2023 dividend at €1.10 per
share.

7.3.2

Tax regime applicable to dividends paid

This section outlines the rules governing French withholding tax
applicable to the Company’s dividends, based on current French
legislation. It does not take into account the effects of any
international tax treaties that may apply to individual
shareholders. Shareholders are encouraged to seek advice fromtheir tax adviser concerning their specific situation. Shareholders
that are not resident in France for tax purposes are required toalso comply with the tax rules in force in their country ofresidence. French tax residents are required to comply withapplicable French tax laws.

(a) Withholding tax on dividends distributed to shareholders not domiciled in France
for tax purposes
In principle, dividends paid by the Company are subject towithholding tax deducted by the paying agent, when theshareholder’s tax domicile or registered office is located outside
France. The rate of withholding tax varies according to thebeneficiary’s legal status. If the shareholder is an individual,
withholding tax is deducted at a rate of 12.8%. If the shareholder
is a legal entity, regardless of the legal form, withholding tax isdeducted at a rate of:• 15% for dividends for non-profit organizations headquarteredin a European Union country, Iceland, Norway or
Liechtenstein, which would be taxed under the regime of
Article 206-5 of the French General Tax Code (Code général desimpôts) if they were headquartered in France and met thecriteria set out in paragraphs 580 et seq. of tax Instruction
BOI‑IS-CHAMP-10-50-10-40; or• 25% in all other cases.
Withholding tax is, however, not deducted from dividends
distributed to foreign investment funds that are tax residents ofa Member State of the European Union or a country or territorythat has signed a tax treaty with France containing a clauseproviding for administrative assistance in combating tax fraud
and evasion, stipulating that the French tax authorities areentitled to obtain the necessary information from the country
where the fund is established to verify that the funds:• raise capital from a number of investors with a view to investingit, in accordance with a defined investment policy, for the
benefit of those investors; and• have similar characteristics to French investment funds
governed by section 1, paragraphs 1, 2, 3, 5 and 6 ofsubsection 2, subsection 3 or subsection 4 of section 2 inchapter IV, part I, book II of France’s Monetary and Financial
Code (Code monétaire et financier).
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2023 Universal Registration Document — Edenred

The withholding tax may be reduced or canceled in application ofinternational tax treaties or of Article 119 ter of the French
General Tax Code, which applies in some circumstances tocorporate shareholders resident in the European Union.
In addition, provided that they meet the conditions set out in
Instruction BOI-RPPM-RCM-30-30-20-40, corporate shareholders
that hold at least 5% of the Company’s capital may, under certain
circumstances, be exempt from withholding tax if their seat ofmanagement is located in a Member State of the European
Union or a European Economic Area country that has signed adouble taxation agreement with France containing a clauseproviding for administrative assistance in combating tax fraud
and evasion.
Lastly, dividends paid by the Company are subject to 75%
withholding tax, whatever the shareholder’s tax residence(unless an applicable international tax treaty provides for a lowerrate), if they are paid outside France to an “uncooperative
country or territory” within the meaning of Article 238-0 A of theFrench General Tax Code. The list of uncooperative countries andterritories is published by ministerial order and updated
annually.
Shareholders should seek advice from their tax adviser, in orderto determine whether the new legislation on uncooperative
countries and territories applies to them and/or whether they
qualify for withholding tax relief or exemption. Shareholders arealso invited to seek advice about the procedure to be followed toapply international tax treaty provisions, in particular asprovided for in Instruction BOI-INT-DG-20-20-20-20, which
describes the standard and simplified procedures for claiming
withholding tax relief or exemption.

Information on capital and shareholders
Market for Edenred securities

7(b) Withholding tax on dividends distributed to individual shareholders domiciled in France
for tax purposes
Individuals domiciled in France for tax purposes are taxed in
two stages:• in the year of payment, the dividends are subject to a
mandatory flat-rate withholding tax (prélèvement forfaitaire
non libératoire – PFNL) levied as an advance payment;• the following year, the dividends are subject to personal
income tax (either as a single flat-rate deduction or, byelection, at a marginal rate of income tax – see below).
The PFNL is calculated based on gross income, with no
deductions for related expenses or charges. It is paid at a rate of
12.8%. As it is an advance payment, it can be offset against
personal income tax. Any excess tax (particularly if the marginal
rate of income tax is elected) is refundable.
As mentioned above, dividends are subject to a single flat-rate
tax. Shareholders (or partners) may, however, elect to pay tax attheir marginal rate of income tax.

Dividends paid to individual shareholders are subject to a single
flat-rate deduction of 30%, comprising income tax of 12.8% and17.2% for social security levies. The single flat-rate tax is leviedby the tax authorities after shareholders file their tax return. It isbased on gross income, with no deductions for expenses or
charges. The 40% dividend allowance is not applicable.
If the marginal rate of income tax is elected, the dividends are
subject to income tax in the investment income (revenus decapitaux mobiliers – RCM) category. The net income to bereported is calculated as follows:• apply a 40% allowance to the gross amount of dividends;• deduct 6.8% for the CSG wealth tax; and• deduct expenses for acquiring and holding the dividends.

7.4

Market for Edenred securities

7.4.1

Edenred share performance during the 2023 financial year
and the beginning of 2024

Edenred shares are traded on the Euronext Paris stock exchange(Compartment A). They are included in the following stock
market indices: CAC 40, CAC 40 ESG, CAC Large 60, Euronext 100,Euronext Tech Leaders, FTSE4Good and MSCI Europe.

The shares were initially listed at a reference price of €11.40. On
the first day of trading (July 2, 2010), the shares opened at €13
and closed at €14.80.
On the last day of trading in 2023, the shares closed at €54.14,
giving the Company a market capitalization of €13.51 billion.

Edenred’s share price and trading volumes (ISIN code FR0010908533) on Euronext are set out below:
Averageclosing price

High

Low

Trading volume

January

49.52

51.38

47.74

9,091,230

February

51.70

54.34

48.56

9,544,105

March

52.85

55.10

49.99

11,293,972

April

57.30

59.14

54.36

9,093,374

May

59.43

61.06

58.18

10,642,302

June

60.92

62.40

59.00

14,027,007

July

58.58

61.62

56.48

9,533,898

August

58.33

59.54

56.08

7,406,815

September

58.86

61.46

56.80

8,244,661

October

52.94

59.50

49.56

14,321,408

November

50.04

51.52

47.85

10,337,469

December

53.17

55.24

50.28

7,538,278

January

55.99

58.76

53.28

11,370,236

February

52.96

57.04

45.37

17,458,979(in €)
2023

2024

Source: Euronext.

Shareholder services are provided by:
Société Générale Securities Services
SGSS/SBO/CIS/ISS/FIC
32, rue du Champ de Tir
CS 30812 – 44308 Nantes Cedex 3, France
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Information on capital and shareholders
Market for Edenred securities

7.4.2

Corporate officers’ and executives’ dealings in the Company’s securities

The following table sets out trading in the Company’s securities carried out during the 2023 financial year and notified to the AMF in
accordance with Article 19 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of April 16, 2014, on market
abuse and Article L.621-18-2 of the French Monetary and Financial Code.
Transaction
amountPersons concerned

Transaction date

Type of transaction

Number ofsharesJacques Adoue

February 27, 2023

Sale of shares

24,750March 11, 2023

Vesting of free shares

10,671

June 19, 2023

Sale of shares

3,875

237,735

October 24, 2023

Purchase of shares

500

25,749March 11, 2023

Vesting of free shares

16,056

Member of the Executive Committee(in €)
1,333,998

Nathalie Balla
Member of the Board of Directors
since October 16, 2023
Gilles Coccoli
Member of the Executive Committee

June 9, 2023

Sale of shares

5,000

304,929

Bertrand Dumazy

March 1, 2023

Sale of shares

3,400

183,736

Chairman and Chief Executive Officer

March 2, 2023

Sale of shares

4,000

216,000

March 11, 2023

Vesting of free shares

47,022

May 25, 2023

Sale of shares

40,0002,407,292

June 14, 2023

Sale of shares

20,8001,283,212

June 20, 2023

Sale of shares

20,0001,227,194

January 3, 2023

Sale of shares

9,687

487,460

February 22, 2023

Sale of shares

19,305

1,037,931

March 11, 2023

Vesting of free shares

16,056

June 9, 2023

Sale of shares

16,056

985,896

May 25, 2023

Purchase of shares

400

24,283

March 11, 2023

Vesting of free shares

1,606

Philippe Relland-Bernard

January 10, 2023

Sale of shares

500

24,115

Member of the Executive Committee

January 17, 2023

Sale of shares

750

36,825February 22, 2023

Sale of shares350

18,473

March 6, 2023

Sale of shares

400

21,184

March 11, 2023

Vesting of free shares

8,517

May 16, 2023

Sale of shares

8,000

477,931

August 30, 2023

Sale of shares

517

30,534

March 11, 2023

Vesting of free shares

8,517

May 17, 2023

Sale of shares

6,142

369,013

May 22, 2023

Sale of shares

5,000

303,050

June 15, 2023

Sale of shares

20,2991,254,681

Alexandre Tanguy

May 24, 2023

Sale of shares

1,000

60,725

Maxime Tanguy

May 17, 2023

Sale of shares

1,000

59,830Dave Ubachs

March 11, 2023

Vesting of free shares

13,902

May 22, 2023

Sale of shares

7,920

478,638

September 22, 2023

Sale of shares

7,398

440,751

Arnaud Erulin
Member of the Executive Committee

Angeles Garcia-Poveda
Member of the Board of Directors
Jean-Bernard Hamel
Member of the Board of Directors
until July 31, 2023

Julien Tanguy
Member of the Executive Committee

(1)

(1)

Member of the Executive Committee(1) Person closely associated (dependent child) with Julien Tanguy (father).

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2023 Universal Registration Document — Edenred

Information on capital and shareholders
Investor relations and documents available to the public

7.5

Investor relations and documents available to the public

The Group’s Financial Communication Department is responsible
for facilitating stakeholder access to information on the Group’s
results, outlook and financial and non-financial strategy. Edenred
is committed to providing regular, transparent updates to its
individual and institutional shareholders and ensuring they haveequal and equitable access to information.

7.5.1

The Company’s press releases and historical financial information
are available on www.edenred.com in the “Investors/Shareholders”
section and the website of the AMF (www.amf‑france.org). Copies
may also be obtained from the Company’s registered office, 14‑16
boulevard Garibaldi – 92130 Issy-les-Moulineaux, France.
The bylaws and the minutes of General Meetings, the financial
statements of the Company and the Group, the Statutory
Auditors’ Reports and all other corporate documents areavailable for consultation in paper format at the Company’s
registered office. This information is also available in the“Investors/Shareholders” section of www.edenred.com on the“Governance” and “General Meeting” pages.

Meetings with investors

In 2023, Edenred met 1,056 representatives of 357 financial
institutions, held 12 roadshows and participated in 13 investor
conferences. Edenred gave priority to in-person meetings but
also held virtual events to adapt to the circumstances.
In addition, the Financial Communication Department continued
to reach out to individual shareholders in 2023. Three in-person
meetings in Annecy, Nantes and Nice enabled more than
380 shareholders to keep abreast of the Group’s latest financial
and non-financial news. Edenred also took part in the Investir Day
investor event at Carrousel du Louvre in Paris in late 2023,
where more than 5,000 attendees were able to visit the Edenred
stand and talk with the teams.

7.5.2

7

Lastly, Edenred was honored with the 2023 Bronze Trophy forbest shareholder relations (CAC 40 category) by French
investment weekly Le Revenu. The award recognizes the various
initiatives taken by Edenred for individual shareholders in 2023
and the resources provided to them.
All shareholder events are posted in the “Investors/Shareholders”
section of www.edenred.com, under “Shareholders events”.
An E-Club was also created in 2015 for individual shareholders,available under “Individual shareholder information” on
www.edenred.com.

Optimized and accessible investor and shareholder publications

The Edenred website has been optimized for viewing on
smartphones and tablets. All of the Group’s financial news andpublications are available in the “Investors/Shareholders” sectionof www.edenred.com.

Regulatory filings are issued electronically through a professional
disclosure service that complies with the criteria set out in the
AMF’s General Regulations. The filings are also available on thecorporate website.

Statutory documents are available for consultation at Edenred’s
registered office, 14-16 boulevard Garibaldi – 92130
Issy‑les‑Moulineaux, France, as well as in the “Investors/Shareholders”
section of www.edenred.com.

7.5.3

General Meeting

Edenred’s 2023 General Meeting was held at COMET Bourse, at
35 rue Saint-Marc in Paris. The event was broadcast live on
www.edenred.com. Shareholders were able to play an active rolein the governance of the Group by exercising their voting rights
and asking questions during the Q&A session.

Edenred maintains an open dialogue with its institutional
shareholders ahead of the General Meeting in order to identify
their governance concerns as well as changes in their voting
policies regarding Edenred’s proposed resolutions.
Information and resolutions subject to approval by the 2024 General
Meeting are available in Chapter 8 of the Universal Registration
Document.

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Information on capital and shareholders
Investor relations and documents available to the public

7.5.4

Financial calendar

April 18, 2024

First-quarter revenue

May 07, 2024

Annual General Meeting

July 23, 2024

First-half results

October 24, 2024

Third-quarter revenue

7.5.5

Contacts

Financial Communication& Investor Relations Department

Institutional investors/analysts

Individual shareholders

Cédric Appert

Baptiste Fournier

Édouard Girard

Financial Communication & Investor
Relations Director

Investor Relations Manager
Email: investor.relations@edenred.com

Regulated Information & Shareholder
Relations Manager

Email: investor.relations@edenred.com

Phone: +33 (0)1 86 67 20 04

Email: relations.actionnaires@edenred.com

Phone: +33 (0)1 86 67 20 04

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2023 Universal Registration Document — Edenred

Information on capital and shareholders
Becoming an Edenred shareholder

7.6

Becoming an Edenred shareholder

7.6.1

Registered shares

7

Edenred gives its shareholders the option of directly registering their shares, which has the following advantages.

Free management
Directly registered shareholders are exempt from all custodyfees, as well as fees for routine management operations such as
conversions to bearer shares, share transfers, changes in legal

status (assignments, donations, inheritances, etc.), securities
transactions (capital increases, share allocations, etc.) anddividend payments.

Personalized information
Directly registered shareholders benefit from personalized
information on:• upcoming General Meetings, systematically receiving
convening notices, single postal/proxy vote forms, admission
card request forms and legal information documents;• management and taxation of securities, and the organizationof General Meetings.
Shareholders can also view their portfolios and place orders on
the stock market at www.sharinbox.societegenerale.com

Easier access to General Meetings
Like all Edenred shareholders, registered shareholders areautomatically invited to General Meetings but they do not needto request a certificate of share ownership in advance.

In addition to the usual voting methods, directly registeredshareholders can vote ahead of meetings or give proxy via the
Votaccess online voting platform.

How to register shares
To convert your shares to directly registered form or receive more information about directly registered shares, please contact:
Société Générale Securities Services
SGSS/SBO/CIS/ISS/FIC
32, rue du Champ de Tir
CS 30812 – 44308 Nantes Cedex 3, France

7.6.2

Bearer shares

Bearer shares are deposited in a securities account held by afinancial intermediary (bank, brokerage firm, online broker, etc.).
The benefit of holding shares in this form is that all securities in a
portfolio can be grouped together within a single account,
including a French equity savings plan (plan d'épargne en actions –PEA). Bearer shareholders cannot be identified by Edenred.

To participate in General Meetings, bearer shareholders mustobtain a certificate of share ownership from the financial
intermediary managing their Edenred shares, proving theregistration or accounting entry of their shares as at midnight(Paris time) on the second day preceding the General Meeting at
the latest.

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8
General Meeting
8.1

Agenda8.2

Presentation of the
proposed resolutions
to the General Meeting

8.2.1

Financial statements for the financial year
ended December 31, 2023, and dividend(1st to 3rd resolutions)
Membership of the Board of Directors(4th and 5th resolutions)Compensation of the corporate officers(6th to 10th resolutions)
Related-party agreements (11th resolution)
Statutory Auditors (12th to 14th resolutions)
Authorizations and delegations granted
to the Board of Directors(15th to 23rd resolutions)Powers to carry out formalities(24th resolution)

8.2.2
8.2.3
8.2.4
8.2.5
8.2.6

8.2.7

363

8.3

Resolutions of the General
Meeting
Resolutions to be resolved uponby an Ordinary General Meeting
Resolutions to be resolved uponby an Extraordinary General Meeting

364
364

8.4

364

Statutory Auditors’ special
reports

8.4.1

365
368
368

8.4.2

Statutory Auditors' special report on related
party agreements
Statutory Auditors’ report on the reduction
in capital
Statutory Auditors’ report on the issueof shares and/or various marketablesecurities with retention and/or cancellationof preferential subscription rights
Statutory Auditors’ report on the issue ofshares and/or marketable securities, reserved
for members of a company savings plan

8.4.3

369
8.4.4
372

372
372
376

387
387
388

389

391

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8

General Meeting2024 Combined General Meeting
7

Tuesday, May 7, 2024, at 10:00 a.m. (Paris time)at Comet Bourse, 35 rue Saint-Marc, 75002 Paris, France

Condition of entry: still be a shareholder on D-2, i.e. May 3, 2024
Methods of shareholder participation:• attend the General Meeting in person;• vote or give proxy online (until May 6, 2024, at 3:00 p.m. - Paris time);• vote or give proxy by post (until May 4, 2024)
Written questions until April 30, 2024, by registered letter sent to the Chairman andChief Executive Officer at the registered office or by email to AGM.2024@edenred.com
Live and deferred broadcast (in French and English) of the General Meetingon the Edenred website (https://www.edenred.com)

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2023 Universal Registration Document — Edenred

General Meeting
Agenda8.1

8AgendaResolutions to be resolved upon by an Ordinary General Meeting1.

Approval of the Company's financial statements for thefinancial year ended December 31, 2023

2.

Approval of the consolidated financial statements for thefinancial year ended December 31, 2023

3.

Appropriation of profit for the financial year ended
December 31, 2023, and setting of the dividend

4.

Renewal of Mr. Dominique D’Hinnin as a director

5.

Ratification of the co-option of Mrs. Nathalie Balla as adirector

6.

Approval of the compensation policy for the Chairman andChief Executive Officer, pursuant to Article L.22‑10-8 (II.) of
the French Commercial Code7.

Approval of the compensation policy for the members of theBoard of Directors (excluding the Chairman and Chief
Executive Officer), pursuant to Article L.22-10-8 (II.) of theFrench Commercial Code8.

Approval of the annual aggregate fixed amount allocated todirectors as compensation for their duties

9.

Approval of the information on corporate officers'
compensation referred to in Article L.22-10-9 (I.) of theFrench Commercial Code, pursuant to Article L.22-10-34 (I.)
of the French Commercial Code

10. Approval of the fixed, variable and exceptional components
comprising the total compensation and benefits of any kindpaid during, or awarded for, the financial year ended
December 31, 2023, to Mr. Bertrand Dumazy, Chairman andChief Executive Officer, pursuant to Article L.22-10-34 (II.) of
the French Commercial Code
11. Approval of the Statutory Auditors' special report on therelated-party agreements referred to in Articles L.225-38 etseq. of the French Commercial Code12. Renewal of Deloitte & Associés as Statutory Auditor for auditof the financial statements
13. Appointment of Deloitte & Associés as Statutory Auditor for
certification of sustainability reporting
14. Appointment of Ernst & Young Audit as Statutory Auditor for
certification of sustainability reporting
15. Authorization granted to the Board of Directors to trade in
the Company's shares

Resolutions to be resolved upon by an Extraordinary General Meeting
16. Authorization granted to the Board of Directors to reduce
the Company’s share capital by up to 10% in any 24-month
period by canceling shares
17. Delegation of authority granted to the Board of Directors toincrease the share capital, with pre-emptive subscription
rights, through the issuance of shares and/or securities
giving access, immediately and/or in the future, to the sharecapital of the Company and/or its subsidiaries, for a
maximum nominal amount of share capital increase of€164,728,118 (i.e., 33% of the Company’s capital)
18. Delegation of authority granted to the Board of Directors toincrease the share capital, without pre-emptive subscription
rights, through the issuance of, by a public offer other thanan offer referred to in Article L.411-2, 1° of the French
Monetary and Financial Code, shares and/or securities giving
access, immediately and/or in the future, to the share capitalof the Company and/or its subsidiaries, including as
consideration for securities contributed as part of a public
exchange offer, for a maximum nominal amount of share capitalincrease of €24,958,805 (i.e., 5% of the share capital)
19. Delegation of authority granted to the Board of Directors toincrease the share capital, without pre-emptive subscription
rights, through the issuance of, by a public offer addressed
exclusively to a restricted circle of investors acting for theirproprietary portfolio or to qualified investors referred to in
Article L.411-2, 1° of the French Monetary and Financial
Code, shares and/or securities giving access, immediately
and/or in the future, to the share capital of the Company
and/or its subsidiaries, for a maximum nominal amount of sharecapital increase of €24,958,805 (i.e., 5% of the share capital)

20. Authorization granted to the Board of Directors to increase
the number of shares and/or securities to be issued in theevent of a share capital increase with or without pre-emptive
subscription rights
21. Delegation of powers granted to the Board of Directors toincrease the share capital, without pre-emptive subscription
rights, through the issuance of shares and/or securities
giving access, immediately and/or in the future, to the sharecapital of the Company as consideration for contributions in
kind made to the Company, except in case of a public
exchange offer initiated by the Company, for a maximum
nominal amount of share capital increase of €24,958,805(i.e., 5% of the share capital)
22. Delegation of authority granted to the Board of Directors toincrease the share capital through capitalization of reserves,profits, premiums or other eligible items, for a maximum
nominal amount of share capital increase of €164,728,118
23. Delegation of authority granted to the Board of Directors toincrease the share capital, without pre-emptive subscription
rights, through the issuance of, reserved for members of acompany savings plan, shares and/or securities giving access,
immediately and/or in the future, to the share capital of theCompany, for a maximum nominal amount of issuance of€9,983,522 (i.e., 2% of the share capital)
24. Powers to carry out formalities

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8

General Meeting
Presentation of the proposed resolutions to the General Meeting

8.2

Presentation of the proposed resolutions
to the General Meeting

8.2.1

Financial statements for the financial year ended December 31, 2023,
and dividend (1st to 3rd resolutions)

The purpose of the first resolution is to approve the Company's
financial statements for the financial year ended December 31,
2023, which show a net accounting profit of €309,022,889.31. In
application of Article 223 quater of the French General Tax Code
(Code général des impôts), the shareholders are also invited toapprove the total amount of expenses and charges referred to in
Article 39, paragraph 4 of the said code, which amounted to€294,242 for the past financial year, and the tax paid pertaining
to those expenses and charges, which amounted to €73,561.

• payment of the dividend: €273,851,413 (based on 248,955,830
shares carrying dividend rights at December 31, 2023).
Shareholders are therefore invited to set the 2023 dividend at€1.10 per share.

The purpose of the second resolution is to approve theconsolidated financial statements for the financial year ended
December 31, 2023, which show consolidated net profit, Group
share, of €267,488,000.

• 2021: €0.90; and• retained earnings: €35,171,476.31, which will increase total
retained earnings to €511,553,411.78; andDividends per share for the previous three financial years were as
follows:• 2020: €0.75;• 2022: €1.00.

The third resolution concerns the appropriation of profit andsetting of the dividend. Shareholders are invited to allocate thenet accounting profit for the financial year ended December 31,
2023, as follows:• allocation to the legal reserve: €0, its amount being€49,917,611.80;

8.2.2

Membership of the Board of Directors (4th and 5th resolutions)

At the date of these resolutions, the Board of Directors has
12 members, including two employee-representative directors.
The term of office of directors is provided for in Article 12 of thebylaws and set at four years.
It is specified that:• Mr. Dominique D’Hinnin’s term of office will expire at theclose of the Combined General Meeting of May 07, 2024;• at its meeting of October 13, 2023, the Board of Directors
decided to co-opt Mrs. Nathalie Balla as director to replace
Mrs. Françoise Gri (who resigned); and• the term of office of Mrs. Graziella Gavezotti, employeerepresentative director, will expire at the close of the
Combined General Meeting of May 07, 2024. Consequently,
the Company’s social and economic council will meet during
the coming weeks to appoint an employee-representative
director.
In the fourth resolution, the shareholders are invited to renew
the term of office as director of Mr. Dominique D’Hinnin (for a
four-year term).
His attendance rate(1) at Board meetings is 100%.
On the recommendation of the Compensation, Appointments andCSR Committee, the Board of Directors recommends the said
renewal. It believes that Mr. Dominique D'Hinnin's experience as a
Board member both in France and abroad, as well as his expertise in
key areas for Edenred (such as digital, strategy and finance), areessential for the Company. In addition, his in-depth knowledge ofthe Group and its markets is a major asset for the Board of

Directors. His renewal will therefore allow the Company to continue
to benefit from his expertise and support, particularly within thescope of the Beyond22-25 plan. Furthermore, the manner in which heexercises his duties as Vice-Chairman is particularly appreciated by
all Board members.
Detailed information about Mr. Dominique D’Hinnin is provided
in the Board of Directors’ report on corporate governance, on
pages 268 et seq. of the Universal Registration Document.
The purpose of the fifth resolution is to ratify Mrs. Nathalie
Balla’s co-option as director for the remainder of the term ofoffice of Mrs. Françoise Gri (who resigned), i.e., until the close of
the General Meeting to be held in 2025.
The Board, based on the opinion of the Compensation,
Appointments and CSR Committee, appointed Mrs. Nathalie Ballaas an independent director.
As to the aforementioned co-option, the research process forcandidates has been launched with the assistance of an externalfirm, on the basis of criteria defined by the Compensation,
Appointments and CSR Committee and the Board of Directors,
which appears on the matrix of directors’ skills on page 274 of
the Universal Registration Document.
The kind of expertise sought after was defined in light of thecomposition of the Board of Directors, thus ensuring it has all theskills necessary for the performance of its duties.
The Board also sought to ensure the balance of its compositionin terms of gender balance and international experience.

(1) The attendance rate for Dominique D’Hinnin was calculated based on the eight meetings of the Board of Directors held during the 2023 financial year.

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It is specified that Mrs. Nathalie Balla, born on November 30,
1967, and of French nationality, has experience in business
management in an international environment, as well as digitalskills, notably in retail, demonstrated in her responsibilities at
Robert Klingel and La Redoute. Mrs. Nathalie Balla also has
expertise in social and environmental responsibility, particularly
in promoting diversity. Her leadership experience on aninternational scale, along with her skills, made her an excellent
candidate to effectively contribute to Edenred’s Board of
Directors. Her skills, background and experience are therefore an
asset to the Company’s Board of Directors.

8.2.3

8

Details on her qualifications and experience can be found on
pages 274, 277 and 279 of the Universal Registration Document.
If these resolutions are adopted, the Board of Directors would
have 12 members, including two employee-representative
directors. It would include five women appointed by the General
Meeting (representing 50% of its shareholder-appointed
members) and the proportion of independent directors would be
90% (9/10) based on the calculation method in the AFEP/MEDEF
Code, which excludes employee-representative directors.

Compensation of the corporate officers (6th to 10th resolutions)Through the sixth and seventh resolutions, you are invited, in
accordance with Article L.22-10-8 (II.) of the French Commercial
Code, to approve the compensation policy for the Company's
corporate officers as set out in the Board of Directors' report on
corporate governance on pages 315 et seq. of the Universal
Registration Document (ex ante vote of the shareholders).
The compensation policy specifies all the components ofcompensation that may be allocated to the Chairman and Chief
Executive Officer (6th resolution) and the members of the Boardof Directors, excluding the Chairman and Chief Executive Officer(7th resolution).
The main differences compared with the compensation policy of
the Chairman and Chief Executive Officer approved by theGeneral Meeting of May 11, 2023, would concern, if approved,
the increase of the ceiling of the Chairman and Chief Executive
Officer’s long-term compensation, that now would be set at120% of the annual fixed and maximum variable compensation.
This change would enable the Board of Directors, whereapplicable, to adjust the allocation of performance shares asfrom the first 2025 quarter in the context of an upcoming termof office renewal, and to increase the weighting of long-term
performance in the compensation package. It should also be
noted that the compensation paid to the Chairman and Chief
Executive Officer is below the average compensation of theselected peer group (82% of the median for fixed compensation,
86% for annual fixed and variable compensation).
The main developments regarding the compensation policy forthe members of the Board of Directors (excluding the Chairman
and Chief Executive Officer) approved by the General Meeting of
May 11, 2023, are related to the fixed and variable amounts due
depending on the participation of the members in the work of
the Board of Directors and, where applicable, its committees –due to the proposed increase in the annual aggregatecompensation (see 8th resolution below).
If the shareholders do not approve the 6th and/or the 7th
resolution(s), the compensation policy approved by the General
Meeting of May 11, 2023, would continue to apply for the
person(s) concerned and the Board of Directors would
subsequently put forward a revised compensation policy for
approval at the next General Meeting.
Pursuant to the legal and regulatory provisions in force, thecompensation components set in accordance with thiscompensation policy, if implemented, will be subject to an ex post
vote at the 2025 General Meeting.

In the eighth resolution, the shareholders are asked to raise theannual aggregate fixed amount to be allocated among themembers of the Board of Directors in order to partially offset thecompensation of directors in line with market practices in France,
to allocate additional compensation to directors residing outside
Europe and physically attending Board meetings, to pay
compensation for any additional Board meetings, and to allow for
the potential arrival of an additional director.
The shareholders are therefore asked to raise the annual
aggregate fixed amount from €840,000 to €1,000,000 as fromJanuary 1, 2024.
In the ninth and tenth resolutions, pursuant to Article
L.22‑10‑34 of the French Commercial Code, the shareholders are
asked to approve the following (ex post vote of the shareholders):
1. the information referred to in Article L.22-10-9 (I.) of theFrench Commercial Code, notably including the totalcompensation and benefits of any kind paid during orawarded for the 2023 financial year, for all of the Company's
corporate officers for their services in this capacity, i.e., theChairman and Chief Executive Officer and the othermembers of the Board of Directors (9th resolution); and2.

the fixed, variable and exceptional components composing
the total compensation and benefits of any kind paid during,or awarded for, the 2023 financial year to Mr. Bertrand Dumazy,
Chairman and Chief Executive Officer (10th resolution).
All these elements result from the implementation of thecompensation policy for the Chairman and Chief Executive
Officer and for the members of the Board of Directors approvedat the 2023 General Meeting.
Regarding point 1. above, this information is provided in the
Board of Directors' report on corporate governance, on pages
322 et seq. of the Universal Registration Document.
Regarding point 2. above, as usual, payment of the variable andexceptional components of the compensation awarded to Mr.
Bertrand Dumazy, Chairman and Chief Executive Officer, for the2023 financial year is subject to the approval, by the Combined
General Meeting of May 07, 2024, of the 10th resolution. This
information is provided in the Board of Directors' report on
corporate governance, on pages 330 et seq. of the Universal
Registration Document and is also set out in the table below:

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8

General Meeting
Presentation of the proposed resolutions to the General Meeting· Fixed, variable and exceptional components composing the total compensation and benefits of any kind paid during, or awarded
for, the 2023 financial year to Mr. Bertrand Dumazy, Chairman and Chief Executive Officer, subject to shareholder voteCompensation compliant with the compensation policy approved by the Combined General Meeting of May 11, 2023
Compensation
Amounts awarded
components to be or paid during thesubmitted to a vote 2023 financial year

Description

Fixedcompensation€1,030,000

Gross annual fixed compensation of €1,030,000 set by the Board of Directors on February 20, 2023,
based on the recommendation of the Compensation, Appointments and CSR Committee.

Annual variable
compensation€1,849,880

General principle
The annual variable compensation may range from 0% to 120% of the fixed compensationand may be increased to a maximum of 180% if the financial and business targets are
exceeded, as follows:• a variable portion of up to 65% of fixed compensation linked to financial targets, including
50% based on like-for-like EBITDA and 15% based on earnings per share (EPS) at constantexchange rates. In the event that the financial targets are exceeded, as acknowledged by
the Board of Directors, the variable compensation may reach 105% of fixed compensation;• a variable portion of up to 30% of fixed compensation linked to three business targets
related to the Group's strategy, each representing 10% of fixed compensation. The
targets are the Group's transformation rate, the like-for-like growth rate for Mobility
Solutions business volume and the volume of new sales in the Benefits and Engagement,
Mobility and Complementary Solutions businesses carried out via digital and telesales
channels. In the event that the operational targets are outperformed, as acknowledged by
the Board of Directors, the variable compensation may reach 50% of fixed compensation;• a variable portion of up to 25% of fixed compensation based on qualitative CSR andmanagement objectives, namely: the roll-out of the CSR plan People, Planet, Progress, thedeployment of the Beyond22-25 strategic plan, as well as the assessment of the Chairman
and Chief Executive Officer's management skills, notably in relation to Edenred's digitaltransformation and talent retention and attraction.
Amount awarded for the 2023 financial year
Bertrand Dumazy's 2023 variable compensation was determined during the Board meeting
held on February 26, 2024, based on the recommendation of the Compensation,
Appointments and CSR Committee and after the relevant financial performance data had
been validated by the Audit and Risks Committee, as follows:• the portion based on financial targets amounted to 105% of 2023 fixed compensation(i.e., €1,081,500);• the portion based on business targets related to the Group's strategy amounted to 49.6%
of 2023 fixed compensation (i.e., €510,880);• the portion based on CSR and management targets amounted to 25% of 2023 fixedcompensation (i.e., €257,500).
This makes a total of €1,849,880.
For more details, see section 6.2.2 of the Universal Registration Document, pages 325-327.
Amount paid during the 2023 financial year (awarded for the 2022 financial year andapproved by the Combined General Meeting of May 11, 2023)
Bertrand Dumazy's 2022 variable compensation of €1,764,000 was paid during the 2023 financial
year, following the approval of the Combined General Meeting of May 11, 2023 (8th resolution).

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Deferred variable
compensation

Not applicable

Mr. Bertrand Dumazy was not awarded any deferred variable compensation.

Multi-annual
variablecompensation

Not applicable

Mr. Bertrand Dumazy was not awarded any multi-annual variable compensation.

Exceptional
compensation

Not applicable

Mr. Bertrand Dumazy was not awarded any exceptional compensation.

Compensation
for serving
as a director

Not applicable

Mr. Bertrand Dumazy does not receive any compensation for his duties as a director.

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Amounts awarded
Compensation
components to be or paid during thesubmitted to a vote 2023 financial year
Stock options
and/orperformance
shares53,385 performance
shares awarded,
valued at€2,587,200(1)8Description
Mr. Bertrand Dumazy was covered by the Group's long-term incentive plan in 2023 in thesame way as the other beneficiaries of the plan (members of the Executive Committee andsenior executives in some 40 countries). On February 23, 2023, the Board of Directors used
the authorization granted at the Combined General Meeting of May 11, 2021 (17th resolution)
to allocate Mr. Bertrand Dumazy 53,385 performance shares free of charge, representing
0.02% of the Company’s share capital.
The performance shares allocated free of charge will vest provided Bertrand Dumazy is still
within the Group at the time and satisfies the performance conditions set for the following
objectives over a three-year measurement period, as follows:• 50% of the performance shares would vest based on the like-for-like EBITDA growth rate;• 25% of the performance shares would vest based on a stock market criterion,
corresponding to Edenred's total shareholder return (TSR) compared with the average TSR
for companies included in the SBF 120 index; and• 25% of the performance shares would vest based on a CSR criterion, comprising objectives
relating to diversity, greenhouse gas emissions reduction, sustainable nutrition andmobility at constant scope.
No stock options were granted to Mr. Bertrand Dumazy during 2023.

Signing bonus

Not applicable

Mr. Bertrand Dumazy did not receive a signing bonus during the financial year.

Benefitsof any kind

€4,841

Mr. Bertrand Dumazy is entitled to a company car.

Compensation
for loss of office

No compensationdue or paid

Compensation for loss of office would be payable to Mr. Bertrand Dumazy should he beforced to stand down for any reason whatsoever, except in the event of voluntary nonrenewal. This compensation would not exceed two years' total gross annual compensation*
and would be subject to performance criteria measured over a three-year period.

Non-compete
indemnity

Not applicable

Mr. Bertrand Dumazy has not signed a non-compete clause.

Supplementary
pension plan

No compensationdue or paid

The supplementary pension plan has been set up for Group senior executives above certain grades,
whose compensation meets certain criteria, which includes the Chairman and Chief Executive Officer.

For further details, see section 6.2.1 of the Universal Registration Document, page 321.

The supplementary pension scheme comprises an "Article 83" defined-contribution pension
plan and, since 2020, an "Article 82" funded defined-contribution pension plan (under thisplan, retirement savings are invested in an individually managed insurance policy), set up to
replace the "Article 39" defined-benefit pension plan that was closed on December 31, 2019
– in accordance with regulatory changes including the July 3, 2019, government order on
defined-benefit pension plans.
The Chairman and Chief Executive Officer participates in the Group's supplementary pension
scheme under the same terms and conditions as any other participant, as described above,with the exception of the performance condition for the Article 82 plan, i.e., the achievementof at least 60% of his annual variable compensation targets. In 2023, it is acknowledged thatthe performance condition was achieved since the level of objectives set was achieved. The
supplementary pension entitlement is taken into account in determining the Chairman andChief Executive Officer's overall compensation package.
In accordance with the compensation policy approved by the Combined General Meeting of
May 11, 2023, the following amounts were allocated to the Chairman and Chief Executive Officer:• €600,050 for Article 82;• €28,155 for Article 83.
Pension benefits conferred under a supplementary pension plan are capped at a maximum of
45% of the reference income (annual fixed and variable compensation due in respect of thereference period). In this respect, the contributions made in respect of 2023 represent
22.48% of the Chairman and Chief Executive Officer's reference income.
For further details, see section 6.2.1 of the Universal Registration Document, pages 320-321.
Death/disability
and healthinsurance plan

No compensationdue or paid

Mr. Bertrand Dumazy is covered by the death/disability and health insurance plan set up for
employees, which has been extended to include the Chairman and Chief Executive Officer.
Premiums paid by the Company for this extended cover in 2023 amounted to €6,624.

Profit-sharing€3,853Mr. Bertrand Dumazy is covered by Edenred’s profit sharing agreement. With respect to 2023, hewill receive €3,853.

Unemployment
insurance

No compensationdue or paid

During the 2023 financial year, the Chairman and Chief Executive Officer was covered under
an insurance plan set up with Association GSC, entitling him to unemployment benefits equal
to 70% of his contractual income, capped at €18,330 per month, for a period of up to 24
months. The total annual cost of the plan for the Company in 2023 was €35,040.

(1) Performance shares are measured at their fair value at the allocation date, determined by actuarial calculation. This does not therefore correspond to thevalue of the compensation received. These performance share allocations are subject to presence and performance conditions.
*
Gross annual compensation corresponds to fixed and variable compensation, excluding any exceptional bonuses.

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8.2.4

Related-party agreements (11th resolution)

No new related-party agreements were entered into during the 2023 financial year.
The special report of the Statutory Auditors on related-party agreements is set out on page 387 of the Universal Registration Document.
In the eleventh resolution, the shareholders are simply invited to approve this report.

8.2.5

Statutory Auditors (12th to 14th resolutions)

8.2.5.1

Renewal of a Statutory Auditor for audit of the financial statements (12th resolution)

Deloitte & Associés was renewed Statutory Auditor at theGeneral Meeting held on May 03, 2018, for a term of six financial
years. Its term of office is therefore due to expire at the close of
the Combined General Meeting to be held on May 07, 2024.
In the twelfth resolution, on the recommendation of the Audit
and Risks Committee, the Board of Directors proposes therenewal of Deloitte & Associés as Statutory Auditor for audit of
the financial statements (for a six-year term). This appointment
will therefore expire following the General Meeting to be held in
2030 to decide on the financial statements of the previous
financial year.
Among the audit firms with the size, capacity, competence,
efficiency and availability needed to offer a quality service,
Deloitte & Associés has demonstrated the level of quality
required by the Group and has been a source of constructive
dialogue, which has led to improvements in the Group’s
standards. These reasons justify the decision to propose its
renewal. This recommendation respects the maximum terms
required by the applicable regulations.

8.2.5.2

This proposal complies with the applicable provisions, inparticular those of Directive 2014/56/EU (transposed into Frenchlaw) and Regulation (EU) No. 537/2014 of April 16, 2014, on
statutory audits.
Deloitte & Associés informed the Company in advance that it
would accept the renewal of its term of office.
Information on Deloitte & Associés, and more specifically thefees received for services provided to the Edenred group, isprovided in the Universal Registration Document, page 128.

Appointments of Statutory Auditors for certification of sustainability reporting(13th and 14th resolutions)

As part of the recent transposition into French law of Directive(EU) 2022/2464 as regards corporate sustainability reporting(CSRD), the Company, as a public interest entity, will have tocarry out its first sustainability reporting in 2025, based on the2024 financial year. In order to ensure highly reliable reporting, in
accordance with the new applicable rules, such sustainability
reporting will be subject to auditing and certification.
For the purpose of performing this sustainability reporting
engagement, in the thirteenth and fourteenth resolutions, on
the recommendation of the Audit and Risks Committee and theCompensation, Appointments and CSR Committee, the Board of
Directors proposes the appointment as joint auditors (for athree-year term) of:• Deloitte & Associés (13th resolution); and• Ernst & Young Audit (14th resolution).
These appointments will therefore expire following the General
Meeting to be held in 2027 to decide on the financial statementsof the previous financial year.
Amongst the audit firms with the required size, competence,
efficiency and availability, Deloitte & Associés and Ernst & Young

368

After analysis, the Board of Directors proposes the adoption of
the recommendation of the Audit and Risks Committee.
Deloitte & Associés would continue to be represented by
Mr. Guillaume Crunelle, who has held this position since 2022
and may be replaced during his term.

2023 Universal Registration Document — Edenred

Audit demonstrated their ability to offer a quality of service inline with the Group's expectations. Edenred is also very satisfied
with the audit work on the non-financial performance statement
carried out by Deloitte & Associés in recent years. The aim of theappointment of the current Statutory Auditors as joint auditors(subject to the adoption of the 12th resolution by the General
Meeting of May 07, 2024) for certification of sustainability
reporting is also to benefit from their respective geographicalcoverage.
This proposal complies with the applicable provisions, inparticular Article L.821-40 of the French Commercial Code, it
being specified that Deloitte & Associés and Ernst & Young Audit
will each be represented by a natural person meeting theconditions required to perform the task of certifying
sustainability reporting, in accordance with the provisions ofArticles L.821-13 et seq. of the French Commercial Code.
Deloitte & Associés and Ernst & Young Audit informed theCompany in advance that they would accept their appointment
as Statutory Auditors for certification of sustainability reporting.

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Presentation of the proposed resolutions to the General Meeting

8.2.6

8

Authorizations and delegations granted to the Board of Directors(15th to 23rd resolutions)

The various ceilings set in the financial authorizations and delegations are summarized in the table below.
Authorizations and delegations(1)Overall ceiling
33% of the capital
as at the date of
the General
Meeting, i.e., amaximum nominal
amount of€164,728,118(3)Common ceilingwithout PSR
10% of thecapital as at thedate of theGeneral Meeting,i.e., a maximum
nominal amountof €49,917,611

Ceiling

Share buyback program(15th resolution)

10%

Capital reduction by canceling shares(16th resolution)

10%(2)

Capital increase with pre-emptive subscription rights (PSR)(17th resolution)

33%(3)(4)

Capital increase without PSR through a public offer(other than to qualified investors)(18th resolution)

5%(4)(5)Capital increase without PSR through a public offer
addressed exclusively to qualified investors(19th resolution)

5%(4)(5)Capital increase without PSR as consideration forcontributions in kind
(21st resolution)

5%(5)Capital increase reserved for members of acompany savings plan
(23rd resolution)

2%

Free allocation of performance shares* including a maximum ceiling of 0.1% during a given financial year
for allocations to corporate officers of the Company(11th resolution of the General Meeting of May 11, 2023)
Capitalization of reserves, profit, premiums or other(22nd resolution)

1.5%*

33%

(1) With the exception of that relating to the free allocation of performance shares, already in force and granted by the General Meeting of May 11, 2023
(11th resolution).
(2) Per any given 24-month period.
(3) The maximum nominal amount of debt securities giving access, immediately and/or in the future, to equity securities would be set at €1,647,281,180.
(4) Authorization to increase the number of shares and/or securities to be issued in case of capital increase pursuant to the 17th, 18th and/or 19th resolution(s),within the limit of 15% of the original issuance, with this amount counting towards the overall ceiling and specific ceiling set in the resolution used for the
initial issuance (20th resolution).
(5) The maximum nominal amount of debt securities giving access, immediately and/or in the future, to equity securities would be set at €750,000,000.

8.2.6.1

Authorization to trade in the Company's shares (15th resolution)

The purpose of the fifteenth resolution is to renew theauthorization granted to the Board of Directors to trade in
Edenred's shares on the Company's behalf, subject to compliancewith the legal and regulatory provisions in force.
This authorization is being sought for a period of 18 months asfrom the May 07, 2024, Combined General Meeting and wouldcancel, for the remaining period, and supersede, for the unused
portion, the authorization granted in the 10th resolution of the
May 11, 2023, Combined General Meeting.
The purposes of this resolution are the same as those that theshareholders have approved in previous years.
In other words, the Board of Directors would be able to purchase
the Company's shares, directly or indirectly, particularly with aview to:• canceling all or some of the shares acquired as part of a capital
reduction, subject to adoption by this General Meeting of the
16th resolution below or of any other resolution for the same
purpose that may supersede the said resolution while thisauthorization is in force;• allocating, covering and honoring any stock option plans, freeshare allocation plans, employee savings plans or any otherform of allocation to employees and/or corporate officers of
the Company and companies that are related to the Company
as defined in the legal and regulatory provisions in force;• delivering shares upon the exercise of rights attached tosecurities giving access to the Company's share capital;• holding shares in treasury for subsequent remittance inpayment or exchange in connection with mergers, demergers
or asset contributions;• ensuring the liquidity of or making a market in Edenred
shares, under a liquidity contract entered into with aninvestment services provider that complies with market
practice approved by the French financial markets authority(Autorité des marchés financiers – AMF);• enabling the Company to trade in Edenred shares for any
other purpose currently authorized or that may be authorized
in the future by the legal and regulatory provisions in force, or
to carry out any market practice that may be authorized inany new regulations adopted by the AMF. In such cases, theCompany will inform its shareholders through a press release.

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The Board of Directors may not, without prior authorization fromthe General Meeting, make use of this authorization as from thefiling by a third party of a public tender offer for the Company's
securities and until the end of the offer period.
The maximum purchase price is set at €80 per share.
Pursuant to Article L.225-210 of the French Commercial Code,the maximum number of shares held by the Company at any
moment in time cannot exceed 10% of its share capital on thedate of the purchase (i.e., on an indicative basis, 24,958,805
shares at December 31, 2023). The total amount allocated to thisshare buyback program cannot exceed €1,996,704,400.

During the 2023 financial year, the Board of Directors used theauthorizations granted for the same purpose at the May 11,2022, and May 11, 2023, Combined General Meetings (in the 14thand 10th resolutions, respectively) in order to:• continue the execution of the liquidity contract;• cover performance share plans set up for certain employees and/or corporate officers as part of their variable compensation; and• cancel shares, in connection with capital reductions, in order
to offset the dilutive effect of performance share plans.
A detailed report on the share buybacks carried out in 2023 isprovided in the Universal Registration Document, pages 351-352.
In addition, on March 8, 2024, Edenred announced the launch of ashare buyback program for a maximum amount of €300 million
over a period extending to March 31, 2027, subject to approval by
the General Meeting of the relevant resolutions in 2024, 2025 and2026. Shares bought back within this framework will be canceled.

8.2.6.2

Authorization to reduce the share capital by canceling shares (16th resolution)

In the sixteenth resolution, the Board of Directors is seeking an
authorization to reduce the Company’s share capital, on one orseveral occasions, by canceling all or some of the shares boughtback or held by the Company, provided that the number ofshares canceled in any 24-month period does not exceed 10% of
the share capital as at the date of cancellation.
This authorization – for which the Statutory Auditors have drawn
up a special report – is being sought for a period of 26 months as

8.2.6.3

A detailed report on the use of this authorization granted by the
Combined General Meeting of May 11, 2022 (15th resolution) is
provided in the Universal Registration Document, pages 351-352.

Authorizations to increase the share capital with or without pre-emptive subscription
rights (17th to 23rd resolutions)

You are invited to renew the delegations granted to the Board of
Directors by the Combined General Meeting of May 11, 2022,
which are due to expire on July 11, 2024 (with the exception of
the delegation relating to the free allocation of performance
shares, renewed by the Combined General Meeting of May 11, 2023).

A detailed report on the use of the authorizations and delegations
granted by the Combined General Meetings of May 11, 2022, andMay 11, 2023, is provided in the Universal Registration Document,
pages 313-314.

Their purpose is to grant to the Board of Directors the authority
to decide to carry out financial market transactions, giving it inparticular the necessary flexibility to swiftly raise the financial
resources required to implement the Group’s growth strategy. If
these resolutions are adopted, the Board will be authorized toissue ordinary shares of the Company and/or securities giving
access by any means, immediately and/or in the future, to theshare capital of the Company and/or its subsidiaries and/or othercompanies, in France and/or abroad, with or without pre-emptive
subscription rights, depending on the opportunities offered by
the financial markets and in the best interests of the Company
and its shareholders. The various applicable ceilings are
summarized in the table above.

a) Authorizations to issue ordinary sharesand / or securities giving access to the sharecapital, excluding issuances reserved
for members of a company savings plan

The amounts of the capital increases will be raised, whererequired, by the nominal amount of the additional shares to beissued in respect of adjustments made to protect, in accordancewith the provisions of applicable laws and regulations and if
relevant any contractual provisions that might be applicable, therights of holders of securities or other rights giving access to theshare capital.
If these delegations are approved, they will be valid for a
26‑month period and will cancel, for the remaining period, andsupersede, for the unused portions, the previous delegations
granted for the same purposes.

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from the May 07, 2024, Combined General Meeting and wouldcancel, for the remaining period, and supersede, for the unused
portion, the authorization granted in the 15th resolution of the
May 11, 2022, Combined General Meeting.

2023 Universal Registration Document — Edenred

The Board of Directors may not, without prior authorization fromthe General Meeting, make use of the delegations below as fromthe filing by a third party of a public tender offer for theCompany’s securities and until the end of the offer period.
The purpose of the seventeenth resolution is to renew thedelegation granted to the Board of Directors to decide sharecapital increases through the issuance of shares and/or securities
giving access to the share capital of the Company and/or its
subsidiaries and/or other companies, with pre-emptive
subscription rights for existing shareholders.
The maximum amount of the capital increases carried out under
this delegation is set at €164,728,118 (or the equivalent of thisamount for issuances in foreign currencies or monetary units
determined by reference to several currencies) – representing
33% of the Company’s share capital as at the Combined General
Meeting of May 7, 2024.
The maximum nominal amount of debt securities giving access,
immediately and/or in the future, to equity securities that may be issued
under this resolution is set at €1,647,281,180 (or the equivalent of thisamount for issuances denominated in foreign currencies or monetary
units determined by reference to several currencies).

General Meeting
Presentation of the proposed resolutions to the General Meeting

The nominal amounts of any capital increases carried out inaccordance with the resolutions being put forward at the May
07, 2024, Combined General Meeting will count towards theamounts above, as summarized in the table above.
The previous authorization for the same purpose given in the
16th resolution of the May 11, 2022, Combined General Meeting
was not used in either 2022 or 2023.
The eighteenth and nineteenth resolutions authorize theBoard of Directors to decide share capital increases through theissuance of shares and/or securities giving access to the sharecapital of the Company and/or its subsidiaries and/or othercompanies, without pre-emptive subscription rights for existing
shareholders, by way of public offers. The shares and/or
securities issued pursuant to the 18th resolution may also be
issued as payment for securities tendered to the Company undera public exchange offer carried out in France or abroad in
accordance with local regulations, such as in the case of a reverse
merger or a scheme of arrangement, in compliance with Article
L.22-10-54 of the French Commercial Code.
The Board feels it is useful to have the possibility of carrying out
capital increases without pre-emptive subscription rights in order
to be able, if necessary, to simplify the formalities and shorten theregulatory timeframes for carrying out issuances via public
offerings, whether in France, in international markets, or both
simultaneously, depending on the market situation at the time. In
order to quickly seize opportunities arising in the financial markets,
the Board of Directors may have to swiftly arrange issuances thatcan be placed with investors interested in certain types of financial
instruments. To be able to do so, the Board needs to be in aposition to offer the securities to investors without waiting forshareholders to exercise their pre-emptive rights.
In the case of public offers other than any of those referred to in
Article L.411-2, 1° of the French Monetary and Financial Code,the Board of Directors would have the option of offering
shareholders a priority right to subscribe for the securities, which
would be exercisable during the period and on the terms
decided by the Board of Directors in accordance with theapplicable laws and regulations. If these delegations are used, theBoard of Directors and the Statutory Auditors would issue special
reports on the issuances concerned, which would be madeavailable to shareholders in accordance with the legal andregulatory requirements.
The maximum nominal amount of the capital increases that may
be carried out, immediately and/or in the future, under the 18thand 19th resolutions is set at €24,958,805 (or any other currency
or monetary unit established by reference to several currencies)– representing 5% of the Company’s share capital as at the
Combined General Meeting of May 07, 2024.
Shareholders are invited to raise the ceiling applicable to capitalincreases without pre-emptive subscription rights to 10% of theshare capital (compared with 5% at present). The reason for thisincrease is to enable several types of transactions to be carriedout within this common ceiling, up to a maximum of 5%, as thecase may be, of the share capital each (for example, any
refinancing of the OCEANEs 2019 that may be decided by the
Board of Directors).
The maximum nominal amount of debt securities giving access,
immediately and/or in the future, to equity securities that may be
issued under these two resolutions is set at €750,000,000 (or theequivalent of this amount for issuances denominated in foreign
currencies or monetary units determined by reference toseveral currencies).

8

These amounts will count towards the ceilings provided for as
part of the May 07, 2024, Combined General Meeting, assummarized in the table above.
In accordance with the provisions of Article L.22-10-52 of the French
Commercial Code, the issuance price of the shares issued directly
will be at least equal to the minimum price provided on the issuancedate (currently corresponding to the weighted average of theprices quoted for the Company’s shares on Euronext Paris over thethree trading days preceding the beginning of the public offer
within the meaning of Regulation (EU) No. 2017/1129 of June 14,2017) possibly decreased by a maximum discount of 5%, as adjusted
for any difference in cum-dividend dates if relevant. The issuanceprice of securities giving access to the share capital will be set insuch a way that the amount received by the Company at the time ofissuance plus, if relevant, the amount to be possibly received
ultimately by the Company is, for each share issued as a result of theissuance of those securities, at least equal to the minimum
subscription price per share.
The previous authorizations for the same purpose given in the
17th and 18th resolutions of the May 11, 2022, Combined General
Meeting were not used in either 2022 or 2023.
The purpose of the twentieth resolution is to authorize the Boardof Directors to increase the number of shares and/or othersecurities issued in the event of over-subscription of a capitalincrease carried out (with or without pre-emptive subscription
rights) under the 17th, 18th and/or 19th resolution(s) of the May 07,
2024, Combined General Meeting (or any resolutions for the same
purpose that may supersede those resolutions while thisauthorization is in force). Any such issuances of additional securities
would be subject to the timings and limits provided for in theapplicable laws and regulations, which currently state that they may
not represent more than 15% of the initial issuance and are within alimit of 30 days from the date of subscription closure.
This authorization is granted within the limit of the ceilings
provided for as part of the May 07, 2024, Combined General
Meeting, as summarized in the table above.
The previous authorization for the same purpose given in the
19th resolution of the May 11, 2022, Combined General Meeting
was not used in either 2022 or 2023.
The purpose of the twenty-first resolution is to renew thedelegation granted to the Board of Directors to carry out sharecapital increases by issuing, without pre-emptive subscription
rights for existing shareholders, shares and/or securities giving
access to the Company’s share capital, as consideration forcontributions in kind.
This procedure is governed by the rules relating to contributed
assets, particularly the requirement to have the assets valued bya contribution auditor.
The maximum nominal amount of the share capital increases
that may be carried out, immediately and/or in the future, under
this resolution is set at €24,958,805 (or any other currency ormonetary unit established by reference to several currencies) –representing 5% of the Company’s share capital as at the
Combined General Meeting of May 07, 2024.
The maximum nominal amount of debt securities giving access,
immediately and/or in the future, to equity securities that may be
issued under this resolution will not be able to exceed the ceilingset for debt security issuances in the 18th resolution (i.e.,€750,000,000).
These amounts will count towards the ceilings provided for as
part of the May 07, 2024, Combined General Meeting, assummarized in the table above.

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Resolutions of the General Meeting

The previous delegation for the same purpose granted in the20th resolution of the May 11, 2022, Combined General Meeting
was not used in either 2022 or 2023.
In the twenty-second resolution, the shareholders are invited torenew the delegation granted to the Board of Directors toincrease the Company’s share capital by capitalizing reserves,profit, premiums or other eligible items whose capitalization isallowed by law or the bylaws.
The Board of Directors could also proceed by allocating newshares free of charge, increasing the par value of existing shares,
or a combination of both of these methods.
The maximum nominal amount of the capital increases that may
be carried out pursuant to this resolution is set at €164,728,118(or the equivalent in any other currency or monetary unit
established by reference to several currencies).
This amount will count towards the ceilings provided for as partof the May 07, 2024, Combined General Meeting, as summarized
in the table above.
The previous authorization for the same purpose given in the
21st resolution of the May 11, 2022, Combined General Meeting
was not used in either 2022 or 2023.

b) Authorizations to issue shares and/or securities
giving access to the share capital for the benefitof employees and corporate officers
The purpose of the twenty-third resolution is to renew thedelegation granted to the Board of Directors to decide sharecapital increases by issuing, without pre-emptive subscription

8.2.7

rights for existing shareholders, shares and/or securities giving
access to the Company’s share capital reserved for employees
and/or corporate officers who are members of an Edenredgroup’s company savings plan and to allocate free of chargethese shares or securities giving access to the share capital. It is
specified that this resolution may be used for the purpose of
implementing leverage formulas.
The maximum amount of issuances that may be carried out
under this delegation is set at €9,983,522 (or the equivalent inany other currency or monetary unit established by reference toseveral currencies) – representing 2% of the Company’s sharecapital as at the Combined General Meeting of May 07, 2024,
unchanged from the maximum amount authorized by the
Combined General Meeting of May 11, 2022.
This amount will count towards the ceilings provided for as partof the May 07, 2024, Combined General Meeting, as summarized
in the table above.
As part of Article L.3332-19 of the French Labor Code (Code dutravail), the issuance price of the new shares or securities giving
access to the share capital may neither be higher than the
average prices quoted for the Company’s share on Euronext
Paris during the 20 trading days preceding the day of thedecision setting the opening date for subscriptions nor be lower
than this average less the maximum discount provided for by thelegal and regulatory provisions in force on the date of thedecision.
The previous delegation of powers given for the same purpose in
the 22nd resolution of the May 11, 2022, Combined General
Meeting was not used in either 2022 or 2023.

Powers to carry out formalities (24th resolution)

The purpose of the twenty-fourth resolution, is to grant full powers to the bearer of an original, extract or copy of the minutes of the
May 07, 2024, Combined General Meeting to carry out any and all filing, publication and other formalities required by law for the
purposes of the resolutions described above.

8.3

Resolutions of the General Meeting

Resolutions to be resolved upon by an Ordinary General Meeting
1

First resolution

Approval of the Company's financial statements
for the financial year ended December 31, 2023

summarized in those reports and which show, for the said
financial year, net accounting profit of €309,022,889.31.

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report and the Statutory
Auditors' report on the Company's financial statements for thefinancial year, approves the Company's financial statements forthe financial year ended December 31, 2023, as presented, as
well as the transactions reflected in those financial statements or

In application of Article 223 quater of the French General Tax
Code (Code général des impôts), the General Meeting approves
the total amount of non-deductible expenses and charges for tax
purposes referred to in Article 39, paragraph 4 of the said code,
which amounted to €294,242 for the past financial year, and thetax paid pertaining to those expenses and charges, whichamounted to €73,561.

2

Second resolution

Approval of the consolidated financial statements
for the financial year ended December 31, 2023
The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report and the Statutory
Auditors' report on the consolidated financial statements for the372

2023 Universal Registration Document — Edenred

financial year, approves the consolidated financial statements forthe financial year ended December 31, 2023, as presented, as
well as the transactions reflected in those financial statements orsummarized in those reports and which show, for the said
financial year, consolidated net profit, Group share, of€267,488,000.

General Meeting
Resolutions of the General Meeting

3

Third resolution

Appropriation of profit for the financial year
ended December 31, 2023, and setting of the dividend

4.

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report:
1. acknowledges that the net accounting profit for the 2023
financial year amounts to €309,022,889.31.
2.

decides to appropriate this amount as follows:
Net accounting profit for the financial
year ended December 31, 2023

€309,022,889.31

Allocation to the legal reserve€0

Retained earnings brought forwardfrom prior financial years€476,381,935.47

Profit available for distribution€785,404,824.78

allocated as follows:3.

5.

• dividend payment (based on
248,955,830 shares carrying dividend
rights at December 31, 2023)€273,851,413.00• retained earnings€511,553,411.78

Consequently, the dividend is set at €1.10 per share entitledto the dividend in respect of the financial year ended
December 31, 2023.
decides that the dividend will be paid as from June 12, 2024,with an ex-dividend date of June 10, 2024.
It is specified that the dividend corresponding to the treasury
shares or shares that have been the subject of a cancellationon the date of payment will be allocated to retained earnings.

decides that if the number of shares actually conferring
entitlement to a dividend on the ex-dividend date is lower orhigher than 248,955,830 shares, the total amount allocatedto the dividend payment will be adjusted downward or
upward and the amount allocated to retained earnings
modified based on dividends actually paid.
Dividends paid to individuals domiciled for tax purposes inFrance are subject to a single flat-rate deduction of 30%,
which includes (i) income tax at a flat rate of 12.8%, and(ii) social security levies (including the CSG wealth tax, theCRDS social security debt reduction tax and the solidaritytax) at a rate of 17.2%. However, they may choose to pay tax
at their marginal rate of income tax. In this case, the dividendof €1.10 per share will be eligible for the 40% allowance
under Article 158, 3-2° of the French General Tax Code forindividuals domiciled for tax purposes in France. This choicemust be made explicitly each year and is irrevocable. It
applies to all income, net gains, profits and receivables thatfall within the scope of application of the single flat-rate
deduction for a given year (i.e., mainly interest, dividends andcapital gains on transferable securities).
It is also specified that individuals who are part of a tax
household whose reference taxable income for the
penultimate year is less than €50,000 (single taxpayer) or€75,000 (taxpayers subject to joint taxation) may apply for awaiver of the compulsory withholding tax provided for in
Article 117 quater of the French General Tax Code. The
application for the withholding to be waived must be
submitted by the taxpayer no later than November 30 of theyear preceding the one in which the dividend is paid.

recalls that, in accordance with Article 243 bis of the French General Tax Code, the dividend payments for the last three financial
years were as follows:

For the financial
year ended
December 31

Payout date

Dividend eligible for the 40% allowance
provided for in Article 158, 3‑2° of the French General Tax Code2022

June 9, 2023

€249,238,105, representing a dividend per share of €1.00

N/A

2021

June 9, 2022

€223,682,437, representing a dividend per share of €0.90

N/A

2020

June 9, 2021

€184,640,061, representing a dividend per share of €0.75

N/A

4

Dividend
not eligible forthe 40% allowance

Fourth resolution

Renewal of Mr. Dominique D’Hinnin
as a director

the Board of Directors’ report, decides to renew the director’s term ofoffice of Mr. Dominique D’Hinnin.

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having consideredThis term of office of a duration of four years will expire following
the General Meeting to be held in 2028 to decide on the financial
statements of the previous financial year.

58

Fifth resolution

Ratification of the co-option of Mrs. Nathalie Balla
as a director
The General Meeting, voting under the quorum and majority
requirements for ordinary general meetings, having considered
the report of the Board of Directors, decides to ratify the co-option decided by the Board of Directors in its meeting of
October 13, 2023, of Mrs. Nathalie Balla as a director to replace
Mrs. Françoise Gri, who resigned, for her remaining term ofoffice, i.e., following the General Meeting to be held in 2025 toapprove the financial statements of the previous financial year.

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Resolutions of the General Meeting

6

Sixth resolution

Approval of the compensation policy for the Chairman
and Chief Executive Officer, pursuant to Article
L.22‑10-8 (II.) of the French Commercial CodeThe General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report and the report on

7

Seventh resolution

Approval of the compensation policy for the membersof the Board of Directors (excluding the Chairman
and Chief Executive Officer), pursuant to Article
L.22-10-8 (II.) of the French Commercial CodeThe General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report and the report on

8

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors’ report and the report on

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report and the report on

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report and the report on

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having

considered the Board of Directors' report and the Statutory
Auditors' special report on the related-party agreements
referred to in Articles L.225-38 et seq. of the French Commercial
Code, approves the said Statutory Auditors' special report andacknowledges that there are no new agreements to besubmitted to the approval of the General Meeting.

Twelfth resolution

Renewal of Deloitte & Associés as Statutory Auditor
for audit of the financial statements
The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having374

corporate governance, pursuant to Article L.22-10-34 (II.) of theFrench Commercial Code, approves the fixed, variable andexceptional components comprising the total compensation andbenefits of any kind paid during, or awarded for, the financial year
ended December 31, 2023, to Mr. Bertrand Dumazy, Chairman
and Chief Executive Officer, as presented in the report on
corporate governance drawn up pursuant to Article L.225-37 of
the French Commercial Code and which appears in section 6.2.3(pages 330 to 332) of the 2023 Universal Registration Document.

Eleventh resolution

Approval of the Statutory Auditors' special reporton the related-party agreements referred
to in Articles L.225‑38 et seq. of the French Commercial Code12

corporate governance, pursuant to Article L.22-10-34 (I.) of theFrench Commercial Code, approves the information referred toin Article L.22-10-9 (I.) of the French Commercial Code, aspresented in the report on corporate governance drawn up
pursuant to Article L.225-37 of the French Commercial Code andwhich appears in section 6.2.2 (pages 322 to 330) of the 2023
Universal Registration Document.

Tenth resolution

Approval of the fixed, variable and exceptional components
comprising the total compensation and benefits of any kindpaid during, or awarded for, the financial year ended
December 31, 2023, to Mr. Bertrand Dumazy, Chairman
and Chief Executive Officer, pursuant to Article
L.22-10-34 (II.) of the French Commercial Code11

corporate governance, sets the annual aggregate fixed amountallocated to directors as compensation for their duties at€1,000,000 pursuant to Article L.225-45 of the French
Commercial Code. This amount will be applicable as fromJanuary 1, 2024, until decided otherwise by a subsequent
General Meeting.

Ninth resolution

Approval of the information on corporate officers'
compensation referred to in Article L.22-10-9 (I.)
of the French Commercial Code, pursuant to Article
L.22-10-34 (I.) of the French Commercial Code10

corporate governance, pursuant to Article L.22-10-8 (II.) of theFrench Commercial Code, approves the compensation policy forthe members of the Board of Directors (excluding the Chairman
and Chief Executive Officer), as presented in the report on
corporate governance drawn up pursuant to Article L.225-37 of
the French Commercial Code and which appears in section 6.2.1(pages 315 to 317) of the 2023 Universal Registration Document.

Eighth resolution

Approval of the annual aggregate fixed amount allocatedto directors as compensation for their duties

9

corporate governance, pursuant to Article L.22-10-8 (II.) of theFrench Commercial Code, approves the compensation policy for
the Chairman and Chief Executive Officer, as presented in thereport on corporate governance drawn up pursuant to Article
L.225-37 of the French Commercial Code and which appears in
section 6.2.1 (pages 315 to 322) of the 2023 Universal
Registration Document.

2023 Universal Registration Document — Edenredconsidered the Board of Directors’ report, decides to renew
Deloitte & Associés as Statutory Auditor for audit of the financial
statements, and whose registered office is located at 6 Place dela Pyramide, 92908 Paris La Défense Cedex, for the 2024 to 2029
financial years.

General Meeting
Resolutions of the General Meeting

13

Thirteenth resolution

Appointment of Deloitte & Associés as Statutory Auditor
for certification of sustainability reporting
The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report, decides to appoint

14

Deloitte & Associés as Statutory Auditor for certification ofsustainability reporting, and whose registered office is located at
6 Place de la Pyramide, 92908 Paris La Défense Cedex, for athree-year term expiring at the close of the General Meeting
held in 2027 to decide on the financial statements for the 2026
financial year.

Fourteenth resolution

Appointment of Ernst & Young Audit as Statutory Auditor
for certification of sustainability reporting
The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors’ report, decides to appoint

15

8

Ernst & Young Audit as Statutory Auditor for certification ofsustainability reporting, and whose registered office is located at
1-2 place des Saisons, 92400 Courbevoie – Paris-La Défense 1,
for a three-year term expiring at the close of the General
Meeting held in 2027 to decide on the financial statements forthe 2026 financial year.

Fifteenth resolution

Authorization granted to the Board of Directors
to trade in the Company's shares

2.

decides that shares may be bought back, sold or otherwisetransferred at any time, except from the filing by a third
party of a public tender offer for the Company's securities
and until the end of the offer period, subject to the limits
and in accordance with the terms and conditions set in thelegal and regulatory provisions in force.

3.

sets the maximum purchase price at €80 per share (or thecorresponding value of this amount on the same date in any
other currency or monetary unit determined by reference toseveral currencies), it being specified that this maximum priceis only applicable to transactions decided after the date of this
General Meeting and not to transactions concluded under anauthorization granted by a previous General Meetingproviding for acquisitions of shares subsequent to the date ofthis General Meeting. The total amount allocated to this sharebuyback program cannot exceed €1,996,704,400.

• canceling all or some of the shares acquired as part of acapital reduction, subject to adoption by this General
Meeting of the 16th resolution below or of any other
resolution for the same purpose that may supersede thesaid resolution while this authorization is in force;4.

in the event of a transaction affecting the Company's sharecapital or shareholders' equity, delegates to the Board of
Directors the authority to adjust the maximum price in orderto take into account the impact of the said transactions on thevalue of the share.

• allocating, covering and honoring any stock option plans,
free share allocation plans, employee savings plans or any
other form of allocation to employees and/or corporate
officers of the Company and companies that are related
to the Company as defined in the legal and regulatory
provisions in force;

5.

decides that purchases of the Company's shares may involvea number of shares, such that:

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors' report, in accordance with
Articles L.225-210 et seq. and L.22-10-62 et seq. of the French
Commercial Code, the General Regulations of the French
financial markets authority (Autorité des marchés financiers –AMF) and/or Regulation (EU) no. 596/2014 of April 16, 2014, as
well as the associated delegated and implementing acts adopted
by the European Commission:
1. authorizes the Board of Directors – with the possibility of
sub-delegating as provided for in the legal and regulatory
provisions in force – to purchase the Company's shares,
either directly or through an intermediary, particularly with aview to the following:• delivering shares upon the exercise of rights attached tosecurities giving access to the Company's share capital;• holding shares in treasury for subsequent remittance inpayment or exchange in connection with mergers,
demergers or asset contributions;• ensuring the liquidity of or making a market in Edenred
shares, under a liquidity contract entered into with aninvestment services provider that complies with market
practice approved by the AMF;
• enabling the Company to trade in Edenred shares for any
other purpose currently authorized or that may be
authorized in the future by the legal and regulatory
provisions in force, or to carry out any market practicethat may be authorized in any new regulations adopted by
the AMF. In such cases, the Company will inform its
shareholders through a press release.

• the total number of shares purchased by the Company
during the term of this authorization (including sharespurchased as part of the said buyback) does not exceed 10%of the shares comprising the Company's share capital at thebuyback date, i.e., as an indication, 24,958,805 shares at
December 31, 2023, it being specified that (i) the maximum
number of shares acquired to be retained and subsequently
remitted as part of a merger, demerger or asset contribution
may not exceed 5% of the Company's share capital and (ii)when the shares are purchased to favor liquidity under theconditions defined by AMF‑approved market practice, thenumber of shares used for the calculation of theabovementioned 10% limit corresponds to the number ofshares purchased less the number of shares sold during theterm of the authorization;• the maximum number of shares that the Company may
hold at any given time may not exceed 10% of the sharescomprising the Company's share capital at the same date.

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Resolutions of the General Meeting

6.

decides that (i) the purchase, sale or transfer of shares may
be carried out and settled by any means, on the basis andwithin the limits prescribed by the legal and regulatory
provisions in force, in one or several transactions, via
regulated markets, multilateral trading facilities, systematicinternalizers or over the counter, including through block
purchases or sales or the use of derivative instruments(excluding sales of put options), and (ii) the entire sharebuyback program may be implemented through a blocktrade.

7.

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the legal and regulatory
provisions in force – to use this authorization, to specify, if
necessary, the terms and conditions thereof, to carry out theshare buyback program, and in particular to place any and all
buy and sell orders on or off the market, enter into any andall agreements, notably for the keeping of registers of sharepurchases and sales, use the shares acquired for specified

targets in accordance with the applicable legal andregulatory provisions, set the terms and conditions underwhich the rights of holders of securities giving access to theshare capital or other rights giving access to the share capitalwill be safeguarded in accordance with the applicable legal
and regulatory provisions and, where appropriate,
contractual provisions providing for other cases ofadjustment, complete the share purchases and sales, carryout all the necessary disclosures and other formalities,
prepare any and all documents and press releases related tothe above transactions, and generally do whatever isnecessary for the application of this resolution.
8.

sets at 18 months as from this General Meeting the durationof this authorization which cancels, for the remaining period,and supersedes, for the unused portion, the authorization
given by the Combined General Meeting of May 11, 2023, in
its 10th resolution.

Resolutions to be resolved upon by an Extraordinary General Meeting
16

Sixteenth resolution

Authorization granted to the Board of Directors to reduce
the Company’s share capital by up to 10% in any 24-month
period by canceling shares
The General Meeting, voting under the quorum and majority
conditions required for extraordinary general meetings, having
considered the Board of Directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions ofArticle L.22-10-62 of the French Commercial Code:
1. authorizes the Board of Directors to reduce the Company’s
share capital by canceling, on one or several occasions, in theamounts and at the times it deems appropriate, and within
the limit of 10% of the share capital as at the date ofcancellation in any 24-month period, all or some of theshares held by the Company as part of any share buyback
programs authorized by the General Meeting.

17

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the applicable laws andregulations – to use this authorization, and in particular to carryout the capital reduction(s), to set the final amount(s)thereof, set the applicable terms and conditions andacknowledge the share capital reduction(s), to charge thedifference between the carrying amount of the canceledshares and their par value against any available reserves andpremiums, to allocate the fraction of the legal reserve that
becomes available as a result of the capital reduction, toamend the bylaws accordingly, to carry out all the necessary
disclosures and other formalities, and generally do whateveris necessary for the application of this resolution.

3.

sets at 26 months as from this General Meeting the durationof this authorization which cancels, for the remaining period,and supersedes, for the unused portion, the authorization
granted by the Combined General Meeting of May 11, 2022,
in its 15th resolution.

Seventeenth resolution

Delegation of authority granted to the Board of Directors
to increase the share capital, with pre-emptive subscription
rights, through the issuance of shares and/or securities giving
access, immediately and/or in the future, to the share capitalof the Company and/or its subsidiaries, for a maximum
nominal amount of share capital increase of €164,728,118(i.e., 33% of the share capital)
The General Meeting, voting under the quorum and majority
conditions required for extraordinary general meetings, having
considered the Board of Directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions of thelaws and regulations in force, in particular Articles L.225-129,
L.225-129-2, L.225-132 to L.225-134 and L.228-91 to L.228-94 of
the French Commercial Code:
1. delegates to the Board of Directors – with the possibility of
sub-delegating as provided for in the applicable laws andregulations – its authority to decide, except from the filingby a third party of a public tender offer for the Company’s
securities and until the end of the offer period, the increaseof the share capital, on one or more occasions, in theamounts and at the times it deems appropriate, through theissuance of, with shareholders’ pre-emptive subscription
rights, in France and/or abroad, in euros, in any foreign

376

2.

2023 Universal Registration Document — Edenredcurrency or in a monetary unit determined by reference toseveral currencies, with or without a premium, for payment
or for free:• ordinary shares of the Company; and/or• equity securities of the Company giving access by anymeans, immediately and/or in the future, to other equity
securities, existing and/or to be issued, of the Company
and/or any company in which the Company directly or
indirectly holds more than half of the share capital (a“Subsidiary”) and/or to existing equity securities of any
company in which the Company does not directly or
indirectly hold more than half of the share capital, and/or
giving right to the allocation of debt securities of theCompany, any Subsidiary and/or any company
abovementioned; and/or• any securities, hybrid or not, giving access by any means,
immediately and/or in the future, to equity securities tobe issued by the Company and/or any Subsidiary;
it being specified that the subscription of shares and/or
other securities may be carried out in cash, by offsetting
liquid and enforceable receivables and/or throughcapitalization of reserves, profits or premiums.

General Meeting
Resolutions of the General Meeting2.

acknowledges that the issuance of, pursuant this delegation,
securities giving access, or which may give access,
immediately and/or in the future, to equity securities to beissued by a Subsidiary may only be performed by theCompany subject to the approval of the extraordinary
general meeting of the Subsidiary issuing the equity
securities.

3.

decides to set the following limits on the issuances thus
authorized:• the maximum nominal amount of the share capitalincreases that may be carried out, immediately and/or in
the future, under this resolution is set at €164,728,118 (orthe equivalent amount in any other currency or monetary
unit established by reference to several currencies), i.e.,
33% of the Company’s share capital at the date of this
General Meeting, it being specified that (i) the nominal
amount of the share capital increases carried out or that
may ultimately be carried out, if applicable, under the
18th, 19th, 21st, 22nd and 23rd resolutions of this General
Meeting and the 11th resolution of the Combined General
Meeting of May 11, 2023, and, where used in connection
with an initial issuance carried out as part of the present
resolution, the 18th and/or 19th resolution of this General
Meeting, under the 20th resolution, or any resolutions withthe same purpose that may supersede the said resolutions
while this delegation is in force, will count towards thisamount and (ii) this amount will be increased, whererequired, by the nominal amount of the additional shares
to be issued in respect of adjustments made to protect, in
accordance with the provisions of applicable laws andregulations and if relevant any contractual provisions thatmight be applicable, the rights of holders of securities orother rights giving access to the share capital;• the maximum nominal amount of debt securities giving
access, immediately and/or in the future, to equity
securities that may be issued under this resolution is set
at €1,647,281,180 (or the equivalent of this amount forissuances in foreign currencies or monetary units
determined by reference to several currencies), it being
specified that the nominal amount of the debt securities
issued, if applicable, under the 18th, 19th and 21stresolutions of this General Meeting and, where used inconnection with an initial issuance carried out as part ofthe present resolution, the 18th and/or 19th resolution ofthis General Meeting, under the 20th resolution, or any
resolutions with the same purpose that may supersede
the said resolutions while this delegation is in force, willcount towards this amount. This ceiling is separate anddistinct from the amount of securities representing debt
conferring entitlement to the allocation of debt securities
and the amount of debt securities whose issue is decided
upon or authorized pursuant to Articles L.228-36-A,
L.228‑40, L.228-92 paragraph 3, L.228-93 paragraph 6 andL.228-94 paragraph 3 of the French Commercial Code.

4.

In the event of use of this delegation by the Board of
Directors:• decides that shareholders may exercise their pre-emptive
subscription rights to the shares to which they areentitled as of right, under the conditions provided for by
the legal and regulatory provisions, and notes that theBoard of Directors may give the shareholders the right tosubscribe for shares in excess (à titre réductible) of thoseto which they are entitled as of right (à titre irréductible),in proportion to their subscription rights and for theamount of their requests;

8• decides that if an issuance of shares or securities is not
fully subscribed by shareholders (both under theirentitlement as of right and in excess thereof), the Boardof Directors may take any or all of the courses of action
available under Article L.225-134 of the French
Commercial Code, in the order of its choice, including
offering all or some of the unsubscribed shares or othersecurities for subscription on the open market;• decides that issuances of call warrants for the Company’s
shares may be made by a subscription offer under theconditions described above, but also by free allocation toholders of existing shares;• decides that in the event of free allocation of callwarrants, the Board of Directors may decide thatfractional allotment rights will not be negotiable and thatthe corresponding securities will be sold;• acknowledges that this delegation automatically entails,
in favor of holders of issued securities giving access to theshare capital of the Company, the waiver by shareholdersof their pre-emptive subscription right to shares to which
the securities to be issued may confer immediate and/or
future entitlement.
5.

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the legal and regulatory
provisions in force – to use this delegation, and in particularto:• decide on any issuance (and, where applicable, postpone
such issuance) and determine the shares and/or securities
to be issued, conferring immediate and/or future accessto shares in the Company and/or any Subsidiaries;• decide the amount of any issuance, the price of any
issuance and the amount of the premium that may, whereappropriate, be requested upon issuance or, whereappropriate, the amount of reserves, profits or premiums
that may be incorporated into the capital;• determine the timing and other terms of any share capitalincrease, including the form and characteristics of theshares and/or securities to be issued;• decide, furthermore, in the case of bonds or other debt
securities, their subordinated nature or otherwise (and, if
applicable, their subordination ranking, in accordancewith the provisions of Article L.228-97 of the French
Commercial Code), set their interest rate (particularly the
fixed or variable interest rate or zero coupon or indexed)
and provide for, where appropriate, mandatory or
optional cases of suspension or non-payment of interest,
stipulate their term (fixed or indefinite), the possibility of
reducing or increasing the amount of securities and theother terms of issuance (including whether to grant themguarantees or sureties) and amortization (including
repayment by delivery of assets of the Company);• amend, during the life of the securities concerned, theterms specified above, subject to compliance with theapplicable formalities;• determine the method of payment for shares or securities
granting access to the capital to be issued immediately
and/or in the future;• set, where appropriate, the terms and conditions forexercising rights attached to shares and securities giving
access, immediately and/or in the future, to share capital
to be issued and, in particular, set the date (which may beretroactive) from which dividend rights will be attached to
the new shares, set the terms and conditions forexercising rights of conversion, exchange and repayment,
as the case may be, including through repayment in the
Company’s assets such as treasury shares and securities
already issued by the Company, as well as all other terms
and conditions of each capital increase;

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377

8

General Meeting
Resolutions of the General Meeting• set the conditions under which the Company will, if
appropriate, benefit from the right to buy back or tradeon the stock exchange, at any time or during specified
periods, securities giving access, immediately and/or in
the future, to the share capital, issued or to be issued, inorder to cancel them or otherwise, in consideration of theprovisions of the laws and regulations;with applicable law and regulations and contractual
provisions providing for other safeguard conditions, suchother terms and conditions as will safeguard, whereapplicable, the rights of holders of securities giving accessto the share capital or other rights giving access to theshare capital (including by way of cash adjustments);• acknowledge the completion of each share capital increase
and make the corresponding amendments to the bylaws;• allow for the exercise of the rights attached to thesecurities to be suspended, in accordance with theprovisions of the laws and regulations;• generally, enter into any agreements, particularly to ensure
the successful completion of the planned issuances, takeall measures and decisions and complete all formalities
required for the issuance, admission to trading on aregulated market and financial servicing of the securities
issued under this delegation and the exercise of the rights
attached thereto, or any formalities resulting from theshare capital increases carried out; and• whether or not to offset the capital increase expenses
against the amount of the related premiums and deductfrom this amount the sums necessary to increase the legal
reserve to one-tenth of the new share capital after eachshare capital increase;• determine and make all adjustments to take into accountthe impact of transactions on the share capital of theCompany, particularly in the event of a change in the parvalue of shares, a share capital increase by incorporationof reserves, profits or premiums, a free allocation ofshares, stock splits or reverse stock splits, distribution ofreserves, premiums or dividends or any other assets,
amortization of capital or any other transaction affecting
the capital or shareholders’ equity, and set in accordance

18

6.

sets at 26 months as from this General Meeting the durationof this delegation which cancels, for the remaining period,and supersedes, for the unused portion, the delegation
granted by the Combined General Meeting of May 11, 2022,
in its 16th resolution.

Eighteenth resolution

Delegation of authority granted to the Board of Directors
to increase the share capital, without pre-emptive
subscription rights, through the issuance of, by a public offer
other than an offer referred to in Article L.411-2, 1°of the French Monetary and Financial Code, sharesand / or securities giving access, immediately
and / or in the future, to the share capital of the Company
and / or its subsidiaries, including as consideration
for securities contributed as part of a public exchange offer,
for a maximum nominal amount of share capital increaseof €24,958,805 (i.e., 5% of the share capital)
The General Meeting, voting under the quorum and majority
conditions required for extraordinary general meetings, having
considered the Board of Directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions of thelaws and regulations in force, in particular Articles L.225-129,
L.225-129-2, L.225-135, L.225-136, L.228-91 to L.228-94, L.22‑10‑51,
L.22-10-52 and L.22-10-54 of the French Commercial Code:
1. delegates to the Board of Directors – with the possibility of
sub-delegating as provided for in the applicable laws andregulations – its authority to decide, except from the filingby a third party of a public tender offer for the Company’s
securities and until the end of the offer period, the increaseof the share capital, on one or more occasions, in theamounts and at the times it deems appropriate, through theissuance, by a public offer other than an offer referred to in
Article L.411-2, 1° of the French Monetary and Financial Code
(Code monétaire et financier), in France and/or abroad, ineuros, in any foreign currency or in a monetary unit
determined by reference to several currencies, with orwithout a premium, for payment or for free, of:• ordinary shares of the Company; and/or• equity securities of the Company giving access by anymeans, immediately and/or in the future, to other equity
securities, existing and/or to be issued, of the Company
and/or any Subsidiary and/or to existing equity securities
of any company in which the Company does not directly
or indirectly hold more than half of the share capital, and/or
giving right to the allocation of debt securities of theCompany, any Subsidiary and/or any company
abovementioned; and/or

378• more generally, do whatever is necessary for theapplication of this resolution.

2023 Universal Registration Document — Edenred2.

• any securities, hybrid or not, giving access by any means,
immediately and/or in the future, to equity securities tobe issued by the Company and/or any Subsidiary;
it being specified that the subscription of shares and/or
other securities may be carried out in cash, by offsetting
liquid and enforceable receivables and/or throughcapitalization of reserves, profits or premiums.
delegates to the Board of Directors – with the possibility of
sub-delegating as provided for by the legal and regulatory
provisions in force – its authority to decide on the issuance ofshares and/or securities giving access, immediately and/or in
the future, to the Company’s share capital to be issued
following the issuance, by Subsidiaries, of securities giving
access to the Company’s share capital. This decision
automatically entails, in favor of holders of securities issued
by Subsidiaries, the waiver by the Company’s shareholders of
their pre-emptive subscription right to shares or securities
giving access to the Company’s share capital to which thesesecurities may confer entitlement.

3.

acknowledges that the issuance of, pursuant this delegation,
securities giving access, or which may give access,
immediately and/or in the future, to equity securities to beissued by a Subsidiary may only be performed by theCompany subject to the approval of the extraordinary
general meeting of the Subsidiary issuing the equity
securities.

4.

acknowledges that the public offer(s) decided pursuant tothis delegation may be, if relevant, carried out jointly or
simultaneously with public offer(s) addressed exclusively to a
restricted circle of investors acting for their proprietary
portfolio or to qualified investors referred to in Article
L.411‑2, 1° of the French Monetary and Financial Code,decided pursuant to the 19th resolution of this General
Meeting or any other resolution for the same purpose that
may supersede the said resolution while this delegation is inforce.

General Meeting
Resolutions of the General Meeting5.

decides to set the following limits on the issuancesthus authorized:

6.

• the maximum nominal amount of the share capitalincreases that may be carried out, immediately and/or in
the future, under this resolution is set at €24,958,805 (orthe equivalent amount in any other currency or monetary
unit established by reference to several currencies), i.e.,
5% of the Company’s share capital at the date of this
General Meeting, it being specified that (i) this amountwill count towards the overall ceiling for all the sharecapital increases carried out or that may ultimately be
carried out set in the 17th resolution of this General
Meeting or any resolutions with the same purpose that
may supersede the said resolution while this delegation isin force, (ii) the nominal amount of the share capitalincreases without pre-emptive subscription rights, set at€49,917,611 (or equivalent in other currencies or currency
units based on several currencies), i.e, 10% of theCompany’s share capital at the date of the present
General Meeting, which is common to the share capitalincreases carried out or that may ultimately be carriedout, if applicable, under the 19th, 21st and 23rd resolutionsof this General Meeting and the 11th resolution of the
Combined General Meeting of May 11, 2023, and, whereused in connection with an initial issuance carried out aspart of the present resolution or the 19th resolution of this
General Meeting, under the 20th resolution, or any
resolutions with the same purpose that may supersede
the said resolutions while this delegation is in force, willcount towards this amount, and (iii) these amounts will be
increased, where required, by the nominal amount of theadditional shares to be issued in respect of adjustments
made to protect, in accordance with the provisions ofapplicable laws and regulations and if relevant any
contractual provisions that might be applicable, the rights
of holders of securities or other rights giving access tothe share capital;• the maximum nominal amount of debt securities giving
access, immediately and/or in the future, to equity
securities that may be issued under this resolution is set
at €750,000,000 (or the equivalent of this amount forissuances in foreign currencies or monetary units
determined by reference to several currencies), it being
specified that (i) this amount will count towards theoverall ceiling set in the 17th resolution of this General
Meeting for debt securities or any resolutions with thesame purpose that may supersede the said resolution
while this delegation is in force and (ii) the nominal
amount of the debt securities issued, if applicable, underthe 19th and 21st resolutions of this General Meeting and,
where used in connection with an initial issuance carriedout as part of the present resolution or the 19th resolutionof this General Meeting, under the 20th resolution, or any
resolutions with the same purpose that may supersede
the said resolution while this delegation is in force, willcount towards this amount. This ceiling is separate anddistinct from the amount of securities representing debt
conferring entitlement to the allocation of debt securities
and the amount of debt securities whose issue is decided
upon or authorized pursuant to Articles L.228-36-A,
L.228‑40, L.228-92 paragraph 3, L.228-93 paragraph 6 andL.228-94 paragraph 3 of the French Commercial Code.

8

In the event of use of this delegation by the Boardof Directors:• decides to cancel shareholders’ pre-emptive subscription
rights to the securities to be issued under this resolution
and to give the Board of Directors, pursuant to Article
L.22-10-51 of the French Commercial Code, the option of
offering shareholders a priority subscription period, for allor part of any issuance carried out, the terms andduration of which will be set by the Board of Directors inaccordance with the provisions of the applicable laws andregulations. Such priority subscription period shall notgive rise to any transferable rights, shall be exercised inproportion to the number of shares held by eachshareholder and could be supplemented by subscription
in excess of shareholders’ entitlement as of right (à titre
réductible), it being stipulated that the unsubscribedsecurities may be subject to a public offering in France
and/or abroad;• decides that if an issuance of shares or securities is not
fully subscribed by shareholders, the Board of Directors
may take any or all of the courses of action available
under Article L.225-134 of the French Commercial Code,in the order of its choice;• decides that these issuances may be carried out (i) as
payment for securities tendered to the Company under apublic offer carried out in France or abroad in accordancewith local regulations, such as in the case of a reverse
merger or a scheme of arrangement, in compliance with
Article L.22-10-54 of the French Commercial Code and/or(ii) following the issuance, by a Subsidiary, of securities
giving access to the Company’s share capital in accordancewith Article L.228-93 of the French Commercial Code;• acknowledges that this delegation automatically entails,
in favor of holders of issued securities giving access to theshare capital of the Company, the waiver by Company
shareholders of their pre-emptive subscription right toshares to which the securities to be issued may confer
entitlement.

7.

decides, as part of Article L.22-10-52 of the French
Commercial Code, that:• the issuance price of the shares issued directly will be atleast equal, on the issuance date, to the weighted average ofthe prices quoted for the Company’s shares on Euronext
Paris over the three trading days preceding the beginningof the public offer (within the meaning of Regulation (EU)No. 2017/1129 of June 14, 2017) possibly decreased by amaximum discount of 5%, as adjusted for any differencein cum-dividend dates if relevant;• the issuance price of securities giving access to the sharecapital will be set in such a way that the amount received
by the Company at the time of issuance plus, if relevant,the amount to be possibly received ultimately by theCompany is, for each share issued as a result of theissuance of those securities, at least equal to theminimum subscription price defined above;• the conversion, redemption or generally the transformation
into shares of each securities giving access to the share capitalshall be determined, taking into account the nominal value ofthe said securities, in a number of shares in such a way as toensure that the amount per share received by the Company isat least equal to the minimum subscription price set out in thefirst point of this paragraph.

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8

General Meeting
Resolutions of the General Meeting8.

• in case of issuance of securities as consideration for
securities contributed as part of a public exchange offer,draw up the list of securities tendered to the offer, set
the terms and conditions of the issuance, the exchange
ratio and, if applicable, the amount of the cash
component to be made without requiring application of
the pricing methods described in paragraph 7 of thisresolution and determine the issuance terms andconditions as part of a public exchange offer, analternative tender or exchange offer, a single tender or
exchange offer for securities in exchange for securities
and cash, a principal public tender or exchange offer witha subsidiary exchange or tender offer or any other form of
public offer that complies with the provisions of the laws
and regulations applicable to the said public offer;

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the legal and regulatory
provisions in force – to use this delegation, and in particularto:• decide on any issuance (and, where applicable, postpone
such issuance) and determine the shares and/or securities
to be issued;• decide the amount of any issuance, the price of any
issuance and the amount of the premium that may, whereappropriate, be requested upon issuance or, whereappropriate, the amount of reserves, profits or premiums
that may be incorporated into the capital;• determine the timing and other terms of any share capitalincrease, including the form, number and characteristicsof the shares and/or securities to be issued;• whether or not to offset the capital increase expenses
against the amount of the related premiums and deductfrom this amount the sums necessary to increase the legal
reserve to one-tenth of the new share capital after eachshare capital increase;• decide, furthermore, in the case of bonds or other debt
securities, their subordinated nature or otherwise (and, if
applicable, their subordination ranking, in accordancewith the provisions of Article L.228-97 of the French
Commercial Code), set their interest rate (particularly the
fixed or variable interest rate or zero coupon or indexed)
and provide for, where appropriate, mandatory or
optional cases of suspension or non-payment of interest,
stipulate their term (fixed or indefinite), the possibility of
reducing or increasing the amount of securities and theother terms of issuance (including whether to grant themguarantees or sureties) and amortization (including
repayment by delivery of assets of the Company);• determine and make all adjustments to take into accountthe impact of transactions on the share capital of theCompany, particularly in the event of a change in the parvalue of shares, a share capital increase by incorporationof reserves, profits or premiums, a free allocation ofshares, stock splits or reverse stock splits, distribution ofreserves, premiums or dividends or any other assets,
amortization of capital or any other transaction affecting
the capital or shareholders’ equity, and set in accordancewith applicable law and regulations and where appropriate
contractual provisions providing for other safeguard
conditions, such other terms and conditions as will
safeguard, where applicable, the rights of holders of
securities giving access to the share capital or other rights
giving access to the share capital (including by way of cash
adjustments);• amend, during the life of the securities concerned, theterms specified above, subject to compliance with theapplicable formalities;• determine the method of payment for shares or securities
granting access to the capital to be issued immediately
and/or in the future;• set, where appropriate, the terms and conditions forexercising rights attached to shares and securities giving
access, immediately and/or in the future, to share capital
to be issued and, in particular, set the date (which may beretroactive) from which dividend rights will be attached to
the new shares, set the terms and conditions forexercising rights of conversion, exchange and repayment,
as the case may be, including through repayment in the
Company’s assets such as treasury shares and securities
already issued by the Company, as well as all other terms
and conditions of each capital increase;• set the conditions under which the Company will, if
appropriate, benefit from the right to buy back or tradeon the stock exchange, at any time or during specified
periods, securities giving access, immediately and/or in
the future, to the share capital, issued or to be issued, inorder to cancel them or otherwise, in consideration of theprovisions of the laws and regulations;• allow for the exercise of the rights attached to thesecurities to be suspended, in accordance with theprovisions of the laws and regulations;

380

2023 Universal Registration Document — Edenred• acknowledge the completion of each share capital increase
and make the corresponding amendments to the bylaws;• generally, enter into any agreements, particularly to ensure
the successful completion of the planned issuances, takeall measures and decisions and complete all formalities
required for the issuance, admission to trading on aregulated market and financial servicing of the securities
issued under this delegation and the exercise of the rights
attached thereto, or any formalities resulting from the sharecapital increases carried out; and• more generally, do whatever is necessary for the applicationof this resolution.
9.

sets at 26 months as from this General Meeting the durationof this delegation which cancels, for the remaining period,and supersedes, for the unused portion, the delegation
granted by the Combined General Meeting of May 11, 2022,
in its 17th resolution.

General Meeting
Resolutions of the General Meeting

19

Nineteenth resolution

Delegation of authority granted to the Board of Directors
to increase the share capital, without pre-emptive
subscription rights, through the issuance of, by a public offer
addressed exclusively to a restricted circle of investors acting
for their proprietary portfolio or to qualified investors
referred to in Article L.411-2, 1° of the French Monetaryand Financial Code, shares and/or securities giving access,
immediately and/or in the future, to the share capitalof the Company and/or its subsidiaries, for a maximum
nominal amount of share capital increase of €24,958,805(i.e., 5% of the share capital)
The General Meeting, voting under the quorum and majority
conditions required for extraordinary general meetings, having
considered the Board of Directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions of thelaws and regulations in force, in particular Articles L.225-129,
L.225-129-2, L.225-135, L.225-136, L.22-10-52 and L.228-91 to
L.228-94 of the French Commercial Code and Article L.411-2,
1° of the French Monetary and Financial Code:
1. delegates to the Board of Directors – with the possibility of
sub-delegating as provided for in the applicable laws andregulations – its authority to decide, except from the filingby a third party of a public tender offer for the Company’s
securities and until the end of the offer period, the increaseof the share capital, on one or more occasions, in theamounts and at the times it deems appropriate, through theissuance, by a public offer addressed exclusively to a
restricted circle of investors acting for their proprietary
portfolio or to qualified investors referred to in Article
L.411‑2, 1° of the French Monetary and Financial Code, inFrance and/or abroad, in euros, in any foreign currency or ina monetary unit determined by reference to several
currencies, with or without a premium, for payment or for
free, of:• ordinary shares of the Company; and/or• equity securities of the Company giving access by anymeans, immediately and/or in the future, to other equity
securities, existing and/or to be issued, of the Company
and/or any Subsidiary and/or to existing equity securities
of any company in which the Company does not directly
or indirectly hold more than half of the share capital, and/or giving right to the allocation of debt securities of theCompany, any Subsidiary and/or any company
abovementioned; and/or

2.

8• any securities, hybrid or not, giving access by any means,
immediately and/or in the future, to equity securities tobe issued by the Company and/or any Subsidiary;
it being specified that the subscription of shares and/or
other securities may be carried out in cash, by offsetting
liquid and enforceable receivables and/or through capitalizationof reserves, profits or premiums.
delegates to the Board of Directors – with the possibility of
sub-delegating as provided for by the legal and regulatory
provisions – its authority to decide on the issuance of shares
and/or securities giving access, immediately and/or in the
future, to the Company’s share capital to be issued following
the issuance, by Subsidiaries, of securities giving access to
the Company’s share capital. This decision automaticallyentails, in favor of holders of securities issued by
Subsidiaries, the waiver by the Company’s shareholders of
their pre-emptive subscription right to shares or securities
giving access to the Company’s share capital to which thesesecurities may confer entitlement.

3.

acknowledges that the issuance of, pursuant this delegation,
securities giving access, or which may give access,
immediately and/or in the future, to equity securities to beissued by a Subsidiary may only be performed by theCompany subject to the approval of the extraordinary
general meeting of the Subsidiary issuing the equity
securities.

4.

acknowledges that the public offer(s) addressed exclusively
to a restricted circle of investors acting for their proprietary
portfolio or to qualified investors referred to in Article
L.411‑2, 1° of the French Monetary and Financial Codedecided pursuant to this delegation may be, if relevant,carried out jointly or simultaneously with public offer(s)decided pursuant to the 18th resolution of this General
Meeting or any other resolution for the same purpose that
may supersede the said resolution while this delegation is inforce.

5.

decides to set the following limits on the issuances thus
authorized:• the maximum nominal amount of the share capitalincreases that may be carried out, immediately and/or in
the future, under this resolution is set at €24,958,805 (orthe equivalent amount in any other currency or monetary
unit established by reference to several currencies), i.e.,
5% of the Company’s share capital at the date of this
General Meeting, it being specified that (i) this amountwill count towards the overall ceiling for all the sharecapital increases without pre-emptive subscription rights
carried out or that may ultimately be carried out set in the
18th resolution of this General Meeting as well as towards
the overall ceiling for all the share capital increases
carried out or that may ultimately be carried out set in the
17th resolution of this General Meeting or any resolutions
with the same purpose that may supersede the said
resolution while this delegation is in force and (ii) theseamounts will be increased, where required, by thenominal amount of the additional shares to be issued in
respect of adjustments made to protect, in accordancewith the provisions of applicable laws and regulations and
if relevant any contractual provisions that might beapplicable, the rights of holders of securities or otherrights giving access to the share capital;• the maximum nominal amount of debt securities giving
access, immediately and/or in the future, to equity
securities that may be issued under this resolution is set
at €750,000,000 (or the equivalent of this amount forissuances in foreign currencies or monetary units
determined by reference to several currencies), it being
specified that this amount will count towards the ceilingset in the 18th resolution of this General Meeting as wellas the overall ceiling set in the 17th resolution of this
General Meeting for debt securities or any resolutions
with the same purpose that may supersede the said
resolution while this delegation is in force. This ceiling isseparate and distinct from the amount of securities
representing debt conferring entitlement to theallocation of debt securities and the amount of debt
securities whose issue is decided upon or authorized
pursuant to 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.

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8

General Meeting
Resolutions of the General Meeting6.

• amend, during the life of the securities concerned, theterms specified above, subject to compliance with theapplicable formalities;

In the event of use of this delegation by the Board of
Directors:• decides to cancel shareholders’ pre-emptive subscription
rights to the securities to be issued under this resolution;• determine the method of payment for shares or securities
granting access to the capital to be issued immediately
and/or in the future;• decides that if an issuance of shares or securities is not
fully subscribed by shareholders, the Board of Directors
may take any or all of the courses of action available
under Article L.225-134 of the French Commercial Code,in the order of its choice;• set, where appropriate, the terms and conditions forexercising rights attached to shares and securities giving
access, immediately and/or in the future, to share capital
to be issued and, in particular, set the date (which may beretroactive) from which dividend rights will be attached to
the new shares, set the terms and conditions forexercising rights of conversion, exchange and repayment,
as the case may be, including through repayment in the
Company’s assets such as treasury shares and securities
already issued by the Company, as well as all other terms
and conditions of each capital increase;• acknowledges that this delegation automatically entails,
in favor of holders of issued securities giving access to theshare capital of the Company, the waiver by Company
shareholders of their pre-emptive subscription right toshares to which the securities to be issued may confer
entitlement.
7.

decides, as part of Article L.22-10-52 of the French Commercial
Code, that:• set the conditions under which the Company will, if
appropriate, benefit from the right to buy back or tradeon the stock exchange, at any time or during specified
periods, securities giving access, immediately and/or in
the future, to the share capital, issued or to be issued, inorder to cancel them or otherwise, in consideration of theprovisions of the laws and regulations;• the issuance price of the shares issued directly will be atleast equal, on the issuance date, to the weighted average ofthe prices quoted for the Company’s shares on Euronext
Paris over the three trading days preceding the beginningof the public offer (within the meaning of Regulation (EU)No. 2017/1129 of June 14, 2017) possibly decreased by amaximum discount of 5%, as adjusted for any differencein cum-dividend dates if relevant;• allow for the exercise of the rights attached to thesecurities to be suspended, in accordance with theprovisions of the laws and regulations;• the issuance price of securities giving access to the sharecapital will be set in such a way that the amount received
by the Company at the time of issuance plus, if relevant,the amount to be possibly received ultimately by theCompany is, for each share issued as a result of theissuance of those securities, at least equal to theminimum subscription price defined above;• whether or not to offset the capital increase expenses
against the amount of the related premiums and deductfrom this amount the sums necessary to increase the legal
reserve to one-tenth of the new share capital after eachshare capital increase;• determine and make all adjustments to take into accountthe impact of transactions on the share capital of theCompany, particularly in the event of a change in the parvalue of shares, a share capital increase by incorporationof reserves, profits or premiums, a free allocation ofshares, stock splits or reverse stock splits, distribution ofreserves, premiums or dividends or any other assets,
amortization of capital or any other transaction affecting
the capital or shareholders’ equity, and set in accordancewith applicable law and regulations and where appropriate
contractual provisions providing for other safeguard
conditions, such other terms and conditions as will
safeguard, where applicable, the rights of holders of
securities giving access to the share capital or other rights
giving access to the share capital (including by way of cash
adjustments);• the conversion, redemption or generally thetransformation into shares of each securities giving accessto the share capital shall be determined, taking into
account the nominal value of the said securities, in a
number of shares in such a way as to ensure that theamount per share received by the Company is at least
equal to the minimum subscription price set out in thefirst point of this paragraph.
8.

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the legal and regulatory
provisions in force – to use this delegation, and in particular to:• decide on any issuance (and, where applicable, postpone
such issuance) and determine the shares and/or securities
to be issued;• decide the amount of any issuance, the price of any
issuance and the amount of the premium that may, whereappropriate, be requested upon issuance or, whereappropriate, the amount of reserves, profits or premiums
that may be incorporated into the capital;• acknowledge the completion of each share capital increase
and make the corresponding amendments to the bylaws;• generally, enter into any agreements, particularly to ensure
the successful completion of the planned issuances, takeall measures and decisions and complete all formalities
required for the issuance, admission to trading on aregulated market and financial servicing of the securities
issued under this delegation and the exercise of the rights
attached thereto, or any formalities resulting from theshare capital increases carried out; and• determine the timing and other terms of any share capitalincrease, including the form, number and characteristicsof the shares and/or securities to be issued;• decide, furthermore, in the case of bonds or other debt
securities, their subordinated nature or otherwise (and, if
applicable, their subordination ranking, in accordancewith the provisions of Article L.228-97 of the French
Commercial Code), set their interest rate (particularly the
fixed or variable interest rate or zero coupon or indexed)
and provide for, where appropriate, mandatory or
optional cases of suspension or non-payment of interest,
stipulate their term (fixed or indefinite), the possibility of
reducing or increasing the amount of securities and theother terms of issuance (including whether to grant themguarantees or sureties) and amortization (including
repayment by delivery of assets of the Company);382

2023 Universal Registration Document — Edenred• more generally, do whatever is necessary for theapplication of this resolution.
9.

sets at 26 months as from this General Meeting the durationof this delegation which cancels, for the remaining period,and supersedes, for the unused portion, the delegation
granted by the Combined General Meeting of May 11, 2022,
in its 18th resolution.

General Meeting
Resolutions of the General Meeting

20

Twentieth resolution
the limits and timings provided for in the provisions of thelaws and regulations applicable at the issuance date, at thesame price as the one applied for the initial issuance,
particularly in order to grant an over-allotment option inaccordance with market practice.

Authorization granted to the Board of Directors to increase
the number of shares and/or securities to be issued
in the event of a share capital increase
with or without pre‑emptive subscription rights
The General Meeting, voting under the quorum and majority
conditions required for extraordinary general meetings, having
considered the Board of Directors' report and the Statutory
Auditors' special report, in accordance with the legal andregulatory provisions in force, in particular Articles L.225-129-2
and L.225-135-1 of the French Commercial Code:
1. authorizes the Board of Directors – with the possibility of
sub-delegation as provided for in the applicable laws andregulations – except from the filing by a third party of apublic tender offer for the Company’s securities and until
the end of the offer period, to increase the number of shares
and/or securities to be issued in the event of a share capitalincrease of the Company, with or without shareholders’ preemptive subscription rights, carried out pursuant to the 17th,
18th and/or 19th resolution of this General Meeting, or any
resolutions with the same purpose that may supersede thesaid resolutions while this authorization is in force, subject to

21

8

2.

decides that the nominal amount of the increase in the issuancedecided pursuant to this resolution will count towards (i) the
overall ceilings set in the 17th resolution of this General
Meeting, and (ii) the specific ceilings set in the resolution
used for the initial issuance or, where applicable, any
resolutions with the same purpose that may supersede thesaid resolution while this authorization is in force.

3.

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the legal and regulatory
provisions in force – to use this authorization.

4.

sets at 26 months as from this General Meeting the durationof this authorization which cancels, for the remaining period,and supersedes, for the unused portion, the authorization
granted by the Combined General Meeting of May 11, 2022,
in its 19th resolution.

2.

decides to set the following limits on the issuances thus
authorized:

Twenty-first resolution

Delegation of powers granted to the Board of Directors
to increase the share capital, without pre-emptive
subscription rights, through the issuance of sharesand / or securities giving access, immediately
and / or in the future, to the share capital of the Company
as consideration for contributions in kind made to the Company,
except in case of a public exchange offer initiated by theCompany, for a maximum nominal amount of share capitalincrease of €24,958,805 (i.e., 5% of the share capital)
The General Meeting, voting under the quorum and majority
conditions required for extraordinary general meetings, having
considered the Board of Directors’ report and the Statutory
Auditors’ special report, in accordance with the legal and regulatory
provisions in force, in particular Articles L.225-129 et seq., L.225‑147,
L.22-10-53 and L.228-91 of the French Commercial Code:
1. delegates to the Board of Directors – with the possibility of
sub-delegating as provided for in the applicable laws andregulations – the necessary power to decide, except fromthe filing by a third party of a public tender offer for theCompany’s securities and until the end of the offer period,
based on the report of the contribution auditor(s), theissuance, without pre-emptive subscription rights, on one ormore occasions:• ordinary shares of the Company; and/or• the maximum nominal amount of the share capitalincreases that may be carried out, immediately and/or in
the future, under this resolution is set at €24,958,805 (orthe equivalent amount in any other currency or monetary
unit established by reference to several currencies), i.e.,
5% of the Company’s share capital at the date of this
General Meeting, it being specified that (i) this amountwill count towards the overall ceiling for all the sharecapital increases without pre-emptive subscription rights
carried out or that may ultimately be carried out set in the
18th resolution of this General Meeting as well as towards
the overall ceiling for all the share capital increases
carried out or that may ultimately be carried out set in the
17th resolution of this General Meeting or any resolutions
with the same purpose that may supersede the said
resolution while this delegation is in force and (ii) thisamount will be increased, where required, by the nominal
amount of the additional shares to be issued in respect ofadjustments made to protect, in accordance with theprovisions of applicable laws and regulations and if
relevant any contractual provisions that might beapplicable, the rights of holders of securities or otherrights giving access to the share capital;• equity securities of the Company giving access by anymeans, immediately and/or in the future, to other equity
securities, existing and/or to be issued, of the Company
and/or giving right to the allocation of debt securities of
the Company; and/or• any securities, hybrid or not, giving access by any means,
immediately and/or in the future, to equity securities tobe issued by the Company;in order to remunerate contributions in kind made to theCompany and consisting of equity securities or securities
giving access to the share capital of other companies, when
the provisions of Article L.22-10-54 of the French
Commercial Code do not apply.

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General Meeting
Resolutions of the General Meeting• the maximum nominal amount of debt securities giving
access, immediately and/or in the future, to equity
securities that may be issued under this resolution may
not exceed the ceiling set in the 18th resolution of this
General Meeting for debt securities (i.e., €750,000,000) or
any resolutions with the same purpose that may
supersede the said resolution while this delegation is inforce, it being specified that this amount will counttowards the nominal amount of debt securities issued, if
relevant, under the 18th resolution of this General
Meeting as well as towards the overall ceiling set in the
17th resolution of this General Meeting for debt securities
or any resolutions with the same purpose that may
supersede the said resolution while this delegation is inforce. This ceiling is separate and distinct from theamount of securities representing debt conferring
entitlement to the allocation of debt securities and theamount of debt securities whose issue is decided upon or
authorized pursuant to Articles L.228-36-A, L.228-40, L.22892 paragraph 3, L.228-93 paragraph 6 and L.228-94
paragraph 3 of the French Commercial Code.
3.

22

5.

acknowledges that, should the Board of Directors make useof the delegation granted to it in this resolution, the reportof the contribution auditor, if one is drawn up in accordancewith Articles L.225-147 and L.22-10-53 of the French
Commercial Code, will be brought to its attention at the next
General Meeting.

6.

sets at 26 months as from this General Meeting the durationof this delegation which cancels, for the remaining period,and supersedes, for the unused portion, the delegation
granted by the Combined General Meeting of May 11, 2022,
in its 20th resolution.

3.

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the legal and regulatory
provisions in force – to use this delegation, and in particular to:

Twenty-second resolution

The General Meeting, voting under the quorum and majority
conditions required for ordinary general meetings, having
considered the Board of Directors’ report, in accordance with thelaws and regulations in force, in particular Articles L.225-129, L.225129-2, L.225-130 and L.22-10-50 of the French Commercial Code:
1. delegates to the Board of Directors its authority to decide,
except from the filing by a third party of a public tender
offer for the Company’s securities and until the end of theoffer period, the increase of the share capital, on one ormore occasions, in the amounts and at the times it deems
appropriate, through capitalization of reserves, profits,
premiums or other items whose capitalization is allowed bylaw or the bylaws, by allocating new shares free of charge,
increasing existing shares’ par value or by a combination ofboth of these methods.

384

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the applicable laws andregulations – to use this delegation and in particular to
approve the appraisal of contributions and the granting ofspecific benefits, to reduce, if the contributing parties
consent thereto, the appraisal of contributions or thecompensation of specific benefits and, as to the said
contributions, acknowledge their completion, offset all
costs, charges and duties against premiums, increase theCompany’s share capital and amend the bylaws accordingly,
and more generally, do whatever is necessary for theapplication of this resolution.

in the event of use of this delegation by the Board of
Directors, acknowledges that this delegation automaticallyentails, in favor of holders of issued securities giving accessto the share capital of the Company, the waiver byshareholders of their pre-emptive subscription right toshares to which the securities to be issued may confer
entitlement.

Delegation of authority granted to the Board of Directors
to increase the share capital through capitalizationof reserves, profits, premiums or other eligible items,
for a maximum nominal amount of share capital increaseof €164,728,118

2.

4.

decides that the maximum nominal amount of the sharecapital increases that may be carried out under thisresolution is set at €164,728,118, it being specified that (i) tothis ceiling will be added the nominal amount of theadditional shares to be issued in respect of adjustments
made to protect, in accordance with the provisions ofapplicable laws and regulations and if relevant any
contractual provisions that might be applicable, the rights ofholders of securities or other rights giving access to theshare capital, and (ii) this amount will count towards theoverall ceiling for all the share capital increases carried out orthat may ultimately be carried out set in the 17th resolutionof this General Meeting or any resolutions with the same
purpose that may supersede the said resolution while thisdelegation is in force.

2023 Universal Registration Document — Edenred• set all the terms and conditions of the authorizedtransactions, and notably determine the amount andnature of sums (reserves, profits, premiums, etc.) to becapitalized;• determine the number of new shares to be allocated or
the amount by which the par value of existing shares will
be increased;• set the date, even retroactively, from which the newshares will bear rights or the date on which the increase in
the par value will take effect and proceed, if necessary,with all offsetting against the issuance premium(s)including the costs incurred by the implementation ofissuances;• decide, in accordance with the provisions of Article L.2210-50 of the French Commercial Code, that fractionalrights will not be negotiable or transferable and that thecorresponding shares will be sold, with the proceeds fromthe sale being allocated to the rights holders as provided
for by the legal and regulatory provisions;• set, in accordance with applicable law and regulations
and, where applicable, contractual provisions providing forother safeguard conditions, such other terms andconditions as will safeguard, where applicable, the rights
of holders of securities giving access to the share capitalor other rights giving access to the share capital (including
by way of cash adjustments);

General Meeting
Resolutions of the General Meeting• take all necessary measures and conclude all agreements
to ensure the successful completion of the plannedtransactions and generally do whatever is necessary toaccomplish all acts and formalities in order to make thecapital increase(s) that may be carried out under thisdelegation definitive and proceed with the corresponding
amendment of the bylaws; and23

8• more generally, do whatever is necessary for theapplication of this resolution.
4.

sets at 26 months as from this General Meeting the durationof this delegation which cancels, for the remaining period,and supersedes, for the unused portion, the delegation
granted by the Combined General Meeting of May 11, 2022,
in its 21st resolution.

Twenty-third resolutionand (ii) the overall ceiling for all the share capital increases
carried out or that may ultimately be carried out set in the
17th resolution of this General Meeting or any resolutions
with the same purpose that may supersede the said
resolution while this delegation is in force. These limits will
be increased by the par value of the shares to be issued, in
accordance with applicable law and regulations and whereappropriate contractual provisions providing for other casesof adjustment, to safeguard the rights of holders of
securities giving access to the share capital or other rights
giving access to the share capital

Delegation of authority granted to the Board of Directors
to increase the share capital, without pre-emptive
subscription rights, through the issuance of, reserved
for members of a company savings plan, sharesand / or securities giving access, immediately
and / or in the future, to the share capital of the Company,
for a maximum nominal amount of issuance of €9,983,522(i.e., 2% of the share capital)
The General Meeting, voting under the quorum and majority
conditions required for extraordinary general meetings, having
considered the Board of Directors’ report and the Statutory
Auditors’ special report, as part of the provisions of Articles
L.3332-1 et seq. of the French Labor Code (Code du travail) and inaccordance with the provisions of the laws and regulations inforce, in particular Articles L.225-129-2, L.225-129-6, L.225-138-1
and L.228-91 et seq. of the French Commercial Code:
1. delegates to the Board of Directors – with the possibility of
sub-delegating as provided for in the applicable laws andregulations – its authority to decide on the increase of theshare capital, on one or more occasions, in France or abroad,in the proportions and at the times it deems appropriate,
either in euros or any other currency or monetary unit
established by reference to several currencies, with orwithout a premium, for payment or for free, through theissuance, without pre-emptive rights for shareholders, ofshares and/or securities giving access, immediately and/or in
the future, to the share capital of the Company, reserved for
employees and/or corporate officers of the Company and of
French or foreign companies related to it within the meaningof Articles L.225-180 of the French Commercial Code andL.3344-1 of the French Labor Code, provided said employees
and/or corporate officers are members of an Edenredgroup’s company savings plan (or any other plan according towhich a capital increase can be reserved, under equivalentconditions, for its members, pursuant to Articles L.3332-1 etseq. of the French Labor Code or other similar law or
regulation).
2.

authorizes the Board of Directors, as part of the issuances
carried out under this resolution, to allocate free of charge
shares and/or securities giving access to the share capital of
the Company, within the limits provided in Article L.3332-21
of the French Labor Code.

3.

decides that the maximum nominal amount of the issuancesthat may be carried out, immediately and/or in the future,under this resolution is set at €9,983,522 (or the equivalentamount in any other currency or monetary unit establishedby reference to several currencies), i.e., 2% of the Company’s
share capital at the date of this General Meeting, it being
specified that this amount will count towards (i) the overall
ceiling for all the share capital increases without pre-emptive
subscription rights carried out or that may ultimately be
carried out set in the 18th resolution of this General Meetingor any resolutions with the same purpose that may
supersede the said resolution while this delegation is in force

4.

decides that:• as part of Article L.3332-19 of the French Labor Code, theissuance price of the new shares or securities giving
access to the share capital may neither be higher than the
average prices quoted for the Company’s share on
Euronext Paris during the 20 trading days preceding the
day of the decision setting the opening date forsubscriptions nor be lower than this average less the
maximum discount provided for by the legal andregulatory provisions in force on the date of the decision;• the Board of Directors may choose to allocate, free ofcharge, shares and/or securities giving access to theCompany’s share capital to the beneficiaries indicatedabove, in replacement of all or part of the discountreferred to in the above paragraph and/or employer
contribution, it being understood that the benefit
resulting from this allocation may not exceed theapplicable legal or regulatory limits;• the characteristics of the other securities giving access to
the Company’s share capital will be, if applicable,
determined in accordance with the conditions provided
for in the applicable regulations.

5.

decides to cancel, in favor of the said members,
shareholders’ pre-emptive subscription rights to shares
and/or securities to be issued pursuant to this resolution; inaddition, should shares or securities that give access to theshare capital be allocated free of charge to the above
beneficiaries, said shareholders waive all rights to said sharesand securities giving access to the share capital, including
the fraction of reserves, profits or premiums incorporated
into the capital, by reason of the free allocation of securities
made on the basis of this resolution.

6.

grants full powers to the Board of Directors – which may be
sub-delegated as provided for in the legal and regulatory
provisions in force – to use this delegation, and in particular to:• decide on the issuance of shares and/or securities
conferring immediate and/or future access to shares in
the Company and/or other companies;• determine the companies whose employees and/or
corporate officers will have the right to subscribe andreceive, if applicable, any shares or securities giving accessto the share capital allocated free of charge;

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General Meeting
Resolutions of the General Meeting• determine the characteristics of the new shares and/or
securities giving access to the Company’s share capital tobe issued, decide on the issuance amount, set theissuance price and the amount of the premium that may
be requested at the time of issuance or, where applicable,
the amount of the reserves, profits or premiums that may
be incorporated into the capital, the dates (in particular
the opening and closing dates of the subscription), timing,
terms and conditions of exercising rights (particularly thedate, which may be retroactive, from which the newshares will bear rights), terms and conditions ofsubscription, payment, delivery and cum-rights terms of
the shares and/or securities (in particular seniority
conditions); determine the maximum number of newshares and/or securities giving access to the Company’s
share capital to be issued, subject to the limits set in thisresolution;

and/or change of control), and set, in accordance withapplicable law and regulations and where appropriate
contractual provisions providing for other safeguard
conditions, such other terms and conditions as will
safeguard, where applicable, the rights of holders of
securities or other rights giving access to the share capital(including by way of cash adjustments);• in the case of the free allocation of shares or securities
giving access to the share capital, set the type, thenumber of shares or securities giving access to the sharecapital to be issued, as well as their terms and conditions
and characteristics, the number to be allocated to eachbeneficiary, and set the dates, deadlines and terms andconditions of allocation of the shares or securities giving
access to the share capital, within the limits imposed by
the law or regulations in force and, in particular, choose to
replace the allocation of such shares or securities, either
in whole or in part, with the abovementioned discounts
with reference to paragraph 4 of this resolution, deduct
the equivalent value of the shares or securities from thetotal amount of the Company’s contribution, or both;• decide that the subscriptions may, as appropriate, be
carried out in separate tranches;• decide that subscriptions may be made directly by
beneficiaries who are members of an Edenred groupcompany savings plan (or any other plan for members forwhich Articles L.3332-1 et seq. of the French Labor Code or
any similar law or regulation allow to reserve a capitalincrease under equivalent conditions) or, may, as
appropriate, be carried out either directly or through a
corporate mutual fund or other structure or entity
permitted by applicable law or regulations;• set any reduction rules that would apply in the event ofover-subscription;• in the case of an issuance of new shares, charge, if
applicable, against the reserves, profits or sharepremiums, the sums necessary for payment of suchshares;• whether or not to charge the issuance costs of the sharecapital increase(s) against the related premiums anddeduct from the premiums the amount necessary to raise
the legal reserve to 10% of the Company’s new sharecapital after each share capital increase;• set the conditions under which the Company will, if
appropriate, benefit from the right to buy back or tradeon the stock exchange, at any time or during specified
periods, securities giving access to the share capital inorder to cancel them or otherwise, in consideration of theprovisions of the laws and regulations;• set the terms and conditions of membership to thecompany savings plan, and draw up or amend the plan rules;• allow for the exercise of the rights attached to the sharesor securities giving access to the share capital to besuspended, in accordance with the legal and regulatory
provisions;• determine and make all adjustments to take into accountthe impact of transactions on the share capital of theCompany or shareholders’ equity, particularly in the eventof a change in the par value of shares, a share capitalincrease by incorporation of reserves, profits or
premiums, a free allocation of shares, stock splits orreverse stock splits, distribution of dividends, reserves or
premiums or any other assets, amortization of capital or
any other transaction affecting the capital or
shareholders’ equity (including in the event of public offer

24• acknowledge the completion of the share capital increase(s);• amend the Company's bylaws accordingly;• carry out any and all transactions and formalities, directly or
through a duly authorized representative; and• more generally, do whatever is necessary for theapplication of this resolution.
7.

sets at 26 months as from this General Meeting the durationof this delegation which cancels, for the remaining period,and supersedes, for the unused portion, the delegation
granted by the Combined General Meeting of May 11, 2022,
in its 22nd resolution.

Twenty-fourth resolution

Powers to carry out formalities
The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, grants full powers
to the bearer of an original, extract or copy of the minutes of this General Meeting to carry out any and all filing, legal publication,
declarations and other formalities for the purposes of the resolutions above.

386

2023 Universal Registration Document — Edenred

General Meeting
Statutory Auditors’ special reports

8.4

Statutory Auditors’ special reports

8.4.1

Statutory Auditors' special report on related party agreements

8This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report
should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
Annual General Meeting held to approve the financial statements for the year ended December 31, 2023
To the Annual General Meeting of Edenred,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 theperformance of our engagement, as well as the reasonsjustifying why they benefit the Company. We are not required togive our opinion as to whether they are beneficial or appropriate
or to ascertain the existence of other agreements. It is yourresponsibility, in accordance with Article R. 225-31 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. 225-31 of the French Commercial Code
(Code de commerce) of the continuation of the implementation,
during the year ended December 31, 2023, 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.
Agreements submitted for approval to the Annual General Meeting
We hereby inform you that we have not been notified of any
agreements authorized and concluded during the year ended
December 31, 2023 to be submitted to the annual general
meeting for approval in accordance with Article L. 225-38 of theFrench Commercial Code (Code de commerce).
Agreements previously approved by the Annual General Meeting
We hereby inform you that we have not been notified of any
agreements previously approved by the annual general meeting,whose implementation continued during the year ended
December 31, 2023.

Paris-La Défense, March 18, 2024
The Statutory Auditors
French original signed by
DELOITTE & ASSOCIESERNST & YOUNG Audit

Guillaume Crunelle

Pierre Jouanne

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General Meeting
Statutory Auditors’ special reports

8.4.2

Statutory Auditors’ report on the reduction in capitalThis is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report
should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
Combined Shareholders’ Meeting of May 7, 2024 (16th resolution)
To the Shareholders’ Meeting of Edenred,In our capacity as statutory auditors of your Company and inaccordance with the procedures provided for in Article
L. 22‑10‑62 of the French Commercial Code (Code de commerce)in respect of the reduction in capital by the cancellation of
repurchased shares, we hereby present our assessment of theterms and conditions for the proposed reduction in capital.
Your Board of Directors requests that it be authorized, for a periodof twenty-six months, to proceed with the cancellation of shares theCompany was authorized to repurchase, representing an amountnot exceeding 10% of its share capital, by periods of twenty-fourmonths in compliance with the article mentioned above.

We conducted the procedures we deemed necessary inaccordance with the professional guidelines of the French
National Institute of Statutory Auditors (Compagnie nationale descommissaires aux comptes) relating to this engagement. These
procedures consisted in verifying that the terms and conditions
for the proposed reduction in capital, which should notcompromise equality among the shareholders, are fair.
We have no matters to report on the terms and conditions of the
proposed reduction in capital.

Paris-La Défense, March 18, 2024
The Statutory Auditors
French original signed by

388

DELOITTE & ASSOCIESERNST & YOUNG Audit

Guillaume CRUNELLE

Pierre JOUANNE

2023 Universal Registration Document — Edenred

General Meeting
Statutory Auditors’ special reports

8.4.3

8

Statutory Auditors’ report on the issue of shares and/or various marketablesecurities with retention and/or cancellation of preferential subscription rights

This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking readers. This report should be read in conjunction and construed in accordance with French law and professional auditing standards
applicable in France.
Combined Shareholders’ Meeting of May 7, 2024 (17th, 18th, 19th, 20th and 21st resolutions)
To the Shareholders’ Meeting of Edenred,In our capacity as statutory auditors of your Company (the“Company”) and in accordance with the procedures provided forin Articles L. 228-92 and L. 225-135 et seq. as well as Article
L. 22‑10‑52 of the French Commercial Code (Code de Commerce),
we hereby report to you on the proposed delegations to theBoard of Directors for the various issues of shares and/or
marketable securities, transactions on which you are asked tovote.
Your Board of Directors proposes that, having considered its report:• you delegate it the authority, with the option to subdelegate,
for a period of twenty-six months from the date of thisShareholders’ Meeting, to decide on the following
transactions, set the final terms and conditions of these issues
and, if necessary, cancel your preferential subscription rights:• issue, with retention of preferential subscription rights(17th resolution), (i) of ordinary shares of the Company and/or (ii) equity securities of the Company granting, by anymeans, immediate and/or future access to other equity
securities, whether existing and/or to be issued, of theCompany and/or any company in which the Company directly
or indirectly holds more than half of the share capital (a“Subsidiary”) and/or to existing equity securities of any
company in which the Company does not directly or
indirectly hold more than half of the share capital, and/or
granting entitlement to debt securities of the Company, any
Subsidiary and/or any company stipulated above, and/or (iii)
any securities, whether hybrid or not, granting, by anymeans, immediate and/or future access to equity securities
to be issued by the Company and/or any Subsidiary;• issue, with cancellation of preferential subscription rights
through a public offering other than one of thosementioned in 1° of Article L. 411-2 of the French Monetaryand Financial Code (Code Monétaire et Financier)(18th resolution), (i) of ordinary shares of the Company and/or (ii) equity securities of the Company granting, by anymeans, immediate and/or future access to other equity
securities, whether existing and/or to be issued, of theCompany and/or any Subsidiary and/or to existing equity
securities of any company in which the Company does notdirectly or indirectly hold more than half of the sharecapital, and/or granting entitlement to debt securities of
the Company, any Subsidiary and/or any company
stipulated above, and/or (iii) any securities, whether hybrid
or not, granting, by any means, immediate and/or futureaccess to equity securities to be issued by the Company
and/or any Subsidiary, it being specified that such securities
may be issued:– as consideration for the securities which would becontributed to the Company in the context of a public
exchange offer, in France or abroad according to local
rules, of securities under the conditions stipulated in
Article L. 22-10-54 of the French Commercial Code; and/or– following the issue, by a Subsidiary, of securities
granting access to the share capital of the Company
under the conditions of Article L. 228-93 of the French
Commercial Code;• issue, with cancellation of preferential subscription rights
through public offerings aimed exclusively at a restrictedcircle of investors acting on their own behalf or qualified
investors mentioned in 1° of Article L. 411-2 of the French
Monetary and Financial Code (19th resolution), (i) ofordinary shares of the Company and/or (ii) equity securitiesof the Company granting, by any means, immediate and/or
future access to other equity securities, whether existing
and/or to be issued, of the Company and/or any Subsidiary
and/or to existing equity securities of any company in which
the Company does not directly or indirectly hold more thanhalf of the share capital, and/or granting entitlement to
debt securities of the Company, any Subsidiary and/or any
company stipulated above, and/or (iii) any securities,
whether hybrid or not, granting, by any means, immediateor future access to equity securities to be issued by theCompany and/or any Subsidiary, it being specified that suchsecurities may be issued following the issue, by
Subsidiaries, of securities granting access to the sharecapital of the Company;• you delegate it the necessary authority, for a period oftwenty-six months from the date of this Shareholders’Meeting, to issue (i) ordinary shares of the Company and/or(ii) equity securities of the Company granting, by any means,
immediate or future access to other equity securities, whether
existing or to be issued, of the Company and/or granting
entitlement to debt securities of the Company and/or (iii) any
securities, whether hybrid or not, granting, by any means,
immediate and/or future access to equity securities to beissued by the Company, in consideration for contributions-inkind to the Company and comprising equity securities or
securities granting access to share capital of other companies(21st resolution).
According to the 17th resolution, the total par value amount of any
share capital increases which may be performed, immediately and/or in future, may not exceed €164,728,118 pursuant to the 17th,
18th, 19th, 21st, 22nd and 23rd resolutions of this Shareholders’Meeting and the 11th resolution of the Combined Shareholders’Meeting of May 11, 2023, it being specified that the par value
amount of these share capital increases which may be performed,
immediately and/or in future, may not exceed:• according to the 18th resolution, a common limit of€49,917,611 pursuant to the 18th, 19th, 21st and 23rd resolutionsof this Shareholders’ Meeting and the 11th resolution of the
Combined Shareholders’ Meeting of May 11, 2023; and• an individual limit of €24,958,805 pursuant to each of the 18th,
19th and 21st resolutions of this Shareholders’ Meeting.

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8

General Meeting
Statutory Auditors’ special reports

According to the 17th resolution, the total nominal amount of any
debt securities granting access to the Company’s share capital,
which may be issued, may not exceed €1,647,281,180 pursuant to
the 17th, 18th, 19th and 21st resolutions, it being specified that thenominal amount of these debt securities may not exceed€750,000,000 according to the 18th resolution and pursuant to the18th, 19th and 21st resolutions.
These limits take into account the additional number of new
securities to be issued in the context of the implementation of
the delegations stipulated in the 17th, 18th and 19th resolutions,
under the terms and conditions of Article L. 225-135-1 of theFrench Commercial Code, should you adopt the 20th resolution.
It is the responsibility of the Board of Directors to prepare areport in accordance with Articles R. 225-113 et seq. of theFrench Commercial Code. Our role is to express an opinion on
the fair presentation of the quantified information extracted
from the financial statements, on the proposed cancellation ofpreferential subscription rights and on certain other information
concerning these transactions, contained in this report.
We conducted the procedures we deemed necessary inaccordance with the professional guidelines of the French
National Institute of Statutory Auditors (Compagnie nationaledes commissaires aux comptes) relating to this engagement.
These procedures consisted in verifying the content of the Boardof Directors’ report relating to these transactions and themethods used to determine the issue price of the equity
securities to be issued.

Subject to the subsequent review of the terms and conditions of
the issues that may be decided, we have no comments on themethods used to determine the issue price of the equity
securities to be issued, as presented in the Board of Directors’
report, pursuant to the 18th and 19th resolutions.
In addition, as this report does not specify the methods used todetermine the issue price for the equity securities to be issued inconnection with the implementation of the 17th and21st resolutions, we cannot express an opinion on thecomponents used to calculate the issue price.
As the final terms and conditions under which the shares shall be
issued have not been determined, we express no opinion
thereon and, as such, on the proposed cancellation ofpreferential subscription rights on which you are asked to voteunder the 18th and 19th resolutions.
In accordance with Article R. 225-116 of the French Commercial
Code, we will prepare an additional report, if required, should
this delegation be exercised by your Board of Directors, in theevent of issues of marketable securities representing equity
securities granting access to other equity securities or granting
entitlement to debt securities, in the event of issues ofmarketable securities granting access to equity securities to beissued and in the event of issues of ordinary shares withcancellation of preferential subscription rights.

Paris-La Défense, March 18, 2024
The Statutory Auditors
French original signed by390

DELOITTE & ASSOCIESERNST & YOUNG Audit

Guillaume CRUNELLE

Pierre JOUANNE

2023 Universal Registration Document — Edenred

General Meeting
Statutory Auditors’ special reports

8.4.4

8

Statutory Auditors’ report on the issue of shares and/or marketable securities,
reserved for members of a company savings planThis is a translation into English of a report issued in French and if is provided solely for the convenience of English-speaking users. This report
should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
Combined Shareholders’ Meeting of May 7, 2024 (23rd resolution)
To the Shareholders’ Meeting of Edenred,In our capacity as statutory auditors of your Company (the“Company”) and in accordance with the procedures provided forin Articles L. 228-92 and L. 225-135 et seq. of the French
Commercial Code (Code de commerce), we hereby report on the
proposed issue of shares and/or securities giving immediate or
future access to the share capital with cancellation ofpreferential subscription rights reserved for the employees and/or corporate officers of your Company and of French and nonFrench entities affiliated with your Company in accordance with
Article L.225-180 of the French Commercial Code and Article
L.3344-1 of the Labor Code (Code du travail), if such employees
and/or corporate officers are members of an Edenred Groupsavings plan, a transaction on which you are asked to vote.
The total par value amount of any share capital increases which
may be performed, immediately and/or in future, pursuant tothis delegation, may not exceed €9,983,522, it being specified
that this amount will be deducted from (i) the limit for sharecapital increases with cancellation of preferential subscription
rights performed or that may be performed in the future,
determined under the 18th resolution of this Shareholders’Meeting and (ii) the total limit for all share capital increases
performed or that may be performed in the future, determined
under the 17th resolution of this Shareholders’ Meeting.
This issue is submitted for your approval in accordance with Articles
L. 225-129-6 of the French Commercial Code and L. 3332-18 et seq.
of the French Labor Code.
Your Board of Directors proposes that, on the basis of its report, it
be authorized for a period of twenty-six months as of the date ofthis Shareholders’ Meeting to decide on whether to proceed with
an issue and cancel your preferential subscription rights to theshares and marketable securities to be issued. If applicable, it shalldetermine the final terms and conditions of this transaction.

It is the responsibility of the Board of Directors to prepare areport in accordance with Articles R. 225-113 et seq. of theFrench Commercial Code. Our role is to express an opinion on
the fair presentation of the quantified information extracted
from the financial statements, on the proposed cancellation ofpreferential subscription rights and on certain other information
concerning these transactions, contained in this report.
We conducted the procedures we deemed necessary in accordancewith the professional guidelines of the French National Institute of
Statutory Auditors (Compagnie nationale des commissaires aux
comptes) relating to this engagement. These procedures consisted
in verifying the content of the Board of Directors’ report relating tothese transactions and the methods used to determine the issue
price of the equity securities to be issued.
Subject to the subsequent review of the terms and conditions of
the issue that may be decided, we have no comments on themethods used to determine the issue price of the equity securities
to be issued, as presented in the Board of Directors’ report.
As the final terms and conditions under which the securities shallbe issued have not been determined, we express no opinion
thereon and, as such, on the proposed cancellation ofpreferential subscription rights on which you are asked to vote.
In accordance with Article R. 225-116 of the French Commercial
Code, we will prepare an additional report, if required, should
this delegation be exercised by your Board of Directors, in theevent of issues of shares or marketable securities representing
equity securities granting access to other equity securities or in
the event of issues of marketable securities granting access toequity securities to be issued.

Paris-La Défense, March 18, 2024
The Statutory Auditors
French original signed by
DELOITTE & ASSOCIESERNST & YOUNG Audit

Guillaume CRUNELLE

Pierre JOUANNE

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9
Additional information
9.1

Persons responsible for
the Universal Registration
Document and the auditof the accounts
AFR

394
394
394

9.6

Regulatory filings

395

9.7

Universal Registration
Document cross-reference
table

396

9.8

Annual Financial Reportcross-reference table

401

9.9

Management Reportcross-reference table

402

9.1.1
9.1.2

Persons responsible
Statutory Auditors

9.2

Fees paid to the Statutory
Auditors

394

9.3

Information on holdings

394

9.4

Third-party information

394

9.5

Information incorporated
by reference

9.10 Cross-reference table
for the registry office

406

395

9.11 Financial and operational
glossary407

Edenred — 2023 Universal Registration Document

393

9

Additional information
Persons responsible for the Universal Registration Document and the audit of the accounts

9.1

Persons responsible for the Universal Registration
Document and the audit of the accounts AFR

9.1.1

Persons responsible

9.1.1.1

Person responsible for the Universal Registration Document

Bertrand Dumazy,
Chairman and Chief Executive Officer of Edenred.

9.1.1.2

Statement by the person responsible for the Universal Registration Document

I hereby declare that, to the best of my knowledge, the information contained in this Universal Registration Document is in accordancewith the facts and that this Universal Registration Document makes no omission likely to affect its import.
I further declare that, to the best of my knowledge, (i) the financial statements have been prepared in accordance with the applicableaccounting standards and give a true and fair view of the assets and liabilities, financial position and results of Edenred and its
consolidated companies, and (ii) the Management Report (cross-reference table in section 9.9 below) presents a fair view of thebusiness, results and financial position of Edenred and its consolidated companies and provides a description of the main risks anduncertainties to which they are exposed.
Issy-les-Moulineaux, March 22, 2024
Chairman and Chief Executive Officer of Edenred
Bertrand Dumazy

9.1.2

Statutory Auditors(1)Deloitte & AssociésErnst & Young Audit

Guillaume Crunelle

Pierre Jouanne

6, place de la Pyramide 92908 Paris-La Défense Cedex, France

La Défense 1 1-2, place des Saisons 92400 Courbevoie, France

Reappointed for six years at the General Meeting of May 3, 2018

Reappointed for six years at the General Meeting of May 11, 2022

9.2

Fees paid to the Statutory Auditors

The table of fees paid by the Group for 2022 and 2023 is available in section 3.2.6, Note 11.4 "Statutory Auditors' fees".

9.3

Information on holdings

Information relating to the undertakings in which the Company holds a proportion of the capital likely to have a significant effect on theassessment of its own assets and liabilities, financial position or profits and losses is provided in section 3.2.6, Note 12 "List of
consolidated companies at December 31, 2023".

9.4

Third-party information

Not applicable.

(1) Auditex served as alternate Statutory Auditor until the expiry of its term at the close of the General Meeting held on May 11, 2022.

394

2023 Universal Registration Document — Edenred

Additional information
Information incorporated by reference

9.5

9Information incorporated by reference

In accordance with Delegated Regulation (EU) 2019/980 of March 14, 2019, supplementing Regulation (EU) 2017/1129 of the European
Parliament and of the Council, the Universal Registration Documents below incorporate the following information by reference:

2022 Universal Registration Document(1)The 2022 Universal Registration Document was filed on March 30, 2023
with the Autorité des marchés financiers (D.23-0201 registration). It
includes:• the consolidated financial statements and corresponding
Statutory Auditors' report presented on pages 56 to 136 of
Edenred's 2022 Universal Registration Document;• the financial review presented on pages 40 to 53 of Edenred's
2022 Universal Registration Document;• sections of these documents that are not mentioned above
are either not applicable to investors or are covered inanother part of this document.

2021 Universal Registration Document(2)The 2021 Universal Registration Document was filed on
March 30, 2022 with the Autorité des marchés financiers (D.220191 registration). It includes:• the consolidated financial statements and corresponding
Statutory Auditors' report presented on pages 231 to 350 of
Edenred's 2021 Universal Registration Document;

9.6• the financial review presented on pages 35 to 52 of Edenred's
2021 Universal Registration Document;• sections of these documents that are not mentioned above
are either not applicable to investors or are covered inanother part of this document.

Regulatory filings

The following information was published or announced by
Edenred during 2023:• press release dated January 19, 2023: Betterway raises€4 million in funding from Edenred to accelerate thedevelopment of sustainable corporate mobility;• press release dated January 25, 2023: Diane Coliche isappointed Chief Operating Officer of Edenred's Fleet &Mobility Solutions and joins the Group's Executive Committee;• press release dated February 21, 2023: 2022 annual results;• press release dated March 31, 2023: Availability of the 2022
Universal Registration Document;• press release dated April 20, 2023: Acquisition of GOintegro in
Latin America;• press release dated April 20, 2023: First-quarter 2023 revenue;• press release dated May 11, 2023: Edenred's 2022 General
Meeting approves all resolutions;• press release dated May 16, 2023: Edenred accelerates theextension of its Benefits & Engagement solutions in the
Employee Engagement arena by acquiring leading platform
Reward Gateway;• press release dated June 6, 2023: Edenred successfully issues€1.2 billion in dual-tranche bond;• press release dated June 8, 2023: Edenred joins the CAC 40 index;• press release dated June 15, 2023: Edenred joins the Euronext
Tech Leaders initiative dedicated to leading, high-growth techcompanies;• press release dated July 25, 2023: First-half 2023 results;• press release dated September 19, 2023: Edenred joins forces
with PagBem to consolidate its leading position on the freight
payment market in Brazil;• press release dated October 16, 2023: Edenred announces theco‑option of Nathalie Balla to Edenred’s Board of Directors;• press release dated October 19, 2023: Third-quarter 2023
revenue;• press release dated December 19, 2023: Constance Le Bouar
is appointed to Edenred’s Executive Committee;• press release dated February 21, 2024: Investigation opened
against Edenred Italia S.r.l. and certain of its directors and officers;• press release dated February 27, 2024: Edenred accelerates in
eMobility with the acquisition of Spirii, a European SaaS
platform dedicated to EV charging solutions;• press release dated February 27, 2024: Edenred strengthens
its Benefits and Engagement portfolio in Brazil with theacquisition of RB, a best-in-class platform in employeetransport benefits;• press release dated February 27, 2024: 2023 annual results;• press release dated March 8, 2024: Edenred announces thelaunch of a share buyback operation.
Access Edenred's regulatory filings: https://www.edenred.com/
en/investors-shareholders/press-releases.

(1) Access to the 2022 Universal Registration Document: https://www.edenred.com/system/files/documents/2022-2023-edenred_urd_2022_mel.pdf(2) Access to the 2021 Universal Registration Document: http://2021universalregistrationdocument.edenred.com/

Edenred — 2023 Universal Registration Document

395

9

Additional information
Universal Registration Document cross-reference table

9.7

Universal Registration Document cross-reference table

The table below provides cross references between the information required under Annex 1 (with referral to Annex 2) of Commission
Delegated Regulation (EU) 2019/980 of March 14, 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of theCouncil, and repealing Commission Regulation (EC) no. 809/2004, and the relevant sections and pages in this Universal Registration Document.
No.
1

Persons responsible

1.1

Persons responsible for the information in the Universal
Registration Document

Section(s)Page(s)9.1 Persons responsible
394

1.2

Declaration by those responsible for the document

9.1 Persons responsible

1.3

Statement or report attributed to a person as an expert

3.1 – 3.3 – 5.7 – 8.4 Auditors' reports

1.4

Third-party information and statement by experts
and declarations of any interests

9.4 Third-party information

1.5

Statement by the issuer

9.1 Persons responsible

394

2

Statutory Auditors
394

394
64 / 136 /
262 / 387
394

2.1

Name and address of the issuer's auditors

9.1.2 Statutory Auditors

2.2

Names of auditors who resigned, were removed
or were not re‑appointed during the period covered

N/A

3

Risk factors

4 Risk factors and management

171

4

Information about the Company
346

4.1

Legal and commercial name

7.1 The Company

4.2

Place of registration, registration number
and Legal Entity Identifier (LEI)

7.1 The Company

4.3

Date of incorporation and the length of life

7.1 The Company

4.4

Domicile and legal form of the issuer, legislation under which
the issuer operates, country of incorporation, address
and telephone number of its registered office and website

7.1 The Company

5

Business overview

5.1

Principal activities

346
346

346
Introduction: Edenred, a leading digital
services and payments platform for people
at work
1.1 A global player operating
in promising markets

4 / 205.1.1

Description of the nature of the issuer's operations
and its principal activities

1.3 A global player operating
in promising markets

29

5.1.2

Significant new products and/or services that have been introduced 1.4 Strategy and 2024 outlook

33

5.2

Principal markets

1.3 A global player operating
in promising markets

5.3

Important events in the development of the issuer's business1.5 Significant events in 2023
3.2.6 Note 3 "Significant events" and Note
2 "Acquisitions, development projects
and disposals"

37 / 78 / 79

12 / 33

5.4

Strategy and objectives

Introduction: A sustainable and profitable
growth strategy
1.4 Strategy and 2024 outlook

5.5

Extent of dependence on patents or licenses, industrial,commercial or financial contracts or new manufacturing processes

1.8 Intellectual property

The basis for statements made by the issuer regarding
its competitive position

1.3 A global player operating
in promising markets

5.6

396

Key information

2023 Universal Registration Document — Edenred

29

43
29

Additional information
Universal Registration Document cross-reference tableNo.

Key information

Section(s)5.7Investments

1.4.1.4 A unique and flexible
digital platform

5.7.1

Description of the issuer's material investments for each financial
year for the period covered by the historical financial information

3.2.4 Consolidated statement of cash flows

5.7.2

Description of any material investments that are in progress

1.4.1.4 A unique and flexible
digital platform

Information relating to the joint ventures and undertakings in which 3.2.6 Note 5.4 "Investments
the issuer holds a proportion of the capital likely to have ain equity‑accounted companies"
significant effect on the assessment of its own assets and liabilities,
financial position or profits and losses

5.7.4

Description of any environmental issues that may affect the issuer's
utilization of tangible fixed assets

6

Organizational structure

6.1

Description of the Group and the issuer's position within the Group

List of significant subsidiaries

Page(s)
34
71

5.7.3

6.2

34

94

N/A

1.3 A global player operating
in promising markets

29

2. 2.1 Description of the business55

3.2.6 Note 12 "List of consolidated
companies at December 31, 2023"

130

9.3 Information on holdings394

3.2.6 Note 12 "List of consolidated
companies at December 31, 2023"

130

7Operating and financial review

7.1

Review of the development and performance of the issuer's
business and of its position for each year and interim period
for which historical financial information is required

2.1 Consolidated results

7.1.1

Analysis of the development and performanceof the issuer's business1 Presentation of the Group9

2 Financial review

45

7.1.2

Issuer's likely future development and activities in the fieldof research and development

N/A

7.2

Operating results

2.1.2 Analysis of consolidated
financial results

7.2.1

Significant factors, including unusual or infrequent eventsor new developments, materially affecting the issuer's income
from operations

2.1.2 Analysis of consolidated
financial results

7.2.2

Material changes in net sales or revenues and reasonsfor such changes

2.1.2 Analysis of consolidated
financial results
3.2.6 Note 4.2 "Total revenue"

46

47

47

8

Capital resources

8.1

Information concerning the issuer's capital resources(both short and long term)

2.1.4 Liquidity and financial resources

8.2

Sources and amounts of the issuer's cash flows

2.1.4 Liquidity and financial resources

8.3

Information on the borrowing requirements and funding
structure of the issuer

2.1.4 Liquidity and financial resources

8.4

Information regarding any restrictions on the useof capital resources

2.1.4 Liquidity and financial resources

8.5

Information regarding the anticipated sources of funds

2.1.4 Liquidity and financial resources

9947 / 83

51
51
51
51
51

Regulatory environment
Description of the regulatory environment that the issuer operates
in and that may materially affect its business, together withinformation regarding any governmental, economic, fiscal,monetary or political policies or factors that have materiallyaffected, or could materially affect, directly or indirectly,
the issuer's operations

1.6 Regulatory environment

40

Edenred — 2023 Universal Registration Document

397

9

Additional information
Universal Registration Document cross-reference tableNo.

Key information

10

Trend information

10.1

Most significant recent trends in production, sales and inventory,
and costs and selling prices since the end of the last financial year
to the date of the Universal Registration Document

Section(s)1.4 Strategy and 2024 outlook
3.2.6 Note 13 "Subsequent events"

Any significant change in the financial performance of the Groupsince the end of the last financial period for which financial
information has been published to the date of the Universal
Registration Document, or an appropriate negative statement

3 / 135

10.2

Any known trends, uncertainties, demands, commitments or events
that are reasonably likely to have a material effect on the issuer's
prospects for at least the current financial year

3.2.6 Note 13 "Subsequent events"

11

Profit forecasts or estimates

1.4 Strategy and 2024 outlook

12

Administrative, management and supervisory bodies and senior management

12.1

Information about the activities of the following persons,statement that they have not been convicted of any fraudulent
offenses and corporate offices:• members of the administrative, management or supervisory
bodies; and• any senior manager who is relevant to establishingthat the issuer has the appropriate expertise and experience
for the management of the issuer's business6.1.1.1 Presentation of the Boardof Directors
6.1.1.2 Absence of conflicts of interest
and convictions, and service contracts

Administrative, management and supervisory bodies and senior
management conflicts of interest

6.1.1.2 Absence of conflicts of interest
and convictions, and service contracts

Any arrangement or understanding with major shareholders,customers, suppliers or others, pursuant to which any personreferred to in item 12.1 was selected as a memberof the administrative, management or supervisory bodies
or as a member of senior management

6.1.1.1 Presentation of the Boardof Directors

12.2

Page(s)13533271, 292
292

271

Details of any restrictions agreed by the persons referred to in item N/A
12.1 on the disposal within a certain period of time of their holdingsin the issuer's securities

398

13

Remuneration and benefits of the persons referred to in item 14.1

13.1

Amount of remuneration paid and benefits in kind grantedby the issuer and its subsidiaries

6.2 Corporate officers' compensation

13.2

Total amounts set aside or accrued by the issuer or its subsidiaries
to provide pension, retirement or similar benefits

6.2 Corporate officers' compensation

14

Board practices

14.1

Date of expiration of the current term of office of the membersof the administrative, management or supervisory bodies

6.1.1.1 Presentation of the Boardof Directors

271

14.2

Information about members of the administrative, management
or supervisory bodies' service contracts

6.1.1.2 Absence of conflicts of interest
and convictions, and service contracts

292

14.3

Information about the issuer's Audit Committee and Remuneration
Committee

6.1.1.12 Committees of the Boardof Directors

302

14.4

Statement as to whether or not the issuer complies
with the applicable corporate governance regime(s)6.1 Corporate governance

14.5

Potential material impacts on the corporate governance, including
future changes in the Board and committees composition(in so far as this has been already decided)

6.1 Corporate governance2023 Universal Registration Document — Edenred

315
315

269

269

Additional information
Universal Registration Document cross-reference tableNo.

Key information

15

Employees

15.1

Number of employees at the end of the period or the averagefor each financial year for the period covered by the historicalfinancial information and breakdown of persons employed

5.2.1 Key figures

15.2

Shareholdings and stock options

7.2.2 Employees' interestsin Edenred's capital

15.3

Section(s)With respect to each person referred to in item 12.1, information
as to their share ownership and any options over such sharesin the issuer

6.1.1.1 Presentation of the Boardof Directors

Arrangements for involving the employees in the capitalof the issuer

7.2.2 Employees' interestsin Edenred's capitalPage(s)

349

271
349

16

Major shareholders

16.1

Name of any person other than a member of the administrative,
management or supervisory bodies who, directly or indirectly,
has an interest in the issuer's capital or voting rights
which is notifiable under the issuer's national law

7.2.1 Ownership of sharesand voting rights

16.2

Different voting rights

7.2.1 Ownership of sharesand voting rights

16.3

Statement of whether the issuer is directly or indirectly owned
or controlled and description of the measures in place to ensurethat such control is not abused

N/A

16.4

Arrangements which may result in a change in control of the issuer

7.2.1 Ownership of sharesand voting rights

347

347
347

16.5

Public offer made during the current or previous financial year

6.3.1.7 Public offer for the Company's
shares initiated by a third party during
the current or previous financial year
and items that could have an impact
in the event of a public tender offer

338

16.6

Shareholders' pacts

7.2.1 Shareholders' agreement(s)on the securities making up
the Company's capital

348

17

Related-party transactions

18

Financial information concerning the issuer's assets and liabilities, financial position and profits and losses

18.1

Historical financial information

2.1.9 Main related-party transactions
3.2.6 Note 11.2 "Related-party
transactions"

60 ; 128

3.2 Consolidated financial statements
and notes

69

18.1.1 Audited historical financial information covering the latest threefinancial years and audit report in respect of each year

3.1 Statutory Auditors' reporton the consolidated financial statements

64

18.1.2 Change of accounting reference date

N/A

18.1.3 Accounting standards

3.2.6 Note 1.4 "Basis of preparationof the consolidated financial statements"

75

18.1.4 Change of accounting framework

N/A

18.1.5 National accounting standards

3.4.3 Note 1 "Summary of accounting policies"

145

18.1.6 Consolidated financial statements

3.2 Consolidated financial statements
and notes

69

3.4 Parent company financial statements
and notes

140

3.2.6 Note 1.4 "Basis of preparationof the financial statements"

75

18.1.7 Age of financial information
18.2

Interim and other financial information

9

N/A

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9

Additional information
Universal Registration Document cross-reference tableNo.

Key information

Section(s)18.3

Auditing of historical annual financial information

3.1 Statutory Auditors' reporton the consolidated financial statements

64

18.3.1 Statement that the historical financial information has been audited 3.1 Statutory Auditors' reporton the consolidated financial statements

64

18.3.2 Other information in the Universal Registration Document
which has been audited by the auditors

3.3 Statutory Auditors' reporton the financial statements

Page(s)136

18.3.3 Where financial information in the Universal Registration Document N/A
is not extracted from the issuer's audited financial statements,
statement of the source of the informationand that the information is unaudited
18.4

400

Pro forma financial information

N/A

18.5

Dividend policy

7.3 Dividends

354

18.6

Legal and arbitration proceedings

4.2 Legal and arbitration proceedings

183

18.7

Significant change in the issuer's financial position
since the end of the last financial period

2.2.12 Subsequent events

19

Additional information

19.1

Share capital60
7.1 The Company

346

19.1.1 Amount of issued capital, total authorized share capital, numberof shares issued, par value per share, and reconciliationof the number of shares outstanding at the beginningand end of the year

7.1 The Company
6.3.4 Changes in share capital

19.1.2 Shares not representing capital

6.3.3 Shares not representing capital339

19.1.3 Number, book value and face value of shares in the issuer heldby the issuer itself or by subsidiaries of the issuer

7.2.1 Ownership of sharesand voting rights

347

19.1.4 Convertible securities, exchangeable securities or securities
with warrants

6.3.2 Securities giving accessto the share capital339

19.1.5 Information about and terms of any acquisition rights and/or
obligations over authorized but unissued capital or an undertaking
to increase the capital

N/A

19.1.6 Information about any capital of any member of the Group
which is under option or agreed to be put under option

N/A

19.1.7 History of share capital for the period covered by the historicalfinancial information

6.3.4 Changes in share capital

19.2

6.1.1 Board of Directors

270

19.2.1 Corporate objects and purposes

7.1 The Company

346

19.2.2 Rights, preferences and restrictions attached to each classof existing shares

6.3.1 Description of the Company's shares

19.2.3 Description of any provision of the issuer's articles of association,
statutes, charter or bylaws that would have an effect of delaying,deferring or preventing a change in control of the issuer

N/A

20

Material contracts

2.1.6 Material contracts

54

21

Documents available

7.5 Investor relations and documents
available to the public

357

Memorandum and articles of association

2023 Universal Registration Document — Edenred

346
340

340

335

Additional information
Annual Financial Report cross-reference table

9.8

9Annual Financial Report cross-reference table

The Universal Registration Document contains all of the information required to be included in the Annual Financial Report governed by
Article L.451-1-2 of the French Monetary and Financial Code, in accordance with Article 222-3 of the AMF's General Regulations. To makethis information easier to find, the following cross-reference table lists it by main topic.
No.

Key information

Page(s)1

Parent company financial statements

1402

Consolidated financial statements

69

3Management Report (within the meaning of the French Monetary and Financial Code)

55

3.1

Information provided in compliance with Articles L.225-100-1 and L.22-10-35 of the French Commercial CodeBusiness analysis

26

Earnings analysis

69

Balance sheet analysis

69

Key financial and non-financial performance indicators

3.2

16 / 17

Information on financial risks related to the impacts of climate change and presentation of associatedmeasures248

Main risks and uncertainties

171

Main characteristics of internal control and risk management procedures relating to the preparation andprocessing of financial and accounting information

185

Information provided in compliance with Article L.225-211 of the French Commercial CodeShare buyback351

4Statement by the persons responsible for the Annual Financial Report5

Statutory Auditors' reports on the parent company and consolidated financial statements

394
64 / 136

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9

Additional information
Management Report cross-reference table

9.9Management Report cross-reference table

The following cross-reference table identifies the information that must be included in the Management Report, pursuant to the French
Commercial Code applicable to French companies with Boards of Directors.

402

No.

Key information

1

Group's position and activity

1.1

Position of the Company over the past financial year
and objective and exhaustive analysis presenting a fair viewof the business, results and financial position of the Company
and the Group, particularly its debt, in terms of the size and thecomplexity of the business

2.1 Consolidated results

1.2

Key financial performance indicators

2.1 Consolidated results

1.3

Key non-financial performance indicators relating
to the Company's and the Group's specific activity, including
information on environmental and employee matters

5.5 Monitoring key performance indicators

1.4

Subsequent events

2.1.12 Subsequent events

1.5

Identity of the main shareholders, holders of voting rights
at general meetings, and any changes that took place during
the past financial year

7.2.1 Ownership of shares and voting rights

1.6

Existing branches

N/A

1.7

Material acquisitions of equity interests in companies
headquartered in France

2.2.8 Relations with subsidiaries
3.4.3 Note 25 "Main subsidiaries
and affiliates"

1.8

Disposals of cross-shareholdings

N/A

1.9

Foreseeable development of the Company and the Groupand outlook

1.4 Strategy and 2024 outlook

1.10

Research and development activities

2.1.11 Research and development activities

60

1.11

Five-year financial summary

3.4.3 Note 26 "Five-year financial summary"

169

1.12

Information on supplier and client payments

2.3.3 2023 results

55

1.13

Amount of inter-company loans granted and Statutory
Auditor's report

N/A

2

Internal control and risk management procedures

2.1

Description of the main risks and uncertainties
to which the Company is exposed

2.1.8 Main risks and uncertainties

2.2

Information on the financial risks related to the impacts of climatechange and presentation of the measures the Company
is taking to reduce these by deploying a low-carbon strategy
in all the components of its business5.3.1 Main risks and opportunities

2.3

Main characteristics of internal control and risk management
procedures deployed by the Company and by the Grouprelating to the preparation and processing of financial
and accounting information

4.4.2 Summary description of internal
control procedures

2.4

Indications of objectives and policy regarding each main
4.1.1 Financial risks
category using hedge accounting, and the exposure to risks
relating to prices, credit, liquidity and cash flow (use of financial
instruments by the Company)

2.5

Anticorruption processes

5.4.1 Developing ethical and responsible
activities and partnerships
4.1.2 Legal and arbitration procedings

2.6

Oversight arrangements and report on theireffective implementation

4.4 Interal control and risk
management procedure

2023 Universal Registration Document — Edenred

Section(s)Page(s)

46
46

248
60

347

58 / 162

33

54

197

185

174

176 / 232
185

Additional information
Management Report cross-reference tableNo.

Key information

3

Report on corporate governance

3.1

Corporate officers' compensation policy

Section(s)9Page(s)INFORMATION ON COMPENSATION
6.2.1 Corporate officers' compensation
policy (ex ante vote)

315

3.2

Compensation and benefits of any kind paid or awarded during
the period to each corporate officer

6.2.2 Information referred to in Article
L.22-10-9 (I.) of the French Commercial
Code relating to all compensation paid
during, or awarded for, the 2023 financial
year to corporate officers in respect of theirduties (global ex post vote)

322

3.3

Split between fixed and variable compensation

6.2.2 Information referred to in Article
L.22-10-9 (I.) of the French Commercial
Code relating to all compensation paid
during, or awarded for, the 2023 financial
year to corporate officers in respect of theirduties (global ex post vote)

322

3.4

Use of the possibility of requesting the returnof variable compensation

N/A

3.5

Commitments of any kind entered into by the Company
for the benefit of the corporate officers, corresponding
to items of compensation or benefits due, or likely to be due
upon appointment to a new position, termination/removalfrom office, or subsequently

6.2.2 Information referred to in Article
L.22-10-9 (I.) of the French Commercial
Code relating to all compensation paid
during, or awarded for, the 2023 financial
year to corporate officers in respect of theirduties (global ex post vote)

3.6

Compensation paid or awarded by an entity includedin the consolidation scope as definedin Article L.233-16 of the French Commercial Code

N/A

3.7

Ratios of the compensation and benefits paid to eachcorporate officer to the mean and median compensationof the Company's employees

6.2.2 Information referred to in Article
L.22-10-9 (I.) of the French Commercial
Code relating to all compensation paid
during, or awarded for, the 2023 financial
year to corporate officers in respect of theirduties (global ex post vote)

322

3.8

Annual changes in compensation, Company performance,
mean and median compensation of the Company's employees
and the abovementioned ratios over the last five years

6.2.2 Information referred to in Article
L.22-10-9 (I.) of the French Commercial
Code relating to all compensation paid
during, or awarded for, the 2023 financial
year to corporate officers in respect of theirduties (global ex post vote)

322

3.9

Explanation of how total compensation complies
with the Group's approved compensation policy, including
how it contributes to long-term performance and how
the performance criteria have been applied

6.2.2 Information referred to in Article
L.22-10-9 (I.) of the French Commercial
Code relating to all compensation paid
during, or awarded for, the 2023 financial
year to corporate officers in respect of theirduties (global ex post vote)

322

3.10

How the vote at the most recent General Meeting was taken
into account, in accordance with section I of Article L.22‑10-34of the French Commercial Code

6.2.2 Information referred to in Article
L.22‑10-9 (I.) of the French Commercial
Code relating to all compensation paid
during, or awarded for, the 2023 financial
year to corporate officers in respect of theirduties (global ex post vote)

322

3.11

Deviation from the procedure for implementing
the compensation policy and any exceptions

N/A

3.12

Application of the provisions of the second paragraphof Article L.225-45 of the French Commercial Code(suspension of payment of compensation to directors in theevent that the composition of the Board fails to comply
with diversity criteria)

N/A

3.13

Options awarded to and retained by corporate officers

N/A

3.14

Free shares awarded to and retained by corporate officers

6.2.4 Additional information relating
to corporate officers' compensation(not subject to a shareholder vote)

322

333

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9

Additional information
Management Report cross-reference tableNo.

Key information

Section(s)Page(s)INFORMATION ABOUT GOVERNANCE

404

3.15

List of all the directorships and positions held by eachof the corporate officers during the year

6.1.1.1 Presentation of the Boardof Directors

3.16

Agreements between a corporate officer or major shareholder
with a subsidiary of the Company

6.1.1.11 Related-party agreements

3.17

Summary table of authorizations to issue new shares grantedby shareholders to the Board of Directors

6.1.5.3 Summary table of authorizations
and delegations in force grantedby the General Meeting and their utilizationin 2023 and early 2024 (until
February 28, 2024)

313

3.18

Executive Management organization

6.1.2 Executive Management

309

3.19

Composition, conditions, preparation and organizationof the work of the Board of Directors

6.1.1.1 Presentation of the Boardof Directors

271

3.20

Application of the principle of gender balance on the Boardof Directors

6.1.1.1 Presentation of the Boardof Directors

271

3.21

Any restrictions that the Board places on the powers of the
Chief Executive Officer

6.1.2.3 Restrictions on the powersof the Chief Executive Officer

310

3.22

Reference to a corporate governance code and applicationof the "comply or explain" principle

6.1 Corporate governance

3.23

Conditions and procedures for participatingin General Meetings

6.1.5 General Meetings

301

269
312

3.24

Procedure for assessing agreements in force – Implementation

6.1.1.11 Related-party agreements

3.25

Information likely to have an impact in the event of a publictender offer or exchange offer:• structure of the Company's share capital;• limitations in the bylaws on the exercise of voting rights
and transfer of shares or clauses in agreements brought tothe attention of the Company in application of Article L. 233-11of the French Commercial Code;• direct or indirect equity interests in the Company of which
it is aware, pursuant to articles L. 233-7 and L. 233-12 of theFrench Commercial Code;• list of holders of any securities carrying special control rights
and a description of these rights – control mechanisms
provided for in any employee share ownership system whenthe employee does not exercise the control rights;• agreements between shareholders of which the Company
is aware that could give rise to restrictions on the transferof shares and the exercise of voting rights;• rules for appointing and replacing members of the Boardof Directors and amending the Company's bylaws;• powers of the Board of Directors, in particular as regards
share issuance and buybacks;• agreements entered into by the Company that wouldchange or terminate in the event of a change of controlof the Company, except where this disclosure, other thanin the case of legal disclosure requirements, would seriously
harm its interests;• agreements providing for the payment of compensation
for loss of office or other termination benefits to membersof the Board of Directors or to employees if they standdown, resign, are removed from office or terminated otherthan for gross misconduct or if their employment ends due
to a public tender offer or exchange offer.

6.3.1.7 Public offer for the Company's
shares initiated by a third party during
the current or previous financial year
and items that could have an impact
in the event of a public tender offer

3.26

For French joint-stock companies with a Supervisory Board:
Observations of the Supervisory Board on the reportof the Executive Board and on the financial statements
for the period.

N/A2023 Universal Registration Document — Edenred

271

301

338

Additional information
Management Report cross-reference tableNo.

Key information

Section(s)Page(s)4

Capital and ownership structure

4.1

Structure, changes in the Company's capitaland disclosure thresholds

7.2.1 Ownership of shares and voting rights

4.2

Purchase and sale by the Company of its own shares

7.2.3 Buyback and sale by Edenredof its own shares

351

4.3

Employee share ownership on the last day of the reporting
period (proportion of capital)

7.2.2 Employees' interestsin Edenred's capital

349

4.4

Any adjustments for securities giving access to the share capitalor stock options in the event of purchases/sales of treasury
shares or financial transactions

N/A

4.5

Disclosures concerning transactions in the Company's sharesby managers and related persons

7.4.2 Corporate officers' and executives'
dealings in the Company's shares

356

4.6

Dividends paid over the previous three years

7.3.1 Dividends paid over the past threefinancial years

354

Introduction: A model for creating
responsible, sustainable and profitable value

105

Non-financial performance statement

5.1

Business model

9

347

5.2

Description of the principal risks associated with the Company
or Group's activities, including where relevant andproportionate, the risks associated with its business
relationships, its products or services

5.1.3 Key risks and opportunities
5.1.2.1 Double materiality assessment

5.3

Information on the manner in which the Company takes into
account the social, societal and environmental impact
of its operations, and the impacts thereof with regard
to the respect for human rights and the fight against
corruption (description of the policies applied and due
diligence work performed to prevent, identify and mitigate
the main risks relating to the Company or Group'sbusiness activity)

5.1.3 Key risks and opportunities
5.2.1.3 Labor and human rights
5.4.1 Developing ethical and responsible
activities and partnerships
4.1.2.5 Risks related to corruption, money
laundering and/or terrorist financing schemes

5.4

Outcome of policies applied by the Company, including key
performance indicators

5.5 Monitoring key performance indicators
5.2.1.5 Key figures

5.5

Social information (employment, organization of work, healthand safety, labor relations, training, gender equality)

5.2 Improve quality of life

5.6

Environmental information (general environmental policy,
pollution, circular economy, climate change)

5.3 Preserve the environment

5.7

Societal information (societal commitments to sustainable
development, subcontracting and suppliers, fair trade)

5.4 Create value responsibly

5.8

Information related to the fight against corruption

5.4.1.1 Business ethics

232

5.9

Information on initiatives to promote human rights

5.2.1.3 Labor and human rights

204

5.10

Specific disclosures:

195 / 197

197 / 212 / 232
/ 178
248
204
221
232

• the Company's policy for mitigating the riskof technological accidents;

5.2.1.3 Labor and human rights• the Company's ability to cover its civil liability for property
and persons arising from the operation of its facilities;

5.2.1.3 Labor and human rights• resources provided by the Company for compensating
victims in the event of a technological accident for which
it may be liable.

5.2.1.3 Labor and human rights

212
212

212

5.11

Collective agreements signed by the Company and their impact 5.2.1.3 Labor and human rights
on its economic performance and employee working conditions

212

5.12

Certification of the independent third party concerning
the information presented in the non-financial
performance statement262

6

Other information

6.1

Additional tax-related information

3.2.6 Note 10.3 "Claims, litigation and risk"

125

6.2

Injunctions or fines for anticompetitive practices

3.2.6 Note 10.3 "Claims, litigation
and risk"

125

5.9 CSR independent third-party
entity report

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9

Additional information
Cross-reference table for the registry office9.10 Cross-reference table for the registry officePursuant to Article L.232-23 of the French Commercial Code, the following cross-reference table lists the information included in the2023 Universal Registration Document by topic.
Key information requiredPage(s)Financial statements

406

Parent company financial statements

140

Statutory Auditors' report on the parent company financial statements

136

Consolidated financial statements

69

Statutory Auditors' report on the consolidated financial statements

64Management Report

55

Proposed appropriation of profit

373

2023 Universal Registration Document — Edenred

Additional information
Financial and operational glossary

99.11 Financial and operational glossary
Acceptance network

Earnings before interest and taxes (EBIT)

The network of partner merchants that accepts the Group’s
solutions as payment instruments.

This aggregate is the “Operating profit before other income andexpenses”, which corresponds to total revenue (operating
revenue and other revenue) less operating expenses,
depreciation, amortization (mainly intangible assets, internallygenerated or acquired assets) and non-operating impairment. It
is used as the benchmark for determining compensation at theGroup level, especially for executives, as it reflects the economic
performance of the business. EBIT excludes the net profit fromequity-accounted companies and excludes the other income andexpenses recognized in "Operating profit including share of net
profit from equity-accounted companies". EBIT is presented in
section 3.2.6, Note 4.5 "EBIT".

There are three types of acceptance networks for the Group’s
card-based products:• closed loop: the card is issued by a partner merchant under its
own brand (e.g., Carrefour, Walmart or Starbucks) and is only
accepted in its outlets;• filtered loop: the card is issued only under the issuer’s brandand is redeemable in a certain number of sales outlets,
selected by the issuer who designed the preloaded service(meal card, food card, fuel card, gift card, etc.); and• open loop: solutions (e.g., gift cards, prepaid cards and payroll
cards) that are cobranded by the acceptance network and theissuer. They are accepted anywhere.

Business volume
Business volume comprises total issue volume of Benefits &Engagement, Incentive & Rewards solutions, Public Social
Programs and Corporate Payment Services, plus the transaction
volume of Mobility and other solutions.

Company and public institution commission
Commission billed to Edenred’s clients (companies, non-profitsand public institutions), comprising a variable component
calculated as a percentage of business volume.

Consolidated statement of cash flows
The consolidated statement of cash flows is presented on thesame basis as the management reporting schedules usedinternally to manage the business. It shows cash flows fromoperating, investing and financing activities.
Cash flows from operating activities include:• funds from operations before other income and expenses (FFO);

Earnings per share (EPS)
Consolidated net profit, Group share, divided by the weighted
average number of shares outstanding.

EBITDAThis aggregate corresponds to total revenue (operating revenue
and other revenue) less operating expenses (excluding
depreciation, amortization and impairment). It is used as thebenchmark for determining compensation at the Group level,
especially for executives, as it reflects the economic performanceof the business.

Employee user
The person who uses the benefit or service received from his or
her employer or from a public institution.

Environmental, social and governance (ESG)
Environmental, social and governance are the three main areas
assessed by SRI analysts. A positive assessment of these criteria
provides a guarantee of quality and illustrates the company's
capacity for sustainable development.

• cash received and paid in relation to other income and expenses;

Equity• changes in working capital;

Shareholders' ownership interest in a company, corresponding toshare capital, additional paid-in capital and retained earnings.
Equal to total assets minus total liabilities.

• changes in restricted cash.
Cash flows from investing activities include:• recurring expenditure to maintain in a good state of repair or
to replace operating assets held at January 1 of each year andrequired for normal operations;• development expenditure, including the fixed assets andworking capital of newly consolidated subsidiaries andadditions to fixed assets of existing subsidiaries;• proceeds from disposals of assets.
• Cash flows from financing activities include:

Face value
Amount marked on the payment voucher, or the amount loaded
on a digital solution.

Float
A portion of the operating working capital requirement
corresponding to the preloading of funds by corporate clients.

• changes in equity;

Free cash flow

• changes in debt and borrowings;

Free cash flow corresponds to cash generated by operating
activities less investments in intangible assets and property, plantand equipment. It is presented in section 2.1.4 "Liquidity andfinancial resources".

• dividend payments;• purchases/sales of treasury shares;• acquisition of non-controlling interests.

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9

Additional information
Financial and operational glossary

Free float

Operating revenue

Shares of a listed company that are available to the investing
public for trading. The larger the free float, the greater theliquidity of the shares. More than 99% of Edenred's capital is in
free float.

Operating revenue corresponds to revenue from (i) the voucher
business managed by Edenred and (ii) value-added services suchas incentive programs, human services and event-related
services. It corresponds to the amount billed to the corporateclient and is recognized on delivery of the solutions.

Funds from operations before other income
and expenses (FFO)
Funds from operations before other income and expenses (FFO)
corresponds to EBITDA less net financial expense, income tax
paid, non-cash revenue and expenses included in EBITDA,
provision movements included in net financial expense, income
tax expense and non-recurring taxes. This management ratio isdiscussed in section 2.1.4 "Liquidity and financial resources".

IFRS
International Financial Reporting Standards developed by theInternational Accounting Standards Board (IASB) for use by listed
and investor-owned companies to harmonize the presentationand improve the clarity of their financial statements. They firstcame into effect on January 1, 2005.

Issue volume
Total face value of the funds preloaded on all of the payment
solutions issued by Edenred to its corporate and public sector clients.

Like-for-like
Like-for-like growth corresponds to organic growth, that is, atconstant scope of consolidation and exchange rates. This
indicator reflects the Group’s business performance.
Like-for-like (or organic) growth represents the difference
between the amount for the current period and the amount forthe comparative period, before the currency effect and theimpact of acquisitions and/or disposals. Like-for-like data
temporarily excludes Venezuela, due to the country’s high levelof inflation.
The impact of acquisitions is eliminated from the amount reported
for the current period and changes in activity are calculated inrelation to this adjusted amount for the current period.
The impact of disposals is eliminated from the amount reported
for the comparative period and changes in activity are calculated
in relation to this adjusted amount for the comparative period.
The changes in activity thus calculated are translated at theexchange rate applicable in the comparative period and divided
by the adjusted amount for the comparative period.

Market capitalization
The market value of a company at any given time, calculated bymultiplying its current share price by the total number of shares
outstanding.

Net profit, Group share
Net profit attributable to owners of the parent. The Company's
profit or loss calculated as the sum of operating profit before
non-recurring items, other operating income and expenses, costof net debt, other financial income and expenses, share of net
profit from equity-accounted companies, and net profit fromdiscontinued operations or operations in the process of being
sold, less corporate income tax and minority interests.

Operating EBIT
This aggregate corresponds to EBIT less other revenue.

408

2023 Universal Registration Document — Edenred

Organic growth
Organic growth corresponds to like-for-like growth, that is, atconstant scope of consolidation and exchange rates. This
indicator reflects the Group’s business performance.
Organic (or like-for-like) growth represents the difference
between the amount for the current period and the amount forthe comparative period, before the currency effect and theimpact of acquisitions and/or disposals.
The impact of acquisitions is eliminated from the amountreported for the current period. The impact of disposals is
eliminated from the amount reported for the comparative
period. The sum of these two amounts is known as the impact ofchanges in the scope of consolidation or the scope effect.
The calculation of changes in activity is translated at theexchange rate applicable in the comparative period and divided
by the adjusted amount for the comparative period.
The currency effect is the difference between the amount for thereported period translated at the exchange rate for the reported
period and the amount for the reported period translated at theexchange rate applicable in the comparative period.

Other income and expenses
See section 3.2.6, Note 10.1 "Other income and expenses".

Other revenue
Other revenue is the interest generated by investing cash overthe period between:• the issuance date and the reimbursement date for prepaid
vouchers; and• the top-up date and the date the credit is used for prepaid cards.
Other revenue represents income from operations and iscombined with operating revenue to determine total revenue.

Partner merchant commission
Commissions paid by Edenred partner merchants are generally
based on the vouchers’ face value. When the vouchers arepresented for reimbursement, Edenred pays to the merchant theface value less the amount of its commission.

Partner merchant
A business or merchant that accepts the issuer’s transactional
solutions as payment. The partnership is based on a contractual
relationship between the issuer and the merchant.

Penetration rate
The ratio between the number of employee users of atransactional solution and the eligible working population, as
defined by local legislation in Benefits & Engagement.

Socially responsible investment (SRI)
In addition to the usual financial criteria, socially responsible
investment takes into account environmental, social and governance(ESG) criteria in its analysis and investment selection processes.

Additional information
Financial and operational glossary

Take-up rate

Transaction volume

The ratio of operating revenue generated by issue volume tototal issue volume, in the Benefits & Engagement business.

Transaction volume represents the total value of thetransactions paid for with payment instruments, at the time of
the transaction.

Total revenue
Total revenue for the Group includes:• operating revenue generated directly by services; and• other revenue.
Operating revenue corresponds to:• operating revenue generated by prepaid vouchers managed
by Edenred; and• revenue from value-added services such as incentive
programs, human services and event-related services. It
corresponds to the amount billed to the corporate client andis recognized on delivery of the solutions.
Other revenue is the interest generated by investing cash overthe period between:• the issuance date and the reimbursement date for prepaid
vouchers; and9Working capital requirement
The net balance of operating uses of funds and operating
sources of funds. It is presented in section 3.2.6, Note 4.6"Change in working capital and funds to be redeemed". It is
structurally negative for prepaid solutions, as Edenred receives
funds from corporate clients before having to reimburse its
partner merchants. Certain non-prepaid solutions also generate anegative working capital requirement.

• the top-up date and the date the credit is used for prepaid
cards.
Other revenue is combined with operating revenue to determine
total revenue.

Edenred — 2023 Universal Registration Document

409

Design and production
Contact: fr_content_and_design@pwc.com
Photo credits: Getty Images, Thomas Cecchelani (Les Echos), Edenred, Laurent Attias, Fabien Bernardi, JMLIOTEnrich connections.
For good.

European Company
Share capital: €499,176,118
Registered office: 14-16 boulevard Garibaldi
92130 Issy-les-Moulineaux - France
Registered on the Nanterre tradeand Companies Register
under n° 493.322.978 R.C.S Nanterre
The logos and other trademarks mentioned
and featured in this document are registeredtrademarks of Edenred S.E., it subsidiaries
or third parties. They may not be used forcommercial purposes without prior writtenconsent from their owners.