Contents'$

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1

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1.1
1.2
1.3
1.4

38
39
40
44

2
3

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  "$ Foreword
4.1
Wendel Group
4.2
ESG performance of controlled portfolio companies
4.3
Issues specific to Wendel SE
4.4
European Green Taxonomy
4.5
Duty of care plans
4.6
Cross-reference table and reporting methodology
4.7
Report of one of the Statutory Auditors, appointed
as independent third party

175
175
201
249
267
275
285

 $# #(" 

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5.1
5.2
5.3
5.4

292
298
300
305

5
6

2.1
2.2

Corporate history
Business
Investment Model: Strategy and objectives
Portfolio companies

Governing and supervisory bodies
Compensation of corporate officers

 

3.1
3.2
3.3

150
157
160

Analysis of the consolidated financial statements
Analysis of the parent company financial statements
Net Asset Value (NAV)
Simplified organization chart as of December 31, 2022

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6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
6.12

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



7.1
7.2
7.3
7.4
7.5

390
392
393
394
410

8

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8.1
8.2
8.3
8.4

416
419
423


62
110

"#$ "#Risk factors
Litigation, insurance, and regulatory environment
Risk management and internal control systems

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9

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308
310
311
312
313
314
315
347
366
371
373
382

9.1
9.2
9.3

9.5

10

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

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9.4

287

Balance sheet as ofDecember 31, 2022
Income statement
Cash flow statement
Notes to the parent company financial statements
Statutory auditors’ report on the financial statements

Statutory Auditors’ reports
Additional reports
Observations of the Supervisory Board for
the Shareholders’ Meeting
Report of the Executive Board on the resolutions
submitted to the Shareholders’ Meetingof June 15, 2023
Draft resolutions


442
451
459
460
464

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10.1
10.2
10.3

476
476

10.4
10.5
10.6
10.7
10.8
10.9

Contracts
Transactions with related parties
Significant changes in financial conditionor business status
Expenses referred to in Articles 39-4 and 223 quaterof the French Tax CodeSuppliers & customers
Persons responsible for the Universal Registration
Document and the audit of the financial statements
Cross-reference tables
Glossary
Index by topic

476
477
477
478
480
486
488

2022 Universal
Registration
Document
This Universal Registration Document contains the entire contentsof the annual financial report and the non-financial performance statement.

ProﬁleThe Wendel Group is a professional shareholder and investor
that fosters sector-leading companies in their long-term
development.
Committed to a long-term relationship, Wendel helps design
and implement ambitious and innovative development
VWUDWHJLHVWKDWFUHDWHVLJQLÀFDQWYDOXHRYHUWLPH
This label recognizes the most transparent documents andinformation materials according to the criteria of the classement
annuel de la Transparence (annual Transparency ranking)(www.labrador-transparency.com).

The French language version of the Universal Registration Document was ﬁled on April 14, 2023 with the Autorité des Marchés Financiers (AMF),
as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.
The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading ona regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document.
The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.
This is a translation into English of the Universal Registration Document of the Company issued in French and it is available on the Wendel’s website.
This is a free translation into English for information purposes only. Only the original French version can be used to support abovementioned
transactions.
 - 2022 Universal Registration Document

1

MISSION

Our mission

Engaging withentrepreneurial
teams to build
sustainable leading
companies

2  - 2022 Universal Registration Document

MISSION

Wendel is one of Europe’s leading listed investment firms.
We specialize in long-term equity investments and as a majority
or leading minority investor.
With a focused portfolio and permanent capital, we havethe means to work with management teams to implement
our strategy as a committed investor over the long term.
With more than three centuries of experience, and a founding family
that continues to play a key role as the controlling shareholder,
Wendel consistently carries the values that have forged its success:Engagement, Excellence and Entrepreneurial spirit.
With their wide-ranging expertise, our teams in Europe and North
America provide active and attentive support to the companies
we accompany. The Group's objective is to build sustainable leading
companies in promising sectors, as it has done with Capgemini,
Legrand, bioMérieux, Stallergenes, Editis, Deutsch Group andAllied Universal, for example.

 - 2022 Universal Registration Document

3

VALU ESOur values

Three centuries of experience
have forged solid values ofEngagement, Excellence andEntrepreneurial spirit at Wendel.
The industrial and humansuccesses that have marked its
history attest to these qualities.
Today, the Group’s teams arecommitted to being ambassadorsof this heritage.

4  - 2022 Universal Registration Document

VALU ESEngagement—
Engagement means first and foremost having
a strong sense of responsibility towards
the companies, shareholders, teams and otherstakeholders of Wendel. Wendel's emphasison building for the long term makes the Groupa special investor. We bring to our investments
our expertise, support for acquisitions andinvestments, and a consistent focus on innovationand ESG. Wendel also pays particular attention
to developing the employability of its employees.

Excellence—
Wendel has been in existence for over
300 years. This longevity is the result of a cultureof excellence, built on relationships of trust,always in compliance with high standards.
Wendel strives to achieve this excellence bothin its operational and financial discipline
and in its analysis of its investment activity.

Entrepreneurial
spirit—For Wendel, entrepreneurial spirit is both amindset and a behavior that combines courage,
reasoned audacity and responsibility. It is also
a desire to be useful to employees, companies
and communities.

 - 2022 Universal Registration Document

5

OV ERVIEW OF WENDEL

Overview of Wendel
Financial credit ratings
as of December 31, 2022
Standard & Poor’s

319

years of history

45

More thanyears
of investment experience897Long-term: BBB with a stable outlook
Short-term: A-2
Since January 25, 2019

Moody’s
Long-term: Baa2 with a stable outlook
Since September 5, 2018

employees

major portfolio companies

Non-financial ratings
SAM S&P Global

Consolidated net sales€8.7 billion+15.9%
total growth, including 10.7%
organic growth year-on-year

Inclusion for the third consecutive
year in the Dow Jones Sustainability Index(DJSI) with a score of 72/100.
Only French Diversified Financials company
ranked in the DJSI’s Europe and World indices.

MSCI
AA rating, ranked amongindustry leaders.

CDP (Carbon Disclosure Project)

Gross assets
Nearly€9 billion

Net Asset Value (NAV)€167.9Rated B for the “Climate ChangeManagement” program.

Sustainalytics
Classed as Negligible Risk, among
the Top 50 ESG performers in 2022.
No. 1 among its peers of the same
market capitalization level.

Moody’s

per share

Score of 58/100.
Ranked 5th in its sector.

Market capitalizationGAïA Rating

Nearly€4 billion

Score of 81/100.

Grands Prix de la Transparence
Grand Prix 2021, all categories.

Ordinary dividend

€3.20
(1)

per share up 6.7%

6  - 2022 Universal Registration Document

See all ratings for Wendel
and its portfolio companies, p.27

OV ERVIEW OF WENDEL

Investments

Sectorial diversification (2)Controlled companies
40% Business services

ACAMS
Bureau Veritas
Constantia Flexibles
Crisis Prevention Institute
Stahl

24% Construction, building and materials
14% Packaging
14% Telecom services
6% Chemicals
1% Training
1% Venture capital—
Non-controlled companies

IHS Towers
Tarkett

Economic exposure
by end market (3)—18% Consumer goods

Growth investments

12% Automotive and transportation

Wendel Growth

11% Energy
10% New construction
9% Renovation
8% Telecoms and infrastructure
8% Government, administrationand education

Offices

6% Healthcare

Paris
New York
Luxembourg

4% Industry
15% Other

Geographical exposure
by end market (3)28% North America
26% Asia-Pacific
17% Rest of Europe
9% Africa and other
9% France
7% Latin America
2% Eastern Europe
1% Russia and Ukraine

Wendel is listed on Eurolist by Euronext Paris.
(1) Subject to approval by the Shareholders’ Meeting of June 15, 2023.
(2) Breakdown of the sum of the sales of portfolio companies and Wendel Growth's commitments.
(3) Enterprise value exposure of Group companies, according to the breakdown of 2022 sales. Enterprise values are based on NAV calculations as of December 31, 2022.
Companies included are: Bureau Veritas, Constantia Flexibles, Crisis Prevention Institute, ACAMS, Stahl, IHS Towers, and Tarkett.

 - 2022 Universal Registration Document7

20 2 2 H I G H L I G HTS

2022
Highlights

March 11, 2022—
ACAMS joins Wendel's portfolio
Wendel announces the acquisitionof ACAMS (Association of Certified
Anti-Money Laundering Specialists),
the world's largest membershiporganization dedicated to fighting
financial crime. Wendel invested$338 million in equity for a c. 98%
interest in the company. By the very
nature of ACAMS’ business, thisinvestment fits well with the Wendel
Group’s ESG values.

March 22, 2022—
Wendel launches its endowment fund,
Wendel Cares
Through Wendel Cares, Wendel aims
to give fresh impetus to its philanthropic
activities by bringing all its patronage
initiatives under one roof and extending
their scope to other themes that are
in line with the challenges facing
our society today.

8  - 2022 Universal Registration Document

January 6, 2022—
Acquisition of PreScienceby Bureau Veritas
Bureau Veritas continued its growthin the Transport Infrastructure market
with the acquisition of PreScience,a US-based leader of project andconstruction management services
for Transportation Infrastructure
projects. This acquisition reinforces
Bureau Veritas' positioning in thebuilding and infrastructure sector
in North America.

June 20, 2022—
A new head office for Wendel
Wendel sells its building on rue Taitbout
to move to 4 rue Paul-Cézanne.
This new headquarters provides
Wendel's teams with a morecollaborative workspace that meetsthe latest environmental standards.

20 2 2 H I G H L I G HTSJanuary 13, 2022—
Wendel steps up the development ofWendel Growth (formerly Wendel Lab)
Jérôme Michiels, Executive
Vice-President of Wendel, is named
to head up the development of Wendel
Growth and in February 2022,
Antoine Iszak joins the Wendel
Growth investment team as Headof Growth Equity.

January 21, 2022—
Completion of the sale of Cromology
Wendel completes the saleof Cromology, which was acquiredin 2006, to DuluxGroup, a subsidiaryof Nippon Paint Holdings Co, Ltd,
generating net proceeds of €896 millionor €358 million above Cromology’svaluation in Wendel’s NAV published
before the transaction announcement,i.e., as of June 30, 2021.

February 24, 2022—
Bureau Veritas announces
its succession plan and the arrivalof Hinda Gharbi
Bureau Veritas announces the arrivalof Hinda Gharbi as Chief Operating
Officer as of May 1, 2022, then Deputy
CEO on January 1, 2023. She will
be appointed as Chief Executive
Officer at the end of the 2023
Annual General Meeting.

August 11, 2022—
Constantia Flexibles acquires
FFP Packaging Solutions
This acquisition of a leading playerfor sustainable, flexible packaging
in the consumer market earns
Constantia Flexibles its first consumer
products plant in the United Kingdom.
This is an important step in the extensionof its portfolio and is perfectly alignedwith its Vision 2025 growth strategy.

December 2, 2022—
Appointment of Laurent Mignon,
Group CEO of Wendel
Laurent Mignon succeeds
André François-Poncet as Wendel’sGroup CEO. Wendel’s Executive Board
is now composed of Laurent Mignon
and David Darmon, Group Deputy CEO
and member of the Executive Board
since 2019.

December 2022—
ESG performance of Wendel
and its companies recognized
Wendel's ESG efforts were recognizedby the DJSI and the CDP, with a 72/100
score and a B rating, respectively.
Bureau Veritas, Constantia Flexibles
and Stahl also all maintained or improved
their ratings compared to 2021.
Wendel and Bureau Veritas standout in the 2021 ranking for womenin SBF 120 governing bodies.

 - 2022 Universal Registration Document

9

EDITORIAL“Wendel is writing a newchapter in its history, with
an ambitious investment
strategy that creates value
for all its shareholders.”
Nicolas ver Hulst,
Chairman of the Supervisory Board

10  - 2022 Universal Registration Document

EDITORIAL

Message from the Chairman of the Supervisory Board
Nicolas ver Hulst
2022 was a good year for all Wendel Group
companies, with remarkable performances bothin terms of earnings growth and profitability,
which continued to rise despite the steep increases
in energy and raw materials costs.
2022 was also an important year for Wendel in termsof portfolio rotation. Cromology was sold under
excellent conditions thanks to the significant
restructuring work carried out in 2018, anda new company, ACAMS, joined the Group.
Net Asset Value (NAV) per share stands at €167.9
and, in line with our shareholder return policy,
we will propose a dividend of €3.20 per shareto the Shareholders’ Meeting, which represents
an increase of 6.7% on last year.
In terms of Wendel’s governance, 2022 was shapedby significant changes. At Supervisory Board level,
Jacqueline Tammenoms Bakker did not wish to seek
the renewal of her term of office, after two four-year
terms. We would like to extend our thanks for her
contribution to the work of the Board and for theoutstanding way in which she has chaired ourGovernance and Sustainability Committee.
As the Committee Chairwoman, she has playeda major role in redefining compensation methods,
finding the best successor for André François-Poncet,
and selecting new Board members. William Torchiana
will take over as the Chairman of the Committee.
We are also pleased to welcome Fabienne Lecorvaisierto the Supervisory Board. The first woman to havebeen Chief Financial Officer of a CAC 40 company,
she brings with her a wealth of experience in financeand ESG.
One of the most important decisions of theSupervisory Board is, of course, the choice of theGroup CEO (Chairman of the Executive Board):
Laurent Mignon joined us on December 2, 2022.

His successful track record in all the institutions
that he has managed (most recently BPCE and Natixis)
makes him one of the most experienced and respected
executives in the market. With a richly uniquebackground, the experience that he brings to Wendel
combines managerial qualities and strategic visionin the financial sector.
Laurent Mignon will be able to count on the supportof David Darmon and the talent of Wendel’s teamsin leading the necessary dialogue between the
Supervisory Board and the Executive Board in aconstructive and productive manner.
He succeeds André François-Poncet, whom I would
like to thank for all his work during his time as Group
CEO. Under his leadership, Wendel has undergone
profound change, and is now on a solid footing going
forward, with an optimized portfolio, a highly robust
financial structure, and recognized ESG performance.
It’s on this strong foundation that Wendel is writinga new chapter in its history, with an ambitious
investment strategy that creates value for all its
shareholders. This strategy also includes thedevelopment of a new third-party asset managementbusiness, leveraging Wendel’s proven track record
and the expertise of its teams. The Supervisory Board
has given its full support to the Executive Board to
implement the strategy, for which the roadmap will
be defined in the coming months.
Lastly, another symbolic and somewhat nostalgicchange is underway at Wendel, with the recent movefrom our headquarters on rue Taitbout. Following
the sale – under excellent conditions – of the former
headquarters building, Wendel is now basedin more functional premises that meet the highest
environmental standards, on rue Paul-Cézanne in
the eighth arrondissement of Paris. The move comesat a time when Laurent Mignon is breathing new life
into Wendel, and will be a boost for the teams as wemove into the new stage of our development.

April 13, 2023 - 2022 Universal Registration Document

11

EDITORIAL

Message from the Group CEO
Laurent Mignon
In an environment disrupted by the convergenceof economic, social, public health, ecologicaland geostrategic crises, Wendel's portfolio
performed remarkably well in 2022.
The hard work carried out to support our portfolio
companies enabled them to post very good
performances in 2022. Despite a context marked
by cost inflation and the rapid rise in interest rates
resulting in a sharp decline in the financial markets,
they have all successfully pursued their profitable
growth trajectories, which testifies to the qualityof these companies and their management, as wellas their attractiveness to their clients.
The performance of CPI, as well as that ofConstantia Flexibles, a world leader in flexible
packaging, confirm Wendel's ability to invest incompetitive companies. We continue to support
these companies in their development, as we did
recently with Stahl and the acquisition of Industrial
Solutions Group (ISG).
The year 2022 was also marked by the
deployment of our "Growth" investment strategy.
The Wendel Lab, renamed "Wendel Growth",
has been structured and strengthened to makedirect investments in start-ups. Three investments
in promising companies have already beenannounced since the beginning of 2023.
We have continued and will continue to makestrong commitments for Wendel and its
companies in order to build the sustainable
leaders of tomorrow. Wendel is now includedin ESG benchmark indices DJSI World and
DJSI Europe, a testament to the many efforts
it has made in this area.

April 13, 2023

12  - 2022 Universal Registration Document

On the strength of this performance, Wendel
is now in an excellent position to embark on a newphase of its development based on new strategic
directions that will create value for all its
shareholders. This new ambition will enable theGroup to accelerate its investment strategy withthe aim of investing around €2 billion within thenext two years, to strengthen its role as an active
shareholder with value creation as its compass.
It will also drive the Group’s development of a new
third-party asset management business, whichis the natural extension of our business as along-term investor. With the creation of thisbusiness, we will generate a new source of income
and expand our investment capabilities, leveraging
our talented team and reinforcing it according
to our needs. Our objective is to offer an average
Total Shareholder Return of more than 10% for
Wendel shareholders. This is an ambitious strategy,
and we will be working to define the roadmap
in the coming months.
On a more personal note, I would like to thankthe Supervisory Board for its trust. It was withgreat pride that I joined Wendel in December 2022.
During my term of office, in close cooperation
with the Supervisory Board and my fellow
Executive Board member, David Darmon,
I will strive to pursue an ambitious development
strategy and to increase the Company's
Net Asset Value while respecting Wendel's history
and long-standing values, which are highly
distinctive strengths in the investment world.

EDITORIAL"Wendel is now in an
excellent position toembark on a new phaseof its development.”
Laurent Mignon
Group CEO - 2022 Universal Registration Document

13

H I STO RY

History

1815

1880

A new dimension

The age of steel

François de Wendel
enters public life

The Thomas process gives birth
to the Lorraine steel industry

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

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

—

—

1704

1859

The saga begins

MF on the stock market

Jean-Martin Wendel acquires
the Hayange steel works

Marine-Firminy goes public—

Between 1704 and 1870,
Jean-Martin Wendel and his
successors leverage several
important innovations of theIndustrial Revolution: iron smeltedwith coke, widespread use of blast
furnaces and rolling mills, thedevelopment of railways, etc.

14  - 2022 Universal Registration Document—

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

H I STO RY

2002—

New momentum
Diversification into
new business sectors

1948—

The post-war period
The focus is on rebuilding
the country

Merger of Marine-Wendel andits subsidiary CGIP. The entity takes
the name Wendel Investissement,
renamed Wendel in 2007.
The industry approach and thefocus on long-term corporate
development help give Wendel
a strong, clearly-identified image.

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

1977—

The era of change

The 2010s
and 2020s—

Diversification begins amida deepening economic recession

Services, industry and finance

The Group is reorganized.
Its non-steel assets are brought
together in a new entity:
Compagnie Générale d’Industrieet de Participations (CGIP).

Wendel's transformationin the new environment
For more than three centuries, the Grouphas been supported by the Wendel family,
its reference shareholder. The Group
continues to diversify and invest
in companies strongly focusedon international development.
Bold investment choices notably
allowed for the creation of global
leaders specialized in different sectors
such as Deutsch Group, Legrand,
Allied Universal, Bureau Veritas or Stahl.

 - 2022 Universal Registration Document

15

GOVERN ANCE

GovernanceSupervisory Board
The Supervisory Board is composed of 12 members, including
6 members of the Wendel Family and 2 employee representatives.
Terms are 4 years. 40% (1) of members are women. At 40% (2),the percentage of independent members on the Board exceeds
the Afep-Medef Code requirement of 33.3%.

Gervais Pellissier
63 years old—
Vice-Chairman of the Supervisory Board,
Lead Member of the Supervisory Board,
Chairman of the Audit, Risks
and Compliance Committee,
Member of the Governanceand Sustainability Committee

FrancaBertagnin Benetton
54 years old—
Member of the Audit, Risks
and Compliance Committee

Nicolas ver Hulst
69 years old—
Chairman of the Supervisory Board

Bénédicte Coste
65 years old—
Member of the Governanceand Sustainability Committee

Independent member

Independent member

Harper Mates

François de Mitry

Priscilla de Moustier

40 years old—
Employee representative

57 years old—
Member of the Audit, Risks
and Compliance Committee

70 years old—
Member of the Governanceand Sustainability Committee

The composition of the Supervisory Board is as of December 31, 2022.
(1) Percentage excluding members who are employee representatives: including these members, the percentage increases to 50%.
(2) Percentage excluding members who are employee representatives.

16  - 2022 Universal Registration Document

GOVERN ANCE40%

women (excluding members
representing employees)

Jacqueline
Tammenoms Bakker
69 years old—
Chairwoman of the Governanceand Sustainability Committee,
Member of the Audit, Risks
and Compliance Committee

Sophie Tomasi Parise
44 years old—
Member of the Governanceand Sustainability Committee,
Employee representative40%

independent members(excluding members
representing employees)

59 years

Independent member
Term of office expires at theJune 15, 2023 Shareholders' Meetingaverage age

5.1 yearsof seniority, on average

5 nationalities
American, French, Italian,
Luxembourgian, DutchThomas de Villeneuve

Humbert de Wendel

50 years old—
Member of the Governanceand Sustainability Committee

66 years old—
Member of the Audit, Risks
and Compliance Committee

IN 2022—8

scheduledmeetings

100%

attendance rate2

ad hocWilliam D. Torchiana

Fabienne Lecorvaisiermeetings

64 years old—
Member of the Audit, Risks
and Compliance Committee,
Member of the Governanceand Sustainability Committee

60 years old—
Appointment submitted
to the Shareholders’ Meetingof June 15, 2023

87.5%

Independent member

attendance rate

Independent member - 2022 Universal Registration Document

17

GOVERN ANCE

Governance
Executive Board
The Executive Board, appointed by the Supervisory Board for a four-year term,
comprises two members: Laurent Mignon, Group CEO, and David Darmon,
Member of the Executive Board and Group Deputy CEO.
The Executive Board makes decisions regarding the Group’s activities,
including defining and implementing the investment strategy, financial situationand internal organization. It meets at least every two weeks.
It is assisted by five committees: the Management Committee, which handles
day-to-day operational management, and the Investment and Development
Committee, which studies and recommends investment projects, selected basedon analyses by the investment team and which monitors the portfolio companies.
Based on recommendations from the Investment and Development Committee
and relevant teams, the Executive Board makes decisions, which are presented
to the Supervisory Board. A specific committee, dedicated to Wendel Growth's
investments, whether direct or via funds, examines plans to acquire and divest
assets and makes recommendations.
There is also a Coordination Committee, which ensures that informationis shared between teams at Wendel’s various locations, and an ESG Steering
Committee is in charge of tracking the ESG performance of Wendel and its
portfolio companies.

18  - 2022 Universal Registration Document

GOVERN ANCE

CareerLaurent
MignonA graduate of HEC
and the Stanford Executive
Program, Laurent Mignon
has been Group CEO
since December 2, 2022.
He was previously with
the BPCE Group, Chairmanof the Executive Board
since May 2018 after serving
as Chief Executive Officerof Natixis since April 2009.
Before that, he worked
for Banque Indosuez,
Banque Schroders andAGF (Assurances Générales
de France), where he was
Chief Executive Officer,
and was a Managing Partner
at Oddo & Cie.

Mandate of the Executive Board

April 7, 2021 - April 6, 2025

David
DarmonDavid Darmon is a
graduate of Essec andholds an MBA from Insead.
He joined the Group
in 2005, after working
at Apax Partners andGoldman Sachs, andbecame a Memberof the Executive Board
on September 9, 2019.
David has led many
investments for the Group
and, in 2013, created
Wendel’s New York office.

 - 2022 Universal Registration Document

19

GOVERN ANCE

Governance
Investment andDevelopment Committee
Composed of the Executive Board, the two Executive
Vice-Presidents and two Managing Directors – the CEOof Wendel Luxembourg being Secretary and permanent
participant – the Investment and Development Committee
meets periodically to work on selecting and developing theGroup’s investments. It examines plans to acquire and divest
assets and Wendel’s investment policy in order to formulate
recommendations to the decision-making bodies.

Jérôme Michiels
48 years old—
Executive Vice-President,
Chief Financial Officer,
Director of Wendel Growth
16 years of seniority

Laurent Mignon

David Darmon

59 years old—Group CEO49 years old—
Member of the Executive Board,Group Deputy CEO

since December 2, 2022

17 years of seniority

Félicie
Thion de la Chaume
43 years old—
Executive Vice-President,
Managing Director

Adam Reinmann
47 years old—
Managing Director,
CEO of Wendel North America
9 years of seniority

15 years of seniority

AS OF
D E C E M B E R 31 ,2 0 2 2 (1)—47.6 years

average age

Harper Mates

Claude de Raismes

40 years old—
Managing Director

39 years old—
CEO of Wendel Luxembourg,
Secretary of the Investment
and Development Committee

7 years of seniority

14 years of seniority

10.6 years
average seniority

33.3%

women

(1) The calculation does not take into account Claude de Raismes, Secretary of the Investment and Development Committee.

20  - 2022 Universal Registration Document

GOVERN ANCE

GovernanceManagement Committee
Every week, the Management Committee brings together
the members of the Executive Board, the two Executive
Vice-Presidents, the Director of Sustainable Development
and Communications, the General Counsel, the Tax Director,
the Director of Human Resources and General Resources
and the Deputy Chief Financial Officer. It makes day-to-day
decisions regarding the Group's organization and operations,calling on other people concerned when necessary.

Jérôme Michiels
48 years old—
Executive Vice-President,
Chief Financial Officer,
Director of Wendel Growth
16 years of seniority

Laurent Mignon

David Darmon

59 years old—Group CEO49 years old—
Member of the Executive Board,Group Deputy CEO

since December 2, 2022

17 years of seniority

Félicie
Thion de la Chaume

Caroline
Bertin Delacour

Christine
Anglade Pirzadeh

43 years old—
Executive Vice-President,
Managing Director

59 years old—General Counsel,
Group Chief Compliance Officer

15 years of seniority

13 years of seniority

51 years old—
Director of Sustainable
Development and Communication,
Executive Board Advisor
11 years of seniority

AS OF
D E C E M B E R 31 ,2022—

52.5 years
average age

Alexina PortalBenoît Drillaud

Peter Meredith

53 years old—
Director of Human Resourcesand General Resources

48 years old—
Deputy CFO

63 years old—
Tax Director

18 years of seniority

10 years of seniority

11.4 years
average seniority

3 years of seniority

44.4%
women

 - 2022 Universal Registration Document

21

BUSINESS MODEL AS OF DECEMBER 31, 2022

MissionValuesResources

Engaging with entrepreneurial
teams to build sustainable leading
companies

Engagement
Excellence
Entrepreneurial spirit

Permanent capital
1.1%

39.6%

GovernanceSupervisory Board (1)Executive Board

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

2 members appointed
by the Supervisory Board
for a 4-year term

40% independent members (2)Committees

40% women (3)Management Committee

Audit, Risks andCompliance Committee
Governance andSustainability Committee

Employee shareholding

Family shareholdingof the share capital heldby Wendel-Participations SE
and related parties (5)(reference family
shareholder)of the capital held by morethan one hundred current
and former employeesof the Group

2.2%
TreasurysharesInvestment andDevelopment Committee
Wendel Growth Committee

35.5%

Coordination Committee

21.6%

ESG Steering Committee

Individual investorsof share capital heldby more than 30,315
individuals

Institutional
investors
in over 30 countries

ESG strategy
Building sustainable
companies

Empowering excellenceand engagement

Wendel as an investor

Wendel as a company

100% of controlled companies
have formalized an ESG roadmap

16.9% of the total compensationof Wendel's Executive Board
linked to ESG performance

100% of the CEOs of controlled
companies (4) have a portionof their compensation linked tothe achievement of ESG objectives
55% of the portfolio's emissions
come from companies with pathways
approved by the Science Based Targets
initiative

90% of employees trainedin ESG in 2022
96% of employees trainedin business ethics
40% women
in management positions

Bond investors
accounting for c. €1.4 billion of bonds

Human capital
89
employees located in Paris,
Luxembourg and New York82%
of employee shareholders

Total workforce gender split-17.2% in carbon intensity in relation
to consolidated sales (Scopes 1, 2
and 3) compared to 2021

Sponsorships

40.5%

59.5%

Men

Women

The Wendel Cares endowment fund has continued its commitments in the fields
of culture and education, with the Centre Pompidou-Metz and Insead, andexpanded its scope with three new pillars: equal opportunity and professional
integration, medical research and health, and environmental protection(1) The composition of the Supervisory Board is as of December 31, 2022.
(2) Percentage excluding members representing employees. Beyond the requirements of the Afep-Medef Code.
(3) Percentage excluding members representing employees: including these members, the percentage rises to 50%. Beyond legal requirements and those of the Afep-Medef Code.
(4) Present throughout the year.
(5) In accordance with Article L. 233-10 of the French Commercial Code (Code de commerce), the data include Wendel-Participations SE, its Chairwoman, Priscilla de Moustier, and Société Privéed’Investissement Mobiliers (SPIM).

22  - 2022 Universal Registration Document

BUSINESS MODEL AS OF DECEMBER 31, 2022

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

Controlled companies

Value created withand for stakeholders
Measurement of value creation
Nearly €9 billion of gross assets—

Nearly €4 billion in market capitalization

ACAMS

Net Asset Value (NAV) of €167.9/share as of December 31, 2022,
down 9.2% (6) in 2022.

Anti-money launderingand financial crime training
and certification services
Since 2022

Bureau Veritas
Conformity assessment
and certification services
Since 1995

Overall yield (dividends re-invested) of 8.7%
per annum since June 13, 2002 (7)Payment of a stable dividend at €3.20/share, up 6.7%,
proposed to the Shareholders’ Meeting on June 15, 2023
More than €6 million distributed to around 20 associations since 2010—

Constantia Flexibles
Flexible packaging
Since 2015

Crisis Prevention Institute
Training services
Since 2019

Stahl
Specialty coatings and surface
treatments for flexible materials
Since 2006

Non-controlled companies

Support for companies and value sharing
Active and ongoing assistance, sharing of risks and experience,and pooling of financial and technical expertise
Representation on the companies’ Boards of Directors and key Committees
Value sharing at the time of exit with the teams of portfolio companies,
whenever possible—

Shareholder dialogue—

Institutional investors: 280 meetings

IHS Towers

Wendel’s Shareholder Advisory Committee: 3 meetings

Telecom infrastructure
Since 2013

Letter to shareholders: 2 editions

Tarkett

Independent lead director

Flooring and sports
surface solutions
Since 2021—

Governance roadshows—

Employee development and value sharing

Wendel Growth

95.5% of employees (8) trained over the year

Growth investments
Since 2013

Profit-sharing agreement, Group employee savings plan,collective pension fund—

88% of employees were awarded
stock options and/or performance shares

Other

Reimbursement of nursery expenses

Cash, treasury shares, etc.

Supplemental insurance, contingency benefits(6) Adjusted for the €3 dividend per share paid in June 2022, NAV is down 9.2% over the year. In reported fi gures, NAV is down 10.8%.
(7) The overall yield is as of December 31, 2022.
(8) Present as of December 31, 2022.

 - 2022 Universal Registration Document

23

ORIENTATIONSSTRATEG I C D I RECTISTRATÉGIQUESONSNew strategic directions—
Invest €2 billion
within two years—
Strengthen our roleas an active shareholder—
Create an asset
management for third
parties business line—
Create value
and maintaina TSR above 10%

On March 16, 2023, Wendel's Executive Board
presented its new strategic directions.

Implementation of an active
portfolio management andinvestment policy with anintention to invest c.€2 billionof equity within two years,
while optimizing Wendel'sfinancial flexibility∙ The unit amount of equity
investments is expected to be
between €300 million and€600 million, in Western Europe
and North America;

Reinforcement of our roleas an active shareholder
to create value in the portfolio∙ Investment in unlistedcompanies with priority given
to majority stakes;∙ Active involvement with the
Bureau Veritas Management teamto accelerate value creation;

Ambition to develop
an asset management businessfor third parties∙ leveraging the capabilities
of Wendel's investment platform
and investing in new talent;

New financial policy featuring∙ a dividend set at around 2%of Net Asset Value, on average,
while having a minimum objectiveof annual stability; and∙ the optimization of Wendel'sfinancing capacity, while preserving
an LTV ratio compatible with an
Investment Grade financial rating.

A target of double-digit average
total shareholder return.

Wendel will seek to be an influential shareholder holding
Board and key Committee seats, alongside like-minded partners.

24  - 2022 Universal Registration Document

STR ATEG I C D I RECTI O N S

Investment profile

Wendel seeks market leading businesses or growing sectors with long-term growth prospects
and pricing power. Wendel generally avoids highly cyclical or capital-intensive assets and looks
for companies with demonstrated resilience through economic cycles.
Attractive sectors meeting those criteria include technology services and software, businessservices, healthcare and industrial technology. Nevertheless, Wendel remains opportunistic
and could position itself in other sectors that meet its criteria.

The Wendel Group has an investment model chiefly focused on companies with as manyof the following characteristics as possible:∙ companies that are in line Wendel’s
ESG values and ethics;∙ business activities relating to one or more
major, long-term economic trends, enabling
Wendel to plan to hold the investment overthe long term;∙ located in countries that are well known
to Wendel: in Western Europe, particularly
in France, and North America (United States
and Canada);∙ strong international exposureor an international growth strategy;∙ led by high-quality, experienced
management teams with which Wendel
shares a common vision;∙ among the leaders in their markets;∙ operating in sectors with high barriers
to entry;∙ with sound fundamentals and, in particular,
recurring and predictable cash flows; and∙ offering high potential for long-term
profitable growth, based on both organic
growth and accretive acquisitions.

∙ ideally representing an initial investmentof between €300 million and €600 million;
smaller investments are also consideredthrough Wendel Growth; - 2022 Universal Registration Document

25

ESG AP P ROAC H

Our mission
Engaging with entrepreneurial
teams to build sustainable leaders
Driven by a culture of excellence, engagement and entrepreneurship, dating back three hundred years,
we are committed to supporting talented management teams to build tomorrow’s sustainable businesses,
which are leaders in their respective segments. We are convinced that taking ESG criteria into account within
our investment activity is not only necessary to address the societal challenges of our times, it also allows forvalue creation in the short, medium and long term.

Our ESG strategy
Building sustainable leaders
within the portfolio

Empowering excellenceand engagement within Wendel

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

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

Supporting our portfolio companies
in their ESG ambitions and performances.

Focusing on HR performance throughcommitment, well-being and inclusion.

Wendel incorporates sustainability
issues throughout the investment cycle

Screening of theinvestment target throughthe exclusion list

Prior to the investment

ESG due diligence

26  - 2022 Universal Registration Document

Formalization of
an ESG roadmap

Ownership phase

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

ESG integrated into
vendor due diligence

Exit

Value sharing withthe teams wheneverpossibleESG AP P ROAC H

Our ESG priorities
Employee health and safety
The consolidated frequency rate of workplace accidents in controlled companies
was 0.95, down 17% compared to 2021.

Climate change mitigation
55% of the portfolio's emissions are from companies with SBTi approved pathways.
94% of the portfolio's emissions come from companies that have at leastcommitted to submitting their targets to SBTi.
Systematic carbon footprint measurement by controlled companies in the portfolio
within 18 months of their acquisition.

Equity and diversity
29% of members of the Boards of Directors of controlled companies are women,
up 3 points compared with 2021.

Products and services with environmental added value
55% of sales with environmental added value in the portfolio of companies.

Wendel's non-ﬁnancial ratingscompared to the rest of the sector
Worst
—

—

Best
—

↓
0

20

72/100

50

↓
CCC

B

BB

BBB

A

AA

AAA

↓
D-/D

C-/C

B-

B

MEDIUM

AA

B

A-/A

↓
HIGH

Wendel score

LOW RISK

Negligible risk
(top 1% of the sector)↓

58/100(top 5% of the sector)

↓
D-

D

D+

C-

C

C+

B-

C+ risk(top 10% of the sector) - 2022 Universal Registration Document27

INVESTMENTS

Our investments
A tightened, but diversified investment portfolio

98.0%

35.6%

60.8%

96.3%

of the capitalof the capitalof the capitalof the capitalAnti-money launderingand financial crime training
and certification services

Conformity assessment
and certification services

Flexible packaging

Training services

—

—

—

—

2022 sales€5,650.6 million

2022 sales€1,954.5 million

2022 sales$120.1 million

No. 2 in Europe
No. 3 worldwide

World leader

A world leader

A world leader~ 82,000 employees~ 7,030 employees (2)Nearly 380 employees

More than 300 employees

Present in 140 countries

Present in 180 countries

400,000 customers

27 production sites
in 15 countries

Over 100,000 members

More than 1,600 offices
and laboratories

39,000 Certified Instructors
who train over 1.4 million
people annually2022 sales$98.4 million (1)Amount invested$338 million since 2022

Amount invested€397 million since 1995

ESG achievements

Rated 85/100
Ranked 2nd in the Professional
Services Industry category

Rated B

EcoVadis Platinum Medal
Top 1% of companies evaluated28  - 2022 Universal Registration Document

Amount invested€565 million since 2015

ESG achievements

Rated A Leadership Level

EcoVadis Gold Medal
Top 2% of companies evaluatedMore than 10,000 customers

Offices in 3 countries, training
offered in 17 countries
Amount invested$569 million since 2019

INVESTMENTS

67.9%

19.0%

23.4% (4)of the capitalof the capitalof the capitalSpecialty coatingsand surface treatments
for flexible materials

Telecoms infrastructure

Flooring and sports
surface solutions—
2022 sales€914.9 million—
2022 sales$1,961.3 million
No. 1 in Africa~ 1,800 employees

No. 4 independent
multinational towerco (3)in the world

Present in 22 countries~ 2,800 employees

34 laboratories
and 11 production sites

Present in 11 countries

Amount invested€221 million since 2006

Amount invested$830 million since 2013

No. 1 worldwide

39,652 towers (3)—2022 sales€3,358.9 million
No. 3 worldwide~ 12,000 employees
34 industrial sites
25 laboratories
and 8 recycling centers
Amount invested€222 million since 2021

ESG achievements
ESG achievements

EcoVadis Platinum Medal
Top 1% of companies evaluatedRated A Leadership Level

EcoVadis Gold Medal
Top 2% of companies evaluated

Amounts invested and percentages ofshare capital held by the Wendel Groupare stated as of December 31, 2022.
If co-investment conditions are met,
there could be a dilutive effect on
Wendel's percentage ownership.
See section 6.7 “Notes to the financial
statements”, note 5-3 “Impact
of co-investment mechanisms
for Wendel” of the 2022 Universal
Registration Document.
All information regarding thecompetitive positioning andmarket shares of our subsidiaries
and associates, as well as certain
financial information, derives fromthe companies themselves and has
not been verifi ed by Wendel.
(1) Unaudited fi gures.
(2) Excluding the joint venture in India,
not pro forma of the acquisitionof Drukpol Flexo (announced on
March 2, 2023) and not pro forma of theacquisition of Lászlópack (announced
on April 6, 2023).
(3) The number of towers is indicated as ofDecember 31, 2022, except for GD Towers
which is indicated as of February 23, 2023.
The number of towers is pro forma forannounced transactions, if any.
(4) Share of Tarkett SA's capital held
indirectly by Wendel as of December 31,
2022, net of treasury shares. Stake held
via Tarkett Participation as part of thepartnership with the Deconinck family.

 - 2022 Universal Registration Document

29

INVESTMENTS - NEW ADDITION IN 2022

Wendel Growth
Investing in high-growth companies
With Wendel Growth (1), Wendel invests directly or via funds ininnovative, high-growth companies. Wendel Growth has, to date,mainly made commitments to several high-quality technology
and growth investment funds.
Wendel Growth focuses on direct investment and co-investment
opportunities in startups. Wendel's ambition is to invest up to €50 million
in scale ups in Europe and North America. In parallel, Wendel Growth
will continue to invest in funds.

Wendel Growth’s purpose is two-fold:• the diversification of Wendel’s portfolio, by exposing itself
to high-growth assets, generally with a digital component or with
disruptive business models; and• developing the expertise of Wendel’s teams and thoseof its portfolio companies in terms of technological innovations
that could impact or improve the Group’s value creation profile.

(1) Formerly Wendel Lab.

30  - 2022 Universal Registration Document

INVESTMENTS - NEW ADDITION IN 2022

An attractive DNA
for entrepreneurs
Wendel's permanent capital(evergreen), as well as its philosophy
as a long-term investor, makes it theideal partner to support innovative
companies in their development plans.
Wendel thus participates in both thecapital structuring of its companies
and their future profits.
Wendel Growth works closely withfour highly respected Senior Advisors
in technology development to bringvalue to its investments. Wendel's
operational teams provide expertisein structuring, M&A acquisitions
and business connections. Wendel'sinternational footprint, with its networkin the United States and its officein New York, is an asset for supporting
entrepreneurs in the developmentof their companies.

Key figures (2)Investment objective
a medium-term exposure of €500 million
More than €200 million in capital committed
by Wendel Growth→ €164 million in funds→ ~ €40 million directly
20 funds in the portfolio
4 direct investments,
including 3 new ones in 2023

SectorData Intelligence

SectorDefTechSectorRestoration and Care

SectorDefTech(2) As of March 17, 2023.

 - 2022 Universal Registration Document

31

RISK MANAGEMENT

Risk management andinternal control systems
The risk management and internal control systems of the Wendel Groupare organized into three lines of defense and accountability.

THE SUPERVISORY BOARD
AND ITS COMMIT TEES

Reports toReports toE X EC UTI V E BOARD

Reports toInforms

Reports to

1st line

2nd line

3rd line

Investment
and corporate teams

Corporate functions

Internal audit

Risk management and compliance

Members of the investment
and corporate teams implement
controls and identify risks at theoperational level.

The different managersof corporate functions define
processes and deploy theprocedures and tools needed
to control these risks.
They regularly ensure that risks
are monitored and that controls
are properly implemented.

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

AuditsWithin its portfolio, Wendel relies on the Audit Committees of its portfolio companies to promote
the deployment of similar systems, based on the three lines of defense principle.

32  - 2022 Universal Registration Document

RISK MANAGEMENT

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

Map of risks
deemed most signiﬁcant by Wendel

Risk factors

Assessment

OPERATIONAL AND BUSINESS RISKS

Geographical exposure and asset concentrationHigh

Robustness of portfolio companies’ business models

High

Due diligence on contemplated investments and divestments

MediumValuing of portfolio companies

MediumFINANCIAL RISKS

Equity market fluctuationsHigh

E XTERN AL RIS KS

Conflict in Ukraine and geopolitical tensions

MediumRISKS REL ATED TO GOVERN AN CE

Presence of a majority shareholder

Low - 2022 Universal Registration Document

33

KE Y F I G U RES FO R TH E PA ST TH REE F I SCAL YE ARS

Key ﬁnancial ﬁgures
Consolidated net sales

Net Asset Value (NAV)

In millions of euros as of December 31

In euros per share as of December 31

8,700
7,504

6,832

2020

2021

188.1
167.9

159.1

2022

2020

2021

Net income (loss)

Total gross assets

In millions of euros as of December 31

In millions of euros as of December 31

Group share

Listed assets Unlisted assets
Cash and financial investments

Total

1,376
1,047

8,662

10,038

8,876

12%

8%

11%

1,022
37%

656

55%

2021

50%

2022

-231 -264

2020

2021

Dividend

Loan To Value (LTV) ratio

Ordinary dividend, in euros per share

As a percentage as of December 31

3.00

39%

46%

42%

2020

2.90

2022

3.20 (1)

6.2

2022

5.8
4.3

2020

2021

2022

(1) Subject to approval by the Shareholders’ Meeting of June 15, 2023.

34  - 2022 Universal Registration Document

2020

2021

2022

KE Y F I G U RES FO R TH E PA ST TH REE F I SCAL YE ARS

Non-ﬁnancial key ﬁgures
ESG approach
100% of portfolio companies have an ESG roadmap.
100% of the CEOs of controlled companies (2) have part of their compensation linked to the achievementof ESG objectives.

Employee healthand safety

Climate change
mitigation
100% of controlled portfolio companies that haveidentified climate change adaptation risks have developed
a climate resilience plan approved by their
Board of Directors.

Average frequency rate of work-related
accidents in controlled portfolio companies
1.08

1.14
0.95

94% of the portfolio's emissions (3) come from companies
that have at least committed to submitting their targets
to the SBTi. Two companies (Stahl and Bureau Veritas)
have submitted their targets and are awaiting validationof their SBTi pathway.
2020

2021

28% of the portfolio companies (3), representing 55%
of the portfolio's emissions, have their emissions
reduction pathway approved by the SBTi.

2022

Parity and diversity
within Wendel SE and controlled companies
Controlled companies
committed to gender parity

Proportionof women on Boards

100% 100%
80%

2020

23%

2021

2022

2020

26%

2021

29%

2022

Proportion of womenin management positions
24%

2020

23%

2021

Proportion of womenin Wendel's investment team

25%
37%

2022

2020

42%

2021

45%

2022

Products and services with environmental added value
Consolidated
net sales
53%

55%

2021

2022

28%

2020

→ 55% of Bureau Veritas' sales are generated by its Green Line products and services (4).
→ 59% of Constantia Flexibles’ sales are generated by its recyclable packaging products (5).
→ 57% of Stahl's sales are from sales of water-based products. The composition of these products(high water content and low solvent content) results in a significant reduction in CO2 emissions
generated over the product life cycle.
Due to their activity, CPI and ACAMS do not present sales with environmental added value.
However, these companies have a significant societal impact:→ the entire CPI training offer is designed to reduce violent behavior and improve personalsafety in the workplace (see section 4.2.4 – CPI's ESG performance);→ the entire ACAMS training offer is designed to fight financial crime(see section 4.2.5 – ACAMS' ESG performance).

(2) Present throughout the year.
(3) Includes controlled and non-controlled companies.
(4) Bureau Veritas’ Green Line is a line of services and solutions dedicated to Corporate Social Responsibility (CSR).
(5) Only estimates of the proportion of sales represented by Constantia Flexibles’ recyclable solutions were available as of the date of publication of the2022 Universal Registration Document. In 2021, this ratio was 55%.

 - 2022 Universal Registration Document35

36  - 2022 Universal Registration Document

1!"#$$ 
C$" %!


!$"!$&%&!$+



'% %% (%& &!
%&$&+ !&(%



1.3.1
1.3.2
1.3.3

Engaged partneringwith entrepreneurial teams
A value creation objective
New strategic directions
for the Executive Board

40
41



"!$&!!!" %
1.4.1
1.4.2
1.4.3
1.4.4
1.4.5
1.4.6
1.4.7
1.4.8

Bureau Veritas
Stahl
IHS Towers
Constantia Flexibles
Crisis Prevention InstituteTarkett
ACAMS
Wendel Growth

44
46
48
50
53
55
56
58

42

 - 2022 Universal Registration Document37

1!:-;-6<)<1767.C<0-:7=8
Corporate history 7:87:)<-01;<7:A
The Wendel Group was founded in the Lorraine region in 1704. For
270 years, it developed its business in diverse industrial activities,
notably within the steel industry, before focusing on long-term
investing.
A driving force in the development of the French steel industry, theWendel Group diversified at the end of the 1970s. Today, theGroup is dedicated to the success of leading businesses in a variety
of sectors: tests, inspection and certification; chemicals and highperformance and decorative coatings; business services; telecom
infrastructure; packaging; training, etc.
From 1704 to 1870, the Group took advantage of the major
inventions that spurred on the expansion of its iron and steel
activities such as coke iron, widespread use of blast furnaces androlling mills, as well as the development of railroads.
In the 20th century, hard hit by two world wars that ravaged
production facilities in Lorraine, the Group recovered and began togrow again. The creation of the Sollac production cooperatives in
1948, followed by Solmer in 1969, helped meet the growing
demand for sheet steel. In 1975, the Group produced 72% ofFrench crude steel.
In 1974, the sudden rise in oil prices led to a widespread economiccrisis. The French steel industry experienced a serious downturn.
Fixed steel prices and investment in modernization pushed theindustry toward financial ruin.

38  - 2022 Universal Registration Document

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

!:-;-6<)<1767.C<0-:7=8
Business1 =;16-;;
Wendel is one of Europe’s leading investment companies in termsof size, with nearly €9 billion in gross assets as of December 31,
2022. It invests in leading companies and in companies with thepotential to become leaders. Wendel is both a shareholder and an
active partner. It supports the management of the companies inwhich it invests, gives them responsibility and works with them overtime to achieve ambitious sustainable growth and shareholder
value objectives. Wendel is differentiated by the fact that it is along-term investor with permanent capital, a double Investment
Grade credit rating, and access to the capital markets. It is
supported and controlled by Wendel-Participations, a stable family
shareholder structure with more than 315 years of history inindustry and more than 45 years of investment experience.
The current investment team is composed of approximately
20 experienced professionals. The team members have varied andcomplementary profiles and include former consultants, company
executives, investment bankers and operations managers from a
broad array of industrial and service sectors. This allows us tocapitalize on their experience and the network of contacts they
have developed during their professional careers. The team thus
has both sector knowledge and recognized financial expertise. Its
objective is to foster the emergence of companies that are leadersin their sector and to accompany their development in the medium
or long term, particularly by encouraging innovation and best ESG
practices, and by boosting productivity. Investment opportunities
are systematically referred to a team which examines each case, inparticular by looking at the company’s growth prospects. These
investment opportunities are then reviewed by a diverse andcollegial Investment and Development Committee, composed ofexperienced Managing Directors, including the Chief Financial
Officer and the two members of the Executive Board, before being
approved by the governance bodies of the entities concerned. If
Wendel proceeds with the transaction, the team that examined theopportunity is then responsible for its execution.

Global competitive landscape in 2022
As a professional investor, Wendel may face competition in its
acquisitions, including from private equity funds, sovereign wealthfunds, pension funds, family groups and industry players. All these
entities (except for industry players) are active controlling investors
and number in the thousands, typically focusing on medium-term
investment horizons of three to five years – unlike Wendel, which
generally takes a long-term approach – and make use of leverage.
Wendel’s permanent capital sets it apart from private equity
players, allowing it to conduct a long-term investment policy, withno maturity constraints. In recent years, new competitors (sovereign
wealth funds, pension funds and investment funds) have emerged,
also targeting longer-term investments and with a trend towards
more substantial deals. This trend can be partially explained by thefact that private equity generates higher returns than most otherasset categories over the long term.
2022 was shaped by two distinct periods. The first few months ofthe year followed on from the record activity seen in 2021, withsignificant fundraising and numerous acquisitions and divestments,
despite an uncertain macroeconomic environment (driven by rising
inflation and geopolitical tensions). Policy rate hikes by central
banks from June 2022 onwards have significantly dampened
private equity activity around the world, fueling economic recession
scenarios and reducing access to credit, particularly leveragedloans. Fundraising and large-scale transactions were scarce in thesecond half of the year in all segments of the private equity
industry, particularly in venture capital. This situation continued into
the first quarter of 2023 and its persistence will depend on how
quickly macroeconomic factors stabilize.
Despite their different models and portfolio composition strategies,
Wendel is often compared to Eurazeo, Exor, Peugeot Invest,
Investor AB, Onex, Ratos AB, Kinnevik AB, Industrivarden AB, HAL
Trust, Ackermans & van Haaren, Sofina, GBL and 3i group.

 - 2022 Universal Registration Document39

1!:-;-6<)<1767.C<0-:7=8
Investment Model: Strategy and objectives

 6>-;<5-6<7,-4#<:)<-/A)6,7*2-+<1>-;
Wendel’s approach consists of selecting leading companies,
making long-term investments and helping to define ambitious
strategies, while implementing a clear shareholder approach, in
conjunction with management.
To successfully execute its long-term investment strategy, Wendel
leverages several strengths: a stable family shareholder base,permanent capital, a robust balance sheet, and a portfolio ofcompanies that lends the Group a very broad geographical andsectoral scope.
Since 1977, Wendel’s international investment teams have applied
their experience and expertise in investments to a significant
number of successful companies, including Capgemini, Bureau
Veritas, BioMérieux, Reynolds, Stallergenes, Wheelabrator, Valeo,
Afflelou, Editis, Legrand, Stahl, Deutsch and Allied Universal.

 6/)/-,8):<6-:16/?1<0C-6<:-8:-6-=:1)4<-)5;
Wendel’s investment and sustainable development strategy isbased on close interaction with the managers of the companies inwhich it invests. This partnership is central to the creation of value.
Wendel provides constant and active support, shares risks andcontributes its experience and financial, technical andcommunications expertise. Similarly, Wendel can reinvest andsupport companies when required by the economic and financial
conditions or a company’s business development plans.

40  - 2022 Universal Registration Document

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

!:-;-6<)<1767.C<0-:7=8
Investment Model: Strategy and objectives

1 >)4=-+:-)<1767*2-+<1>First and foremost, Wendel aims to create value by developing
investments over the long term, by actively encouraging its
companies to make investments that drive organic growth andprofitability, and by providing support for their acquisitions. Froman operational standpoint, Wendel holds constructive, transparent
talks with their management teams, constantly questioning habitual
practices and rethinking current models in the light of global bestpractices. Wendel meets its commitments on a daily basis byfostering effective relationships built on trust that recognize therespective roles of shareholders and managers. It provides
guarantees of shareholder stability and the support of a long-term
partner who does not hesitate to make a financial commitment
during challenging times, where justified.
Leveraging its status as an Investment Grade bond issuer, theGroup has the financial means to build a diversified portfolio ofcompanies and to make new investments.

Acquisitions by portfolio companies
Growth by acquisition is an integral part of the Wendel Group
companies’ development model. They completed nine acquisitionsin 2022, and most of them plan to achieve a portion of their growth
via acquisitions, generally focusing on small- or medium-sizedtargets that create the most value. Wendel’s teams assist Group
companies in their search for acquisitions, in deploying theirexternal growth strategy, and in arranging the required financing.

An entrepreneurial model
Wendel believes that providing management teams with a financial
interest in value creation is an effective approach, giving executives
a personal stake in the risks and rewards of their investments.
For listed portfolio companies (Bureau Veritas, IHS Towers andTarkett), the management teams benefit from stock option and/or
free share plans.
For unlisted subsidiaries (Stahl, Constantia Flexibles, CPI, ACAMS,
IHS Towers – when it was unlisted – and Tarkett Participation), theprofit-sharing policy is based on a co-investment mechanism
through which managers may make significant personal
investments alongside Wendel. See Chapter 6, note 5-2 of this
Universal Registration Document for further details.

 - 2022 Universal Registration Document41

1!:-;-6<)<1767.C<0-:7=8
Investment Model: Strategy and objectives -?C;<:)<-/1+,1:-+<176;.7:C<0-C@-+=<1>-7):,
On March 16, 2023, the Executive Board unveiled its new strategic
directions. These provide for:

 Implementationof an active portfolio management andinvestment policy with an intention to invest c. €2 billion ofequity within two years, while optimizing Wendel's financial
flexibility.

 Equity investments of €300 million to €600 million perinvestment in Western Europe and North America.

 Investment policy and value creation based on Wendel's role asa hands-on shareholder.

 Investment in unlisted companies, with priority given to majority
stakes.

 Active involvement with the Bureau Veritas Management teamto accelerate value creation.

Investment profile
Wendel seeks market leading businesses or growing sectors withlong-term growth prospects and pricing power. Wendel generally
avoids highly cyclical or capital-intensive assets and looks forcompanies with demonstrated resilience through economic cycles.
Attractive sectors meeting those criteria include technology
services and software, business services, healthcare and industrial
technology. Nevertheless, Wendel remains opportunistic andwould consider investments in other industries that meet its criteria.
The Wendel Group has an investment model chiefly focused oncompanies with as many of the following characteristics as possible: companies that are in line with Wendel’s ESG values and ethics;
 business activities relating to one or more major, long-term

 Ambition to develop an asset management business witheconomic trends, enabling Wendel to plan to hold theinvestment over the long term;

third-party money based on the capabilities of Wendel'sinvestment platform and further investment in talents.

 located in countries that are well known to Wendel: in Western A new financial policy featuring: (i) a dividend set at 2% of Net
Asset Value, on average, while having a minimum objective ofannual stability, and (ii) the optimization of Wendel's financing
capacity while maintaining an LTV ratio consistent with an
Investment Grade financial rating.

 A target of double-digit average total shareholder return.
Wendel will seek to become a significant shareholder holding
Board and key committee seats, alongside like-minded partners.

Europe, particularly in France, and North America (both theUnited States and Canada);

 strong

international exposure or an international growthstrategy; ideally representing an initial investment of between €300
million and €600 million; smaller investments are also
considered through Wendel Growth; led by high-quality, experienced management teams with which
Wendel shares a common vision; among the leaders in their markets; operating in sectors with high barriers to entry;
 with sound fundamentals and, in particular, recurring andpredictable cash flows; and offering high potential for long-term profitable growth, basedon both organic growth and accretive acquisitions.

42  - 2022 Universal Registration Document!:-;-6<)<1767.C<0-:7=8
Investment Model: Strategy and objectives

Wendel GrowthWith Wendel Growth, Wendel aims to increase its exposure to thehigh-growth company sector. In the medium term, Wendel
Growth's exposure should represent €500 million. Initiated in 2013,
Wendel Growth has, to date, mainly made commitments to several
high-quality technology and growth investment funds. Priority is
now given to direct investments, while in parallel, Wendel Growth
will continue to invest in funds. Wendel Growth has multiple
objectives. It diversifies the portfolio by increasing exposure tohigh-growth assets, generally with a digital component or with
disruptive business models. Wendel Growth also develops theexpertise of its team and that of its portfolio companies ontechnological innovations that could impact or enhance their value
creation profiles.

Strategic financing guidelines
Wendel aims to retain a flexible financing structure that canwithstand sudden, severe market shocks. In keeping with its
long-term investor profile, Wendel aims to retain its Investment
Grade credit rating.
As of December 31, 2022, Wendel had a low Loan-to-Value Ratio of
5.8%. Wendel has been rated BBB with stable outlook by Standard& Poor’s since January 25, 2019, and Baa2 with stable outlook by
Moody’s since September 5, 2018.

Shareholder return
The Company's objective is to distribute an annual dividend ofaround 2%, on average, of Net Asset Value, with a minimum
objective of annual stability.
In addition, Wendel may carry out share buybacks on an
opportunistic basis and within the limits of the authorizations
granted by the Shareholders’ Meeting and the regulations in force.

1

Development of Group companies
to create value
Wendel will continue to emphasize the long-term growth of its
companies. By actively encouraging them to use their resources tomake investments that drive organic growth and profitability and byproviding support for their external growth transactions, Wendel
accompanies its companies in the deployment of best ESG
practices and continuous improvements in digitization andcybersecurity. Wendel supports its companies in their operational
improvements, thanks in particular to the work of the teams within
the Boards of Directors and Supervisory Boards, as well as theexpertise of Wendel’s Operating Partners.
For nearly a decade, Wendel’s sustainable development team andSustainable Development Steering Committee have also been
implementing numerous internal initiatives and constantly
improving transparency and reporting. Over the past year, these
efforts and Wendel’s good reputation have been recognized byexternal non-financial rating agencies.
On this basis, in 2019, Wendel’s Executive Board and Supervisory
Board expressed their strong desire to further refine Wendel’s ESG
approach as a pillar of the Group’s strategic development, in linewith our values and history. Their vision has been implemented by
Wendel teams at all levels, with enthusiasm and commitment.
These teams have shown eagerness to lead by example and awillingness to cultivate relationships of trust with all our
stakeholders. In 2020, Wendel published its 2023 ESG roadmap,
formalizing its ambitious strategy in this area. 2022 was marked by
an improvement in many ESG parameters and a significant increasein non-financial ratings (see Chapter 4).

Recent developments
The acquisition of ACAMS in 2022 was a first step in Wendel’s
capital redeployment objective and further enhanced theportfolio’s growth profile, as was the case with the acquisition of
CPI in 2019. Wendel has also accelerated the development ofWendel Growth through fund commitments, and has recruited
seasoned professionals with solid experience and excellent
references. In addition, Wendel made significant gains thanks to
the turnaround and disposal of Cromology in 2022.
Since early 2023, Wendel Growth has made three new direct
investments (Tadaweb, Brigad and Preligens).
On March 22, 2023, Wendel announced the successful issue of€750 million of bonds exchangeable for Bureau Veritas ordinary
shares, maturing in 2026 and with a 25% premium over thereference share price. Wendel reaffirms its full support for Bureau
Veritas' strategy.

 - 2022 Universal Registration Document43

1!:-;-6<)<1767.C<0-:7=8
Portfolio companies

 !7:<.7417+758)61-;
All information regarding the competitive positioning and market shares of our portfolio companies, as well as certain financial information,is provided by the companies themselves and has not been verified by Wendel. Comments on the companies’ business include the impact
of IFRS 16, unless otherwise stated.

 =:-)=&-:1<);
Continued growth at Bureau Veritas, as the group reinforces its positioning
on sustainability services with the “Green Line”
Bureau Veritas is the world’s leading provider of inspection, certification and testing services in the areas of quality, health, safety, security,environmental and social responsibility (QHSE-SR). Bureau Veritas is directly and indirectly involved in ESG and in 2020 launched its "GreenLine" of services and solutions to help its clients implement their strategies and measure and achieve their sustainability goals withconfidence and transparency. Bureau Veritas generates approximately 55% of its sales through the BV Green Line of services and solutions.

Bureau Veritas in brief(Fully consolidated company)
Present in 140 countries€5,650.6 million
in sales in 2022

More than 1,600 offices and laboratories

Approx. 82,000 employees

400,000 clients€902.1 million
in adjusted operating income(1)Stake held by Wendel: 35.55%(2)of the share capital and 51.7%of theoretical voting rights

Amount invested(3) by Wendel:€397.3 million since 1995(4)(1) Bureau Veritas defines “adjusted” operating profit as operating profit before income and expenses relating to acquisitions and other non-recurring
items (indicator not defined under IFRS). Including the impact of IFRS 16.
(2) Share of equity owned by Wendel as of December 31, 2022, net of treasury shares.
(3) Amount of equity invested by Wendel for the stake held as of December 31, 2022.
(4) Since its initial investment of €931 million in Bureau Veritas, Wendel has received approximately €4 billion in proceeds from disposals and Bureau
Veritas dividends.

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

44  - 2022 Universal Registration Document

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

1!:-;-6<)<1767.C<0-:7=8
Portfolio companies

Highlights of 2022
Revenue in 2022 amounted to €5,650.6 million, a +13.4% increase
compared with 2021. Organic revenue was up +7.8% in 2022,
benefiting from solid trends across most businesses andgeographies and a maintained momentum for Sustainability and
ESG-related solutions across the entire portfolio, representing 55%
of Bureau Veritas sales through the BV Green Line of services andsolutions.
The scope effect was a positive +0.9% (including 1.6% in the lastquarter), reflecting the four bolt-on acquisitions realized in 2022,
alongside those of the prior year. Currency fluctuations had apositive impact of +4.7% (including a positive impact of 3.0% in Q42022), mainly due to the strong appreciation of the USD andpegged currencies against the euro, which was partly offset by thedepreciation of some emerging countries' currencies.
Adjusted operating profit increased by 12.5% to €902.1 million.
At December 31, 2022, the adjusted net financial debt/EBITDA
ratio was further reduced to 0.97x (from 1.10x as of December 31,2021). The average maturity of Bureau Veritas’ financial debt was
3.9 years, with a blended average cost of funds over the year of
2.1% excluding the impact of IFRS 16 (compared with 2.3% in 2021
excluding the impact of IFRS 16).
The Board of Directors of Bureau Veritas proposed a dividend of€0.77 per share, payable in cash, for 2022, up +45.3% compared tothe prior year. Moving forward, Bureau Veritas expects to maintainIn millions of euros

Revenuea dividend of around 65% of its adjusted net profit (from 50%
previously). This is subject to the approval of the Shareholders'Meeting to be held on June 22, 2023.
Hinda Gharbi Deputy CEO of Bureau Veritas since January 1, 2023
As of May 1, 2022, Hinda Gharbi joined Bureau Veritas as Chief
Operating Officer and became a member of the Group's Executive
Committee. The Board of Directors' decision was the result of arigorous selection and recruitment process, as part of succession
planning for the Chief Executive Officer, led jointly by the
Nomination&
Compensation
Committee
andDidierMichaud-Daniel.
On January 1, 2023, Hinda Gharbi became Deputy CEO of Bureau
Veritas. The Board of Directors will appoint her as Chief Executive
Officer at the end of the 2023 Annual General Meeting which will
be held on June 22, 2023.

2023 outlook
Based on a healthy sales pipeline and the significant growth
opportunities related to Sustainability, and taking into account thecurrent macro uncertainties, Bureau Veritas expects for the full year
2023 to deliver: Mid-single-digit organic revenue growth; A stable adjusted operating margin; A strong cash flow, with a cash conversion(1) above 90%.
2022 after IFRS 16

2021 after IFRS 16

Δ5,650.6

4,981.1+13.4%+12.5%

Adjusted operating profit(1)

902.1

801.8

As a % of revenue

16.0%

16.1%

-13 bpsAttributable adjusted net profit(2)

466.7

420.9

+10.9%

Adjusted net financial debt(3)975.3

1,051.4-7.2%(1) Bureau Veritas defines “adjusted” operating profit as operating profit before income and expenses relating to acquisitions and other non-recurring
items (indicator not defined under IFRS).
(2) Bureau Veritas defines attributable “adjusted” net profit as attributable net profit adjusted for other operating expenses net of tax.
(3) Net financial debt as defined in the calculation of bank covenants.

Top management

Wendel’s teamDidier Michaud-Daniel, Chief Executive Officer

Board of Directors: Laurent Mignon (Vice-Chairman) since
December 15, 2022, Jérôme Michiels, Christine Anglade-Pirzadeh,
ClaudeEhlinger (Wendel Senior Advisor)

Hinda Gharbi, Deputy CEO
François Chabas, Chief Financial Officer
Aldo Cardoso, Chairman of the Board of Directors since March 8,
2017

Strategy Committee: Laurent Mignon (Chairman since December
15, 2022)
Nomination & Compensation Committee: Claude Ehlinger (Wendel
Senior Advisor)
Audit & Risk Committee: Jérôme Michiels
For more information: bureauveritas.com(1) Net cash generated from operating activities/Adjusted Operating Profit.

 - 2022 Universal Registration Document45

1!:-;-6<)<1767.C<0-:7=8
Portfolio companies #<)04
Stahl is the global leader in specialty formulations for coatings and surface treatments for flexible substrates. Stahl’s performance coatings
are found in everyday materials in the automotive, apparel, luxury goods, footwear, packaging, and the home furnishing industry, amongst
others.

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

34 laboratories
and 11 production sites

Approx.1,800 employees

No. 1 worldwide in specialty
leather chemicals€914.9 million
in sales in 2022

Adjusted EBITDA(1) of€194.3 million in 2022

Stake(2) heldby Wendel: 67.9%

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

(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items. Post IFRS 16.
(2) Amount of equity invested by Wendel as of December 31, 2022, for the stake held at that date. In the meantime €341 million has been paid to
Wendel in dividends and loan repayments.

Why did we invest in Stahl?

Highlights of 2022

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

Stahl, the world leader in specialty coatings for flexible substrates,
posted total sales of €914.9 million in 2022, representing an
increase of +10.1% over 2021. Organic growth was +6.3% while FX
contributed positively (+3.8%), mostly through USD and RMB
strengthening against the Euro.
FY2022 EBITDA(1) amounted to €194.3 million, translating into an
EBITDA margin of 21.2%, in line with Stahl’s historical levels. Stahlremained highly cash generative, notably thanks to the good
EBITDA level. As a result, net debt as of December 31, 2022, was€97.7 million(2), vs. €183.8 million end of June 2022.
On March 16, 2023, the Stahl Group acquired 100% of the shares in
ICP Industrial Solutions Group (ISG), a leader in high-performance
packaging coatings which reinforces Stahl’s position as the global
leader in the field of specialty coatings for flexible substrates. ISG
offers a comprehensive complementary portfolio of highperformance coatings used primarily in packaging and labelingapplications, notably in the resilient food and pharmaceuticalsectors. It is mostly present in North America (close to 70%
of sales).
Following this acquisition, Stahl sales will cross the €1 billion markwith an EBITDA margin above 20%. The transaction is carried out at
an enterprise value of c. $205 million.

(1) EBITDA including IFRS 16 impacts, EBITDA excluding IFRS 16 stands at €191.1m.
(2) Including IFRS 16 impacts. Net debt excluding the impact of IFRS 16 was €80.9m.

46  - 2022 Universal Registration Document

1!:-;-6<)<1767.C<0-:7=8
Portfolio companies

Concurrently, Stahl secured new financing of $580 million with agroup of relationship banks, extending maturities until 2028. The
financing will be used to finance the acquisition of ISG, refinance its
existing credit facilities, and fund future external growth, with afocus on opportunities in specialty coatings.
Stahl’s standalone leverage was reported at 0.4x(1) EBITDA as ofDecember 31, 2022. Pro forma of the ISG transaction, leverage
would stand at c.1.5x.

Outlook for development
In the future, Stahl intends to further develop, strengthen andbroaden its core specialty coatings franchise. The acquisition of
ISG, on March 16, 2023, is a perfect example of that strategic plan.
Longer term, Stahl will continue to reinforce its position as theworldwide leader of high-performance coatings for flexible
substrates, through organic developments, expanding its current
scope of business and gaining further market share, as well as
targeted acquisitions.

The group will continue to capitalize on its strengths, which are its
global leadership, unmatched innovation capabilities (innovativeenvironmentally friendly solutions and customized technologies),
its strong relationships with top clients, its exposure to fast-growing
markets and its active cost and cash flow management (strictfinancial discipline and value-adding investments).
Stahl remains buoyed by strong long-term trends, such as the shift
in its markets towards emerging markets, particularly in Asia, andincreasing environmental regulations, which are beneficial to Stahlmarket shares, given its innovation leadership and its unmatched
portfolio of solutions complying with these regulations throughout
the production chain. The trend towards bio-based chemicals willcontinue to develop in the future, and Stahl is well positioned tobenefit with largely water based formulations and recently
launched ranges of products with high levels of renewable content.
Benefitting from a strong financial structure, Stahl is actively
reviewing targeted acquisition opportunities, with a focus on
specialty coatings.

Stahl also intends to increase the levels of premiumization andspecialization to further support its premium margin model.

In millions of euros

Sales

2022 after IFRS 16

2021 after IFRS 16

Δ

914.9

831.3

+ 10.1%

EBITDA(1)

194.3

179.9

+ 8.0%As a % of sales

21.2%

21.6%

-40 bps

97.7

176.2

-78.5

Net financial debt

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

Top management

Wendel’s team as of December 31, 2022

Maarten Heijbroek, Chief Executive Officer

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

Frank Sonnemans, Chief Financial Officer

Appointments and Compensation Committee: Félicie Thion de laChaume (Chairwoman), Claude Ehlinger
Audit Committee: Félicie Thion de la Chaume, Claude Ehlinger(Senior Advisor), Caroline Bertin Delacour, Xavier Lemonnier
For more information: stahl.com(1) Computed as per financing documentation definition.

 - 2022 Universal Registration Document47

1!:-;-6<)<1767.C<0-:7=8
Portfolio companies #$7?-:;
IHS, a leading provider of communications infrastructure
IHS is one of the largest independent owners, operators, and developers of shared communications infrastructure in the world by tower
count. IHS is also the largest independent multinational towerco solely focused on the emerging markets. The group builds, leases andmanages communications towers that it owns or which are owned by others. With 39,652 towers, IHS supports the leading mobile phone
operators in each of its markets and is well-placed for future organic growth given the strong demand for infrastructure needs across Africa,
Latin America and the Middle East.

IHS in brief(Equity-method investment)
Present in 11 countries,
on 3 continents

39,652 towers

No. 1 in Africa

No. 4 independent multinational
towerco(1) in the world$1,961.3 million
in sales in 2022

Approx. 2,800 employees

Stake heldby Wendel(2): 19.0%

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

(1) Tower count as reported as of December 31, 2022, except GD Towers which is as of February 23, 2023. Tower count is pro forma for announced
transactions, as applicable.
(2) Stake held and amount of equity invested by Wendel at December 31, 2022 for the stake held at that date, corresponding to €662 million.

Why did we invest in IHS?
IHS is a leading provider of communications infrastructure formobile phone operators. Over the last 22 years, the group has
successfully developed along the entire telecom tower value chain,from construction and maintenance to leasing. It provides
market-leading services to its customers, who are leading telecom
operators, including Airtel, MTN, Orange, TIM and 9mobile.
With its investment in IHS, Wendel made its first direct investment
in Africa, demonstrating at this time its intention to gain exposure
to and participate in the continent’s rapid growth. Wendel chose acompany with an increasing number of projects, high-quality
management and an outlook of balanced and profitable growth inseveral important and promising African nations, especially in
Nigeria which represents 68% of group sales as of Q422. IHS’s
business is being buoyed by long-term trends that make Africa astrong growth region for communications infrastructure: growth potential is higher than in mature economies, both interms of GDP and demographics (a young population with agrowing middle class);48  - 2022 Universal Registration Document

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

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

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

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

 as mobile telephone operators focus increasingly on theservices they provide to customers and less on infrastructure,they are outsourcing the management of their telecom towers.
IHS offers these operators turnkey services enabling them tocover the regions they target and benefit from excellent quality
services; historically, IHS’s success has been based on experience,
specialized knowledge and the excellence of its engineers at theoperating level. These qualities enable IHS to consistently
deliver a high level of service to its customers. IHS’s key
performance indicators exceed those of its competitors and thecompany has a reputation as an innovator in the industry. These
attributes contribute to improved margins and better customer
service; its business model is resilient, based on contracts with mobile
phone operators generating lease payments indexed mostly to
the US dollar or inflation negotiated over periods of 10 to
15 years; most counterparties have a very sound financial condition; its
multicultural and entrepreneurial management team haveextensive experience in the African and worldwide telecom
markets. IHS’s founders still manage the company.

1

These advantages should enable IHS to continue growing steadily.
The company will be able to increase its installed base of towers in
the countries where it is already present and acquire passive
networks in other countries offering attractive economic anddemographic prospects.
In October 2021, IHS Towers listed publicly on the New York Stock
Exchange. At and since the IPO, Wendel has not sold any shares.

$830 million invested by Wendel
To support IHS pan-African growth strategy, Wendel invested$826 million between 2013 and 2016, participating in five capitalincreases alongside IHS’s shareholders, who are primarily major
financial institutions active in economic development and top-tierprivate equity companies. In 2019, Wendel exercised warrants in
IHS that were issued in 2012 for a net value of $4 million.
IHS' shareholders before its IPO include MTN, Emerging CapitalPartners, International Finance Corporation (IFC), part of the WorldBank Group, FMO, the Netherlands development bank, Investec
Asset Management (now Ninety-One), Goldman Sachs, IFC Global
Infrastructure Fund, African Infrastructure Investment Managers(Old Mutual and previously Macquarie), and the Singapore andKorean sovereign wealth funds GIC and KIC.
In addition, Wendel has brought together five US and European
family investors (incl. Peugeot Invest, Sofina, funds managed by
Edmond de Rothschild now Elyan Partners, and Luxempart) toinvest alongside it in IHS. In addition to the $830 million it has
invested, Wendel has thus far raised an additional $220 million
through an IHS co-investment vehicle that Wendel manages andwhose voting rights Wendel exercises. This co-investment vehicle
was terminated shortly after the IHS IPO and the shares were
distributed to the co-investors in 2022.

For more information on the company's news: https://www.ihstowers.com/support-and-info/media/press-releases
For more information on the company's sustainability commitment: https://www.ihstowers.com/sustainability

Top management

Governance

Sam Darwish, Chairman and Chief Executive Officer

Frank Dangeard was proposed by Wendel to sit on the Board of
IHS which comprises 10 directors in total.

Steve Howden, Group Chief Financial Officer

For more information: ihstowers.com

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1!:-;-6<)<1767.C<0-:7=8
Portfolio companies 76;<)6<1)4-@1*4-;
Constantia Flexibles' success is based on its leading positions, well invested global manufacturingbase, sustainable and innovation focus and a management team with a demonstrated track recordof outperformance
Constantia Flexibles is a global leader in the fragmented flexible packaging market. The Group produces flexible packaging solutions for adiversified portfolio of blue-chip customers and local champions in the pharmaceutical and consumer industries.

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

7,030 employees(3)€1,954.5 million in sales in 2022

EBITDA of€256.4 million in 2022(1)27 production sites(3) in 15
countries(3)Stake heldby Wendel: 60.8%

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

(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items. Post IFRS 16.
(2) Amount of equity invested by Wendel as of December 31, 2022, for the stake held at that date.
(3) Excluding India joint-venture, not pro-forma for the Drukpol Flexo acquisition announced on March 2, 2023 and not pro forma for the Lászlópack
acquisition announced on April 6, 2023.

Why did we invest in Constantia Flexibles?
Founded by Herbert Turnauer in the 1960s, the Vienna-based
Constantia Flexibles group produces flexible packaging solutions
for the pharmaceutical and consumer industries. Constantia
Flexibles has successfully developed its activities and has become a
global leader in flexible packaging. The group now has 7,030
employees in 15 countries, both figures excluding the recently
announced India joint-venture and not pro-forma for the acquisitionof Drukpol Flexo in Poland announced on March 2, 2023 or the
Lászlópack acquisition announced on April 6, 2023.
The flexible packaging market for pharmaceutical and fastmoving
consumer goods, in which Constantia Flexibles operates, offers a
combination of stability and growth. The business of Constantia
Flexibles is resilient because the group caters to the daily needs of
end-consumers. In addition, there are long-term megatrends
supporting the growth of the flexible packaging market, such as
growing population, urbanization and the increased consumptionof single portions, tied in with the decline in the size of households
and the development of the middle classes, especially in emerging
markets. For several years, this market's growth in GDP terms has
outpaced economic growth in developed and emerging countries.
Under Wendel’s ownership, Constantia has focused on the mostdynamic sub-segments within that market, enabling the company
to further enhance its growth profile.

50  - 2022 Universal Registration Document

In this fast-growing, resilient but highly fragmented market,
Constantia Flexibles has clear competitive advantages enabling it
to play a decisive role in the flexible packaging industry andoffering long-term (organic and inorganic) growth potential, suchas:

 the group’s long-standing relationships with major global
blue-chip customers and local champions;

 the size of the group, enabling it to harness economies of scale; the group’s innovation capabilities and technological edge,
which position the group at the forefront of the packaging
sustainability transformation opportunity and allows it to tap into
attractive adjacent industries; thegroup’s strategicallymanufacturing base; andlocatedwell-invested

global the ability of Constantia Flexibles to pursue an external growthstrategy, as demonstrated recently with the acquisition of
Propak in Turkey, FFP in the UK, Drukpol Flexo in Poland andLászlópack in Hungary, as well as the formation of theannounced joint-venture with Premji Invest and SB Packagings
in India.

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On March 27, 2015, Wendel finalized the acquisition of Constantia
Flexibles for an enterprise value of €2.3 billion and invested €640
million in equity for a 73% stake in the company, alongside the
AREPO Foundation’s €240 million, or 27% investment.
Subsequently, on September 22, 2015, Wendel signed anagreement with Maxburg Capital Partners (“MCP”), an investmentcompany backed by the RAG Foundation, to syndicate a minority
share of its investment in Constantia Flexibles. Accordingly, in
November 2015, MCP acquired approximately 11% of the capital ofConstantia Flexibles from Wendel for €101 million.
Following this transaction, Wendel, the AREPO Foundation and
MCP subsequently participated in a €50 million capital increase forConstantia Flexibles, each subscribing to a pro-rata stake, tofinance the acquisitions of Afripack and Pemara.
Following the capital increase and MCP’s investment in Constantia
Flexibles, Wendel’s equity investment in Constantia Flexibles
totaled €565 million. Wendel is the company’s controllingshareholder, with 60.8% of the share capital.

PharmaConstantia Flexibles produces different packaging solutions for thepharmaceutical industry, ranging from traditional aluminum foil
blister packs to innovative packaging systems for new types of drugdelivery (flexible sticks, inhalers, etc.) to sachets for powders andgranules.
The pharmaceutical industry generates around 34% of the group’s
management adjusted EBITDA, and it is the largest manufacturer ofblisterlidding for medications globally.
Global demand for flexible packaging from the pharmaceuticalindustry is supported by three main growth drivers:

 higherlife expectancies in developed
corresponding rise in chronic diseases;

markets

anda the development of health systems in emerging economies; and the expanding liberalization of the sale of medication, which is1

Consumer
The Consumer division represents around 66% of the EBITDA ofConstantia Flexibles. It encompasses a vast array of products toserve market segments ranging from dairy to confectionery via
ready-made meals, coffee capsules as well as pet food. Because theproducts in this division cater to the daily needs of the population,
this business is largely independent of economic cycles. In
addition, demand for flexible packaging in the consumer market isrising, in response to a growing population, urbanization andhigher environmental standards.
Constantia Flexibles supplies the consumer industry with consumer
packaging solutions made of aluminum and various types of film.
They include lids for dairy products, aluminum foil wrappings forbutter and cheese, confectionery packaging, pouches for driedsoups, sauces and ready-made meals, single-serve coffee capsulesand light aluminum packaging systems also used for pet food.
This division of Constantia Flexibles is a global leader in several ofits market segments (confectionery packaging and lidding) andserves a balanced mix of customers including consumer industry
giants such as Nestlé, Unilever, Mars, and Pepsico as well as private
label customers.

Highlights of 2022
Full-year sales totaled €1,954.5 million, up +23.6% on an organic
basis with a strong performance across both Pharma andConsumer markets. The growth was driven by (i) price increases tocompensate for the impact of cost inflation, (ii) volume growth inhigher margin businesses notably in the pharma market, and (iii) a
favorable sales mix effect. Total growth was +21.9%. The
acquisitions of Propak in June 2021 and FFP Packaging Solutions inAugust 2022 contributed positively to top line growth (+3.7%) andforeign exchange by +4.5%. In accordance with IFRS 5, Indian
activities are classified as discontinued operations and are notconsolidated anymore given the announced formation of a
joint-venture with Premji Invest. Impact on total growth was -9.8%.

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

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Full-year EBITDA of €256.4 million(1) (representing a reported
margin of 13.1% versus 12.5% last year) improved by €55.4m
driven by: (i) continued growth in Pharma with a significant overall
improvement in the US operations (ii) strong performance in the
Aluminum division with the hub plant optimizing its sales mix whilst
the satellite plants continued to enhance performance throughoperational excellence and organic volume growth (iii) excellent
performance in the Film division with strong international organic
growth and Propak (acquired in June 2021) delivering a record
full-year performance. Throughout the year margins were
protected by successfully passing through the unprecedented cost
inflation to the customer base on a timely basis whilst effectively
managing the significant supply chain disruptions. EBITDA margins
based on 2020 price levels improved from 12.6% to 16.0%.
Net debt stood at €313.1 million(2) at the end of 2022 representing
a significant reduction from the €400.3 million on December 31,
2021 reflecting the strong performance and improved cash
generation of the group in 2022 whilst also funding the acquisitionof FFP and growth capital expenditure. Leverage ratio has been
improved to 1.2x EBITDA compared to 1.8x at the beginning of
the year.

In millions of euros

Sales

Outlook for development
2023 shows a very promising start of the year with continued
progress targeted in volume, EBITDA and cash generation.
In 2021, Constantia Flexibles initiated a strategy called Vision 2025.
This strategic roadmap refocuses strategic priorities primarily
towards boosting growth and profitability. It also aimed tostrengthen organic growth through innovation, the sustainable
packaging technologies segment and the new EcoLutions
sustainable product range. Constantia Flexibles is also continuously
looking at inorganic growth opportunities to take advantage of thefragmented flexible packaging market, through selective
consolidation in Europe and worldwide. The company has set thefollowing financial objectives for 2025: organic growth of at least
2% per year, and an EBITDA margin of at least 14% (based on 2020
price levels). Constantia is carefully managing the inflationary costenvironment as well as realizing synergies from the recent
acquisitions.

2022 after IFRS 16

2021 after IFRS 16

Δ

1,954.5

1,603.4+21.9%EBITDA(1)

256.4

201.0

+27.6%As a % of sales

13.1%

12.5%

+60 bps

Net financial debt

313.1

400.3

-87.2

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

Top management

Wendel’s teamPim Vervaat, Chief Executive Officer

Supervisory Board: David Darmon (Chairman), Jérôme Richard,
Constance d’Avout

Richard Kelsey, Chief Financial Officer

Nomination and Compensation
Constance d’Avout

Committee:

David

Audit Committee: Constance d’Avout, Jérôme Richard
For more information: cflex.com(1) EBITDA including the impact of IFRS 16. Recurring EBITDA excluding the impact of IFRS 16 was €245.7m.
(2) Including IFRS 16 impacts. Net debt excluding the impact of IFRS 16 was €267.1m.

52  - 2022 Universal Registration Document

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Portfolio companies

1 :1;1;!:->-6<1766;<1<=<Crisis Prevention Institute, the global leader in crisis management training programs
Crisis Prevention Institute, “CPI,” is the global leader in crisis prevention and aggressive behavior management training programs. For 43
years, CPI has been providing crisis prevention and intervention training programs to help professionals anticipate and respond to anxious,
hostile and violent behaviors with safe and effective methods. The training programs have proven effective in reducing the frequency andimpact of incidents resulting from aggressive behavior in the workplace. They boost the confidence of professionals, assist clients incomplying with regulatory obligations and create a safer environment for employees and the community at large.

CPI in brief(Fully consolidated company)
Offices in 3 countries,
which organize training
in some 17 countries

Over 10,000 clients and an installedbase of 39,000 “Certified Instructors”
who train over 1.4 million people each year

376 employees

World market leader$120.1 million
in sales in 2022

Adjusted EBITDA(1)of $61.9 million in 2022

Stake(2) heldby Wendel: around 96.3%

Amount invested(2) by Wendel:$569 million in December 2019(1) Adjusted EBITDA before goodwill allocation entries, management fees and non-recurring items. Post IFRS 16.
(2) Amount of equity invested by Wendel as of December 31, 2022, for the stake held at that date representing €511 million.

About CPIOn December 23, 2019, Wendel completed the acquisition of the
Crisis Prevention Institute (CPI). CPI, headquartered in Milwaukee,
Wisconsin, has been the world leader in behavior management andcrisis prevention training for over 40 years. CPI specializes in “train
the trainer” programs. These programs inteach and certify
individuals to instruct staff at their organizations to assess, manage,
and safely resolve instances of disruptive, aggressive or high-risk
behavior in the workplace. After taking a course, these employeesof CPI clients become Certified Instructors (CI). They then train theircolleagues with a view to issuing them CPI’s Blue CardTM
certification at the end of the program.
The company’s main clients are those in the fields of education andhealthcare in the US as well as other sectors where behaviors are a
key issue, particularly human services, corporate services andsecurity services. CPI has an installed base of around 39,000 active“Certified Instructors” who train over 1.4 million people a year. Overthe last 40 years, CPI’s certified instructors (CIs) have trained over
15 million professionals in17 countries around the world.

CPI is one of Wendel’s three current investments in the US
alongside Alphasense and ACAMS. Wendel has completed a totalof seven investments in the US, including the successful acquisitionof Deutsch, CSP Technologies, Coastal and Allied Barton.

Why did we invest in CPI?
CPI is the world leader in crisis management training and is seen byhealthcare and education professionals as the “gold standard”. The
company’s training programs have proven to be effective in
improving personal safety and focus on the appropriate responses
to high-risk situations. Moreover, they support staff retention andsignificantly reduce the likelihood of violence in the workplace aswell as its seriousness and related costs. Drawing on in-depth
knowledge of the relevant regulations at state and federal level,
which are constantly changing and expanding in scope, CPI helps
its clients to comply with regulatory requirements and to defend
themselves in the event of incidents.
CPI’s long-standing financial success is evidence of the quality ofservices the company offers its clients. CPI’s business model isstrengthened by its diverse customer base, a net retention rate ofover 100% and the relationships it has built over the past 43 years:
CPI's top 500 key clients have been customers for at least 20 years.
Wendel’s investment in CPI was motivated by the company’s ability
to expand this base, and to realize the significant potential for
growth in adjacent markets and services. Wendel is supporting CPI
management and employees in expanding the scope of theirservices and creating a global training platform with an evengreater impact.

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Highlights of 2022

Outlook for development

Crisis Prevention Institute recorded revenue of $120.1 million in
2022, up +15.1% in total compared to 2021, or +17.0% organically.
Foreign exchange impact was -1.8%.

CPI is benefiting from its position as leader in a market where
demand for training on preventing and de-escalating crisis
situations is increasingly high. CPI services are increasingly indemand due to a greater number of incidents and ever more
restrictive regulations introduced by state and federal government.
This is particularly true of educational and healthcare
establishments which currently represent the bulk of CPI’s sales.
This is also increasingly the case in other sectors where violence
and trauma in the workplace are commonplace. In addition tocontinuing these initiatives aimed at expanding in the UnitedStates, CPI is also investing in increasing its international presence,
which accounted for around 10% of sales in 2022, mainly to clientsin Canada, the United Kingdom and Australia. The company isconstantly evaluating and improving its training programs andteaching methods. It will continue to suggest improvements,
specialized services and new technological solutions over time inorder to equip clients who are exposed to varying degrees of risk,
enabling them to manage violence at work effectively.

The strong revenue growth was accompanied by an even stronger
EBITDA growth of +20.2% to $61.9 million. This corresponds with arecord margin of 51.5% over the period (+210 basis points versus2021). EBITDA benefited primarily from the flow-through of higher
sales to earnings, effective cost management, and early year laborvacancy. CPI’s operating costs, however, are expected to increasein 2023.
As of December 31, 2022, net debt totaled $300.6 million(1), or 4.9x
EBITDA as defined in CPI’s credit agreement, reflecting a c. 35%
decline in leverage levels since its acquisition in December 2019.

In millions of US dollars

Sales
EBITDA(1)2022 after IFRS 16

2021 after IFRS 16

Δ

120.1

104.3

+15.1%

61.9

51.5+20.2%As a % of sales

51.5%

49.4%

+210 bps

Net financial debt

300.6

322.6

-22.0

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

Top management

Wendel’s teamTony Jace, Chief Executive Officer

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

Susan Driscoll, President
Joy Krausert, Chief Financial Officer

Audit Committee: Harper Mates (Chairperson), Adam Reinmann
For more information: https://www.crisisprevention.com/(1) Including IFRS 16 impact. Net debt excluding IFRS 16 impact was $296.8m.

54  - 2022 Universal Registration Document

1!:-;-6<)<1767.C<0-:7=8
Portfolio companies$):3-<<

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

Tarkett in brief(Equity-method investment)
3rd largest manufacturerof flooring solutions worldwide

Approx. 12,000 employees

Sales in over 100 countries

34 industrial sites,
25 R&D laboratories and
8 recycling centers€3,358.9 million
in sales in 2022

EBITDA of€234.9 million in 2022(1)Stake(2) heldby Wendel: 23.4%

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

(1) Adjusted EBITDA. Including the impact of IFRS 16.
(2) Share of equity owned by Wendel as of December 31, 2022, net of treasury stock. Stake held via Tarkett Participation as part of the partnershipwith the Deconinck family.
(3) Amount of equity invested by Wendel as of December 31, 2022, for the stake held at that date through Tarkett Participation.

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

Tarkett has many strategic assets: a leading position as the world’s 3rd largest flooring supplierworldwide (based on 2022 sales); balanced

geographicalexposure

anddiversified

marketsegments;

 a product range among the widest in the flooring and sports
surface industry; long-term relationships with customers; special long-term relationships with fitters and contractors;
 a “GloCal” positioning; an eco-innovation pioneer; and an international and experienced management team.
For more information, please visit:https://www.tarkett-group.com/en/investors/

Wendel has invested a total of €222 million for a total stake of
25.9% of Tarkett Participation’s capital, representing a 23.4%
ownership of Tarkett.

For more information on sustainability:
https://www.tarkett-group.com/en/climate- circular-economy/

Top management

Wendel’s teamFabrice Barthelemy, Chief Executive Officer

Board of Directors of Tarkett Participation: Charles Goulet

Raphaël Bauer, Chief Financial Officer

Board of Directors of Tarkett SA: Charles Goulet (Observer)

Eric La Bonnardière, Chairman

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

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Portfolio companies



#

ACAMS is the world’s largest(1) membership organization dedicated to fighting financial crime
ACAMS is the world’s largest membership organization dedicated to ending financial crime through continuing professional education,
training and certifications, in the areas of Anti-Money Laundering (AML), financial crime prevention and sanctions compliance.

ACAMS in brief(Fully consolidated company from March 2022)
303 employees

Over 100,000 members

Presence in 180 countries
and jurisdictions

Global leader in anti-financial
crime professional education,
training and certifications$98.4 million
in sales in 2022(1)EBITDAof $19.4 million in 2022(1)Stake heldby Wendel: 98%

Amount invested(2) by Wendel:$338 million(1) Unaudited figures. EBITDA including Wendel's estimate of the operating expenses required to manage ACAMS' operations on an independentbasis.
(2) Amount of equity invested by Wendel in ACAMS in March 2022, representing €303 million.

Why did we invest in ACAMS?
On March 10, 2022, Wendel completed the acquisition of ACAMS(Association of Certified Anti-Money Laundering Specialists) from
Adtalem Global Education (NYSE: ATGE). This transaction valued
ACAMS' enterprise value at approximately $500 million(2). Wendel
invested approximately $338 million in equity and holds
approximately 98% of the company’s share capital alongside thecompany's management and a minority shareholder.
ACAMS is the world’s largest membership organization dedicatedto ending financial crime through continuing professional
education, training and certification in the areas of Anti-Money
Laundering (AML), financial-crime prevention and sanctions
compliance. The company benefits from a large global network ofover 100,000 members in more than 180 countries andjurisdictions. Of these members, nearly 55,000 professionals hold
CAMS certifications that require rigorous preparation, periodic
renewals, and continuing education and training, including
webinars and conference attendance. ACAMS employs 303
people, mainly in the United States, United Kingdom and Hong
Kong, who together serve a global customer base. The Company
generates around 60% of its sales outside of the United States andhas a long history of organic growth through global expansion andthe introduction of new programs aimed at supporting its
customers’ and members’ fight against an increasingly complex
financial-crime environment.
Wendel's investment is in line with Wendel’s stated objective of
accelerating the redeployment of capital to higher-growthcompanies that share the ESG values of the Wendel Group.

Highlights of 2022
On March 10, 2022, Wendel acquired ACAMS, a global leader in
professional education and training for anti-financial crime (AFC)professionals.
ACAMS reported 2022 revenue of $98.4 million(3), up +15.4% vs.
the same period in 2021. Organic growth was +15.9%, and theimpact of foreign exchange was -0.5%. Year-over-year growth was
driven by conference recovery and greater sales of Certifications,
Memberships and Training, particularly to large bank customers
across the globe. 2022 revenue growth benefited from theincreasing regulatory activity amidst the recent geopolitical turmoil.

(1) Based on public data.
(2) Net adjusted acquisition price of $487.5 million.
(3) Revenue is shown excluding the IFRS purchase price allocation entry related to deferred revenue.

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As of December 31, 2022, EBITDA(1) pro forma for the carve-out
was c. $19.4 million, resulting in a pro forma margin of 19.7%.
ACAMS is targeting go-forward EBITDA margin in excess of 20%.
As of December 31, 2022, net debt totaled $143.4 million(2) which
represents 5.9x EBITDA as defined in ACAMS’ credit agreement.
ACAMS’ cash flow generation was impacted by one-time
expenditures related to the carve-out, but ACAMS is expected todeliver cash conversion above 75% on a run-rate basis.(3)ACAMS’ separation from its prior parent company is nearlycomplete and is expected to be finalized during the first half of
2023.

Outlook for development
Over the past twelve months, ACAMS has successfully managed its
separation from its prior owner while accelerating investment in themembership organization, including resuming its global
conference activity, introducing new webinars, training andcertifications centered on emerging threat areas such as sanctions
and cryptocurrencies, and accelerating the expansion of its
membership base. The combination of these factors, supported by
the growing global need to stay ahead of an ever-changing threat
and regulatory environment, has supported ACAMS’ recent results.
The company is targeting double-digit organic revenue growth and>20% EBITDA margins over the next several years throughadditional investments in enterprise sales, enhanced engagementwith a growing membership base and the continued introductionof new programs and subject-matter expertise, which it intends todevelop organically or through acquisitions.

2022 after IFRS 16

2021 after IFRS 16

Δ

Revenue

98.4

85.3

+15.4%EBITDA(1)

19.4

16.0

+21.4%As a % of revenue

19.7%

18.7%

+100 bps(1)Net financial debt

143.4

n/a

In millions of US dollars(1) Estimated EBITDA, including Wendel's estimate of the operating expenses required to manage ACAMS' operations on an independent basis.

Top management

Wendel’s team

Scott Liles, Chief Executive Officer

Board of Directors: Adam Reinmann (Chairman), Harper Mates,
Jamie Fletcher, Caroline Bertin Delacour, Mel Immergut (Wendel
Senior Advisor)

Mariah Gause, Chief Operating Officer

Audit Committee: Jamie Fletcher (Chairman), Adam Reinmann,
Harper Mates, Caroline Bertin Delacour
For more information: acams.org(1) EBITDA post and before IFRS 16. There is no IFRS 16 impact on ACAMS. EBITDA is calculated on a pro forma basis that reflects full anticipated cost
structure required to operate on a standalone basis. EBITDA is before non-recurring items and goodwill allocation entries.
(2) Net debt post and before IFRS 16. There is no IFRS 16 impact on ACAMS. The acquisition of ACAMS was completed in March 2022, so there is nodata available at end of 2021.
(3) Defined as (EBITDA-CAPEX)/EBITDA.

 - 2022 Universal Registration Document57

1!:-;-6<)<1767.C<0-:7=8
Portfolio companies

'-6,-4:7?<0

Investing in high-growth companies
With Wendel Growth, Wendel invests directly or via funds in innovative, high-growth companies. Initiated in 2013, Wendel Growth has, todate, mainly made commitments to several high-quality technology and growth investment funds.
Wendel Growth is now looking for direct investment and co-investment opportunities in start-ups. Wendel's ambition is to invest up to €50
million per investment in scale-ups in Europe and North America. Priority is given to direct investments, while in parallel, Wendel Growth willcontinue to invest in funds.

Wendel Growth key figures>20 investments in funds

4 direct investments(1)€167 million in capital committed(2)(1) As of March 31, 2023. €37m has been committed with three new direct investments.
(2) As of December 31, 2022.

Why did we create Wendel Growth?
With Wendel Growth, Wendel aims to increase its exposure to thehigh-growth company sector. In the medium term, Wendel
Growth's exposure should represent €500 million.
Wendel Growth invests directly or through funds in innovative andhigh-growth companies. Wendel Growth should enable the Groupto be involved (via funds or directly) in the development of
hundreds of start-ups, mainly in the digital field.
Wendel Growth’s objective is twofold: todiversify Wendel’s portfolio by gaining exposure tohigh-growth assets, generally with a digital component or with
disruptive business models; and to develop the expertise of Wendel’s teams and those of its

Wendel Growth also seeks to add value to its investments byworking closely with four renowned Senior Advisors in technology
development and by relying on the significant expertise of
Wendel’s operational teams in structuring, M&A acquisitions orbusiness connections. Wendel’s international footprint, with its
network in the United States and its New York office, is a real asset
in helping entrepreneurs develop their companies.
Direct investments: Since 2022, Wendel Growth has been
accelerating its direct investments in order to build up a portfolio of
innovative, high-growth companies over the medium term byinvesting in two to four companies per year.
Wendel targets: direct investments, as leader or follower, from €10 to €50 million
in scale-ups (up to four investments per year)

portfolio companies in terms of technological innovations that
can impact or improve the Group’s value creation profile.

 companies with high-growth, high-margin businesses andWendel's evergreen capital is attractive to entrepreneurs who arelooking for a partner capable of supporting them over the longterm.

 start-ups in growth sectors, outside Wendel's ESG exclusion list,

double-digit annual growth with a target return of >25% IRR
such as BtoB SaaS software, marketplaces, fintech, digital health,defense, deeptech, technology-based services, etc.

 start-ups located in countries where Wendel already has
experience, mainly in Europe and the United States, where
Wendel has a large office in New York.

(1) Formerly Wendel Lab.

58  - 2022 Universal Registration Document!:-;-6<)<1767.C<0-:7=8
Portfolio companies

Investments in funds: Wendel Growth's fund investment strategy is
to invest primarily in funds located in the United States and Europe,in a diversified manner, from venture capital to growth capital,
while maintaining a steady investment rate to mitigate vintage risk.
Through its funds activity, Wendel Growth has access to renowned
institutions such as Accel Partners, Andreessen Horowitz (a16z),
Bond Capital, Innovation Endeavors, Kleiner Perkins, Quadrille,
Northzone, Redpoint and Insight.

Investments
This new team has already made three direct investments since thebeginning of 2023:

1

Sustainable development andnon-financial information
Investments made by Wendel Growth are in line with Wendel’s ESG
values and ethics. Investment opportunities are subject to ESG due
diligence during the investment phase. In particular, they are
subject to the exclusion list adopted by Wendel. Before investing ina fund, the ESG and Wendel Growth teams analyze the investment
policies of the funds in question and their suitability in light ofWendel’s exclusion list. Where possible, more in-depth ESG due
diligence is undertaken (HR policies, code of conduct,consideration of climate change, etc.). This practice is also
implemented as part of direct investments in growth companies.

 In January, €15 million invested in Tadaweb, which delivers
open-source intelligence (OSINT) platforms that enableorganizations to generate actionable intelligence by making
analysts' investigative methods hyper-efficient, reducing time toinsight from days to minutes.

 In February, €7 million in Brigad, an online tool connecting
self-employed professionals
establishments.

withhospitality

and

care

 Wendel signed an agreement early March to invest up to€15 million in convertible bonds and warrants in Preligens, theFrench pioneer in AI technology to empower intelligence andother defense applications. Preligens develops solutions toautomate the analysis of multi-source data and cue users
towards unusual events requiring their tradecraft.
In 2022, €51 million of new capital was committed. Total
commitments stood at €204 million as of March 17, 2023, of which€164 million in funds and around €40 million in direct investments.

 - 2022 Universal Registration Document591!:-;-6<)<1767.C<0-:7=860  - 2022 Universal Registration Document

2
 "! "$ &"

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

The Supervisory Boardand its operations
Supervisory Board Committees
Gender diversity policyin governing bodies
Corporate governance statement
The Executive Boardand its operations
Internal organization
Division of powers between the
Executive and Supervisory Boards
Compliance and ethical issues
involving the Group’s governingand supervisory bodies

!" %&! !!$"!$&-!$%
2.2.1

62
86

2.2.2

92
93

2.2.3

94
99
104



Compensation policy
for corporate officers
110
General information on thecompensation of corporate officers
for fiscal year 2022
119
Breakdown of compensation
paid in or awarded for 2022
to Executive Board members
and to the Chairman of theSupervisory Board, subject tothe shareholders’ vote
140

106

 - 2022 Universal Registration Document61

2

7:87:)<-7>-:6)6+Governing and supervisory bodies

This “Corporate governance” section includes extracts from the Supervisory Board’s report on Corporate Governance prepared pursuant to
Articles L. 22-10-20 and L. 22-10-34 of the French Commercial Code (Code de commerce). The Supervisory Board’s report also includes
information pertaining to Shareholders’ Meetings (section 8.4.4) and information that could have an impact in the event of a takeover bid(section 8.3.11). Lastly, it includes information regarding delegations of powers and authority for capital increases (section 8.3.7), and theobservations of the Supervisory Board (section 9.3). This report was issued by the Supervisory Board at its meeting on March 16, 2023, after
review by the Governance and Sustainability Committee.

 7>-:616/)6,;=8-:>1;7:AC*7,1-;
Since 2005, the Company has been governed by an Executive
Board and a Supervisory Board. The Company’s governancestructure was chosen to separate the executive functions,performed by the Executive Board, from the non-executivefunctions of control and supervision, performed by the Supervisory
Board on behalf of shareholders.

This section explains how the Company’s governing bodies
operate, their composition and the rules of ethics that apply tothem.

 $0-#=8-:>1;7:A7):,)6,C1<;C78-:)<176;
2.1.1.1 Composition of the Supervisory Board

Changes in the composition of the Supervisory Board

The Supervisory Board is composed of no less than 3 and no morethan 18 members.

The composition of the Supervisory Board has not changed since
the Shareholders’ Meeting of June 16, 2022. The Supervisory Board
is composed of ten members appointed by the Shareholders’Meeting and two members representing employees, appointed by
Wendel’s Social and Economic Committee, in accordance with thelegal and statutory provisions in force.

The members of the Supervisory Board are appointed by theshareholders, voting at the Ordinary Shareholders’ Meeting, for a
four-year term. They may be reappointed. In order to foster aharmonious turnover on the Supervisory Board and enable asmooth transition between the members of the Supervisory Board,
staggered renewals were organized in 2005 following the movetowards a dual structure.
The number of Supervisory Board members aged 70 or more may
not, after each Ordinary Shareholders’ Meeting, exceed one-thirdof the number of Board members in office. Should this proportion
be exceeded, the term of the oldest member of the Supervisory
Board, except for the Chairman, will end at the close of thefollowing Ordinary Shareholders’ Meeting.

62  - 2022 Universal Registration Document7:87:)<-7>-:6)6+Governing and supervisory bodies

2

As of December 31, 2022, the expiration dates for the terms of the members appointed by the Shareholders’ Meeting were as follows:
2023 Shareholders’ Meeting2024 Shareholders’ Meeting2025 Shareholders’ Meeting2026 Shareholders’ Meeting Gervais Pellissier Thomas de Villeneuve Bénédicte Coste Franca Bertagnin Benetton

 Jacqueline Tammenoms Bakker

 François de Mitry

 William Torchiana Humbert de Wendel

 Priscilla de Moustier Nicolas ver Hulst

Since 2014, the Company has been in compliance with the legal
requirements imposing a 40% proportion of women on the
Supervisory Board since this proportion is 40% excluding members
representing employees, and 50% when they are included. As ofthe publication of this Universal Registration Document, 4 womensit on the Supervisory Board: Franca Bertagnin Benetton, Bénédicte
Coste, Priscilla de Moustier, and Jacqueline Tammenoms Bakker,
Chairwoman of the Governance and Sustainability Committee.
Jacqueline Tammenoms Bakker, an independent member of theSupervisory Board since the Shareholders’ Meeting of 2015, has
expressed her intention to not seek the renewal of her term. The
appointment of Fabienne Lecorvaisier as an independent member
will be proposed to the Shareholders’ Meeting on June 15, 2023.
The renewal of the terms of office of Gervais Pellissier and Humbertde Wendel will also be submitted for approval at this meeting.

For more information concerning the proposed appointment ofFabienne Lecorvaisier and the renewal of the terms of office ofGervais Pellissier and Humbert de Wendel, see the “Succession
plan for the Supervisory Board” section below.
Subject to the approval of the Shareholders’ Meeting on June 15,2023, after the meeting, the Supervisory Board will be composed of
12 members, including two members representing employees, i.e.: 40% of women excluding members representing employees
and 50% when they are included; and 40% independent members, excluding members representing
employees.

 - 2022 Universal Registration Document63

2

7:87:)<-7>-:6)6+Governing and supervisory bodies

Supervisory Board members at April 14, 2023
Numberof offices
held inotherlistedGender Age Nationality companies

Name

Nicolasver HULST

M

69

Position ontheSupervisory
Board

Chairman

Date first
appointed totheSupervisory
Board

IndepenNumber ofdent asYears Wendel SE
definedofsharesin theDate service held as ofCom- Afepcurrent on the
Dec. 31, mittee Medef
term ends Board
2022 member CodeFrench-May 18, 2017 2025 AGM

June 5, 2015 2023 AGM

5

906

-

7

500

ARCC
and
GSC




GervaisPELLISSIER

M

63

FrenchVice-Chairman
and Lead
MemberFrancaBERTAGNIN BENETTON

F

54

Italian1

MemberMay 17, 2018 2026 AGM

4

500

ARCC

Bénédicte
COSTE

F

65

French-MemberMay 28, 2013 2025 AGM

9

1,060

GSC

Memberrepresenting
employees

January 1,
2021 12/31/2024

2

687

ARCC

HarperMATES

F

40 American

Françoisde MITRY

M

57

Luxembourger-

MemberJune 29, 2021 2025 AGM

1

3,000

Priscillade MOUSTIER

F

70

French-MemberMay 28, 2013 2025 AGM

9150,443

GSC
ARCC
and
GSC

Jacqueline
TAMMENOMS BAKKER
SophieTOMASI PARISE

F

F

69

44

Dutch

1

MemberJune 5, 2015 2023 AGM

7500

FrenchMemberrepresenting
employees

September 5,2018 11/20/2026

4

4,174

GSC

William
TORCHIANA

M

64 American-

MemberJune 15, 2022 2026 AGM

0

2,000

ARCC
and
GSC

Thomasde VILLENEUVE

M

50

French-MemberJuly 2, 2020 2024 AGM

2

500

GSC

Humbertde WENDEL

M

66

French-MemberMay 30, 2011 2023 AGM

11225,064

ARCC

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

12 members including 2 employee representatives
4

45

independent
members

womennationalities
French40%(1)

40%(2)

AmericanItalianLuxembourger
Dutch(1) Excluding members representing employees

64  - 2022 Universal Registration Document(2) Excluding members representing employees (50% when these are included)7:87:)<-7>-:6)6+Governing and supervisory bodies

2

The Supervisory Board’s diversity policy
The Supervisory Board considers that the diversity and the range of necessary expertise of its members’ profiles are strengths and enhance
its contribution to good governance. The Governance and Sustainability Committee conducts its search and selection of new members witha view to promoting a variety of skills and nationalities, gender diversity and a balanced representation of independent members. The key
skills of each member of the Supervisory Board are summarized in the table below.

Skills of the Supervisory Board members
Private equity& investment

Leadership











Nicolas ver Hulst
Gervais PellissierFranca Bertagnin Benetton

Finance

ESG

International
experience








Bénédicte Coste
Harper Mates

François de Mitry








Priscilla de MoustierJacqueline Tammenoms Bakker













25%

50%

Sophie Tomasi Parise
William Torchiana







42%

75%

42%

Thomas de Villeneuve
Humbert de Wendel
TOTAL

The Supervisory Board has drawn up a skills matrix, which it
periodically reviews, to identify the experiences and qualifications
that should be strengthened within the Board, in particular withregard to changes in strategic objectives. In 2022, the analysis of
the results of this matrix, in addition to the results of the Board’s
annual assessment of its composition, showed that the Supervisory
Board would benefit from the addition of the following skills:



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

 international experience; operational leadership experience; skills in investment or M&A, finance and ESG.

 - 2022 Universal Registration Document65

2

7:87:)<-7>-:6)6+Governing and supervisory bodies

Independence of Supervisory Board members
The Supervisory Board is designed to guarantee impartial
deliberation and includes members who qualify as independent. It
reviews the independence of its members every year.

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

The Supervisory Board adopts the following definition of“independent member”, as defined by the Afep-Medef Code: “Adirector is independent when he or she has no relationship of any
kind whatsoever with the corporation, its Group or its managementthat may interfere with his or her freedom of judgment”.

 the companies involved in the business relationship;

At their respective meetings on March 15 and 16, 2023, theGovernance and Sustainability Committee and the Supervisory
Board reviewed the independence of each member based on thefollowing criteria, in accordance with recommendation 10.5 of the
Afep-Medef Code, to establish that they: the significance of the business relationship with regard to (i) the the nature of the business relationship (customer/supplier/management position/member of a governance body), as wellas its frequency; andrevenue generated between the parties concerned, and (ii) the
existence or absence of economic dependence or exclusivity
between the parties.

Company, employees, executive corporate officers or directorsof the parent company or of a company consolidated by it,either currently or at any time in the five previous years;

As in previous years, the independence of Gervais Pellissier was
examined in detail because of his business relationship with IHS, a
Wendel portfolio company, and Orange, IHS client and Gervais
Pellissier’s employer. The Supervisory Board confirmed Gervais
Pellissier’s independence given that: were not executive corporate officers of a company in which the Gervais Pellissier no longer holds an executive position at

Company holds, directly or indirectly, a directorship, or in which
an employee designated as such or an executive corporate
officer of the Company (current or in the last five years) holds a
directorship;

Orange since stepping down as Deputy Chief Executive Officer
after December 1, 2022;

 were not employees or executive corporate officers of the were not customers, suppliers, investment bankers or corporatebankers:
 of the Company or the Group to a significant extent, or for which the Company or the Group accounts for a significant

portion of the business; did not have family ties with a corporate officer of the Company;
 have not been a Statutory Auditor of the Company during theprevious five years; and have not been directors of the Company for more than 12 years.
Directors may no longer be classified as independent after
12 years.

 the revenue generated between parties is not material; since the IPO of IHS, Wendel no longer has any influence over
IHS and no longer accounts for IHS on an equity basis; and when he was Deputy Chief Executive Officer at Orange, therelations between Orange and IHS were not within Gervais
Pellissier’s remit or under his responsibility.
Following the review of the independence of its members, theSupervisory Board estimated that on March 16, 2023, 4 out of 10
members, i.e., 40%(1), met the independence criteria set by the
Afep-Medef Code: Franca Bertagnin Benetton, Gervais Pellissier,Jacqueline Tammenoms Bakker and William Torchiana. The
composition of the Supervisory Board therefore complies withrecommendation 10.3 of the Afep-Medef Code, which advocatesthat at least one-third of the Board members of controlled
companies be independent.

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

66  - 2022 Universal Registration Document7:87:)<-7>-:6)6+Governing and supervisory bodies

Lead Member of the Supervisory Board
Gervais Pellissier, independent Vice-Chairman of the Board, wasappointed as Lead Member of the Supervisory Board in
October 2018. His role is to: interact with Wendel shareholders who request it; represent the independent members of the Board vis-à-vis theother members of the Board and the Executive Board; conveneand chair meetings of the independent members; and prevent, examine and handle potential or actual conflicts ofinterest with the majority shareholder.
In 2022, Gervais Pellissier met with the Company’s institutional
investors, which facilitated direct dialogue on certain issues.
Gervais Pellissier subsequently reported on these meetings to theBoard.

The succession plan for the Supervisory Board was drawn up
following the work carried out by the Governance and Sustainability
Committee in early 2022. It was adopted by the Supervisory Board,
without the presence of the Executive Board (executive session), at
its meeting of March 9, 2022.
It is reviewed by the Committee and the Chairman of theSupervisory Board at least once a year and whenever necessary. It
was reviewed in January 2023, which allowed the Committee toestablish its recruitment priorities for the coming years. The newversion of the succession plan was adopted by the Governance andSustainability Committee on January 31, 2023.
The plan specifies the characteristics of the Board’s composition, as
well as the data that will make it possible to monitor changes. It
describes the assumptions leading to the organization of thesuccession of Board members, according to different time-frames:
situations: unforeseen
incapacity, resignation or death;circumstances

The Committee may call on a recruitment firm to assist it, and may
also ask the members of the Executive Board for their opinion. The
selection procedure is adapted to the type of appointment –independent member or member of the Wendel family. Wheneverpossible, the Committee submits one (or ideally, two) candidates tothe Board for a decision. The appointment of the candidate
selected by the Supervisory Board is then placed on the agenda of
the next Shareholders’ Meeting.
In 2022 and in early 2023, a process for selecting a new
independent member of the Supervisory Board was set up
according to the main steps described below:

 basedon the recommendation of the Governance andSustainability Committee, the Supervisory Board defined therequired profile taking into account the diversity policy, skills
matrix and expectations in terms of contribution to its work; the Governance and Sustainability Committee selected a

Succession plan for the Supervisory Board short-term

2

such

as

 medium-term situations: dismissal from office; and long-term situations: expiration of the term of office, reaching
the age limit or loss of independent status due to the length of
the term of office.
Where appropriate, the plan provides for the replacement of themember(s) concerned, and describes the role of the Governanceand Sustainability Committee. The process for selecting the newmember(s) is also detailed. It is based on the preparation of acandidate profile by the Board, taking into account the Supervisory
Board’s diversity policy, general personal and professional criteria
expected of all candidates, as well as specific criteria to tailor the
search to particular needs, taking into account, in particular,changes in the Group’s governance, its strategic orientations andnew trends and priorities.

recognized international recruitment firm to help identify
potential candidates;

 the interested candidates who matched the search criteria wereinterviewed by the Chairman of the Supervisory Board and a
sub-group of the Governance and Sustainability Committee;

 the finalists met with the other members of the Governance andSustainability Committee, certain members of the Supervisory
Board and the Chairman of the Executive Board.
At the end of this process, the Supervisory Board selected
Fabienne Lecorvaisier, whose appointment will be submitted to the
Shareholders’ Meeting of June 15, 2023. The Board highlighted herrich professional background: Fabienne Lecorvaisier served as
Finance and Information Systems Director of Essilor America in
New York before being appointed as Chief Financial Officer for the
Essilor group and Chief Financial Officer at Air Liquide, where she
now holds the position of Executive Vice-President in charge of
Sustainable Development, Public and International Affairs, Social
Programs and General Secretariat. With her experience as a
non-executive officer (as a member of the Board of Directors of
Sanofi and Safran), Fabienne Lecorvaisier will bring to theSupervisory Board her strategic vision, her American experience,
her expertise in mergers and acquisitions, and her knowledge of
ESG issues.
Subject to her appointment, Fabienne Lecorvaisier will join the
Audit, Risks and Compliance Committee, which will benefit fromher financial expertise, her skills in risk control and her experiencein non-financial reporting.
The Board took note of Fabienne Lecorvaisier’s intention toterminate her duties with Air Liquide as of May 4, 2023 to focus on
her non-executive directorships.

 - 2022 Universal Registration Document67

2

7:87:)<-7>-:6)6+Governing and supervisory bodies

The renewal of the terms of office of Gervais Pellissier and Humbertde Wendel is also submitted to shareholders’ approval. In
particular, the Board highlighted the following: for Gervais Pellissier: his financial expertise and executive
management experience within the Bull group and the Orange
group;

 for Humbert de Wendel: his financial expertise and knowledgeof the industrial sector acquired during his career with the Totalgroup.
These skills are relevant to the Supervisory Board, which also values
the qualitative contributions of Gervais Pellissier and Humbert de
Wendel to the work of the Board and of the Audit, Risks andCompliance Committee throughout their terms of office.

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

68  - 2022 Universal Registration Document

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

 Nicolas ver Hulst, Bénédicte Coste, François de Mitry, Priscilla deMoustier, Thomas de Villeneuve and Humbert de Wendel are
members of the Wendel family. They are also directors ofWendel-Participations SE, the Company’s main shareholder,which represents the interests of Wendel family members.
PriscilladeMoustieris
Chairman
andCEOofWendel-Participations SE; and Thomas de Villeneuve and François de Mitry hold positions ininvestment funds that may compete with Wendel.
To the Company’s knowledge, there is no existing or potential
conflict of interest that has not been handled in accordance withthe conflict of interest management procedure specified in theinternal regulations of the Supervisory Board and described in
section 2.1.8.2 – Business ethics, under “Conflicts of interest”.
The Supervisory Board members have no family ties with the
Executive Board members.
Restrictions on the sale of shares held by the members of theSupervisory Board are described in section 2.1.8.1 – Market ethics.

7:87:)<-7>-:6)6+Governing and supervisory bodies

2

2.1.1.2 Information regarding members of the Supervisory Board

Career path:
Nicolas ver Hulst is a graduate of École Polytechnique and holds an MBA from INSEAD.
He began his career at the French department of Telecommunications before joining BNP.
From 1985 to 1995, he worked in various positions at CGIP, including as head of businessdevelopment.
From 1989 to 2017, he held management positions at Alpha Associés Conseil, initially as an
Executive Board member, then as CEO, and from 2007 as Chairman. His term of office at
Alpha Group ended on October 16, 2017.
Other appointments and positions held as of December 31, 2022:
Wendel Group:
Director of Wendel-Participations SE
Other:
Nicolas ver HULSTMember of the Supervisory Board of Qovetia
Member of the Supervisory Board of MPM Advisors

Chairman of the Supervisory Board

Director of Septagon Sicav

Date first appointed: May 18, 2017Manager of Milkyway Capital Soparfi

Current term expires:
AGM to be held in 2025
Born on August 21, 1953
French nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
FranceManager of Northstar SC
Manager of Orion SC
Director of Midas Wealth Management
Director of Centre Pompidou-Metz
Appointments expired in the last five years:
Member of the Executive Board of Alpha Associés Conseil
Chief Executive Officer of Glacies Holding
Director of Cyrillus-Vertbaudet
Member of the Supervisory Board of Financière Ramses
Number of Wendel shares held as of December 31, 2022: 906

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7:87:)<-7>-:6)6+Governing and supervisory bodies

Career path:
Gervais Pellissier is a graduate of HEC, as well as Berkeley in California and the University of
Cologne in Germany. He joined Bull in 1983 and held positions of increasing responsibility infinance and management control in France, Africa, South America, and Eastern Europe. In
1994, he was appointed Chief Financial Officer of the Services and Systems Integration
division, and then of the IT Outsourcing division. He became Director of Management
Control at Bull and in 1998, its Chief Financial Officer.
From April 1, 2004, to February 1, 2005, Gervais Pellissier was the Associate Manager
guiding the Board of Directors and Deputy Chief Executive Officer of Bull. From
February 2005 to mid-2008, he was Vice Chairman of the Board of Directors of Bull.
He joined the France Télécom Group on October 17, 2005, and was appointed CEO ofFrance Télécom Operadores de Telecomunicaciones in November 2005. ln this role hemerged France Télécom’s landline and mobile activities in Spain into a single structure.

Gervais PELLISSIER
Vice-Chairman of the Supervisory Board
Lead Member of the Board
Chairman of the Audit, Risks
and Compliance Committee
Member of the Governanceand Sustainability Committee
Independent member
Date first appointed: June 5, 2015
Current term expires:
AGM to be held in 2023
(renewal submitted)
Born on May 14, 1959
French nationality
Business address:
Orange78, rue Olivier-de-Serres
75015 Paris
FranceFrom January 2006 to February 2009, he served as a member of France Télécom’s General
Management Committee, in charge of Finance and Operations in Spain. From March 2009
to March 2010, he served as the Executive Vice-President in charge of Finance andInformation Systems.
In November 2011, Gervais Pellissier was appointed Deputy Chief Executive Officer ofFrance Télécom-Orange, which became Orange on July 1, 2013, retaining the full scope of
his activities. On September 1, 2014, he was appointed Deputy Chief Executive Officer,
Executive Director in charge of European operations (excluding France).
In May 2018, Gervais Pellissier took over new responsibilities in the Orange Group Executive
Committee as the group’s Deputy CEO for Transformation, as well as Chairman of Orange
Business Services.
From September 1, 2020 to December 1, 2022, Gervais Pellissier was Deputy CEO, Human
Resources and Group Transformation Director and Chairman of Orange Business Services.
Since December 1, 2022, Gervais Pellissier has been advisor to the CEO of Orange.
He holds two of France’s highest honors: Knight of the Legion of Honor and Officer of the
National Order of Merit.
Other appointments and positions held as of December 31, 2022:
Orange Group:
Chairman of the Board of Directors of Orange Business Services since 2018
Director of Orange Spain since 2006 and Chairman since 2016
Other:
Founder and director of the Fondation des Amis de Médecins du Monde since 2014
Appointments expired in the last five years:
Deputy Chief Executive Officer of Orange SA
Member of the Supervisory Board of Orange Polska SA
Director of Orange Horizons
Director of Mobistar/Orange Belgium
Number of Wendel shares held as of December 31, 2022: 500

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2

Career path:
Franca Bertagnin Benetton is a graduate of Boston University and holds an MBA from
Harvard University (1996).
She started her career at Colgate Palmolive in Global Business Development, in New York
(USA) and Hamburg (Germany), as Product Manager.
She later worked at Bain & Co in Italy until joining the Benetton group in 1997.
In 2003, she moved to the investment sector, managing a diversified portfolio of private andpublic investments as CEO of her family office Evoluzione (until 2021) and CEO of
Evoluzione 2 (since 2021) and BCapital (since 2022).
She is a director of Benetton Group (since 2013), Autogrill Spa (since 2017), Telepass Spa
and Fondazione Benetton (since 2019). She has also been a director of Edizione, theinvestment holding company of the Benetton family, for 16 years.
She currently serves on the European Advisory Board of the Harvard Business School andthe International Advisory Board of Boston University.
Franca BERTAGNIN BENETTON

Other appointments and positions held as of December 31, 2022:

Member of the Supervisory Board

CEO of BCapital Srl

Member of the Audit, Risks
and Compliance Committee

CEO of Evoluzione 2 Srl

Independent member

Director of Benetton Srl

Date first appointed: May 17, 2018
Current term expires:
AGM to be held in 2026
Born on October 23, 1968
Italian nationality
Business address:
Evoluzione 2 Srl
Piazza Rinaldi, 1031100 Treviso
Italy

Director of Autogrill Spa (listed company)
Director of Telepass Spa
Director of Fondazione Benetton
Appointments expired in the last five years:
Director of Edizione Srl
CEO of Evoluzione Spa
Director of Aidaf, the Italian Chapter of FBN (Family Business Network)
Number of Wendel shares held as of December 31, 2022: 500

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7:87:)<-7>-:6)6+Governing and supervisory bodies

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

Other appointments and positions held as of December 31, 2022:
Wendel Group:
Director of Wendel-Participations SE

Date first appointed: May 28, 2013

Other:

Current term expires:
AGM to be held in 2025

Chairwoman of Association samarienne de défense contre les éoliennes industrielles

Born on August 2, 1957
French nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France72  - 2022 Universal Registration Document

Chairwoman and CEO of Financière Lamartine
Chairwoman of Fédération Stop Eoliennes Hauts de FranceManager of SCEA Domaine de Tailly (farm)Manager of Groupement forestier de la Faude
Appointments expired in the last five years: none
Number of Wendel shares held as of December 31, 2022: 1,060

7:87:)<-7>-:6)6+Governing and supervisory bodies

2

Career path:
Harper holds an MBA from Harvard Business School and a BA from the University of
Wisconsin-Madison.
Harper Mates is a Managing Director and member of the Investment Committee of Wendel.
Prior to joining the New York office in 2015, Harper was a Vice-President at MidOcean
Partners, a US middle-market private equity fund, where she was responsible forinvestments in the Services and Media sectors.
She began her career at J.P. Morgan Chase as an analyst, then worked as an associate at
Citi Private Equity.
Other appointments and positions held as of December 31, 2022:
Wendel Group:Managing Director at Wendel
Director of Elevator Holdco Inc. (Crisis Prevention Institute)
Harper MATES

Director of Avalon Parent Holdco, Inc (ACAMS)

Member of the Supervisory Board,
member representing employees

Appointments expired in the last five years: none

Date first appointed: January 1, 2021
Current term expires: December 31, 2024

Number of Wendel shares held as of December 31, 2022: 687

Born on June 10, 1982
American nationality
Business address:
Wendel North America
101 Park Avenue, 46th Floor
New York, NY 10178
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7:87:)<-7>-:6)6+Governing and supervisory bodies

Career path:
François de Mitry holds a Master’s degree in Economics and a postgraduate diploma in
Finance from Dauphine Paris University and the Institut d’études politiques in Paris.
He began his career in the M&A team of HSBC in London. He joined Société Générale in1991 as business manager of the LBO/Financing department, and then as deputy director
from 1994.
He then joined in 1997 the alternative asset manager Intermediate Capital Group Plc (ICG) in
London, of which he became Managing Director in 2005.
Between 2004 and 2012, François de Mitry was a member of the Wendel Supervisory
Board.
In 2012, he joined the investment fund Astorg in London, of which he became managing
partner in 2018. Astorg primarily invests in software, healthcare, business services andtechnology-based industrial companies, in Europe and in the USA.
Other appointments and positions held as of December 31, 2022:
François de MITRY

Wendel Group:
Director of Wendel-Participations SE

Member of the Supervisory Board

Other:

Member of the Audit, Risks
and Compliance Committee

Manager of Astorg Asset Management

Date first appointed: June 29, 2021

Class A Manager of Astorg Advisory Services Mid-Cap

Date current term ends:
AGM to be held in 2025

Manager of Astorg Advisory Services Growth Luxembourg

Born on January 27, 1966
Luxembourg nationality
Business address:
Astorg3 St James Square
London SW1 Y4JU3
United Kingdom

Manager of Astorg GroupManager of Astorg Advisory Services
Director of Astorg Advisory Services Growth UK BranchManager of Astorg Advisory Services Niederlassung Deutschland
Member of the Supervisory Board of Saphilux
Class A Manager of Saphilux GP
Manager of AAM UK Branch, AAS UK Branch
Director of Axiom UK Midco Ltd, Axiom UK Topco Ltd, Axiom UK Nominee Ltd
Director of A7 Invest Bidco Ltd
Director of Cidron Healthcare IT 4 Ltd
Member of the Supervisory Board of Loire UK Holdco Ltd
Director of TopNexus Ltd
Director A of Greyhound Dutch Topco BV
Director of Cronos Holdings Ltd
Manager of Foreigner Topco SARLManager of Infinity Luxco
Member of the Supervisory Board of Solina Group Holding
Appointments expired in the last five years:
Class A Manager of Hosta/Megadyne
Advisor of Megadyne Spa
Director of Audiotonix Group Ltd
Director of Audio UK 2, Audio UK 3, A6 Audio Bidco Ltd
Managing Director of Astorg Partners UK Branch
Chairman of the Board of French Park 1/Parkeon
Member of the Supervisory Board of Flowbird Holding 1
Director of Tremolo Holdco Ltd, Tremolo Bidco Ltd, Tremolo Midco Ltd
Number of Wendel shares held as of December 31, 2022: 3,000

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2

Career path:
Priscilla de Moustier holds an MBA from Insead, a bachelor’s degree in mathematics and amaster’s degree in economics from the Paris University as well as the diploma of the Institutd’études politiques.
After negotiating the sale of turnkey manufacturing facilities for Creusot-Loire Entreprises
and working as a consultant at McKinsey, she joined Berger-Levrault, where she was
responsible for new project developments in the Metz technology park.
Since 1997, she has been the interface between Wendel and Insead for the Wendel Chair
dedicated to family-owned businesses, created by Wendel and which became the Wendel
International Center for Family Enterprise in 2004.
She also represents Wendel-Participations in the Family Business Network.
Other appointments and positions held as of December 31, 2022:
Wendel Group:
Priscilla de MOUSTIER
Member of the Supervisory Board

Chairman and CEO of Wendel-Participations SE
Other:
Chairwoman of the Supervisory Board of Oxus Holding

Member of the Governanceand Sustainability Committee

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

Date first appointed: May 28, 2013

Chairwoman of Fondation Acted

Current term expires:
AGM to be held in 2025

Director of Acted

Member of the Supervisory Board of F-451

Director of Somala (Marais de Larchant SA)

Born on May 15, 1952
French nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
FranceAppointments expired in the last five years:
Director of the American Library of Paris
Director of FBN International
Number of Wendel shares held as of December 31, 2022: 150,443 - 2022 Universal Registration Document75

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7:87:)<-7>-:6)6+Governing and supervisory bodies

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

Jacqueline TAMMENOMS BAKKER

Other appointments and positions held as of December 31, 2022:
Member of the Supervisory Board of Boskalis (listed company)

Member of the Supervisory Board

Member of the VEUO Board (NL Association of listed companies)

Chairwoman of the Governanceand Sustainability Committee

Member of the Advisory Board of the Netherlands Growth Fund

Member of the Audit, Risks
and Compliance Committee

Appointments expired in the last five years:

Independent member
Date first appointed: June 5, 2015
Current term expires:
AGM to be held in 2023
Born on December 17, 1953
Dutch nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France76  - 2022 Universal Registration Document

Member of the Supervisory Board of TomTom (2014-22)
Member of the Supervisory Board of CNH Industrial (2012-21)
Member of the Supervisory Board of Unibail Rodamco (2015-20)
Chairwoman of the Board of the Van Leer Group Foundation (2011-20)
Number of Wendel shares held as of December 31, 2022: 500

7:87:)<-7>-:6)6+Governing and supervisory bodies

2

Career path:
Sophie Tomasi Parise holds postgraduate degrees in corporate and tax law from the
University of Cergy Pontoise and the University of Montpellier.
She started her professional career with Wendel (CGIP at the time) in 2001 as a juniormember of the tax team, with a main focus on tax compliance.
She has gradually taken charge of tax audits, the supervision of tax compliance and the tax
coordination of certain M&A projects and deals.
Other appointments and positions held as of December 31, 2022:
Wendel Group:
Wendel Deputy Tax Director
Appointments expired in the last five years: none
Sophie TOMASI PARISE
Member of the Supervisory Board,
member representing employees

Number of Wendel shares held as of December 31, 2022: 2,941 shares and7,445.16 FCPE Wendel shares (equivalent to 1,233 Wendel shares at that date)Member of the Governanceand Sustainability Committee
Date first appointed: September 5, 2018
Current term expires: November 20, 2026
Born on April 19, 1978
French nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France - 2022 Universal Registration Document77

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7:87:)<-7>-:6)6+Governing and supervisory bodies

Career path:
William D. Torchiana holds a BA from Stanford University and a Juris Doctor from the
University of Pennsylvania Law School.
He has spent his entire career with the law firm Sullivan & Cromwell LLP, which he joined as
an associate in 1986 and where he has been a partner since 1995, in the Financial
Institutions department. He was also Managing Partner of the Paris office from 2004 to
2018. He is a member of the New York and Paris bars.
Other appointments and positions held as of December 31, 2022:
Director and member of the Executive Committee of the American Hospital of Paris
Member of the Insurance Policy Advisory Committee (IPAC) of the United States Federal
Reserve
Chairman of the Board of the American Library of Paris
William D. TORCHIANAMember of the Supervisory Board
Member of the Audit, Risks
and Compliance Committee
Member of the Governanceand Sustainability Committee
Independent member
Date first appointed: June 16, 2022
Date current term ends:
AGM to be held in 2026
Born on September 19, 1958
American nationality
Business address:
Sullivan & Cromwell
51 rue de la Boétie
75008 Paris
France78  - 2022 Universal Registration Document

Appointments expired in the last five years: none
Number of Wendel shares held as of December 31, 2022: 2,0007:87:)<-7>-:6)6+Governing and supervisory bodies

2

Career path:Thomas de Villeneuve is a graduate of École des hautes études commerciales (HEC).
He began his career as a consultant at strategic consultancy firm The Boston Consulting
Group, in Paris and New York, from 1994 to 2001.
He then joined the private equity firm, Apax Partners, specialist in the mid-market segment
in France, Italy and Benelux, where he is now Managing Director, responsible for investmentin the fields of telecom/media/technologies.
In the course of his career he has been a member of a number of company Boards and, inparticular, director of the listed company Altran Technologies, an international engineeringand research and development firm, for around 10 years.
Other appointments and positions held as of December 31, 2022:
Wendel Group:
Director of Wendel-Participations SE
Thomas de VILLENEUVE

Other:

Member of the Supervisory Board

Director of Apax Partners SAS

Member of the Governanceand Sustainability Committee

Director of the association We2Go

Date first appointed: July 2, 2020

Director of Clarisse SA
Managing Director of Société Civile Hermine
Director MelitaLink Advisor Limited (Malta)

Date current term ends:
AGM to be held in 2024

Director MelitaLink Management Limited (Malta)

Born on May 19, 1972

Member of the Supervisory Board of Oditop SAS

French nationality

Chairman of Apax Avenir SAS

Business address:
Apax Partners
1 rue Paul Cézanne
75008 Paris
FranceManaging Director of SCI La Valentine

Director of Destilink BV (Belgium)
Chairman of Graifin SAS
Member of the Supervisory Board of Grailink SAS
Director of Efficy SA
Member of the Supervisory Board of Ristretto Topco BV (Netherlands)
Appointments expired in the last five years:
Chairman and Board member of A Stichting Administratiekantoor ShadesofGreen Capital(Netherlands)
Permanent representative of Destilink Finco BV (Belgium)
Director of Altran Technologies (listed company)
Class A Manager of Cabolink SARL (Luxembourg)Manager of Cabolink Gérance SARL (Luxembourg)Class A Manager of Cabolink Holdco SARL (Luxembourg)
Chairman & Non-Executive Board member of Experlink Holding B.V. (Netherlands)
Chairman and Board member of A ShadesofGreen Capital B.V. (Netherlands)
Managing Director of Experlink BV (Netherlands)
Director of Comitium SAS
Director of Comitium HoldCo SAS
Number of Wendel shares held as of December 31, 2022: 500

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7:87:)<-7>-:6)6+Governing and supervisory bodies

Career path:
Humbert de Wendel is a graduate of the Institut d’études politiques de Paris and ESSEC.
He has spent his entire career with the Total Group, which he joined in 1982, mainly holding
positions in the Finance department, first heading trading floor operations and then financial
operations, successively, for several divisions in the group. He also spent several years in
London at the finance division of one of Total’s joint ventures.
Director of acquisitions and divestments and in charge of the group’s corporate businessdevelopment from 2006 to 2011, he was Director of Financing and Cash Management andTreasurer of the group until 2016.
Other appointments and positions held as of December 31, 2022:
Wendel Group:
Director of Wendel-Participations SE
Other:
Humbert de WENDEL
Member of the Supervisory Board
Member of the Audit, Risks
and Compliance Committee
Date first appointed: May 30, 2011
Current term expires:
AGM to be held in 2023
(renewal submitted)
Born on April 20, 1956
French nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
France80  - 2022 Universal Registration Document

Manager of OGQ-L SÀRLAppointments expired in the last five years: none
Number of Wendel shares held as of December 31, 2022: 225,064

7:87:)<-7>-:6)6+Governing and supervisory bodies

2

New member of the Supervisory Board whose appointment is proposedto the Shareholders’ Meeting of June 15, 2023

Career path:
Fabienne Lecorvaisier is a graduate of École Nationale des Ponts et Chaussées, with adegree in civil engineering.
After eight years in banking (Société Générale, Barclays, Banque du Louvre) where she
worked in project financing and mergers and acquisitions, Fabienne Lecorvaisier joined theEssilor group in September 1993 as Development Director. In January 1996, she wasappointed Finance and Information Systems Director of Essilor America (in New York for 3
years), before being appointed Chief Financial Officer in January 2001 and Chief Strategy
and Acquisitions Officer in January 2007. Fabienne Lecorvaisier joined Air Liquide in 2008.
From 2008 to 2021, she was Chief Financial Officer of the Air Liquide Group. She iscurrently Executive Vice-President in charge of Sustainable Development, Public andInternational Affairs, Social Programs and General Secretariat. She has been a member ofthe Executive Committee of Air Liquide since 2008.
Fabienne Lecorvaisier will terminate her duties with Air Liquide as of May 4, 2023 to focus
on her non-executive directorships.
Fabienne LECORVAISIER
Member of the Supervisory Board
Member of the Audit, Risks
and Compliance Committee
Independent member
Date first appointed: June 15, 2023

Other appointments and positions held as of December 31, 2022:
Executive Vice-President in charge of Sustainable Development, Public and International
Affairs, Social Programs and General Secretariat of Air Liquide (listed company)
Director of Air Liquide International
Director of Air Liquide FinanceDirector of The Hydrogen Company
Executive Vice-President of Air Liquide International Corporation

Date current term ends:
AGM to be held in 2027

Director of American Air Liquide Holdings, Inc.

Born on August 27, 1962

Director of Sanofi (listed company)

French nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
FranceDirector of Safran (listed company)

Appointments expired in the last five years:
President of Air Liquide US LLC
Director of Air Liquide Eastern Europe
Director of ANSA (Association Nationale des Sociétés par Actions)
Chairman and Chief Executive Officer of Air Liquide Finance
Number of Wendel shares held as of December 31, 2022: none - 2022 Universal Registration Document81

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7:87:)<-7>-:6)6+Governing and supervisory bodies

2.1.1.3 Preparation and organizationof the Board’s proceedings
The Supervisory Board’s internal regulations set down the rights
and responsibilities of the members of the Board, state the criteria
for evaluating the independence of said members, and describe
the composition and the duties of the Board and its Committees.
They also set out the rules for managing conflicts of interest andmarket ethics (see section 2.1.8 – Compliance and ethical issues
involving the Group’s governing and supervisory bodies). They are
regularly reviewed and updated. The latest changes, dated
November 30, 2022, included the following: the granting of new ESG responsibilities to the two Board
Committees (see detailed information in section 2.1.2);

 the implementation of legal and regulatory updates as well as
updates related to the recommendations of the Afep-Medef
Code and recent changes in the Company’s practices (e.g.,reference to the written consultation, the Board’s succession
plan and the Charter for the evaluation of related-party
agreements and ordinary agreements);

 changes in certain stipulations in line with market practices(reinforced confidentiality obligation).

The members of the Supervisory Board agree to comply with alllegal and regulatory obligations as well as all requirements set forthin the Company’s by-laws, the Board’s internal regulations, theCompany’s Market Confidentiality and Ethics Code, the Company’s
Code of Ethics and the Company’s policies for combating bribery
and influence peddling.
The Supervisory Board meets as often as the interests of theCompany require, and at least once a quarter, as convened by its
Chairman.
The Chairman of the Supervisory Board is responsible forconvening the Board and chairing its discussions. Meetings areheld and decisions are made according to the quorum and majority
conditions required by law. In the event of a tie, the Chairman casts
the deciding vote. Notices of meeting and all the necessary
information are sent via a secure electronic platform and, wheneverpossible, one week in advance. In case of emergency, the Board
may be convened without advance notice. The members attend themost important meetings that are scheduled in advance in person,
and the other meetings remotely (by telephone orvideoconference), which allows for increased flexibility and reduces
international travel.
The Statutory Auditors are invited to all meetings of the Supervisory
Board at which the annual or half-year financial statements are
examined, attending the parts of the meeting during which thosefinancial statements are discussed.

The Supervisory Board meets regularly. A record of attendance is kept. The Supervisory Board met 10 times in 2022: 8 scheduled meetingsand 2 ad hoc meetings for specific projects. The average attendance rate was 100% for scheduled meetings and 87.5% for ad hoc meetings.
6 meetings were held in person and 4 were held remotely. They lasted on average 3 hours and 45 minutes. The attendance rate for eachSupervisory Board member was as follows:

Nicolas ver Hulst (Chairman of the Supervisory Board)

Scheduled meetings

Ad hoc meetings

100%

100%

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

100%

100%

Franca Bertagnin Benetton

100%

100%

Bénédicte Coste

100%

100%

Harper Mates

100%

100%

François de Mitry

100%

0%

Priscilla de Moustier

100%

100%

Guylaine Saucier (until June 16, 2022)

100%

100%

Jacqueline Tammenoms Bakker

100%

50%

Sophie Tomasi Parise

100%

100%

William Torchiana (from June 16, 2022)

100%

-

Thomas de Villeneuve

100%

100%

Humbert de Wendel

100%

100%

82  - 2022 Universal Registration Document7:87:)<-7>-:6)6+Governing and supervisory bodies

Training of the Supervisory Board members
In 2022, the members of the Board benefited from a training
session dedicated to ESG, given by a specialized external
instructor, following their expressed wish during the Supervisory
Board’s 2021 assessment. This training enabled the Supervisory
Board members to deepen their knowledge of ESG reporting andnew ESG regulations (CSRD, taxonomy, etc.), and to better
understand their role in this area.
An induction program is organized for the new members of theSupervisory Board. This program allows them to meet with theCompany’s senior executives who present relevant information
about Wendel’s business and operations. William Torchiana
benefited from this program when he joined the Supervisory
Board.

Meetings held without the presenceof the Executive Board (executive sessions)

2

Other information relating toSupervisory Board meetings
The Supervisory Board’s Secretary is Caroline Bertin Delacour,
General Counsel.
Considerable care is taken to provide Supervisory Board memberswith comprehensive, high-quality information in preparation for
meetings and to send them these information packages in a timely
manner.
The Board Secretary prepares minutes of each meeting. They are
distributed prior to the following meeting, during which they aresubmitted for approval.
Board members also receive all information published by theCompany (press releases) at the time of its release. The press
review is distributed to them every day at the same time as to theCompany, and the main analyst studies are given to them at thenext Supervisory Board meeting.

In 2022, seven of the eight scheduled Supervisory Board meetings
were executive sessions.
During these sessions, the subjects mentioned below werediscussed by the members of the Supervisory Board without thepresence of the members of the Executive Board: succession planning for the Chairman of the Executive Board; evaluation of the operations and work of the Supervisory Board
and Committees; changes in the composition of the Board and the search for an
independent candidate; compliance of the governance and compensation system with
the Afep-Medef Code; compensation of the Executive Board.
With regard to the Committees:

 all meetings of the Governance and Sustainability Committee
were held without the presence of the Executive Board, except
to obtain explanations from the Executive Board on a previously
determined subject; and executive sessions were held at each meeting of the Audit, Risks
and Compliance Committee.

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7:87:)<-7>-:6)6+Governing and supervisory bodies

2.1.1.4 Responsibilitiesof the Supervisory Board
As specified in its internal regulations, the Supervisory Board
individually and collectively represents all shareholders. The Board
must conduct its business in the common interest of the Company.
It is a collegial body in which decisions as well as comments on thedecisions of the Executive Board are made collectively.
In its role of supervising the management of the Company, theSupervisory Board pays particular attention to social andenvironmental issues, which are inherent to the Company’s value
creation strategy.
The main items discussed at Supervisory Board meetings in 2022
were as follows:

ESG Succession plans of the Executive Board and the Supervisory
Board;

 Selection of William Torchiana as independent member of theBoard as of the Shareholders’ Meeting of June 16, 2022, andchanges in the composition of the Committees; Appointment of Laurent Mignon as Chairman of the Executive
Board with effect from December 2, 2022, to replace André
François-Poncet;

 Short-term and long-term compensation of the Executive Board; Reports of the Governance and Sustainability Committee;
 Review of the Company’s compliance with the Afep-Medef
Code;Strategy and operations

 Implementation of the 2021-24 strategic plan and monitoring of
the Executive Board’s roadmap;

 Proposed investments and divestments;
 Activity of the portfolio companies (including presentations anddiscussion with their CEOs).

Finance and risks

 Evaluation of the operations and work of the Supervisory Board
and Committees; Amendment of the Supervisory Board’s internal regulations; Authorization of related-party agreements;
 Annual review of related-party agreements that remained inforce and review of agreements relating to ordinary transactions
entered into under arm’s length conditions; Net Asset Value; Report of the Supervisory Board on Corporate Governance; Parent company and consolidated financial statements at

 Preparation of the Shareholders’ Meeting and authorization of

December 31, 2021 and June 30, 2022, and Statutory Auditors’
reports;

 Dividends;
 Presentation of the management report;

resolutions submitted to the Board; Climate risk assessment of controlled portfolio companies; Consideration of social and environmental issues in the Group’s
main decisions; Reports of the Audit, Risks and Compliance Committee;

 Review of the gender diversity policy in governing bodies; Quarterly financial information;

 Gender and pay equality.

 Financing; Share buybacks;
 Authorization to reduce the share capital by canceling treasury
shares; Authorization of capital increase reserved for members of theGroup savings plan.

84  - 2022 Universal Registration Document7:87:)<-7>-:6)6+Governing and supervisory bodies

2

2.1.1.5 Evaluation of the Supervisory Boardand its Committees

The main conclusions of the 2022 evaluation are as follows:

Recommendation 11 of the Afep-Medef Code advises the Board to“evaluate its ability to meet the expectations of the shareholders[…] by periodically reviewing its membership, organization andoperations […]”. In particular, it recommends that the Board discuss
its operations once a year and perform a formal evaluation at least
once every three years.

Functioning and work: the assessment of the Board shows a highlevel of satisfaction among its members with the functioning of theBoard and its two Committees. The implementation of the
improvements suggested at the end of the 2021 assessment is
positively highlighted, in particular the organization of certain
meetings in-person and others by videoconference as well as therecurring executive sessions.

In 2020, the assessment of the Supervisory Board was entrusted to
an independent firm. Since then, the Supervisory Board has carriedout a self-assessment of its work and its composition on two
occasions, in 2021 and 2022.
At the end of 2022, the members of the Board responded to acomprehensive questionnaire that was redesigned to take into
account new topics addressed by the Board and best market
practices. Individual meetings were also held between eachmember of the Board and the Chairman in order to obtain theirviews on ways to improve the composition and operations of theBoard and its Committees and on the main focal points for the
coming years.
The feedback from Board members was extensive and generally
very positive and constructive. The Governance and Sustainability
Committee and the Audit, Risks and Compliance Committee each
discussed the findings of the evaluation that concerned them andsuggested improvements. The Chairman presented the findings ofthe evaluation to the Supervisory Board on February 1, 2023. The
Board scheduled this item on the agenda for discussion andidentified ways in which it could improve its work and better
contribute to good governance, some of them with immediate
effect.

Main strengths of the Board:

Relations with management: the Board appreciates the relationshipof trust and the dialogue that it has with the Executive Board, as
well as the quality and transparency of information and discussions
with the management team. The presentations made by the
Executive Boards of the portfolio companies during the year are
also considered relevant and useful.
Food for thought for the future:
Skills in ESG: the Board members appreciated the training session
organized in October 2022 and wish to continue to deepen theirskills in this area to be able to anticipate regulatory changes andassess the actions to be implemented. The Board members would
like to spend more time on ESG, in particular to understand how tomeasure Wendel’s carbon impact.
Information: the Board members believe that they have sufficient
information to carry out their duties, but would like to be involved
at the early stage in structuring the compensation of the Executive
Board.

 - 2022 Universal Registration Document85

2

7:87:)<-7>-:6)6+Governing and supervisory bodies #=8-:>1;7:A7):,7551<<--;For the Board to fulfill its responsibilities under optimal conditions,
its internal regulations stipulate that discussions on certain topics
should be prepared in advance by standing committees. There are
two such committees: the Audit, Risks and Compliance Committee
and the Governance and Sustainability Committee. The
responsibilities of each Committee are specified in the internal
regulations of the Supervisory Board.
With regard to ESG, after analyzing the specific characteristics ofWendel SE in this area, it was decided to entrust the work related tothis topic to the Board’s two current Committees, rather than createa dedicated committee. The main ESG issues, particularly related tothe environment, concern and are handled by the portfolio
companies. The responsibilities of the Supervisory Board focus on(i) ESG strategy (purpose and values, roadmap and priorities),(ii) consideration of ESG factors in investments and (iii) review of theCommittees’ work on ESG. The Committees’ responsibilities wereclarified in the amended internal regulations of the Supervisory
Board of November 30, 2022, as follows: the Audit, Risks and Compliance Committee’s role is to: review

extra-financial information to be published(“Extra-Financial Performance Declaration” or equivalent),
including the follow-up on the achievement of the main ESG
performance indicators and the taxonomy reporting; ensure that the process used to produce extra-financial

information is rigorous;
 be informed of the selection process of the independent third

party, and its annual audit; inform the Supervisory Board of any observations it considers

relevant on ESG reporting; the Governance and Sustainability Committee’s role is to: ensure that the Board has the required skills to assess ESG

issues, risks and opportunities, and to understand applicable
rules and standards for ESG matters; review the choice of the main ESG performance indicators

made by management;
 define and assess ESG objectives applicable to the short term

2.1.2.1 The Audit, Risks
and Compliance Committee
Composition of the Audit, Risks
and Compliance Committee
As of the date of the Universal Registration Document, the Audit,
Risks and Compliance Committee has 6 members. The Chairman of
the Supervisory Board is also invited to each Committee meeting.
The members of the Committee have the necessary skills toperform their duties. Gervais Pellissier was Deputy Chief Executive
Officer of Orange and previously Chief Financial Officer of thesame company. He has also held the post of Chief Financial Officer
of Bull. François de Mitry is managing partner of the investment
fund Astorg. Jacqueline Tammenoms Bakker, who chairs theGovernance and Sustainability Committee, has proven experiencein executive management. Humbert de Wendel was Treasurer of
the Total Group. William Torchiana has extensive knowledge andexpertise in risk management, law and compliance.
The Committee is chaired by Gervais Pellissier, an independent
member. Jacqueline Tammenoms Bakker, Franca Bertagnin
Benetton and William Torchiana are the other independent
members of the Committee. With 4 independent members out ofsix, the composition of the Committee is in line withrecommendation 17.1 of the Afep-Medef Code, which
recommends that at least two-thirds of members be independent.

Responsibilities of the Audit, Risks
and Compliance Committee
As part of the update of the internal regulations adopted by theSupervisory Board on November 30, 2022, the responsibilities of
the Audit, Risks and Compliance Committee were reorganized into
4 themes (“Accounting and financial information”, “Risks, internal
control and compliance”, “ESG” and “Statutory Auditors”). The
Committee was given new ESG responsibilities on this occasion.
The main task of Wendel’s Audit, Risks and Compliance Committee
is to monitor:

 theprocess
information;forpreparingfinancialandnon-financial

and long term Executive Board members’ compensation
items.

 the effectiveness of internal control and risk management

The Supervisory Board will regularly review the relevance of thisESG governance structure, particularly in relation to the next ESG
roadmap and changes in applicable regulatory requirements.

 the audit of parent company and consolidated financial

86  - 2022 Universal Registration Document

systems;
statements by the Statutory Auditors; and the independence of the Statutory Auditors.

7:87:)<-7>-:6)6+Governing and supervisory bodies

More specifically, and pursuant to Article 15.1.2 of the internal
regulations of the Supervisory Board, the main tasks of Wendel’sAudit, Risks and Compliance Committee are to: Accounting and financial information:
review all accounting and financial documents to be issued by
the Company before they are published (in particular theperiodic calculation of Net Asset Value and the applicable
methodology),
 ensure that the accounting policies chosen are appropriate

and properly applied in the preparation of the parent
company and consolidated financial statements,
 ensurethat the processes used to produce financial
information are sufficiently rigorous so as to guarantee thereliability of this information,
ensure that internal data collection and control procedures
guarantee the quality and reliability of the Company’s financial
statements,

 ensure the appropriate accounting methods are used for any

significant or complex transaction carried out by theCompany, inform the Supervisory Board of any observations it considers

relevant from an accounting and financial point of view, inparticular when the half-year and annual parent company andconsolidated financial statements are approved, review the Company’s earnings releases;

 Risks, internal control and compliance:
 ensure that a process is in place for identifying and analyzing

risks liable to have a material impact on accounting andfinancial information and particularly on the Company’s assets,
 review risk exposure and ensure that appropriate insurance

programs,

2

 ESG:
 review

extra-financial information to be published(“Extra-Financial Performance Declaration” or equivalent),
including the follow-up on the achievement of the main ESG
performance indicators and the taxonomy reporting; ensure that the process used to produce extra-financial

information is rigorous;
 be informed of the selection process of the independent third

party, and its annual audit; inform the Supervisory Board of any observations it considers

relevant on ESG reporting; Statutory Auditors:
 serve as liaison with the Statutory Auditors and consult them

regularly; oversee the Statutory Auditor selection process, submit its

findings to the Supervisory Board, and issue arecommendation on the Statutory Auditors nominated forshareholder approval at the Shareholders’ Meeting;review the audit and consulting fees paid by the Group andGroup-controlled companies to the Statutory Auditors andtheir networks and submit a report thereon to the Supervisory
Board;
 examine

any work that is accessory to or directly
complementary to the audit of the financial statements (workdirectly related to the audit); approve the non-audit services of the Statutory Auditors of

the Group and Group-controlled companies, in accordancewith laws and regulations applying to the Statutory Auditors’
independence.
The Audit, Risks and Compliance Committee may also review any
issues within its remit at the request of the Supervisory Board.

 follow-up the main ongoing litigations involving the Company

and their potential accounting impact, regarding anti-corruption measures, review risk assessmentand follow-up implementation of action plans, approve the annual internal audit plan,interview the persons in charge of internal audit and risk
control, and provide advice on the organization of theirdepartments; - 2022 Universal Registration Document87

2

7:87:)<-7>-:6)6+Governing and supervisory bodies

Organization and procedure
The Audit, Risks and Compliance Committee meets as frequently as
it deems necessary, and at least twice a year, prior to theSupervisory Board’s review of the annual and half-year financial
statements. It has access to all the resources it considers necessary
to fulfill its responsibilities.
The Executive Vice-President and Chief Financial Officer presents
the items on the agenda to Committee members as well as any
risks the Company faces and any off-balance-sheet commitments.
Financial matters are presented by the Financial department.
Compliance risks, including anti-corruption measures, arepresented by the Group Chief Compliance Officer andnon-financial risk by the Director of Sustainable Development. The
Director of Internal Audit attends each Audit, Risks and Compliance
Committee meeting and reports to it directly. He regularly presents
risk maps, audit plans and monitoring updates. He also acts as
Secretary of the Committee.

The Statutory Auditors are invited to each meeting. The Committee
may interview any member of management as well as the Statutory
Auditors in the absence of the Company’s management.
The Committee may also hire experts to perform specific tasks
falling within its remit.
Documents are addressed to Committee members sufficiently inadvance of each meeting. The Chairman of the Committee
presents a report of each meeting at the following Supervisory
Board meeting. The minutes of the Committee are approved at thenext meeting.
In 2022, the Audit, Risks and Compliance Committee met 7 times atscheduled meetings. with an average attendance rate of 98%. 4
meetings were held in person and 3 were held remotely. They
lasted on average 2 hours and 25 minutes.

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

Guylaine Saucier,
Chairwoman of the Committee(1) (until June 16, 2022)

Member since June 4, 2010
Chairwoman from March 22, 2011 to June 16, 2022

Gervais Pellissier,
Chairman of the Committee(1)Member since June 5, 2015
Chairman since June 16, 2022

100%

Franca Bertagnin Benetton(1)Since September 4, 201885.7%

François de Mitry

Since June 29, 2021

100%

100%

Jacqueline Tammenoms Bakker(1),Chairwoman of the Governance and Sustainability Committee

Since May 17, 2018

100%

William Torchiana(1)Since June 16, 2022

100%

Humbert de Wendel

Since May 30, 2011100%(1) Independent members.

88  - 2022 Universal Registration Document7:87:)<-7>-:6)6+Governing and supervisory bodies

In 2022, the Committee examined the following points:

 Net Asset Value and its calculation method; parent company and consolidated financial statements as ofDecember 31, 2021;

 first-half 2022 consolidated financial statements;
 the Statutory Auditors’ reports;
 Wendel’s liquidity and debt situation and that of its subsidiaries;
 review of risks and compliance procedures; review of certain subsidiary risks;
 risk mapping and internal control measures; internal audit plan; validation of the quantitative factors used to determine theextent to which the Executive Board has met its variable
compensation objectives;

 verification of the achievement of the performance conditions of
the stock option and performance share plans; situation and valuation of co-investments;
 non-financial reporting and monitoring of non-financial ratings;
 monitoring of non-financial performance indicators, in particular
ESG, and monitoring of new regulatory obligations for the
publication of non-financial information;

 review of disputes, the tax situation and off-balance sheet
commitments;

 review of the insurance plan; monitoring of the implementation of Wendel’s IT roadmap andprogress on cybersecurity;

 review of the cybersecurity system of the portfolio companies;
 approval of non-audit assignments for the Statutory Auditorsand monitoring of their work; and review of audit and non-audit fees and the Statutory Auditors’
statement of independence.

2

2.1.2.2 Governance and Sustainability
Committee
Composition of the Governanceand Sustainability Committee
The Governance and Sustainability Committee combines thefunctions of the nomination committee and the compensationcommittee. Since 2020, it also has ESG-related duties.
As of the date of the Universal Registration Document, it iscomposed of 7 members, including one member representing
employees. 3 members (not including the member representing
employees), or 50%, are independent: Jacqueline Tammenoms
Bakker, Chairwoman; Gervais Pellissier and William Torchiana.
The Chairman of the Supervisory Board is invited to attend each
Governance and Sustainability Committee meeting.

Remit of the Governance and Sustainability Committee
As part of the update of the internal regulations adopted by theSupervisory Board on November 30, 2022, the responsibilities of
the Governance and Sustainability Committee were reorganized
into 4 themes (“Organization of governance”, “Compensation of
corporate officers and co-investment”, “ESG” and “Ethics andcompliance”). The Committee was entrusted with new ESG
responsibilities on this occasion.
Pursuant to Article 15.2.2 of the internal regulations of theSupervisory Board, the tasks of the Governance and Sustainability
are as follows: Governance organization:
prepare succession plans for the Supervisory Board and the
Executive Board; propose changes in the composition of the Supervisory Boardand of its Committees; propose new members of the Executive Board or the renewalof the Executive Board to the Supervisory Board; define the candidates’ appropriate profiles taking into accounta variety of experience and new priorities (e.g., ESG); monitor the evaluation of the Supervisory Board’s compositionand proceedings;
 express an opinion on any question related to the governanceof the Company or the functioning of its governing bodies; - 2022 Universal Registration Document89

2

7:87:)<-7>-:6)6+Governing and supervisory bodies

 Compensation of corporate officers and co-investment:

 Ethics and compliance:

 periodically review the adequacy of the overall compensationbudget for the Supervisory Board members and, as the casemay be, propose to add a resolution to the Shareholders’Meeting agenda in order to change its amount; propose the methods for apportionment of director's fees

among the members of the Supervisory Board;

review the Supervisory Board Internal Rules and, as the casemay be, propose amendments;
 review the compliance to the Afep-Medef Code and to best

governance practices; ensure the existence of an adequate compliance program (inparticular with the Code of Ethics, the anti-corruption
program, the protection of personal data); and propose the compensation package for the Chairman of theSupervisory Board and for the Lead Independent Member; review any question concerning business ethics of Supervisory

 propose the current or deferred compensation of Executive

Board members, whether fixed or variable, long term or shortterm, including benefits in kind, the granting of stock options
or performance shares, retirement benefits and termination
benefits;
 examine Executive Board proposals involving the grant ofstock options
employees;

andperformance

sharesforCompany propose to the Supervisory Board the general principles of theco-investment policy for Executive Board members andWendel teams, and examine the terms and conditions
proposed by the Executive Board; ESG:
ensure that the Board has the required skills to assess ESG
issues, risks and opportunities, and to understand applicable
rules and standards for ESG matters;

Board and Executive Board members, raised by theSupervisory Board.
The Governance and Sustainability Committee may also review any
issues within its remit at the request of the Supervisory Board.

Organization and procedure
The Governance and Sustainability Committee met 8 times in 2022:
7 scheduled meetings and 1 ad hoc meeting for specific issues. The
average attendance rate was 96.4% for scheduled meetings and85.7% for the ad hoc meeting. 4 meetings were held in person and
4 were held remotely. They lasted on average 3 hours.
The member of the Supervisory Board representing employees
does not participate in meetings relating to appointment or
succession issues.

 review the choice of the main ESG performance indicators

made by management;
 define and assess ESG objectives applicable to the short term

and long term Executive Board members’ compensation
items;

The attendance rate for each member of the Committee is as follows:(1)

Scheduled meetings

Ad hoc meetings

Jacqueline Tammenoms Bakker ,Chairwoman of the Committee

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

100%

100%

Bénédicte Coste

Since July 2, 2020

100%

100%

Priscilla de Moustier

Since October 23, 2013

100%

100%

Gervais Pellissier(1) (from June 16, 2022)

Since June 16, 2022

100%

100%

Guylaine Saucier(1) (until June 16, 2022)

From October 23, 2013 to June 16, 2022

100%

100%

Sophie Tomasi Parise, member representing employees

Since September 5, 2018

71.4%

0%(2)

William Torchiana (from June 16, 2022)

Since June 16, 2022

100%

-

Thomas de Villeneuve

Since June 29, 2021

100%

100%

(1)

(1) Independent members.
(2) Sophie Tomasi Parise, as a member representing employees, did not participate in the meetings relating to the succession plan for senior
executives and for André François-Poncet.

90  - 2022 Universal Registration Document7:87:)<-7>-:6)6+Governing and supervisory bodies

The Committee may call upon recognized independent experts to
help it carry out its assignments.
The agenda and the necessary documents and reports are sent toCommittee members several days before the meeting. The
Chairwoman of the Committee presents a report at the following
Supervisory Board meeting. The minutes of the Committee areapproved at the next meeting.

2

 amendment of the Board’s internal regulations; review of governance issues; analysis of the Company’s compliance with the Afep-Medef
Code, and particularly changes in the independence of Board
members;

 report of the Supervisory Board on Corporate Governance;

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

 preparation of governance and compensation issues for the

In 2022, the following topics were addressed at meetings:

 review of the results of the self-assessment of the functioning setting variable compensation of Executive Board members for2021;

 setting the 2022 compensation policy for the members of the
Executive Board; assessment of the achievement of the performance conditionsof the stock option and performance share plans; drawing up of the succession plan for the Supervisory Board; changes in the composition of the Supervisory Board and theCommittees, as well as the search for and selection of an
independent member; review of the succession plan for the Executive Board and key
people; succession

to the Chairman of the Executive Board:
determination of the conditions of André François-Poncet’s
departure; search, selection and determination of thecompensation of his successor;

2022 Shareholders’ Meeting;
and work of the Supervisory Board and its Committees andpresentation of recommendations to the Board; review of the compensation policy for senior executives and theresults in terms of gender and pay equality.
To further improve dialogue with Wendel’s main investors
interested in doing so, as well as with the main proxy advisors, theChairwoman of the Governance and Sustainability Committee andWilliam Torchiana – who will replace her following theShareholders’ Meeting of June 15, 2023 – participated ingovernance roadshows organized by the Investor Relations
department and the General Secretariat in February 2023.
This direct dialogue, which allows for a better mutual
understanding of expectations, was initiated more than seven years
ago. The various topics covered include the composition of theSupervisory Board, the succession plans, the compensation ofmembers of the Executive Board and consideration of ESG-related
issues. The topics covered and the investors’ comments werereported to the Supervisory Board.

 organization of ESG governance and definition of the training
needs of Board members; - 2022 Universal Registration Document91

2

7:87:)<-7>-:6)6+Governing and supervisory bodies -6,-:,1>-:;1<A8741+A16C/7>-:616/*7,1-;
In accordance with recommendation 8 of the Afep-Medef Code,this section describes the diversity policy of Wendel’s governing
bodies, as set by the Executive Board on March 10, 2021.

 no impact on career development or access to training of any

Each year, the Executive Board informs the Supervisory Board of
the results obtained in the past fiscal year. These will then be
described in the report of the Supervisory Board on Corporate
Governance.

 for each salaried position, creation of a job description linked toGoverning bodies

This pillar includes the following measures:

The collective functioning of Wendel’s management team draws on
two key committees: the Investment and Development Committee
and the Management Committee. These two committees, whichreflect Wendel’s leadership, were selected by the Executive Board
as governing bodies.

 continued

As of the date of the Universal Registration Document, 33.3% of theInvestment and Development Committee and 44.4% of theManagement Committee are women.
Targets
The following gender equality targets were set over a periodaligned with the duration of the term of office of the members of
the Executive Board: Investment and Development Committee: target of 30% women
by March 2025; and Management Committee: target of 45% women by March 2025.
Action plan
In coordination with the Human Resources department, theExecutive Board has set up an action plan for the implementation ofthese targets, based on the three pillars below:
Career development, training and empowerment
This pillar includes the following measures: development of the mentoring system and individual coaching
programs within Wendel’s teams;

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

92  - 2022 Universal Registration Document

maternity/paternity leave or any personal or family obligations;andthe experience, skills and performance of employees, placing anemphasis on career development for each employee.
Recruitment

promotion of gender diversity of profiles inrecruitment procedures, and a proactive approach to ensuring
the presence of women candidates throughout the process,while continuing to prioritize the right skills fit; use of selection criteria based exclusively on the professional
experience, skills and qualifications of the candidates;
recruitment firms are contractually required to apply thesecriteria; and introduction of a recruitment training guide to promote goodpractice on diversity within the Company.
Compensation
This pillar includes the following measures:

 before the start of any recruitment procedure, the compensation
for the position to be filled is set according to a market
benchmark and will be applied identically to each candidate;and in the event of maternity/paternity leave, Wendel supplementssocial security benefits and maintains the level of compensation,with no impact on future compensation.

7:87:)<-7>-:6)6+Governing and supervisory bodies2 all recruitment contracts are reviewed in advance to ensure2022 in review
The proportion of women on the Investment and Development
Committee at the date of the Universal Registration Document has
increased slightly compared to the previous year reflecting theefficiency of Wendel's policy to promote female talent and its
appeal among women. With regard to the Management
Committee, the 45% by 2025 target has already almost beenreached with women making up 44.4% of its composition, thanks to
the implementation of all the actions planned in accordance withthe plan described above, and in particular:

 all job descriptions have been written to support recruitment
needs for the year but also to allow each employee to clearly
position himself/herself with regard to his/her professional skills
and career development. In this way, training requests madewere matched to needs, and all the training plans envisaged
were developed to allow everyone to participate in the sessions
according to the format they wished, either face-to-face orremote, and thus better manage their personal constraints;

 since July 1, 2021, Wendel has applied the paternity leave
reform and has maintained, for many years, the salary for theentire duration of maternity and paternity leave; Wendel
continued to fund inter-company daycare places for parents ofyoung children under the age of 3; a parenting support service
was also opened to all;compliance with Wendel’s expectations, and all people involved
in recruitment processes receive a copy of the internal guidesetting out the legal and regulatory provisions relating todiscrimination in hiring and in the Company;

 for each new hire, a salary range for the position wasdetermined prior to the search for candidates and the
publication of the offer, based on cross-market benchmarks.
Wendel also continues to participate in studies of market
comparables (company size, sector of activity, business lines)
and used four complementary benchmarks for all Wendel
functions. These data are used for hiring purposes but also
during the salary review campaign that take place at the end ofeach year; and lastly, as is the case every year, the assessment of the Wendel
2022 action plan on gender equality was presented to the Socialand Economic Committee in December 2022, which validated
the plan and noted that all the criteria envisaged had been met.
Wendel’s actions were rewarded by being ranked ninth in the
ranking for gender balance in executive bodies of SBF 120
companies.

 7:87:)<-/7>-:6)6+-;<)<-5-6<
In 2008, the Company adopted the Afep-Medef Corporate
Governance Code for listed companies, which was revised inJune 2018, January 2020 and December 2022. This Code isavailable on the Medef website at the following address:www.consultation.codeafepmedef.fr.

Proportion of
independent membersof the Nominationand compensationcommittee

At its meeting of March 15, 2023, the Supervisory Board reviewed
the Company’s situation with regard to the Afep-Medef Code.
In accordance with AMF recommendation 2012-02 on corporate
governance and executive compensation, the table below
summarizes the recommendations of the Code that the Company
does not apply:

The Afep-Medef Code recommends that a majority of the nomination committee and compensationcommittee be composed of independent members.
The Governance and Sustainability Committee combines the functions of the nomination committee and thecompensation committee.
While not a majority, the proportion of independent members on the Committee is 50%(1).
The Governance and Sustainability Committee is chaired by an independent member of the Supervisory
Board, Jacqueline Tammenoms Bakker, and operates independently from both the principal shareholder and
Wendel’s management. All the Committee members are non-executive members due to the Company’s
two-tier system.

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

 - 2022 Universal Registration Document93

2

7:87:)<-7>-:6)6+Governing and supervisory bodies $0-@-+=<1>-7):,)6,C1<;C78-:)<176;
2.1.5.1 Composition of the Executive Board

Executive Board succession plan

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

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

The Executive Board is made up of 2 members: Laurent Mignon,
Chairman, and David Darmon.
During its September 16, 2022 meeting, the Supervisory Board
appointed Laurent Mignon as Chairman and member of Wendel’s
Executive Board, for the remainder of André François-Poncet’sterm, i.e., until April 6, 2025. The date of his taking office was set at
December 2, 2022 by the Supervisory Board at its meeting of
October 27, 2022.
During its September 9, 2019 meeting, the Supervisory Board
appointed David Darmon as member of Wendel’s Executive Board,
effective from that date, and for the remainder of Bernard Gautier’sterm, i.e., until April 6, 2021. The term of office was then renewed
for a period of 4 years, from April 7, 2021 to April 6, 2025, by adecision of the Supervisory Board on December 9, 2020.
David Darmon has also been Group Deputy CEO since theSupervisory Board’s decision of October 27, 2021.
Executive Board members, with the exception of the Chairman,
may have an employment contract with the Company which
remains in force during and after the member’s term on the
Executive Board. This is the case for David Darmon (seesection 2.2.2.2, paragraph “Executive corporate officers’ situation
with respect to Afep-Medef recommendations”). In accordance withthe recommendations of the Afep-Medef Code, the Chairman of
the Executive Board, Laurent Mignon, does not have an
employment contract.
Members of the Executive Board are appointed and may beremoved by the Supervisory Board. Their term is 4 years. The age
limit for members of the Executive Board is 70. Removal of amember of the Executive Board does not cause his or her
employment contract, if applicable, to be terminated.
Christine Anglade-Pirzadeh, Director of Sustainable Development
and Communications, is Executive Board Secretary and Advisor.

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

7:87:)<-7>-:6)6+Governing and supervisory bodies

Regarding the succession of André François-Poncet
as Chairman of the Executive Board:
As soon as André François-Poncet announced his intention to end
his term of office, a selection process for a new Chairman of the
Executive Board was initiated. This process was carried out in an
organized and efficient manner, according to the main steps
described below:

 the Supervisory Board established a candidate profile, taking
into consideration the future needs of the Group; a Selection Committee, composed of the Chairman of the Boardand several Board members, was set up by the Governance andSustainability Committee. The Committee was assisted in its
work by a recognized international recruitment firm;

 the selected candidates (women and men) were interviewed;and the Committee presented Laurent Mignon as candidate to the2

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

Supervisory Board, which decided at its meeting of
September 16, 2022 to appoint him as Chairman of the
Executive Board.
André François-Poncet agreed to remain in office until the effective
arrival of Laurent Mignon on December 2, 2022, thereby ensuringcontinuity in the Company’s management and a smooth transition.

No conviction for fraud, official public incrimination
and/or public sanction or liability for bankruptcy
during the previous five years
To the best of the Company’s knowledge and as of the date of this
Universal Registration Document, subject to the clarification below,
no member of the Executive Board has, during the past five years:(i) been convicted of fraud or been the subject of an official
indictment and/or official public sanction pronounced by statutory
or regulatory authorities; (ii) been associated with any bankruptcy,
receivership, liquidation or placement under court administration;(iii) been disqualified by a court from serving as a member of an
administrative, management or supervisory body of an issuer orfrom acting in the management or conduct of the affairs of anissuer.
It is specified that in the context of the unwinding in 2007 of amechanism linking employees to the Group’s performance, theParis Judicial Tribunal ruled against current and former employeesof Wendel in judicial proceedings concerning their personal tax
situation. David Darmon has appealed the judgment and the caseis currently before the Paris Court of Appeal.

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Career path:
Laurent graduated from HEC in 1986 and from the Stanford Executive Program.
He worked for Banque lndosuez for over ten years, first in capital markets, then in corporate
and investment banking. In 1996, he joined Schroders bank in London, before joining AGF(Assurances Générales de France) in 1997 as Chief Financial Officer. He was appointed to
the Executive Committee of AGF in 1998, becoming Deputy Chief Executive Officer incharge of Banque AGF, AGF Asset Management and AGF Immobilier in 2002, then in
charge of life insurance, financial services and credit insurance in 2003. In 2006, he wasappointed Chief Executive Officer and Chairman of the Executive Committee. From 2007 to
2009, he was Managing Partner at Oddo & Cie.
Before joining Wendel, Laurent served at Groupe BPCE from 2009 to 2022, where he was
Chief Executive Officer of Natixis and a member of the Executive Management Committeeof BPCE (including a member of the Management Board from 2013) from 2009 to
May 2018, and Chairman of the Executive Board of Groupe BPCE from May 2018 to
December 2022.
Laurent Mignon

Other appointments and positions held as of December 31, 2022:

Group CEO/Chairman of the Executive Board

Wendel Group:

Date first appointed to the Executive Board:
December 2, 2022

Vice-Chairman of the Board of Directors of Bureau Veritas (listed company)

Current term expires: April 6, 2025

Director of Arkema (listed company)

Born on December 28, 1963
French nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
FranceOther:
Director of AROP (Association pour le Rayonnement de l’Opéra National de Paris)
Non-voting member of the Board of Directors of Oddo BHF SCA
Appointments expired in the last five years:
Chairman of the French Banking Association (Association Française Bancaire - AFB)
Director of CNP Assurances
Non-voting member of the Board of Directors of Fimalac
Chairman of BPCE’s Executive Board
Chairman of the Board of Directors of Natixis
Chairman of CE Holding Participations
Director of Sopassure
Chairman of the Board of Directors of Crédit Foncier
Chairman of the French Association of Credit Institutions and Investment Companies
Vice-Chairman, then Chairman and member of the Executive Committee of the French
Banking Federation (FBF)
Director of Peter J. Solomon Company LP and Peter J. Solomon GP, LLC
Chairman of the Board of Directors of Natixis Assurances
Chief Executive Officer: Natixis
Number of Wendel shares held as of December 31, 2022: none (it being specified that
Laurent Mignon bought 5,980 shares on January 4, 2023)

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2

Career path:
David Darmon is a graduate of ESSEC and holds an MBA from INSEAD.
He began his career in London at Goldman Sachs in mergers and acquisitions in 1996
before joining Apax Partners in 1999 as Principal, where he specialized in LBO transactions
for six years.
David Darmon joined Wendel in 2005 and has managed numerous investments for theGroup over the past 17 years. In particular, he participated in the investment and oversightof companies such as Allied Barton (now Allied Universal), CSP Technologies, Deutsch,
Stallergenes, Constantia Flexibles and Crisis Prevention Institute. In his work for Wendel
Growth, he also initiated several investments in the technology sector. He opened the New
York office (Wendel North America), which he managed from 2013 to 2019. David has also
served as Wendel’s corporate Secretary to the Supervisory Board.
He became a member of Wendel’s Executive Board in September 2019.
Other appointments and positions held as of December 31, 2022:
David Darmon

Wendel Group:

CEO/Member of the Executive Board

Chairman of the Board of Constantia Flexibles

Date first appointed to the Executive Board:
September 9, 2019

Other:

Current term expires: April 6, 2025
Born on December 18, 1973
French nationality
Business address:
Wendel
2-4 rue Paul Cézanne
75008 Paris
FranceManager of Compagnie des Sables d’Or (société civile)
Manager of Compagnie de Mare e Sole (société civile)
Manager of SCI Villa de la Calanque Verte
Appointments expired in the last five years:
Wendel Group:
Director of CSP Technologies
Director of IHS
Number of Wendel shares held as of December 31, 2022: 46,054 shares and95,720.6459 FCPE Wendel units (equivalent to 15,848 Wendel shares at that date) - 2022 Universal Registration Document97

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2.1.5.2 Operation of the Executive Board
In accordance with Article 20 of the by-laws, Executive Board
meetings are held at the head office or at any other venue specified
by the Chairman in the meeting notice. The agenda may beamended during the meeting. Meeting notices can be sent out by
any means, including verbally, without advance notice if necessary.
In the event of a tie, the Chairman casts the deciding vote. Minutesof Executive Board meetings are recorded in a special register kept
at the head office and signed by the members of the Executive
Board who took part in the meeting.
In 2022, the Executive Board met 22 times.
During its meetings, it discussed the following issues in particular: the Group's financial position; and portfolio companies and their acquisitions or divestments.
The following topics were addressed on a regular basis during theyear: the Company's general strategy and positioning; the performance of portfolio companies; the accounts close and Net Asset Value; internal organization and labor issues:
 the career development of the Company's employees,
 ethics and the compliance program, in particular monitoring

the implementation of the Sapin II law on the prevention ofcorruption and influence peddling and the GDPR regulationon the protection of personal data, training programs,
 the compensation and performance evaluation policy forteams,
the allocation of stock options and performance shares andcapital increases reserved for employee members of theGroup savings plan, subject to approval by shareholders at
the Shareholders' Meeting, insurance and pension plans; succession plans; Group governance and the preparation of the Executive Board's
quarterly reports to the Supervisory Board; preparation for the Shareholders' Meeting and the dividend
policy; the share buyback program and the share capital reduction; IT, cybersecurity and digital; and monitoring the deployment of the ESG strategy;

 the follow-up of the project to transfer the head office in Paris.

 cash management; risk mapping; financial communication issues:
 Net Asset Value, roadshows, Investor Day;98  - 2022 Universal Registration Document7:87:)<-7>-:6)6+Governing and supervisory bodies



2

6<-:6)47:/)61B)<176

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

2.1.6.1 Executive Vice-Presidents
The Executive Board is assisted by two Executive Vice-Presidents.
They do not have corporate officer status and may not enter into
binding agreements on behalf of the Company.

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

2.1.6.2 The Investment andDevelopment Committee
Composed of the Executive Board, 2 Executive Vice-Presidents and2 Managing Directors, with the CEO of Wendel Luxembourg as
secretary and permanent participant, the Investment andDevelopment Committee meets periodically to work on selecting
the Group’s investments. It reviews Wendel’s investment policy,
plans to acquire and divest assets and the performance of theinvestment team’s employees. At the date of the Universal
Registration Document, it was composed of 6 members, of which 2
women and 4 men.

2.1.6.3 The Wendel Growth
Investment Committee
An Investment Committee meets to work on the selection anddevelopment of Wendel Growth’s investments. It examines plans toacquire and divest assets, and issues recommendations.
Depending on the nature of the investment, the committee iscomposed of: for direct investments: the Executive Board, the Head of Wendel
Growth, the Director of Wendel Growth Direct, a Managing
Director, and where appropriate a Senior Advisor on the matterin question. At the date of the Universal Registration Document,
this committee is composed of 5 men; for investments via funds: the Executive Board and the Head of
Félicie Thion de la Chaume
Executive Vice-President, Managing Director
Félicie is a graduate of ESCP Europe and began her career atGoldman Sachs on the firm’s French M&A team between 2003 and2006. In 2007, she joined the Wendel Paris investment team as an
associate. In 2016 she relocated to the United Kingdom where shehelped open the London office dedicated to generating andmonitoring
investment
opportunities
inEurope.
In
September 2020, Félicie joined the Paris investment team in linewith the Group’s strategy to concentrate its teams in France,
Luxembourg and New York.

Wendel Growth. At the date of the Universal Registration
Document, this committee is composed of 4 men.
The CEO of Wendel Luxembourg is secretary and a permanent
participant of these committees.

2.1.6.4 The Management Committee
Every week, the Management Committee brings together themembers of the Executive Board, the two Executive
Vice-Presidents, the General Counsel, the Tax Director, the Directorof Sustainable Development and Communications, the Human
Resources Director, and the Deputy Chief Financial Officer. It
makes day-to-day decisions regarding the Group’s organizationand operations, calling on other people concerned whennecessary. At the date of the Universal Registration Document, it
was composed of 9 members, of which 4 women and 5 men.

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2.1.6.5 The Coordination Committee

2.1.6.7 Locations

The Coordination Committee meets twice a month and is made upof the members of the Investment and Development Committee
and the Management Committee as well as key managers at
Wendel and its international offices. Its role is to act as a hub tocollect and share cross-company information to ensure that it flows
freely throughout the Group. At the date of the Universal
Registration Document, it was composed of 21 members, of which
5 women and 16 men.

Wendel has offices for its holding companies and service activities.
The oldest are in Paris (since 1704) and Luxembourg (since 1931).
The Group also opened premises in New York (2013).

2.1.6.6 The ESG Steering Committee
The ESG Steering Committee was set up by the Executive Board in2012 and strengthened in 2020 as part of the ramping up of
Wendel’s ESG strategy. The committee is chaired by David
Darmon, member of the Executive Board, and is made up of the
Executive Vice-President and Chief Financial Officer, two Operating
Partners and representatives of Wendel’s different operational andsupport divisions: Internal Audit department, General Secretariat,
Sustainable Development and Communications department,
Financial Communications department, Human Resources andGeneral Resources department. The committee meets every six
weeks to carry out monitoring of the Group’s ESG ratings, progress
made on rolling out the ESG roadmap for Wendel and its portfolio
companies, and changes in non-financial reporting standards. At
the date of the Universal Registration Document, it was composedof 13 members, of which 5 women and 8 men.

100  - 2022 Universal Registration Document

Paris
Wendel’s registered office was recently transferred from the 9th to
the 8th arrondissement of Paris. The Paris office is home to part of
the Group’s corporate and investment teams.

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

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

7:87:)<-7>-:6)6+Governing and supervisory bodies

2

2.1.6.8 Teams

Caroline Bertin Delacour 

Wendel’s team leaders and principal members

General Counsel, Ethics Officer, Group Chief Compliance Officer,
Secretary of the Supervisory Board and of the Governance andSustainability Committee Management Committee
 Investment and Development Committee Wendel Growth Investment Committee
 Coordination Committee
 ESG Steering Committee
Olivier Allot 
Director of Financial Communication and Data Intelligence
Olivier Allot joined Wendel in 2007. He began his career in 1996 at
the Société des Bourses Françaises – Paris Stock Exchange. For 4
years, he served as the organization’s spokesperson and was thenin charge of investor relations until 2007. In this capacity, hecontributed actively to the combination of the Paris, Amsterdam,
Brussels and Lisbon stock exchanges and the merger of Euronext
and the NYSE. He has a Master’s in Management Sciences and an
advanced engineering degree in banking, finance and insurance
from the Sorbonne, Paris I, as well as a financial analyst diploma
from the SFAF and CEFA and an MBA in Strategic Managementand Economic Intelligence from the Paris Economic Warfare
School.

Christine Anglade-Pirzadeh 
Director of Sustainable Development and Communications,Executive Board Advisor
Christine Anglade Pirzadeh joined Wendel in 2011. She waspreviously Director of Communications at the French financial
markets authority (Autorité des marchés financiers – AMF) from2000. From 1998-2000 she served as Media Director for the French
prime minister. She began her career on the editorial team of
Correspondance de la Presse. Christine Anglade Pirzadeh holds a
Master’s degree in European and International Law from the
University of Paris I and a Master’s degree (DEA) in communication
law from the University of Paris II.

Before joining Wendel in 2009 as Head of Legal Affairs, Caroline
Bertin Delacour practiced law for over 20 years, specializing in tax
and business law at the law firms Cleary Gottlieb Steen & Hamilton
and August & Debouzy. She was appointed General Counsel ofWendel on January 1, 2015.
She holds a Master’s degree in business law from Université deParis II Panthéon-Assas, a postgraduate degree in Applied Tax Law
from Université de Paris V René-Descartes, and an LLM from New
York University.

Benoît Drillaud 
Deputy CFOBenoît Drillaud joined the Wendel Finance department in
September 2004 after five years at PricewaterhouseCoopers as anauditor. He is a graduate of ESCP with a master’s in Finance andholds a DEA in Economy from the University of Paris I
Panthéon-Sorbonne.

Charles Goulet Managing Director
Charles Goulet joined Wendel’s investment team in 2010 as an
Analyst, and has been Managing Director since January 1, 2023. He
has worked primarily in the Paris office, where he is based today,and has also spent 4 years in the London office. Charles started his
career at AXA Private Equity (now Ardian) in London as an Analyst
in the private debt and fund-of-funds teams. Charles is a graduateof ESSEC business school and holds a degree in law.

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

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Jean-Yves Hemery Peter Meredith 

Délégué à la gestion journalière of Wendel Luxembourg

Tax Director

Jean-Yves Hemery joined the Wendel Group in 1993 as Deputy
General Secretary at Marine-Wendel, after seven years spentworking for the French tax authority and 3 years at Pechiney. He is a
graduate of École nationale des impôts and also holds a degree in
economics. He was appointed International Delegate of
Oranje-Nassau in December 2012 where he is responsible forcoordinating the Company’s international administrative andfinancial development.

Peter Meredith joined Wendel on March 1, 2013. He has previously
held the position of Tax Director of the Bouygues Construction
Group (2005-13), of CapGemini (2000-05), and of the GTM Group(1989-2000). Throughout his career, Peter Meredith has been in
charge of tax issues related to both French and international
contexts. He holds a Master’s degree (DEA) in comparative law.

Antoine Izsak 

General Counsel M&A and FinanceDirector of Wendel Growth Direct
Antoine Izsak joined Wendel in 2022 as Head of Growth Equity at
Wendel Growth. Prior to joining Wendel, Antoine worked as adirector for seven years in the Large Venture fund of Bpifrance. He
began his career at Edmond de Rothschild Capital Partners andthen worked at LEK Consulting where he gained experience instrategy consulting. Antoine holds a Master’s degree in Software
Development from Supélec Engineering School and a Master’s
degree in Finance from the University of Paris-Dauphine.

Xavier Lemonnier Managing Director
Xavier joined Wendel’s investment team in 2018 as a director, andhas been a Managing Director since January 1, 2023. Prior tojoining Wendel, Xavier worked for nearly nine years at BC Partners,
in Paris and most recently London. He started his career in 2008 at
Merrill Lynch’s investment banking group. Xavier is a graduate of
École polytechnique and ENSAE ParisTech.

Harper Mates Managing Director
Harper Mates joined Wendel in the New York office in 2015. She
was previously Vice-President at MidOcean Partners, a US
mid-market private equity fund, where she was Head ofInvestments in the services and media sectors. She began her
career at JP Morgan Chase as an analyst, then worked at Citi Private
Equity as an investment manager. Harper holds an MBA from
Harvard Business School and a BA from the University of
Wisconsin-Madison.
Harper Mates has been a member of the Supervisory Board
representing employees since January 1, 2021.

102  - 2022 Universal Registration Document

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

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

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

7:87:)<-7>-:6)6+Governing and supervisory bodies

2

Adam Reinmann David Varet Managing Director, CEO of Wendel North America

Operating Partner, Co-head of the Operating team

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

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

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

Michel Tournier 
IT Strategy and Digital Transformation Director, IT Operating
PartnerPrior to joining Wendel, Michel was Director of IT Systems –Technology Core Solution Group | EMEA/APAC at Ingram Micro
Commerce & Lifecycle Services. Michel has over 26 years ofexperience managing IT systems in several industry sectors: at
Cofidis in 1996, he took part in the creation of subsidiaries in
Portugal and Argentina for five years, before spending 3 years withLouis Vuitton in Latin America in the role of Regional CIO, followed
by several roles with the Shiseido Group. In late 2012, he joined
Anovo as Group CIO, for a period of 3 years.

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7:87:)<-7>-:6)6+Governing and supervisory bodies1>1;1767.87?-:;*-<?--6<0-@-+=<1>-
)6,#=8-:>1;7:A7):,;At the Shareholders’ Meeting of May 31, 2005, Wendel adopted adual governance structure with an Executive Board and aSupervisory Board.
The Executive Board has the broadest powers to act on the
Company’s behalf under all circumstances. It exercises thesepowers within the limits of the Company’s purpose, except for
those powers that have not been expressly attributed by law or the
by-laws to shareholders or the Supervisory Board. It sets andoversees the Company’s strategic priorities, in accordance with its
corporate interests and taking into consideration the social andenvironmental implications of its business. The Chairman of the
Executive Board and, if applicable, the Executive Board member ormembers designated for such purpose by the Supervisory Board,
represent the Company in its relations with outside parties.
Currently, only Laurent Mignon, Chairman of the Executive Board,and David Darmon, member of the Executive Board, represent theCompany with regard to third parties, unless specifically delegated.
The Company is bound even by actions of the Chairman ormembers of the Executive Board that do not comply with theCompany’s purpose, unless the Company can prove that the third
party knew, or that given the circumstances, must have known, thatthe action was outside of the scope of the Company’s purpose.
The Executive Board may vest one or more of its members or any
non-member with special, ongoing or temporary assignments thatit has determined and may delegate to them for one or more set
purposes, with or without the option to sub-delegate, the powersthat it deems necessary.
The Executive Board draws up and presents the strategy and thereports mentioned below to the Supervisory Board, as well asinterim and annual financial statements, as prescribed by law.
The Executive Board, after discussion with the Supervisory Board,
sends out the notice of Shareholders’ Meetings and, whereapplicable, any other meeting, and draws up the agenda for thesemeetings, without prejudice to the provisions of Article 15 of the
by-laws.
The Executive Board ensures that the draft resolutions it submits toshareholders at the Shareholders’ Meeting regarding thecomposition or the proceedings of the Supervisory Board comply
with the Supervisory Board’s decisions.
The Executive Board executes all decisions made at Shareholders’Meetings.

104  - 2022 Universal Registration Document

The Supervisory Board oversees the Executive Board’s
management of the Company on an ongoing basis, pursuant to
Article L. 225-68 of the French Commercial Code and Article 1 of its
internal regulations. It conducts the controls and verifications it
deems appropriate, at any time during the year, and can obtain
access to any documents it considers necessary to fulfill its duties.
The Supervisory Board may mandate one or more of its members
to carry out one or more assignments of its choosing. In thecircumstances it deems necessary, the Supervisory Board may call a
Shareholders’ Meeting and sets the meeting’s agenda.
At least once every quarter, the Executive Board presents theSupervisory Board with a detailed report on the Company’ssituation and outlook. In particular, it reports on the performance ofthe companies in its portfolio, their development strategy, theirfinancial position, their external growth transactions and any othertransaction likely to have a significant impact on the Company.
Within 3 months after the close of each fiscal year, the Executive
Board submits the parent company and consolidated financial
statements for the year to the Supervisory Board for verification,
along with the management report to be presented toshareholders at the Shareholders’ Meeting. The Supervisory Board
reports its observations on the Executive Board’s report and on theannual parent company and consolidated financial statements tothe shareholders. The Executive Board also presents the half-year
financial statements to the Supervisory Board, as well as the
documents containing management forecasts.
The Executive Board finalizes and presents to the Supervisory
Board the Net Asset Value (NAV) per share, which measures theCompany’s creation of value (see section 5.3). As often asnecessary, it also reports to the Supervisory Board on the
Company’s financial position and the type and maturity of its bankand bond debt.
The Supervisory Board is kept regularly informed of the financial
and non-financial risks the Company assumes and the measures the
Executive Board takes to address them (see Chapter 3 below andnote 6 to the consolidated financial statements).

7:87:)<-7>-:6)6+Governing and supervisory bodies

Prior approval from the Supervisory Board is required for thetransactions specified in Article 15 of the Company’s by-laws: any transaction, including the acquisition or divestment by theCompany (or an intermediate holding company), amounting tomore than €100 million, as well as any decision binding theCompany or its subsidiaries for the long term;

 divestment of real property of more than €10 million pertransaction;

 granting of security interests, guarantees, endorsements andcollateral of more than €100 million per transaction;

 any proposal to change the by-laws, submitted to shareholders
at their General Meeting; any transaction that may lead, immediately or at a later date, to acapital increase or reduction of capital through the issuance of
securities or cancellation of shares;

 any

proposal to shareholders at their General Meeting
regarding the appropriation of earnings or the distribution ofdividends, as well as any interim dividend; any merger or spin-off that the Company is party to; any

proposal to shareholders at their General Meeting
regarding a share buyback program; any

proposal to shareholders at their General Meeting
regarding the appointment or reappointment of the Statutory
Auditors; and any agreement subject to Article L. 225-86 of the French
Commercial Code.

2

Significant divestments are not required to be submitted toshareholders at the Shareholders’ Meeting. According to the AMF,
when a company’s primary activity is to acquire and manage equity
investments, divestments – even significant ones – clearly fall within
its normal operating cycle, and as such may be foreseen by themarket and shareholders. Wendel is therefore not required topresent significant divestments to its shareholders.
The Supervisory Board appoints, and has the power to remove,members of the Executive Board. It sets their level of compensation
as well as the terms of said compensation (current or deferred,
fixed or variable). It sets stock option and performance share grants
allocated to Executive Board members, as well as any presence,
performance and holding conditions. In all these cases, the Board
acts based on the recommendation of the Governance andSustainability Committee. It is the responsibility of the Executive
Board to determine the individual grants of stock options andperformance shares to employees, to establish the grant dates andconditions, and to approve the plans.
Based on the recommendation of the Governance andSustainability Committee, the Supervisory Board sets the generalprinciples of the co-investment policy for the members of the
Executive Board and authorizes the co-investment of Executive
Board members (see note 5.1 to the consolidated financial
statements). The Executive Board determines the team members
eligible for co-investment and their individual allocations.
In accordance with the recommendations of the Afep-Medef Code,the Supervisory Board is informed each year by the Executive
Board of the results obtained in the past fiscal year pursuant to(i) the gender diversity policy in governing bodies, and (ii) the ESG
strategy.

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7:87:)<-7>-:6)6+Governing and supervisory bodies75841)6+-)6,-<01+)41;;=-;16>74>16/<0-:7=8E;
/7>-:616/)6,;=8-:>1;7:A*7,1-;

Since 2009, the obligations in terms of confidentiality, abstention
from transactions involving Wendel shares and its investees, market
information and the rules for managing conflicts of interest, as wellas the responsibilities of the Company’s Ethics Officer have been
governed by the Market Confidentiality and Ethics Code. Since
2009, the Ethics Officer has been Caroline Bertin Delacour, GeneralCounsel of Wendel.
The Code applies in particular to the members of the Executive
Board and the Supervisory Board. The Code was most recently
updated by the Executive Board in July 2019.

If the members of the governing and supervisory bodies are inpossession of inside information, they must refrain from carrying
out, directly or indirectly, on their own behalf or on behalf ofanother party, on or off-market, any transaction in securities issued
by Wendel, until the information is no longer considered to beinside information (e.g., information made public or abandoned
project). They are entered on the insider lists drawn up by theCompany’s Ethics Officer. These lists are made available to the AMF
and kept for at least five years from the date they were drawn up or
updated.

The Executive Board has also adopted a Code of Ethics, amended
in July 2022, and a compliance program through targeted policies(relating to the fight against corruption and influence peddling, thefight against money laundering and the financing of terrorism,
compliance with international sanctions and personal dataprotection) (see section 4.3.3). This compliance program applies inparticular to corporate officers.

This same restriction on trading is required during certain so-called“blackout” periods during which the Company publishes its annual
and half-year financial statements, quarterly revenue, and Net Asset
Value (NAV, see section 5.3). These periods are as follows: for the
publication of annual and half-year financial statements, from30 days before to 24 hours after their publication; for quarterly
revenue and NAV, from 15 days before to 24 hours after their
publication.

2.1.8.1 Market ethics

Trading is also restricted during any other period communicated by
the Company’s Ethics Officer.

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

Confidentiality and abstention obligations
The Supervisory Board members are bound by a strict
confidentiality obligation, which goes beyond the simple obligationof discretion provided for by law, concerning (i) the content of the
discussions and deliberations of the Board and its Committees, and(ii) all information and documents presented, or provided to themfor the preparation of their work, or of which they may havebecome aware in the course of their duties. This information may
not be shared or used for personal purposes. The Board members
must take all necessary measures to ensure that this confidentiality
is maintained. This confidentiality obligation applies as a matter ofprinciple, whether or not the Chairman has clearly stated theconfidential nature of the information.

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Unless specified to the contrary, these blackout periods end upon
the publication of the information in question, in an official notice
and/or a press release that is effectively and fully disseminated.
In addition, the members of the governing and supervisory bodies
must also refrain from trading in the securities of Wendel Group’s
listed or unlisted portfolio companies (subject to Wendel Group’s
co-investment rules). This restriction does not apply to securities
they hold in compliance with their obligations required by law or
the by-laws or, where appropriate, the legitimate investment policy
applicable to them in their capacity as directors (in accordance withthe governing principles issued by the Company in which the termof office is held). In addition, this restriction does not apply in theevent of dividends paid in the form of shares of subsidiaries or
portfolio companies.

7:87:)<-7>-:6)6+Governing and supervisory bodies

Transactions carried out by executives

2.1.8.2 Business ethics

Members of the Executive Board and the Supervisory Board, as wellas persons related to them, are required to report to the AMF,
electronically and within 3 trading days of their execution,transactions in the Company’s shares and related instruments, assoon as the total amount of transactions carried out during thecalendar year exceeds €20,000. This notification is also sent to theCompany’s Ethics Officer. The Company has been publishing all ofthese transactions on its website since 2005.

Conflicts of interest

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

 in accordance with the by-laws of the Company, each memberof the Supervisory Board must hold 500 fully paid-up shares;

 each member of the Executive Board must retain a number ofshares, in particular those resulting from the exercise of theirstock options or the vesting of their performance shares,
corresponding, for the Chairman and the member of the
Executive Board respectively, to a value equal to 200% and100% of the fixed portion of their annual compensation;

 Executive Board members may not exercise their options or sell
the corresponding shares during blackout periods or in theevent of possession of inside information, in accordance with
the Company’s Market Confidentiality and Ethics Code and withrecommendation 26.3.3 of the Afep-Medef Code; certain abstention obligations imposed by Wendel’s Market
Confidentiality and Ethics Code; and certain corporate officers have entered into collective lock-up
commitments (Pactes Dutreil) under Article 787 B of the French
Tax Code (Code général des impôts), described in
section 8.3.10.1 of this Universal Registration Document.

2

A number of procedures are in place within the Wendel Group toprevent and manage any conflicts of interest: the Market
Confidentiality and Ethics Code, the anti-corruption policy, theinternal regulations of the Supervisory Board and the procedure for
evaluating related-party agreements and ordinary agreements (seeparagraph below “Related-party agreements and ordinary
agreements”).
The members of the Executive and Supervisory Boards must look
into any actual, potential or future conflicts of interest and bringthem to the attention of the Company’s Ethics Officer or theSupervisory Board Chairman. The Supervisory Board members
must also inform the Lead Member of the Supervisory Board of any
conflict of interest with the majority shareholder.
For members of the Executive Board, specific processes forhandling conflicts of interest have been implemented.
Members of the Supervisory Board, who are subject to a generalobligation of loyalty, must each prepare a statement regarding theabsence of conflicts of interest, addressed to the Company’s Ethics
Officer (i) at the time of appointment, (ii) at any time, on his or her
initiative or at the request of the Ethics Officer, and (iii) in any event,within ten working days following the occurrence of any event thatmade the previous statement in whole or in part inaccurate. In thecase of a conflict of interest, the Board member in question
abstains from taking part in the discussions or from participating in
the vote of the corresponding deliberation, and does not receive
information related to the agenda item giving rise to a conflict ofinterest. Any decision of the Board concerning a conflict of interestis recorded in the minutes of the meeting.
The proper functioning of the Board requires the presence ofmembers with investment experience. In this respect, somemembers of the Board may hold positions – in addition to their termof office as members of the Supervisory Board – with Wendel’scompetitors. An increased level of vigilance is then required andimplemented as part of the application of the conflict of interest
management procedure.
In response to a request made each year by the Company, eachmember of the Board must provide a list of all offices and positions
held during the past five years. Members of the Supervisory Board
must also inform the Chairman of the Supervisory Board of theirintention to accept a new appointment or a new position in acompany that does not belong to a Group of which they are
executives. If the Chairman of the Supervisory Board believes thatthe new appointment could create a conflict of interest, theChairman puts the issue before the Supervisory Board. In this case,the Board decides whether or not the new appointment or position
is compatible with the position of the Wendel Supervisory Board
member. Should the Board decide that there is a conflict ofinterest, it asks the Board member to choose between the new
appointment and his/her appointment at Wendel. All decisions
declared incompatible are duly justified.

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7:87:)<-7>-:6)6+Governing and supervisory bodies

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

 sets out a typology of agreements which, due to their nature andterms, are not subject to formalities; and sets out an internal procedure for the regular review of Wendel’s
agreements relating to ordinary transactions entered into underarm’s length conditions.
The procedure applicable to agreements relating to ordinarytransactions entered into under arm’s length conditions is
described below:
The Charter first sets out the various criteria to be met by theagreements to which the valuation procedure is applied, related to(i) the parties to the agreement, (ii) the ordinary nature of theagreement or transaction, and (iii) the arm’s length conditions
provided for in the agreement.
It then describes the different steps to be implemented for thevaluation of the agreements, as follows:
1. Pre-assessment of these criteria by the functions involved in
drawing up an agreement
Prior to signature, the functions initially involved in drawing up theagreement, depending on its purpose (hereinafter the “Involved
Function(s)”) will, at the time of entering into an agreement, anamendment or renewal, assess whether the conditions meet thecriteria of ordinary transactions entered into under arm’s length
conditions. This assessment must be documented. In the event ofdifficulties in interpreting or evaluating criteria, the matter should
be referred to the Group Chief Compliance Officer who will makean assessment on a case-by-case basis and consult the Director ofInternal Audit if needed.

2. Retrospective review of the application of criteria by theGroup Chief Compliance Officer
The Group Chief Compliance Officer reviews how the Charter isapplied by the Involved Functions on a regular basis and as
deemed necessary.
To facilitate the Group Chief Compliance Officer’s review, each
Involved Function drawing up these agreements must be in aposition to share a sample/list of agreements relating to ordinarytransactions entered into under arm’s length conditions within theirscope upon request.
If the Group Chief Compliance Officer retrospectively considers
that an agreement on the list of agreements relating to ordinarytransactions entered into under arm’s length conditions should fallwithin the scope of regulated related-party agreements, she must
notify the Supervisory Board and obtain confirmation that theregulated related-party agreement procedure set out in the French
Commercial Code shall apply. At its annual review of regulated
related-party agreements, the Supervisory Board may decide tocorrect the situation and follow the correction procedure referredto under Article L. 225-90 of the French Commercial Code. Parties
with a direct or indirect interest in any of the agreements underreview do not take part in the Supervisory Board’s discussions on
this matter.
Each year, the Group Chief Compliance Officer reports on thefindings of her review to the Company’s Supervisory Board. Parties
with a direct or indirect interest in one of the agreements underreview do not take part in the Supervisory Board’s discussion on thematter.
Moreover, if the Group Chief Compliance Officer deems it
necessary to modify the Charter, she refers any proposed
modifications to the Supervisory Board for approval.
3. Information on agreements relating to ordinary transactions
entered into under arm’s length conditions
The Supervisory Board’s annual report on Corporate Governancecontains:

 a description of the procedure for reviewing agreements
relating to ordinary transactions entered into under arm’s length
conditions; and a description of its implementation by the Company, including
the Supervisory Board’s conclusions following the Group Chief
Compliance Officer’s annual report and any follow-up.

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The implementation of the procedure in 2022 is described
below:The Group Chief Compliance Officer obtained the list ofordinary agreements entered into by Wendel under arm’s length
conditions during the year from the Involved Functions. After
analyzing them, it reported on its assessment to the Supervisory
Board at the meeting of March 16, 2023, as follows: as a precautionary measure and a concern for transparency,
all agreements entered into with a member of the Executive
Board or a member of the Supervisory Board, and thoseentered into with Wendel-Participations SE (the only
shareholder with more than 10% of the voting rights attachedto the Wendel shares) were classified as related-party
agreements and subject to the corresponding procedure.
These agreements are described in the Statutory Auditors’
special report on related-party agreements; and the agreements entered into with companies identified ascompanies with top management individuals in common with
Wendel meet the cumulative criteria of “ordinary transaction”
and “arm’s length conditions”.
The Supervisory Board concluded that there was no need toreclassify the agreements referred to in the second list item
above as regulated related-party agreements. It also consideredthat no changes should be made to the applicable Charter.

Information regarding agreements entered into
between a director or significant shareholder
and a subsidiary
In accordance with Article L. 225-37-4, paragraph 2 of the French
Commercial Code, described below are agreements entered into
directly or through an intermediary between (i) one of the membersof the Executive Board or Supervisory Board or one of theshareholders with a fraction of voting rights exceeding 10% of theCompany, and (ii) another Company controlled by Wendel
according to the definition under Article L. 233-3, with the
exception of agreements relating to ordinary transactions enteredinto under arm’s length conditions.

2

To the best of the Company’s knowledge, the following
agreements were entered into during 2022 and early 2023 (seealso note 5.1 to the consolidated financial statements):

 March 2022: in accordance with the co-investment principles forthe 2021-25 period, André François-Poncet, Chairman of the
Executive Board until December 1, 2022; David Darmon,
member of the Executive Board; and Harper Mates and Sophie
Tomasi Parise, members of the Supervisory Board representing
employees, subscribed to co-investment units in the ACAMS
sub-funds of the Expansion 17 SCA FIAR fund and in the
Millésime III sub-fund of the Global Performance 17 SCA FIAR
fund;

 December 2022:
Laurent Mignon, Chairman of the Executive Board: acquired from Wendel Luxembourg co-investment units in the

Crisis Prevention Institute (CPI), Tarkett and ACAMS sub-fundsof the Expansion 17 SCA FIAR fund, and in the Millésime II and
Millésime III sub-funds of the Global Performance 17 SCA FIAR
fund, in accordance with the applicable co-investment
principles,
entered into purchase and sale agreements with Wendel
Luxembourg relating to his co-investments made or to bemade through the Global Performance 17 SCA FIAR andExpansion 17 SCA FIAR funds. The purpose of theseundertakings is to settle the outcome of the co-investments of
the Chairman of the Executive Board in the event of his
departure from the Wendel Group before the occurrence ofliquidity events affecting the companies in which he has or will
have co-invested through the above-referred FIAR funds.
David Darmon, member of the Executive Board, increased his
exposure to CPI and raised his co-investment from 6.7% to 8%
by acquiring additional shares from Wendel Luxembourg.
The Company has applied the regulated related-party agreements
process to these agreements. They were authorized by theSupervisory Board and are described in the Statutory Auditors’
report on related-party agreements, submitted for approval to the
Shareholders’ Meeting of June 15, 2023, under the terms of the
4th resolution.

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7:87:)<-7>-:6)6+Compensation of corporate officers

 758-6;)<1767.+7:87:)<-C7..1+-:; 758-6;)<1768741+A.7:C+7:87:)<-C7..1+-:;
The compensation policy for members of the Executive Board(section 2.2.1.2) and the compensation policy for members of theSupervisory Board (section 2.2.1.3), pursuant to Article L. 22-10-26of the French Commercial Code, are described below. These
compensation policies are subject to the approval of the
Shareholders’ Meeting on June 15, 2023, pursuant to the 16th to18th resolutions.

Supervisory Board members

2.2.1.1 General principles relating
to the compensation policy
for corporate officers

Compliance

Identification, review and implementation process
Members of the Executive Board
The compensation of the members of the Executive Board is set by
the Supervisory Board on the recommendation of the Governanceand Sustainability Committee. It is established with a general viewto providing stability during the four-year term of the Executive
Board and is submitted each year to the approval of the
Shareholders’ Meeting.
As part of the renewal of the Executive Board’s term of office in
2021 for a further period of 4 years, the compensation policy was
fully reviewed. The process followed is detailed in section 2.2.1.2 ofthe 2020 Universal Registration Document, with an overview of thework of the Governance and Sustainability Committee, as well as
the proposed changes compared to the previous compensation
policy.
The policy is implemented in accordance with the terms approvedby the Shareholders’ Meeting, subject to any exemptions applied inaccordance with the principles set out in this section. The
implementation of the policy is discussed during meetings of theGovernance and Sustainability Committee, with the support of the
Audit, Risks and Compliance Committee for the verification of theachievement level of each of the criteria.
Detailed information describing the compensation is set out in the
Universal Registration Document relating to the fiscal year during
which the compensation items were awarded and/or paid.

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The compensation package allocated to members of theSupervisory Board is determined by the Shareholders’ Meeting. It isthen the responsibility of the Supervisory Board to set the
distribution of this compensation among its members, by allocatinga fixed portion and a variable portion based on actual attendanceat meetings of the Supervisory Board and its committees, thevariable portion being preponderant.

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

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

 performance requirement; alignment of interests with shareholders; motivation of corporate officers;
 importance of retaining teams and attracting the best talents(the Executive Board’s compensation policy is applied toapproximately 21% of Wendel’s workforce);

 alignment with Wendel’s values, notably in terms of ESG; consideration of the general context (including the health crisis);and transparency and readability.

7:87:)<-7>-:6)6+Compensation of corporate officers

Respect for the Company’s interests and linkwith the Company’s strategy, sustainability
and employee compensation
The compensation policy set by the Supervisory Board contributes
to the Company’s long-term interests in that it is based, on the one
hand, on the performance of Wendel and the portfolio companies
and, on the other hand, on the implementation of its strategy. To
this end, certain short-term compensation objectives are based on
the net sales and results of Wendel’s portfolio companies, whileothers are based on the achievement of strategic and ESG
roadmaps. Long-term compensation, which gives corporate
officers a stake in the share capital, is linked to the Company’s
performance over four years. This includes financial performance,
based on the increase in the TSR and dividend, and non-financial
performance, based on ESG criteria.

2

Exemptions
In accordance with Article L. 22-10-26 III paragraph 2 of the French
Commercial Code, an exemption to the application of thecompensation policy may be granted if it is temporary, subject tothe occurrence of exceptional circumstances, consistent with theCompany’s interests and necessary to ensure the Group’s
continued existence or viability.
Accordingly, on the recommendation of the Governance andSustainability Committee, the Supervisory Board may take into
account unforeseeable and significant circumstances likely to affectthe assessment of the performance of the Executive Board, such asa substantial change in the Group’s scope's members or in the
missions entrusted to it, a major event affecting the markets or
structural changes impacting Wendel’s business.

These conditions mean that the compensation policy is in line withthe best interests of the Company, contributes to the Company’ssustainability and aligns the interests of corporate officers andshareholders. It is also consistent with Wendel’s mission statement,
as defined in 2020, whereby, as a long-term investor, Wendel
engages with entrepreneurial teams to build sustainable leading
companies.

This possibility will enable the Supervisory Board to ensure that thecompensation policy is appropriate in view of the management ofthese events by the members of the Executive Board, theperformance of the Group and the exceptional circumstances.
However, it can only be used within the following limits:

Compensation conditions for the Company’s teams are also taken
into account, insofar as: the maximum amounts that can be awarded on these items

 the targets used to determine the annual variable compensation

Any exemption from one of the compensation policy items will bedecided by the Supervisory Board on the prior recommendation of
the Governance and Sustainability Committee. Any exemptions
decided in this way will be set out in the Universal Registration
Document for the fiscal year in which they were defined.

of the Executive Board are also applied to a portion of thevariable compensation of approximately 21% of Wendel’s
workforce which includes most managers;

 the performance conditions attached to the Executive Board’s
stock options and performance shares are used in the allocationplans for employees, it being specified that employees also
benefit from another type of plan with different conditions.

Conflicts of interest
In view of the Company’s two-tier system, no conflict of interest is
likely to arise in the determination, review and implementation of
the compensation policy of the Executive Board, as this policy isdetermined and evaluated by the Supervisory Board on therecommendation of the Governance and Sustainability Committee,
and the members of the Executive Board are not members of thesebodies, nor do they attend deliberations on this subject.
For the determination, review and implementation of thecompensation policy for members of the Supervisory Board, theSupervisory Board, where necessary, applies the measures for
managing conflicts of interest stated in the Supervisory Board’s
internal regulations and the Market Confidentiality and Ethics Code(see sub-section 2.1.8.2 – Conflicts of interest).

 the only compensation items that may be amended are annual
variable compensation, options and performance shares;
cannot be amended.

2.2.1.2 Compensation policy
for Executive Board members
Determination of the compensation policy for 2023
The 2023 compensation policy is in line with the policy establishedin 2021 in the framework of the renewal of the Executive Board’s
term of office for four years, subject to the changes outlined below.
These reflect, in particular, the 3 adjustments decided upon when
Laurent Mignon took office in December 2022, which will be
submitted for approval to the Shareholders’ Meeting of June 15,2023 (10th resolution).
As a reminder, the principles of compensation for the Executive
Board were reviewed in depth in 2021 using a comprehensive
approach, to ensure that this compensation is in line with theindividual and collective performance of the members of the
Executive Board (pay for performance), as well as with Wendel’s
mission statement and strategy. These changes were also intended
to motivate and retain members of the Executive Board, whose
actions contribute to the Company’s performance.

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7:87:)<-7>-:6)6+Compensation of corporate officers

The methodology and outcome of the overhaul of thecompensation policy since 2021 are set out in section 2.2.1.2 of the2020 Universal Registration Document. A rigorous process wasfollowed, based on: dedicated benchmarks performed by a specialized external
consultant (use of 3 company panels to analyze data adapted to
Wendel’s hybrid nature: SBF 120 companies in a market
capitalization range close to that of Wendel, listed investment
and holding companies based in Europe, and private equity
funds);

 analysis of best practices and compensation recommendations; discussions with shareholders, as part of governance roadshowsduring which the Chairwoman of the Committee met with
Wendel’s main investors and the main proxy advisor firms; and constructive dialogue with each member of the Executive Board.
Proposed changes for 2023
At its meeting of March 16, 2023, the Supervisory Board, on therecommendation of the Governance and Sustainability Committee,
maintained the structure of the Executive Board’s compensation
while proposing the following adjustments for certain policy items:

 fixed compensation: for the Chairman of the Executive Board,
fixed compensation increased by 13% to €1,300,000 (comparedto €1,150,000 for the previous Chairman of the Executive Board,
André François-Poncet). This increase seemed appropriate to
the Supervisory Board, as it had already been agreed in
March 2021 for André François-Poncet’s second term of office,although he decided to waive it due to the health crisis. In
consideration of the above, Laurent Mignon’s maximum
long-term compensation was reduced from 105% to 95% of thesum of the fixed and maximum variable portions of his annualcompensation. Of note, the fixed compensation of the Chairmanof the Executive Board has remained unchanged since 2018,
unlike that of Wendel’s employees, which has increased by
25.81% on average for employees present since January 1,
2018; annual variable compensation: for the financial objectives, thelist of companies whose financial performance is measured has
been modified to take into account changes in scope, and now
includes ACAMS. The non-financial objective has been revised,referring to the definition of a new strategic plan by the
Executive Board, increasing the weighting of the humanresources criterion and simplifying the ESG criteria;

 options: the performance condition for options remains an ESG
condition based, as in 2022, on a four-year training cycle on the“S” of ESG. The changes made in 2023 relate to the theme of the
training cycle, which will relate to inclusion, and to the
population concerned, which will be extended to 85% of all
employees (the condition is described in the section“Compensation items”, paragraph “Allocation of stock options”);

112  - 2022 Universal Registration Document

 departure of an Executive Board member: termination benefits: the definition of “situation of failure”,

which precludes the payment of such benefits in the event ofLaurent Mignon’s departure, no longer refers to the existenceof serious misconduct, as was the case for the rules applicableto the previous Chairman of the Executive Board; it has beenaligned with the definition applicable to the other Executive
Board member. A “Situation of failure” is thus now establishedwhere (i) Wendel no longer benefits from an Investment
Grade rating and (ii) for 2 consecutive years, Wendel’s TSR isin the bottom quartile in terms of relative performancecompared to the CACmid60 index;
 treatment of options and performance shares: in the event of

departure, the Supervisory Board may, exceptionally, waive
the presence condition applicable to the options andperformance shares granted to members of the Executive
Board, without being required to apply a pro rata temporis
calculation.

2023 compensation structure
The 4 main compensation items of the members of the Executive
Board are balanced (approximately 50/50) between annualcompensation and long-term compensation. They are also
demanding since more than three quarters of the compensation is
subject to performance conditions. They are complementary andeach of them serves different purposes.

76%

24%

Compensation
subject
to performance
conditions

Fixed
Options
and performance
shares49%

Compensation
not subject
to performance
conditions

24%
Annualvariable

27%

49%
Long-termcompensation

51%
Annualcompensation

Approximately 15.7% of the maximum compensation of themembers of the Executive Board is based on ESG criteria, including
short-term and long-term objectives.
The members of the Executive Board do not benefit from thefollowing compensation items: multi-year variable compensation,
exceptional compensation, non-compete compensation, andsupplementary pension plan.

7:87:)<-7>-:6)6+Compensation of corporate officers

Compensation items
Fixed compensation
The fixed compensation for 2023 is as follows: €1,300,000 for the Chairman of the Executive Board; and €770,000 for the other member of the Executive Board.
Annual variable compensation
For 2023, the maximum amount of variable compensation remains
set at 115% of the fixed compensation, unchanged since 2017.
Variable compensation is in no way guaranteed and its amountvaries each year according to financial and non-financial objectives.
The achievement rate of these objectives for 2022 is detailed in
section 2.2.2.2 – Total compensation and benefits in kind,paragraph “Summary of the compensation of each executive
corporate officer”.
The Supervisory Board retained, as previously, 4 objectives for
2023, 3 financial and 1 non-financial, described below. The content
of these objectives was precisely determined by the Supervisory
Board, on the recommendation of the Governance andSustainability Committee, at its meeting on March 16, 2023. For
each financial criterion, the Supervisory Board set a target objective
and a range of performance thresholds. As outlined below, theseobjectives are consistent with the Group’s development strategy.
For the non-financial objective, specific initiatives and actions havebeen set, so that its achievement can be evaluated at the end of theyear.
Each performance objective on which the allocation of the annual
variable compensation is based is capped, in order to avoid any
effectofoffsetting
outperformancewithpossibleunderperformance.
These financial and non-financial objectives are also used todetermine a portion of the variable compensation of approximately
21% of Wendel’s workforce.
Description of the 2023 performance objectives:
The financial objectives, weighted and capped together at 65% of
the maximum variable compensation, are as follows: the 1stobjective concerns Bureau Veritas, with specific criteria
regarding its performance, measured on the basis of its organic
growth and adjusted operating income; it is weighted andcapped at 20% of the maximum variable compensation;

 the

2nd objective concerns the individual and collective
performance of 5 other companies in the portfolio (Stahl,Constantia, CPI, Tarkett, ACAMS), measured on the basis of theirorganic growth and EBITDA; the achievement rate of thisobjective is calculated on a consolidated basis, based on theachievement rates of each of the companies, weighted
according to the average of the individual values of these fivecompanies in the Net Asset Value as of December 31, 2022 andas of December 31, 2023. This objective is weighted andcapped at 25% of the maximum variable compensation; and2

 the 3rd objective is to maintain Wendel’s Investment Graderating, reflecting a high standard of credit quality; it is weighted
and capped at 20% of the maximum variable compensation.
For the first two financial objectives, the achievement rates arecalculated, on the one hand, according to the individual budgets
for the portfolio companies at the beginning of the year and, on theother hand, according to an ambitious scale: if the results achieved are less than 90% of the target budget,the objective is considered not met;

 if the results achieved correspond to the target budget, theobjective is only considered 85% met; and if the results achieved exceed the target budget, the objective isconsidered met at between 85% and 100% depending on theoutperformance, without being able to exceed 100%.
It should be noted that the weighting of unlisted portfolio
companies in the Net Asset Value is not disclosed, for reasons ofconfidentiality related to Wendel’s competitive positioning.
The non-financial objective is based on quantifiable criteria; it isweighted and capped at 35% of the maximum variable
compensation. It is based on the satisfaction of 3 types of criteria,
which represent respectively 65%, 20% and 15% of thenon-financial objective:

 the definition of a new strategic plan and the implementation ofvalue-creating initiatives (weighted and capped at 65% of thenon-financial target). Priorities for 2023 include implementing anactive portfolio management and investment policy, optimizing
Wendel’s financial flexibility, active involvement with the Bureau
Veritas management team to accelerate value creation, andambition to develop a third-party asset management business;

 a human resources criterion (weighted and capped at 20% of
the non-financial objective), aimed at aligning the Paris and New
York investment teams with the new strategic directions; ESG criteria detailed as follows (weighted and capped at 15% of
the non-financial objective): climate: the development of a methodology for climate

objectives that is consistent with the best international
standards in this area and compatible with Wendel’s business.
The definition of this methodology will then make it possible
to set an objective to be reached by 2030,
 risk management: the improvement in cybersecurity at

Wendel and its portfolio companies, as measured by the
progression of NIST ratings.
The achievement rate of the non-financial objective will becalculated based on the effective completion of these initiatives
and actions during the year.

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SummaryType of objective

Weighting

Financial objectives

65%

Performance of Bureau Veritas: organic growth and adjusted operating income

20%

Performance of 5 other companies in the portfolio (Stahl, Constantia, CPI, Tarkett, ACAMS):
organic growth and EBITDA

25%

Maintaining Wendel’s Investment Grade rating20%

Non-financial objective

35%

Criteria:
New strategic plan and value creation initiatives

65%

Human Resources

20%

ESG

15%

TOTAL

100%

Grants of stock options and performance shares

Holding obligation

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

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

Maximum grant amountThe total value of the options and performance shares, as
determined on the date of their grant, for each of the two membersof the Executive Board, may reach a maximum of: 95% of the sumof the fixed and the maximum annual variable portions of theirannual compensation,
Within these proportions, each member of the Executive Board
receives a target allocation of 70% performance shares and 30%
options.
Under the 21st and 22nd resolutions, the 2023 Shareholders’Meeting will be asked to authorize, for a period of 14 months, theallocation of an overall budget of options and performance shares
capped at 1% of the capital. For members of the Executive Board, a
sub-ceiling stipulates that the total number of shares resulting fromthe exercise of the stock options and the vesting of theperformance shares granted may not exceed 50% of this overallbudget, within the limits in terms of compensation referred toabove.

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

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

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2

Allocation of stock options

Allocation of performance shares

Members of the Executive Board may be granted stock
subscription or purchase options.

Members of the Executive Board may be granted performance
shares. The presence condition is of 4 years following the grantdate, it being specified that, subject to the achievement of theperformance conditions described below, 50% of the performance
shares may vest in the event of departure at the end of a period of 2
years, 75% of the performance shares in the event of departure at
the end of a period of 3 years, and 100% of the performance sharesin the event of departure at the end of a period of 4 years.

The exercise price for the stock options is based on the average ofthe share price over the 20 trading days preceding the grant date,with no discount.
The presence condition is 4 years following the grant date, it being
specified that, subject to the achievement of the performance
condition described below, 50% of the options will be exercisable
in the event of departure at the end of a period of 2 years, 75% of
the options in the event of departure at the end of a period of 3
years (and 100% of the options in the event of departure at the endof a period of 4 years).
The Supervisory Board considers that the options include an
intrinsic performance condition directly linked to the growth in the
Company’s share price, since the exercise of the options is only
favorable to the beneficiaries if the share price on the exercise dateis higher than the exercise price set on the grant date.
However, the Board has provided for the inclusion of an additional
ESG performance condition: the options granted under the 2023
compensation policy will be exercisable if, over a period of 4 years,
at least 85% of Wendel employees have attended each year a
training course on inclusion, to raise awareness on, and fightagainst, psycho-social risks.
The Board considers that this performance condition linked to the“S” of ESG will allow the deployment of an ambitious training cycle,
aligned with the Group’s ESG strategy and its objective of being a
responsible company.
The Supervisory Board also stresses that this condition ismeasurable, since a tool will make it possible to monitor and audit
its achievement.
As the options are valid for 10 years, their exercise period begins at
the end of a period of 4 years following their grant date and lastsfor 6 years.

The Supervisory Board has set 3 performance conditions assessedover a period of 4 years that are aligned with the interests ofshareholders. They are based on (i) Wendel’s Total Shareholder
Return (TSR), by applying both an absolute and a relative
assessment, and (ii) growth in the ordinary dividend paid each year
to shareholders. These conditions, and their weighting, are as
follows:

 absolute TSR performance (25% of the allocation)
The absolute performance of Wendel’s annualized TSR ismeasured as follows: if the TSR is greater than or equal to 9% per year, thecondition is met at 100%,
 if the TSR is less than 5% per year, the condition is not met,
 between these two limits, vesting of the shares is calculated ona linear basis; relative TSR performance (50% of the allocation)
The relative performance of Wendel’s annualized TSR ismeasured against that of the CACMid60 index as follows: if Wendel’s TSR is greater than or equal to the median TSR of

the index plus 3%, the condition is met at 100%,
 if Wendel’s TSR is equal to the median of the index’s TSR, thecondition is met at 50%,
 between these two limits, vesting of the shares is calculated ona linear basis,
 if Wendel’s TSR is lower than the median of the index’s TSR,

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

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Employment contract
In accordance with the recommendations of the Afep-Medef Code,the Chairman of the Executive Board does not have an employment
contract.
The other member of the Executive Board, David Darmon, holds a
French law employment contract with the Company that enteredinto force on July 4, 2005. The contract has been suspended since
May 31, 2013, and was last amended on March 4, 2020.
When David Darmon was appointed to the Executive Board, it was
decided, in view of his seniority as an employee of Wendel, tomaintain the suspension of his employment contract rather thanterminate it. This employment contract will remain suspended forthe duration of David Darmon’s term of office.
In the event that David Darmon’s term of office were to end, his
employment contract with the Company would resume. It may beterminated under the conditions of ordinary law, at the initiative ofDavid Darmon or the Company. The termination of theemployment contract will be effective at the end of a notice periodof 6 months (except in the event of serious misconduct) and maytrigger the entitlement to legal and contractual indemnities for
dismissal.
Benefits in kind
The members of the Executive Board are covered byunemployment insurance through GSC (a specialized provider of
unemployment insurance for CEOs).
They also benefit, in the same way as all Wendel employees, fromthe agreements in force at the Company in terms of profit-sharing,savings plan and death and disability insurance, it being specified
that they are not entitled to any supplementary pension plans.

Executive Board members can subscribe to capital increases
reserved for members of the Group savings plan under the same
conditions as all Wendel employees, in accordance with theapplicable legal provisions (i.e., a capped company matching
contribution and a discount of no more than 30% of the reference
price on the share subscription price).
In the context of co-investments made in accordance with theapplicable rules for the period 2021-2025 (see note 4 to theconsolidated financial statements), the subscription price is thesame for Wendel and other co-investors, Executive Board members
included, and does not take into account carried interest rights.
Appointment of a new Executive Board member
In the event of the arrival of a new Executive Board member, theprinciples and criteria defined in this policy will apply to this new
Executive Board member, except in exceptional circumstances. The
Supervisory Board, on the recommendation of the Governance andSustainability Committee, shall determine the fixed and variable
items of the compensation and the objectives of variable
compensation, within that framework and according to the specificsituation of the person concerned. If necessary, any changes to thecompensation policy shall be submitted for approval at the next
Shareholders’ Meeting.
If the new Executive Board member is appointed from outside theCompany, the Supervisory Board, on the recommendation of theGovernance and Sustainability Committee, may decide to pay
benefits to the new Executive Board member as compensation forany benefits he or she may lose by leaving his or her prior position.

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

Prorated amount paid.

Annual variable compensation

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

Options and performance shares

Options not yet exercisable and performance shares not yet vested are forfeited. However, incertain circumstances, the Supervisory Board may, on the recommendation of the Governanceand Sustainability Committee, decide to waive the applicable presence condition. In any event,there may be no exemptions from the application of the performance conditions governing theexercise of the options and/or the vesting of the performance shares.

Termination benefits

The Supervisory Board shall assess the fulfillment of the conditions of application andperformance conditions set for the payment of termination benefits.

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2

Termination benefits

Laurent Mignon

David Darmon

In the event of termination of his term of office on the Executive
Board, Laurent Mignon would receive a payment equal to (i) thesum of his gross fixed monthly compensation at the time ofdeparture and 1/12th of his variable compensation actually paid forthe last fiscal year preceding his departure, (ii) multiplied by the
number of months he served as Chairman of the Executive Board,
without this payment exceeding 18 months of this fixed andvariable compensation.

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

Payment of the benefits is subject to the fulfillment of both of thefollowing two performance conditions: Laurent Mignon must have obtained, for the last 2 years
preceding his departure, variable compensation at least equal
to 70% of his maximum variable compensation; and the amount of the last known ordinary dividend on the date ofdeparture must be higher than or equal to the dividend for theprevious year.
This indemnity will be due only in the event of forced departure,i.e., in the following situations: departure linked to the dismissal as Chairman and member ofthe Executive Board; non-renewal of the term of office as Chairman and member ofthe Executive Board at the request of the Supervisory Board;and resignation as Chairman and member of the Executive Board
within 6 months following a substantial change in
responsibilities or a significant divergence in strategy with theSupervisory Board.
This indemnity will not be due in the event of:Payment of the benefits is subject to the fulfillment of both of thefollowing two performance conditions: David Darmon must have obtained, for the last 2 years
preceding his departure, variable compensation at least equal
to 70% of his maximum variable compensation; and the amount of the last known ordinary dividend on the date ofdeparture must be higher than or equal to the dividend for theprevious year.
This indemnity will be due only in the event of forced departure,i.e., in the following situations: departure linked to the dismissal as member of the Executive
Board;

 non-renewal of the term of office as member of the Executive
Board at the request of the Supervisory Board; resignation as member of the Executive Board within 6 months
following a substantial change in responsibilities or a significant
divergence in strategy; and resignation from office as member of the Executive Board as aresult of dismissal as employee (with the exception of dismissal
for serious or gross misconduct).
This indemnity will not be due in the event of: resignation, except in the aforementioned case; resignation, except in the aforementioned cases; retirement or eligibility for a full pension within the 6 months

 retirement within 6 months prior to eligibility for a full pension;

following the departure; serious or gross misconduct; and a situation of failure recognized by the Supervisory Board. A“Situation of failure” is established where (i) Wendel no longer
benefits from an Investment Grade rating and (ii) for two
consecutive years, Wendel’s TSR is in the bottom quartile interms of relative performance compared to the CACmid60
index.

 serious or gross misconduct; and a situation of failure recognized by the Supervisory Board. A“Situation of failure” is established where (i) the Wendel Group’s
consolidated net debt is greater than €2.5 billion, and (ii) for two
consecutive years, Wendel’s TSR is in the bottom quartile interms of relative performance compared to the CACmid60
index.
At the end of David Darmon’s term of office as a member of the
Executive Board, his employment contract would resume its effects
with the Company and may trigger an entitlement to legal andcontractual severance payments.
It is specified that the total amount of indemnities paid to David
Darmon, including the legal and contractual severance payments
related to his employment contract, may not exceed 18 months of
his monthly average compensation determined as follows: sum of(i) his gross fixed monthly compensation at the time of his
departure, and (ii) 1/12th of the variable compensation actually paid
during the last year preceding his departure.

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2.2.1.3 Compensation policy for membersof the Supervisory Board
Since 2017, the maximum overall compensation budget as
approved by the Shareholders’ Meeting for the Supervisory Board
members is €900,000.
In accordance with the recommendations of the Afep-Medef Code,a criterion of variability based on actual attendance at Supervisory
Board meetings and meetings of its Committees has been included
since 2019 to calculate the awarding of compensation to
Supervisory Board members.

Proposed changes for 2023
The compensation structure has been adjusted to ensure that thevariable portion is systematically preponderant, regardless of thenumber of Board and Committee meetings scheduled during theyear, in accordance with the recommendations of the Afep-Medef
Code. This did not result in a change to the maximum total budget– which has remained unchanged since 2017 – or the amountaccruing to each member assuming full attendance.
Accordingly, the compensation policy for members of theSupervisory Board is based on a maximum amount of annualcompensation, of which 55% is variable and linked to attendance
and 45% is fixed. As a result, a member who fails to attend
scheduled meetings could lose up to 55% of his or her maximum
annual compensation.

The allocation among the members is determined as follows:
Maximum annualcompensation

Variable portion(55%)

Fixed portion(45%)

Chairman of the Supervisory Board€100,000€55,000€45,000

Member of the Supervisory Board€50,000€27,500€22,500

Chair of a Committee(1)€50,000€27,500€22,500

Member of a Committee(1)€20,000€11,000€9,000(1) Amount in addition to the compensation as a member of the Board.

In addition, the Chairman of the Supervisory Board and the Lead
Member of the Supervisory Board receive specific compensation
related to their functions:

 since 2018, the annual compensation of the Chairman of theSupervisory Board has amounted to €250,000. This
compensation was set on the basis of a benchmark. It isreviewed periodically by the Governance and Sustainability
Committee and the Supervisory Board;

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 theLead Member of the Supervisory Board
compensation of €25,000 for his specific duties.

receives

Members of the Supervisory Board do not receive any othercompensation.

7:87:)<-7>-:6)6+Compensation of corporate officers

2 -6-:)416.7:5)<17676<0-+758-6;)<1767.+7:87:)<-7..1+-:;
.7:.1;+)4A-): 
The information mentioned in Article L. 22-10-9, I of the French
Commercial Code is described below. In accordance with
Article L. 22-10-34, I of the French Commercial Code, thisinformation is submitted for approval to the Shareholders’Meeting of June 15, 2023, pursuant to the 11th resolution.

 with regard to performance share and stock option plans forwhich the presence condition had not yet been met, i.e., plans
granted in 2021, the Supervisory Board decided to maintainthe benefit of the plans granted on a pro rata temporis basis,
this option being provided for in the compensation policy.
The performance conditions governing the exercise of theoptions and/or the vesting of the performance shares of theseplans were not waived.

2.2.2.1 Application of the 2022 compensation
policy Laurent Mignon’s appointment:

The 2022 compensation policy for the Chairman of the Executive
Board, the member of the Executive Board and the members of theSupervisory Board was approved as follows at the Shareholders’Meeting of June 16, 2022:

Laurent Mignon’s compensation is in line with the 2022
compensation policy, subject to the adjustments set out below. His
compensation was set by the Supervisory Board, at its meetings of
September 16 and October 27, 2022, on the recommendation of
the Governance and Sustainability Committee.

 Chairman of the Executive Board, the 8th resolution approved
with 97.06% votes in favor;

 member of the Executive Board, the 9th resolution approved
with 97.83% votes in favor; and members of the Supervisory Board, the 10th resolution approved
with 99.53% votes in favor.
The total compensation of the Executive Board member and theSupervisory Board members paid in or awarded for 2022 fullycomplies with the provisions of the compensation policy for 2022.
Regarding the Chairman of the Executive Board, and as part of thesuccession of André François-Poncet in early December 2022, thefollowing clarifications are made: André François-Poncet’s departure:
At the meeting of September 16, 2022 and on therecommendation of the Governance and Sustainability Committee,
the Supervisory Board applied the 2022 compensation policy
without any exception. Accordingly:

In accordance with the compensation policy in force, Laurent
Mignon received benefits of €1,335,000 to compensate for the lossof benefits linked to his previous role. It is specified that: the amount of benefits was determined to compensate for theloss of the following compensation items, all cash-based,
linked to his departure from his term of office as Chairman of
the Executive Board of BPCE: his maximum annual variable
compensation of €1,320,000 for the first 11 months of 2022
and, for the residual balance, deferred cash compensation
subject to a presence condition, which was not met due to his
early departure; the payment of the benefits was subject to Laurent Mignon’s

reinvestment of 40% of it in Wendel shares within 4 months of
his appointment. Laurent Mignon met this obligation bypurchasing 5,980 Wendel shares on January 4, 2023.

 André François-Poncet was not eligible for any termination

benefits following the end of his term of office, as theconditions for payment of such benefits were not met(voluntary departure); no stock options or performance shares were granted toAndré François-Poncet for 2022, although his term of office
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The Supervisory Board made 3 adjustments to the 2022
compensation policy, which will be submitted to the Shareholders’Meeting of June 15, 2023 for approval (10th resolution):

 fixed compensation: fixed compensation increased by 13% to€1,300,000(compared
to€1,150,000
for
André
François-Poncet). This increase seemed appropriate to theSupervisory Board, as it had already been agreed in March 2021
for André François-Poncet’s second term of office, although hedecided to waive it due to the health crisis. In consideration of
the above, Laurent Mignon’s maximum long-term compensation
was reduced from 105% to 95% of the sum of the fixed andmaximum variable portions of his annual compensation. It is
specified that the fixed compensation of the Chairman of the
Executive Board has remained unchanged since 2018, unlikethat of Wendel’s employees, which has increased by 25.81% on
average for employees present since January 1, 2018;

 options and performance shares in the event of departure: theSupervisory Board may, exceptionally, waive the presence
condition applicable to the options and performance shares
granted to Laurent Mignon, without being required to apply a
pro rata temporis calculation;

 termination benefits: the definition of “situation of failure”, which
precludes the payment of such benefits in the event of Laurent
Mignon’s departure, no longer refers to serious misconduct, as
was the case for the rules applicable to André François-Poncet;
it has been aligned with the definition applicable to the
Executive Board member. “Situation of failure” is establishedwhere (i) Wendel no longer benefits from an Investment Graderating and (ii) for two consecutive years, Wendel’s TSR is in thebottom quartile in terms of relative performance compared to
the CACmid60 index.
In accordance with the recommendations of the Afep-Medef Code,this information was published on the website after approval by theSupervisory Board.
Total compensation was structured to encourage performance andalign the interests of the Executive Board members with theCompany’s objectives, thereby contributing to the Company’s
long-term performance.

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2.2.2.2 Total compensation and benefits in kind
The compensation items of Executive Board and Supervisory
Board members presented below are those paid during or
allocated in 2022 in respect of their term of office.

Summary of compensation, options andperformance shares granted in respect of 2022
to each executive corporate officer
Relative proportion of fixed and variable compensation
Annual variable compensation awarded to the Executive Board
members for 2022 corresponds to 112% of the fixed compensation
awarded to André François-Poncet, Laurent Mignon and David
Darmon respectively, for 2022. For more information on theachievement of the performance objectives attached to thepayment of the annual variable compensation, see section 2.2.2.2 –Total compensation and benefits in kind.
The value of the options and performance shares awarded toLaurent Mignon and David Darmon in 2022 represents 95% of thesum of the fixed and maximum variable portions of their annualcompensation. Detailed information is provided in Tables 4 and 6of the Afep-Medef Code shown below. André François-Poncet did
not receive any stock options or performance shares in respect of2022.

7:87:)<-7>-:6)6+Compensation of corporate officers

2

Table 1 under the Afep-Medef Code
2022

2021

2,525,576

2,656,241

André François-Poncet
Chairman of the Executive Board until December 1, 2022
Total compensation awarded for the year (detailed in table 2)
Number of options granted during the year

041,034

Valuation of options granted during the year (detailed in table 4)-

779,646

Number of performance shares granted during the year

023,421

Valuation of performance shares granted during the year (detailed in table 6)-

1,817,470

2,525,576

5,253,357

1,554,227-

TOTAL
Laurent Mignon
Chairman of the Executive Board since December 2, 2022
Total compensation awarded for the year (detailed in table 2)
Number of options granted during the year
Valuation of options granted during the year (detailed in table 4)
Number of performance shares granted during the year

37,085-

530,316-

19,095-

Valuation of performance shares granted during the year (detailed in table 6)

1,237,356

-

TOTAL

3,321,899-

1,717,230

1,677,674

David Darmon
Member of the Executive Board
Total compensation awarded for the year (detailed in table 2)
Number of options granted during the year
Valuation of options granted during the year (detailed in table 4)
Number of performance shares granted during the year

36,29324,858471,809472,302

17,282

14,188Valuation of performance shares granted during the year (detailed in table 6)

1,100,863

1,100,989

TOTAL

3,289,902

3,250,965

The valuation of the options and performance shares corresponds to their fair value, calculated at the time they were granted and in accordance with IFRS:
 the options and performance shares granted in 2021 were valued at €19.0 and €77.6, respectively;
 the options and performance shares granted to David Darmon in August 2022 were valued at €13.0 and €63.7, respectively;
 the options and performance shares granted to Laurent Mignon in December 2022 were valued at €14.3 and €64.8, respectively.
These optional valuations are theoretical and correspond neither to amounts actually received nor to the actual amounts that could be obtained if thepresence and performance conditions enabled their beneficiaries to exercise their rights.

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Summary of the compensationof each executive corporate officer

Variable compensation is paid after the Shareholders’ Meeting in
the year following the year for which it is awarded.

Overview:

65% of the variable compensation for 2022 was subject to theachievement of financial objectives and 35% was subject to theachievement of non-financial objectives. The Supervisory Board, at
its meeting of March 16, 2023, on the recommendation of theGovernance and Sustainability Committee and after validation of
the figures by the Audit, Risks and Compliance Committee,
determined the level of achievement of the objectives as follows: the fixed compensation of André François-Poncet, Laurent
Mignon and David Darmon was set at €1,150,000, €1,300,000
and €770,000 per year, respectively; and Executive Board members’ variable compensation was set at a
maximum of 115% of fixed compensation, with no possibility ofexceeding this limit. This compensation is under nocircumstances guaranteed, but subject to conditions as set out
below.

Type of objective

Weighting/caps

Rate ofachievement
on 100%FINANCIAL OBJECTIVES

Bureau Veritas performancewith equal weightings fororganic growth and adjusted
operating profit

Comments

Comments for the first two objectives:
The achievement rates were calculated by comparing actual levels oforganic growth and profitability with those included in the ambitious
budgets set for the main companies in the portfolio at the beginning of
the year, according to a demanding scale: if the achieved result is less than 90% of the budget, the variable
portion due in this respect is zero; if the achieved result is equal to the budget, the variable portion due inthis respect is only 85%; and if the achieved result is higher than the budget, the variable portion due
in this respect is between 85% and 100%, without being able to exceed
this amount regardless of the level of outperformance.
20%

93.5%

The organic growth and adjusted operating income achieved by Bureau
Veritas in 2022 were compared to these same indicators as budgeted at
the beginning of 2022. This result reflects the strong growth in Bureau
Veritas’ performance, which exceeded the budget, with organic growth
up 7.8% and adjusted operating profit up 12.5% despite a difficult
macroeconomic environment.

Performance of 4 other portfolio 25%
companies (Constantia, CPI, Stahl
and Tarkett) with equal
weightings for organic growthand EBITDA

100%

The achievement rate of this objective was calculated on a consolidated
basis, based on the performance achieved by each of the companies,
weighted according to the average of the individual values of the 4companies in the revalued net assets at December 31, 2021 and at
December 31, 2022. It should be noted that the weighting of unlisted
portfolio companies in the Net Asset Value is not disclosed, for reasons ofconfidentiality related to Wendel’s competitive positioning.
The organic growth and EBITDA of Constantia, CPI, Stahl and Tarkett in
2022 were compared to these same indicators as budgeted at the
beginning of 2022.
Overall, the 2022 performances of Constantia, CPI and Stahl were strong
in terms of organic growth and profitability, and exceeded the budget.
Tarkett’s profitability was lower.

Maintaining Wendel’s
Investment Grade rating

20%

100%

Wendel’s rating remained the same in 2022: BBB stable outlook
according to Standard & Poor’s since January 25, 2019, and Baa2 stable
outlook according to Moody’s since September 5, 2018.

TOTAL FINANCIAL OBJECTIVES 65%

98%

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Type of objective

Weighting/caps

Rate ofachievement
on 100%NON-FINANCIAL OBJECTIVE
Criteria:

Criteria related to75%
the implementation of the2021-24 strategic plan and theimplementation of other value
creation initiatives, in particular: deployment of capitalin unlisted companies;
 development of Wendel
Growth (formerly Wendel Lab); external growth of portfolio
companies;
 dividend growth; optimization of Wendel’sbalance sheet; targeted share buybacks;
 cybersecurity developments.

2

Comments

General comment:
Specific initiatives and actions were set for each criterion when thecompensation policy was determined. The results obtained in this context
are described below.
95%

 The acquisition of ACAMS was completed (approximately €304 million

investment by Wendel).

 Wendel Growth’s development strategy was elaborated and broadly

publicized. The Direct Investment team was strengthened. Several
investment opportunities were reviewed and two investments(Tadaweb and Brigad) – launched in late 2022 – were announced inearly 2023.
 Bureau Veritas made 4 acquisitions, Constantia acquired FFP Packaging
Solutions, and Stahl launched the acquisition of ICP Industrial Solutions
Group (ISG) in the US, for which an agreement was signed in early2023.
 The dividend paid in 2022 increased by 3.4% compared to 2021.
 Wendel’s balance sheet was strengthened with the sale of Cromology,
for a net cash amount of €896 million, and the sale of the Paris
headquarters building, which was completed under very goodconditions. A bond issue was successfully launched, with a 1.375%
coupon – the lowest obtained by Wendel – with a 12-year maturity. Thisissue allowed the early redemption of all the bonds maturing in
October 2024. The syndicated credit line was extended to July 2027. As
a result, the average maturity of the debt was extended to 6.4 years andits weighted average cost reduced to 1.7%.
 The Company bought Wendel shares for €25 million during the first halfof 2022.
 Wendel and its portfolio companies made progress in cybersecurity, as
evidenced by the progression of NIST ratings.

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Weighting/caps

Rate ofachievement
on 100%

Criteria related to the ESG
roadmap, human resources
and compliance procedures,
including: implementation of succession
plans;
 recruitment of senior advisors; improvement of Wendel’s
ESG profile for analysts
and investors;
 increase in ESG performanceindicators of portfolio
companies;
 progress in gender diversity; monitoring and strengtheningof compliance systems.

25%

100%

TOTAL NON-FINANCIALOBJECTIVE

35%

96.3%

TOTAL

100%

97.4%

Type of objective

Comments

The expected initiatives were carried out, in particular:
 succession plans were implemented for all of Wendel’s key positions. At

the level of the portfolio companies: the succession of Didier
Michaud-Daniel was organized with the appointment of Hinda Gharbi
effective as from the 2023 Shareholders’ Meeting; at Stahl andConstantia, succession plans were drawn up for the key positions; 4 senior advisors were recruited for Wendel Growth, and one senioradvisor was recruited for the US investment team; in 2022, Wendel’s score among the non-financial rating systems inwhich it participates was stable compared to the previous year, which
implies a continued improvement in Wendel’s ESG performance given
the progress of the other companies in the sector. For the third year in arow, Wendel is included in the DJSI World and Europe indexes, making
it one of the top 10% highest-performing companies in sustainability in
the Diversified Financials category. Wendel’s efforts to combat climatechange were also recognized by CDP in 2022 with a B rating, compared
to a B- at the end of 2021;
 the outcome of the consolidated ESG performance indicators of theportfolio companies show an improvement in Wendel's 4 priorities, asconfirmed by the Independent Third Party's work. These indicators aredescribed in Chapter 4 of the Universal Registration Document; the gender pay gap at Wendel has been reduced by 16.2 points since2019, and Wendel was ranked 9th in the 2021 ranking for genderbalance in executive bodies of SBF 120 companies (compared to 24th in
the 2019 ranking);
 the compliance systems in place at Wendel and its consolidated
portfolio companies continued to be strengthened in various areas.
Controlled portfolio companies paid particular attention to compliancewith international sanctions in light of the Russia-Ukraine conflict. An
action plan was implemented at ACAMS, aiming at the deployment of acompliance system.

The Supervisory Board did not use the adjustment clause of thecompensation policy.
The Supervisory Board meeting held on March 16, 2023, on theadvice of the Governance and Sustainability Committee, concluded
that the achievement rate of Executive Board members’ objectives
was 97.4% in 2022. In order to determine this rate, the Board
specifically examined (i) for the financial objectives, the level ofachievement of the performance thresholds set at the beginning of2022 and (ii) for the non-financial objective, the achievement of theactions and progress expected for each criterion. More generally,
the Board ensured that the level of achievement of objectives wasconsistent with Wendel's performance in 2022.

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As a result, the Board set the variable compensation of the
Executive Board members for 2022 at 112% of their fixedcompensation, i.e., €1,288,000 for André François-Poncet,€115,818 for Laurent Mignon and €862,400 for David Darmon.

7:87:)<-7>-:6)6+Compensation of corporate officers

2

Table 2 under the Afep-Medef CodeThe amounts "paid during 2022" correspond to the amounts
actually received by each executive corporate officer. The amounts"awarded for 2022" correspond to the compensation allocated tothe executive corporate officers for duties performed during 2022,
regardless of the payment date. These amounts include allcompensation paid by Group companies during the year.

André François-Poncet
2022

2021

Amounts awarded

Amounts paid

Amounts awarded

Amounts paid

1,150,000

1,150,000

1,150,000

1,150,000

70,16770,16797,50097,500

Variable compensation

1,288,000

1,322,500

1,322,500

912,525

Other compensation(3)74,35936,776

170,524

5,924

Benefits in kind(4)13,217

13,217

13,217

13,2172,525,576

2,522,493

2,656,241

2,081,666

Total fixed compensation(1)of which compensation from Group companies(2)TOTAL(1-2) Fixed compensation: Regarding the compensation of Group companies, in 2022, André François-Poncet received directors’ fees from Bureau
Veritas.
(3) Other compensation: André François-Poncet benefits from the agreements in force at Wendel, including the Group profit sharing and savings
plans, in the same manner as any Wendel employee. In addition, as part of his subscription to the capital increase reserved for members of theGroup savings plan, and in accordance with the applicable legal provisions, he benefited in 2022 from the Company’ contribution of €5,924 and a
discount of 30% on the price of the subscribed shares representing a value of €68,435. In addition, as the conditions were met, in 2022, hereceived a profit share of €30,852 (gross) in respect of 2021.
(4) Benefits in kind: André François-Poncet benefited from unemployment insurance taken out with the GSC (social guarantee for business leaders),
amounting to €13,217 for 2022.

André François-Poncet also received health, death and disability insurance under the same terms and conditions as Wendel management
employees.

Laurent Mignon
2022(1)

2021

Amounts awarded

Amounts paid

Amounts awarded

Amounts paid

103,409

103,409

-

-

-

-

-

-

Variable compensation

115,818---

Other compensation(3)1,335,000

1,335,000

-

-

-

-

-

-

1,554,227

1,438,409--

Total fixed compensation(2)of which compensation from Group companies

Benefits in kind
TOTAL(1) The compensation mentioned in these columns corresponds to the compensation awarded or paid to Laurent Mignon in his capacity as Chairmanof the Executive Board since December 2, 2022.
(2) Fixed compensation: Annual amount of €1,300,000, adjusted pro rata based on time served as Chairman of the Executive Board, from
December 2, 2022 to December 31, 2022.
(3) Other compensation: Laurent Mignon received benefits of €1,335,000, to compensate for the loss of benefits linked to his previous role. For more
information, see section 2.2.2.1 of the Universal Registration Document.

Laurent Mignon also receives health, death & disability insurance under the same terms and conditions as Wendel management employees.

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David Darmon
2022

2021

Amounts awarded

Amounts paid

Amounts awarded

Amounts paid

770,000

770,000

725,476

725,476

-

-

-

-

Variable compensation

862,400

834,297

834,297

476,100

Other compensation(1)71,61336,776

104,684

5,924

Benefits in kind(2)13,217

13,217

13,217

13,217

1,717,230

1,654,290

1,677,674

1,220,717

Total fixed compensationof which compensation from Group companies

TOTAL(1) Other compensation: David Darmon benefits from the agreements in force at Wendel, including the Group profit sharing and savings plans, in thesame manner as any Wendel employee. In addition, as part of his subscription to the capital increase reserved for members of the Group savingsplan, and in accordance with the applicable legal provisions, he benefited in 2022 from the Company’ contribution of €5,924 and a discount of
30% on the price of the subscribed shares representing a value of €65,689. In addition, as the conditions were met, in 2022, he received a profit
share of €30,852 (gross) in respect of 2021.
(2) Benefits in kind: David Darmon benefited from unemployment insurance taken out with the GSC (social guarantee for business leaders),
amounting to €13,217 for 2022.

David Darmon also receives health, death & disability insurance under the same terms and conditions as Wendel management employees.

Subscription-type and purchase-type stock options
granted to executive corporate officers for 2022
or exercised during 2022
1. Options granted for 2022
In 2022, David Darmon and Laurent Mignon were granted anamount of stock subscription options determined by theSupervisory Board, on the recommendation of the Governance andSustainability Committee, and within the limits set by shareholders
at the Shareholders’ Meeting. These amounts, granted inAugust 2022 for David Darmon and in December 2022 for Laurent
Mignon, are shown in the table below.
No stock options were granted to André François-Poncet for 2022.
The exercise price for the stock options was based on the averageof the share price in the 20 trading days preceding the grant date,with no discount.

The exercise of these stock options is subject to the following
conditions: a presence condition of 4 years following the grant date of thestock options, it being specified that subject to the achievementof the performance condition described below, 50% of theoptions may be exercised in the event of departure at the end of
a two-year period, 75% of the options in the event of departureat the end of a three-year period and 100% of the options in theevent of departure at the end of a four-year period. However, in
exceptional circumstances, the Supervisory Board may, on therecommendation of the Governance and Sustainability
Committee, decide to maintain the exercise of the stock options
by waiving the applicable presence condition, in accordancewith the compensation policy in force; a performance condition, assessed over a period of 4 years andlinked to the Company’s ESG strategy: the options granted
under the 2022 compensation policy will be exercisable if, overa period of 4 years, at least 90% of the members of the Wendel
Coordination Committee (i.e., senior executives) have attended
an ESG training course each year; and a holding condition of at least 500 shares resulting from theexercise of the options of the 2022 plan.

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2

Table 4 under the Afep-Medef Code – Stock subscription or purchase options granted for 2022

Plan no.
and date

André François-Poncet
Laurent Mignon

Type ofoption(purchase or
subscription)

Numberof options
grantedduringthe year% ofcorresponding
capital(1)Option valuationaccording to themethod used forthe consolidated
financialstatements

Exercise
price(2)Exerciseperiod

-

-

0

-

-

-

-

Plan W-15A

Subscription

37,0850.084%€14.3€87.052026-32

Subscription

36,2930.082%€13.0€84.272026-32

73,3780.166%

Dec. 6, 2022
David Darmon

Plan W-15

See above

Aug. 2, 2022
TOTAL

Performance
conditions

See above(1) Share capital at the date of grant.
(2) The exercise price of the options was determined based on the average share price over the 20 days prior to the grant date, without a discount.

The options were valued by an independent expert using a Monte
Carlo mathematical pricing model. The model takes into accountvarious events that might take place while the options are valid,
including various points in time at which the predetermined
requirements for both performance and presence within the
Company are tested. Based on this model, each stock option was
worth:

 for options granted to Laurent Mignon: €14.3 at the grant date
(December 6, 2022);

 for options granted to David Darmon: €13.0 at the grant date(August 2, 2022).

This value takes into account the presence and demanding
performance conditions that ensure alignment of the Executive
Board’s interests with the Company’s objectives. This valuation
does not reflect the blackout periods or other periods during which
possession of inside information would prevent the beneficiaries
from exercising their options and selling the corresponding shares.
These factors would reduce the value of these options. In any
event, this value is theoretical: the Company has paid no cash
amount to the beneficiaries with regard to these shares.
The value of the stock options granted to Laurent Mignon andDavid Darmon in 2022 represents 30%(1) of their fixed andmaximum annual variable compensation.
A total of 18,667 stock options were granted in 2022 to the 10
non-corporate officer employees who received the highest numberof stock options that year.

(1) Concerning Laurent Mignon: he was granted stock options and performance shares representing a maximum amount of 95% of the sum of the
fixed and maximum variable portions of his annual compensation, adjusted pro rata to the number of days between December 2, 2022 andAugust 1, 2023 (243 days). This period corresponds to his presence during the first year of the August 2022 plan. The options and performance
shares granted on December 6, 2022 to Laurent Mignon were valued at a total amount of €1,767,672 and the value of the options represents 30%of this amount.

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2. Options for which the performance conditions were met in 2022

Under this plan:

The options of Plan W-12 granted on July 8, 2019 became
exercisable on July 8, 2022. The performance condition, assessedover a three-year period, has been met. It required that theordinary dividend paid each year from 2020 must be greater thanor equal to the ordinary dividend paid the previous year.
Accordingly: André François-Poncet was granted 22,579 stock purchase
options;

 David Darmon was granted 9,500 stock purchase options in his
capacity as an employee (the grant having taken place prior to
his appointment as a member of the Executive Board).

 the dividend paid in 2020 (€2.80) was equal to that paid in 2019(€2.80); the dividend paid in 2021 (€2.90) was higher than that paid in2020 (€2.80); and the dividend paid in 2022 (€3.0) was higher than that paid in2020 (€2.90).

3. Options exercised in 2022

Table 5 under the Afep-Medef Code – Stock subscription or purchase options exercised in 2022

David Darmon

Plan no.
and date

Type of option(purchase or subscription)

Number of options
exercised during the year

Exercise pricePlan W-5

Purchase

9,500€54.93

July 5, 2012

These options were granted to David Darmon in his capacity as an employee, the grant having taken place prior to his appointment as
member of the Executive Board.

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4. Review of stock option grants

Table 8 under the Afep-Medef Code – Review of stock subscription or purchase option grants
It should be noted that the plans whose options have expired are not presented in the table below.
Situation as ofDec. 31, 2022

Plan 6

Date of the
Shareholders’ Meeting

Plan 7

Plan 8Plan 9Plan 10

Plan 11

Plan 12

Plan 13

Plan 14

Plan 15

Plan 15A

05/28/13 06/06/14 06/05/15 06/01/16 05/18/17 05/17/18 05/16/19 07/02/20 06/29/21 06/16/22 06/16/22

Plans

W-6

W-7

W-8

W-9

W-10

W-11

W-12

W-13

W-14

W-15

W-15A

Grant date

07/01/13 07/08/14 07/15/15 07/07/16 07/07/17 07/06/18 07/08/19 08/05/20 07/30/21 08/02/22 12/06/22

Type of option

SubPurchase Purchase Purchase Purchase Purchase Purchase Purchase scription

Subscription

Subscription

Subscription

Initial total numberof shares that canbe subscribedor purchased

252,182 231,834 268,314

131,795

72,57337,08568,814 235,895 152,744 145,944 270,342

of which:
Number initially granted to corporate officers:
Laurent Mignon-

37,085

-

-

-

-

-

23,14022,57922,341

41,034--53,51852,632

51,747050,952

-

-

-

-

-

-

David Darmon(1)

-

-

-

-

-

-

-

20,62524,85836,293-

Bernard Gautier

35,67735,08834,500033,96833,78432,965----

André François-Poncet
Frédéric Lemoine

Start date for exercise
of options

07/01/14 07/08/15 07/15/16 07/07/17 07/09/18 07/08/19 07/08/22 08/05/23 07/30/25 08/02/26 12/06/26

Option expiration date

07/01/23 07/08/24 07/15/25 07/06/26 07/06/27 07/05/28 07/08/29 08/02/30 07/29/31 08/01/32 12/05/32

Subscription
or purchase priceper share€82.90 €107.30 €112.39

Discount
Performance
conditions(2)Aggregate numberof shares subscribedor purchased€110.97€84.27€87.05

0%

0%

0%

0%

0%

0%

0%

0%

0%

0%

for all

for all

for all

for all

for all

for all

for all

for all

for all

for all

for all

0 142,834

22,605

0

4,250

8,500

0

0

0

0

5,565 144,279

26,00232,965

6,761

32,0290091,616 122,492 104,479 263,581

99,766

72,57337,085-37,085

213,195

Aggregate numberof canceledor expired options
Number of options
remaining to
be exercised(3)€82.050%0 231,834
38,987

16,005

0 109,475€94.38 €134.43 €120.61 €119.72

40,644

REMAINING OPTIONS TO BE EXERCISED BY CORPORATE OFFICERS(3):Laurent Mignon

-

-

-

-

-

-

-

-

-

André François-Poncet

-

-

-

-

-

23,14022,57922,341

13,678(4)

-

-

-

-

-

-

-

20,62524,858David Darmon(1)36,293-(1) Prior to his appointment as member of the Executive Board in September 2019, David Darmon was awarded stock purchase and subscription
options in his capacity as an employee.
(2) The performance conditions applicable to executive corporate officers are described in the Registration Document or Universal Registration
Document for the year during which the options were granted.
(3) Maximum number subject to fulfillment of performance conditions.
(4) In the context of the departure of André François-Poncet, the grant of options under this plan has been maintained on a pro rata temporis basis(resulting in a loss of 27,356 options out of 41,034 options initially granted), in accordance with the applicable compensation policy.

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Over the last 5 years, employees of Wendel and its international
offices have been granted options, regardless of the beneficiaries’
gender, in the following proportions: 2020: 80% of workforce, including 55% of women, at the grant 2022: 88% of workforce, including 54% of women, at the grant

date (options granted only to Executive Board direct reports andtop managers);date; 2021: 89% of workforce, including 53% of women, at the grantdate; 2019: 28% of workforce, including 26% of women, at the grant 2018: 33% of workforce, including 35% of women, at the grant
date (options granted only to Executive Board direct reports andtop managers).

date;Table describing the performance conditions applicable to options not yet exercisableby corporate officers
Plan 13

Plan 14

Plan 15

Plan 15A-

OPTIONS NOT YET EXERCISABLE BY CORPORATE OFFICERS:
André François-Poncet

22,341

13,678(1)-Laurent Mignon

-

-

-

37,085David Darmon

20,62524,85836,293-

Start date for the
08/05/2023
exercise of stock options

07/30/2025

08/02/2026

12/06/2026

Duration of condition

3 years

4 years

4 years

Type of condition

The ordinary dividend
If, at the end of the first year, all the companies
The options granted under thepaid each year from 2021 controlled by Wendel have drawn up an analysis of2022 compensation policy willmust be greater than ortheir climate risk, the condition is met (25% of thebe exercisable if, over a period
equal to the ordinary
allocation); if, at the end of the second year, at least of 4 years, at least 90% of thedividend paid thehalf of the companies controlled by Wendel havemembers of the Wendel
previous year.
defined and approved a corrective action plan to
Coordination Committee haveaddress the climate risks identified, the condition is attended a yearly ESG training
met (25% of the allocation); if, at the end of the third course.
year, all the companies controlled by Wendel havedefined and approved a corrective action plan toaddress the climate risks identified, the condition ismet (25% of the allocation); if, at the end of the fourthyear, all the companies controlled by Wendel have
implemented priority corrective actions as defined intheir action plan and have presented the initial
results of these corrective actions, the condition ismet (25% of the allocation).

Achievementof the condition

Note: the ordinary
Achievement: all the companies controlled by
dividend paid by decision Wendel have drawn up an analysis of their climateof the Shareholders’risk (verified by the independent third party as part
Meeting of July 2, 2020of its report on the consolidated non-financial
was €2.80 per share.
performance statement). Condition met for the
Achievement: condition first 25% of the allocation.
satisfied for the first year
(dividend paid in 2021
greater than that paid in2020) and for the second
year (dividend paid in
2022 higher than that
paid in 2021).

PERFORMANCE CONDITIONS:

Achievement:
not yet known.
The achievementof this ESG
condition will beverified by the
independent
third party as partof its report on
the consolidated
non-financial
performancestatement.

(1) In the context of the departure of André François-Poncet, the grant of options under this plan has been maintained on a pro rata temporis basis(resulting in a loss of 27,356 options out of 41,034 options initially granted), in accordance with the applicable compensation policy.

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2 3 performance conditions, assessed over a four-year period andPerformance shares granted to executive corporate
officers for 2022 or vested in 2022

respectively covering 25%, 50% and 25% of the allocation:
 the first condition measures the absolute performance of

1. Performance shares granted for 2022

Wendel’s annualized TSR: if the TSR is greater than or equal to
9% per year, the condition is met at 100%; if the TSR is lessthan 5% per year, the condition is not met; between these twolimits, vesting of the shares is calculated on a linear basis,

David Darmon and Laurent Mignon were granted performance
shares in 2022 in an amount determined by the Supervisory Board,on the recommendation of the Governance and Sustainability
Committee, and within the limits set by shareholders at the
Shareholders’ Meeting. These amounts, granted in August 2022 forDavid Darmon and in December 2022 for Laurent Mignon, areshown in the table below.

 the second condition measures the relative performance of

The vesting of these performance shares is subject to the following
conditions:

Wendel’s TSR compared to that of the CACMid60 index: if
Wendel’s TSR is greater than or equal to the median TSR of
the index plus 3%, the condition is met at 100%; if Wendel’s
TSR is equal to the median of the index’s TSR, the condition is
met at 50%; between these two limits, vesting of the shares iscalculated on a linear basis; if Wendel’s TSR is lower than the
median of the index’s TSR, the condition is not met, presence condition of 4 years following their grant date, it being

 the third condition is linked to dividend growth: the ordinary

specified that, subject to the achievement of the performance
conditions described below, 50% of the performance shares
may vest in the event of departure at the end of a two-year
period, 75% of the performance shares in the event of departureat the end of a three-year period and 100% of the performance
shares in the event of departure at the end of a four-year period.
However, in exceptional circumstances, the Supervisory Board
may, on the recommendation of the Governance andSustainability Committee, decide to maintain the vesting of theperformance shares by waiving the applicable presence
condition, in accordance with the compensation policy in force;

dividend paid (excluding any exceptional dividend) each year
for 4 years must be greater than or equal to the dividend paid
the previous year;

No performance shares were granted to André François-Poncet for2022.

 a holding condition corresponding to at least 500 shares of the2022 plan.

Table 6 under the Afep-Medef Code – Performance shares granted for 2022
Number of
performance% ofPlan no. shares granted corresponding
and date during the year
capital(1)Vestingdate

Availability Performancedateconditions

-

0

-

-

-

-

Plan 14-1A

19,0950.043%€64.8

12/06/2026

12/06/2026

17,2820.039%€63.7

08/02/2026

08/02/2026

36,3770.082%

André François-Poncet
Laurent Mignon

Performance sharevaluation according
to the method used
for the consolidated
financial statements

Dec. 6, 2022
David Darmon

Plan 14-1

See above

Aug. 2, 2022
TOTAL

-

See above(1) Share capital at the date of grant.

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Performance shares were valued by an independent expert using aMonte Carlo mathematical pricing model. The model takes into
account various events that might take place while the performance
shares are valid, including various points in time at which thepredetermined requirements for both performance and presence
within the Company are tested. Based on this model, eachperformance share was worth: for shares granted to Laurent Mignon: €64.8 at the grant date
(December 6, 2022);

2. Performance shares for which the performance conditions
were met in 2022
Performance shares granted on July 8, 2019:
The vesting of shares was subject to the absolute and relative
performance of Wendel’s TSR over 3 years. As of July 8, 2022, noneof the thresholds had been reached, so the performance conditions
were not met and all performance shares granted on July 8, 2019were forfeited.

 for shares granted to David Darmon: €63.7 at the grant date(August 2, 2022).
This value takes into account the presence and demanding
performance conditions that ensure alignment of the Executive
Board’s interests with the Company’s objectives. In any event, thisvalue is theoretical: the Company has paid no cash amount to thebeneficiaries with regard to these shares.
The value of the performance shares granted to Laurent Mignon
and David Darmon in 2022 represents 70%(1) of their fixed andmaximum annual variable compensation.
The 10 non-corporate officer employees who were granted thegreatest number of performance shares in 2022 were granted a
total of 117,237 shares (it being specified that in 2022, there were
two separate allocation plans, and the number of 117,237
corresponds to the aggregate number of shares allocated underboth plans).

3. Performance shares that became available in 2022

Table 7 under the Afep-Medef Code – Performance shares that became available in 2022
No performance shares became available in 2022. As a result, Table 7 of the Afep-Medef Code is not applicable.

(1) Concerning Laurent Mignon: he was granted stock options and performance shares representing a maximum amount of 95% of the sum of the
fixed and maximum variable portions of his annual compensation, adjusted pro rata to the number of days between December 2, 2022 andAugust 1, 2023 (243 days). This period corresponds to his presence during the first year of the August 2022 plan. The options and performance
shares granted on December 6, 2022 to Laurent Mignon were valued at a total amount of €1,767,672 and the value of the performance shares
represents 70% of this amount.

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4. Review of performance share grants

Table 9 under the Afep-Medef Code – Review of performance share grants to date
It should be noted that old plans under which no more shares will vest are not presented in the table below.
Situation
as of Dec. 31, 2022

Date of Shareholders’ Meeting
No. of authorized shares as % of
capitalShare grants as % of capital

Plan
11-2

05/16/19
0.5%
0.138%

Grant date

07/08/19

Number of performance shares
granted62,480

Plan
12-1

Plan
12-2

Plan
13-1

07/02/20

Plan
14-2

Plan
14-1A

06/16/22

06/16/22

06/16/22

0.104%

0.138%

0.314%

0.043%

07/30/21

08/02/22

08/02/22

12/06/22

46,411

61,160139,382

19,0951%0.123%

0.163%

08/05/20
84,341Plan
14-1

06/29/21

0.5%
0.189%

Plan
13-2

55,03673,021

1%of which, shares granted to corporate officers:
Laurent Mignon

-

-

-

-

-

-

-

19,095

André François-Poncet

035,745023,421000-David Darmon(1)

-

6,875

0

14,1880

17,2820-

Shares to be issued/existing
sharesexisting

existing

existing

Vesting date

07/10/23

08/05/23

08/05/24

07/30/25

08/02/26

08/02/24

12/06/26

End of holding period

12/06/26

existing

07/10/23

08/05/23

08/05/24

07/30/25

08/02/26

08/02/24

Performance conditions(2)

yes

yes

yes

yes

yes

yes

yes

Share value at grant date

€119.72€82.05€82.05€110.97€84.27€84.27€87.05€110.97

Share value at vesting date

-

-

-

-

-

Number of shares vested

0

0

0

0

0

0

0

0

Aggregate number of canceledor expired shares

10,941

1,948

12,171

17,041

4,877

0

0

0

Number of shares not yet
vested(3)51,53982,39342,86555,98041,534

61,160139,982

19,09519,095

Remaining shares not yet vested for corporate officers(3):Laurent Mignon

-

-

-

-

-

-

-

André François-Poncet-

35,745-

7,807(4)

-

-

-

-

David Darmon(1)

-

6,875

-

14,188-17,282--(1) Prior to his appointment as member of the Executive Board in September 2019, David Darmon was awarded stock purchase and subscription
options in his capacity as an employee.
(2) The performance conditions applicable to corporate officers are described in the Registration Document or Universal Registration Document for
the year during which the performance shares were granted.
(3) Maximum number subject to fulfillment of performance conditions.
(4) In the context of the departure of André François-Poncet, the grant of shares under this plan has been maintained on a pro rata temporis basis(resulting in a loss of 15,614 shares out of 23,421 shares initially granted), in accordance with the applicable compensation policy.

Over the last 5 years, employees of Wendel and its international
offices have been granted free shares, regardless of thebeneficiaries’ gender, in the following proportions: 2022: 88% of workforce, including 54% of women, at the grantdate; 2021: 89% of workforce, including 53% of women, at the grant 2020: 80% of workforce, including 55% of women, at the grantdate; 2019: 88% of workforce, including 51% of women, at the grant
date; and

 2018: 85% of workforce, including 53% of women, at the grant
date.

date;

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Table describing the performance conditions applicable to performance shares not yet vested
for corporate officers
Plan 12-1

Plan 13-1

Plan 14-1

Plan 14-1A-

SHARES NOT YET VESTED FOR CORPORATE OFFICERS:
André François-Poncet

35,745

7,807(1)-

Laurent Mignon

-

-

-

19,095David Darmon

6,875

14,18817,282-08/02/2026

12/06/2026

PERFORMANCE CONDITIONS:
Share vesting date

08/05/23

07/30/2025

Duration of condition

3 years

4 years

Type of condition

Each of the following conditions applies to
one-third of the total number of shares granted
under each plan:
1. absolute performance of Wendel’s annualized
TSR; if the performance is over 9%, thecondition is met at 100%; if this TSR is less than
5%, the condition is not met. Between these
two limits, vesting of the shares is calculated ona linear basis;
2. relative performance of Wendel’s cumulative
TSR (non-annualized) over 3 years compared tothat of the SBF 120; if Wendel’s TSR is 900 basis
point higher than the SBF 120 TSR, thecondition is met at 100%; if Wendel’s TSR isequal to the SBF 120 TSR, the performance
condition is met at 60%; if Wendel’s TSR is 300
basis point lower than that of the SBF 120, thecondition is not met; between these limits,
vesting of the shares is calculated on a linear
basis;
3. relative performance of Wendel’s TSR with
the TSR of a basket of comparable listed
investment and holding companies. If Wendel’s
TSR is in the top decile, then the performance
condition is met at 100%; if Wendel’s TSR isequal to the upper limit of the lowest decile,then the performance condition is met at 20%;
if Wendel’s TSR is in the lowest decile, then theperformance condition is not met; between
these limits, vesting of the shares is calculated
on a linear basis.

The following 3 conditions apply
respectively to 25%, 50% and 25% of thetotal number of shares granted under
the plan:
1. absolute performance of Wendel’sannualized TSR: if the TSR is greaterthan or equal to 9% per year, thecondition is met at 100%; if the TSR isless than 5% per year, the condition is
not met; between these two limits,
vesting of the shares is calculated on alinear basis;
2. relative performance of Wendel’s TSR
compared to that of the CACMid60
index: if Wendel’s TSR is greater thanor equal to the median TSR of theindex plus 3%, the condition is met at100%; if Wendel’s TSR is equal to themedian of the index’s TSR, thecondition is met at 50%; between these
two limits, vesting of the shares iscalculated on a linear basis; if Wendel’s
TSR is lower than the median of theindex’s TSR, the condition is not met;
3. dividend growth: the ordinary dividend
paid (excluding any exceptional
dividends) each year for 4 years must
be greater than or equal to thedividend paid the previous year.

Achievement of the condition

Not yet known.

Not yet known.

(1) In the context of the departure of André François-Poncet, the grant of shares under this plan has been maintained on a pro rata temporis basis(resulting in a loss of 15,614 shares out of 23,421 shares initially granted), in accordance with the applicable compensation policy.

Multi-year variable compensation

Table 10 under the Afep-Medef Code – Summary table of the multi-year variable compensationof each executive corporate officer
Corporate officers do not receive any multi-year variable compensation. As a result, Table 10 of the Afep-Medef Code is not applicable.

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2

Executive corporate officers’ situation with respect to Afep-Medef recommendations
The situation of executive corporate officers complies in every respect with Afep-Medef recommendations.

Table 11 under the Afep-Medef Code
Employment
contract

Supplementary
pension plan

Yes

Yes

Non-competeclause payments

Yes

No

Yes

André François-Poncet
Chairman of the Executive Board(January 1, 2018 – December 1, 2022)

X

X

X

X

Laurent Mignon
Chairman of the Executive Board(December 2, 2022 – April 6, 2025)

X

X

X

X

X

X

X

Executive corporate officers

David Darmon
Member of the Executive Board and CEO(September 9, 2019 – April 6, 2025)

No

Payments or benefits due or
likely to be due upon departureor a change in responsibility

X

Employment contract
For David Darmon’s employment contract, see section 2.2.1.2 –Compensation policy for Executive Board members.

NoNo compensation for chairing a Committee:
 fixed compensation: €25,000, and variable compensation: €3,400 per scheduled meeting;Termination benefits
See sections 2.2.1.2 – Compensation policy for Executive Board
members and 2.2.2.4 – Termination benefits.

Compensation received by the membersof the Supervisory Board
The annual compensation of the members of the Supervisory Board
amounts to a maximum of €900,000, including a variable portion
based on attendance. For 2022, the amount of compensation was
as follows: ordinary compensation (for all Board members except the
Chairman): fixed ordinary compensation: €25,000, and variable ordinary compensation: €3,000 per scheduled meeting; compensation for the Chairman of the Supervisory Board: fixed compensation: €52,000, and variable compensation: €6,000 per scheduled meeting; annual compensation of €250,000 for the Chairman of theSupervisory Board and annual compensation of €25,000 for the
Lead Member of the Supervisory Board for his specific mission.
Members of the Board may be reimbursed for their travel
expenses. The expense reimbursement policy for Supervisory
Board members was approved by the Supervisory Board, on therecommendation of the Governance and Sustainability Committee.
The compensation received by the non-executive corporate officers
in relation to their positions at Wendel and all companies in theGroup are presented in the following table.

 additional compensation for Committee membership (for allcommittee members other than the Chairs):
 fixed compensation for Committee membership: €10,000,

and variable compensation for Committee membership: €1,700

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Table 3 under the Afep-Medef CodeThe amounts awarded correspond to the amounts paid, as there is no time lag between the granting and payment of compensation to
Supervisory Board members.
Non-executive corporate officers

Amounts paid in 2022

Amounts paid in 2021

Compensation for term of office

100,000

100,000

Compensation as Chairman of the Supervisory Board

250,000

250,000

Compensation for Wendel-Participations term of office

10,00010,000360,000

360,000

69,20066,200Compensation for term of office

70,90069,200Compensation for Wendel-Participations term of office

10,00010,00080,90079,200Compensation for term of office-

34,600Compensation for Wendel-Participations term of office-

NICOLAS VER HULST – CHAIRMAN

Total
FRANCA BERTAGNIN BENETTON
Compensation for term of officeBÉNÉDICTE COSTE

Total
ÉDOUARD DE L’ESPÉE (until June 29, 2021)

Total

5,000
39,600NICHOLAS FERGUSON (until June 29, 2021)
Compensation for term of office-

32,900--Compensation for term of office

70,90032,900Compensation for Wendel-Participations term of office

10,00010,00080,90042,900Compensation for term of office

70,90069,200Compensation for Wendel-Participations term of office

10,00010,000Compensation as Chairwoman and CEO of Wendel-Participations

30,00030,000110,900

109,200

Compensation for term of office

93,60070,900Compensation as Lead Member of the Supervisory Board

25,00025,000118,600

95,900Harper MATES(1)Compensation for term of officeFRANÇOIS DE MITRY

Total
PRISCILLA DE MOUSTIER

Total
GERVAIS PELLISSIER

Total

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Non-executive corporate officers

Amounts paid in 2022

GUYLAINE SAUCIER (until June 16, 2022)

2

Amounts paid in 2021-

Compensation for term of office

62,400118,000

119,700

116,300--

44,700-Compensation for term of office

70,90067,900Compensation for Wendel-Participations term of office

10,00010,00080,90077,900Compensation for term of office

70,90070,900Compensation for Wendel-Participations term of office

10,00010,00080,90080,900TOTAL

1,209,100

1,219,000

Of which total compensation paid by Wendel

1,119,100

1,124,000

JACQUELINE TAMMENOMS BAKKER
Compensation for term of office
SOPHIE TOMASI PARISE(1)Compensation for term of office
WILLIAM TORCHIANA
Compensation for term of office
THOMAS DE VILLENEUVE

Total
HUMBERT DE WENDEL

Total(1) As members of the Board representing employees, Harper Mates and Sophie Tomasi Parise do not receive compensation for their duties as
members of the Supervisory Board and the table above does not include the compensation paid to them by the Company under their employment
contract.

2.2.2.3 Clawback clause
Neither the compensation policy for Executive Board members nor
the policy for Supervisory Board members provide for the
possibility, in some cases, of claiming the repayment of variable
compensation (clawback clauses).

2.2.2.5 Compensation paid or awarded by acompany in the scope of consolidation
The compensation paid or granted by the companies included in
the scope of consolidation is presented in the following tables: for Executive Board members: Tables 1 and 2 under the
Afep-Medef Code; and2.2.2.4 Termination benefits
The conditions for the termination benefits that may be paid to
Laurent Mignon and David Darmon are described in section 2.2.1.2– Compensation policy for Executive Board members.
André François-Poncet was not eligible for termination benefits
following the end of his term of office, as the conditions forpayment of termination benefits were not met (voluntary
departure).

 for Supervisory Board members: Table 3 under the Afep-Medef
Code.
This pertains solely to compensation granted or paid for corporate
offices held in companies included in the Company’s scope of
consolidation.

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7:87:)<-7>-:6)6+Compensation of corporate officers

2.2.2.6 Table monitoring changes in Wendel’scompensation ratios and performance
In accordance with Article L. 22-10-9 I, paragraphs 6 and 7 of theFrench Commercial Code, the following are presented for the
Chairman of the Executive Board, the member of the Executive
Board and the Chairman of the Supervisory Board: the ratios between the level of compensation of each of these
corporate officers and, on the one hand, the averagecompensation on a Full-time equivalent basis for the Company’s
employees (excluding said corporate officers), and on the other
hand, the median compensation on a Full-time equivalent basis
for Company’s employees (excluding said corporate officers);and the annual change in the compensation of each of these
corporate officers, the average compensation on a Full-time
equivalent basis for the Company’s employees (excluding said
corporate officers) above-mentioned ratios, and the Company’s
performance over the last five fiscal years.
The amounts indicated were calculated according to themethodology set out below. For this purpose, the Company
referred to the guidelines published by Afep as updated in
February 2021. In particular, the table monitoring such changes isin line with the table proposed by Afep.

Methodology
Numerator (corporate officers)
and denominator (employees)

Compensation and benefits
in kind paid or granted in 2022

Description
 Fixed compensation paid in 2022
 Variable compensation paid in 2022 for 2021
 Exceptional compensation paid in 2022
 Stock subscription or purchase options granted in 2022(1) Performance shares granted in 2022(1) Employee savings (profit-sharing, PEG and PERECOL contributions) paid in 2022
 Benefits in kind paid in 2022
 For the Chairman of the Supervisory Board (numerator): fixed and variable compensation for his termof office at Wendel(1) The options and performance shares were valued by an independent expert at the date of their grant using a Monte Carlo mathematical pricing
model.

In accordance with Afep guidelines, non-recurring compensation
items were excluded from calculations to avoid distorting the ratios’comparability. The following items are excluded: benefits for taking
up a position, termination benefits, non-compete payments andsupplementary pension plans.
The scope taken into account for employees is 100% of theWendel SE workforce in France, subject to the methods detailed
below. This approach was deemed most appropriate given that
Wendel is an investment company, which acquires, holds andresells operating subsidiaries with diversified and unrelated
activities, but does not constitute a centralized industrial or services
Group.
Any employee who joined or left during the year was excluded
from the calculations, except in the event of a seamless
replacement, where the compensation of the departing employee
and the replacement for their respective period of work was taken
into account and counted as a single position.

138  - 2022 Universal Registration Document

For the Chairman of the Executive Board, the member of the
Executive Board and the Chairman of the Supervisory Board: in the event of termination of office during the year, the ratio
was calculated by taking into account the aggregatecompensation paid to the departing and incoming corporate
officers, pro rata to the respective length of their terms of office(ratio expressed according to position and not individually); for the Chairman of the Executive Board and the member of the
Executive Board, the amount of compensation indicated below
corresponds to the sum of (i) the total “amounts paid” for the last
fiscal year presented in Table 2 under the Afep-Medef Code (netof non-recurring items, and (ii) the valuation of the options andperformance shares indicated in Table 1 under the Afep-Medef
Code; and for the Chairman of the Supervisory Board, the amount ofcompensation indicated below corresponds to the sum of thecompensation paid by Wendel, indicated in Table 3 under the
Afep-Medef Code.

2

7:87:)<-7>-:6)6+Compensation of corporate officers

Table for monitoring changes in Wendel’s compensation ratios and performance
2018

2019

2020

2021

2022

245,083

290,463

321,984

307,655

385,011(2.2)%+18.5%+10.9%(4.5)%+25.1%

121,938

145,150

131,070

124,795

153,937(3.8)%+19.0%(9.7)%(4.8)%+23.4%COMPENSATION AND RATIOS
Average compensation of employees (excluding corporate officers)
Change vs previous year
Median compensation of employees (excluding corporate officers)
Change vs previous year
Chairman of the Executive Board (A)Compensation of the Chairman of the Executive Board

4,731,811

5,597,164

4,398,118

4,678,781

4,393,573

Change vs previous year

+1.9%

+18.3%(21.4)%+6.4%(6.1)%

Compared to average employee compensation

19.31

19.27

13.66

15.21

11.41

Change vs previous year

+4.2%(0.2)%(29.1)%+11.3%(25.0)%

Compared to median employee compensation

38.80

38.56

33.56

37.49

28.54

Change vs previous year

+5.9%(0.6)%(13.0)%+11.7%(23.9)%

Member of the Executive Board (B)Compensation of the Executive Board member

2,893,506

3,337,411

1,487,176

2,794,008

3,226,962

Change vs previous year

(6.4)%+15.3%(55.4)%+87.9%+15.5%

Compared to average employee compensation

11.81

11.49

4.62

9.08

8.38

Change vs previous year(4.2)%(2.7)%(59.8)%+96.5%(7.7)%

Compared to median employee compensation

23.73

22.99

11.35

22.39

20.96

Change vs previous year(2.7)%(3.1)%(50.6)%+97.3%(6.4)%

Compensation as Chairman of the Supervisory Board

274,998

350,000

343,750

350,000

350,000

Change vs previous year

+87.1%+23.7%(1.8)%

+1.8%

=

1.12

1.20

1.07

1.17

0.91

+89.8%+7.1%(10.8)%+9.3%(22.2)%

2.26

2.41

2.62

2.88

0.27

+94.8%

+6.6%

+8.7%

+9.9%

(21.2)%

Chairman of the Supervisory Board (C)Compared to average employee compensation
Change vs previous year
Compared to median employee compensation
Change vs previous year
PERFORMANCENAV per share as of December 31 (D)

147.4

166.3

159.1

188.1

167.9

Change vs previous year

(16.4)%+12.8%(4.3)%+18.2%(10.7)%(A) Chairman of the Executive Board during the period: Frédéric Lemoine (April 2009 – Dec. 2017), André François-Poncet (Jan. 2018 – Dec. 2022),
Laurent Mignon (since Dec. 2022).
(B) Member of the Executive Board during the period: Bernard Gautier (May 2005 – Sept. 2019), David Darmon (since Sept. 2019).
(C) Chairman of the Supervisory Board during the period: François de Wendel (March 2013 – May 2018), Nicolas ver Hulst (since May 2018).
(D) Change in scope: NAV as of December 31 is based on the following investments:
 December 31, 2017: Bureau Veritas, Saint-Gobain, Cromology, Stahl, IHS, Constantia Flexibles, Allied Universal, Tsebo, Nippon Oil Pump,
PlaYce, Saham, Mecatherm, Exceet, CSP Technologies;
 December 31, 2018: Bureau Veritas, Saint-Gobain, Cromology, Stahl, IHS, Constantia Flexibles, Allied Universal, Tsebo, Nippon Oil Pump,
PlaYce; December 31, 2019: Bureau Veritas, Cromology, Stahl, IHS, Constantia Flexibles, Allied Universal, Tsebo;
 December 31, 2020: Bureau Veritas, Cromology, Stahl, IHS, Constantia Flexibles, CPI;
 December 31, 2021: Bureau Veritas, Cromology, Stahl, IHS, Constantia Flexibles, CPI, Tarkett, indirect investments and debts;
 December 31, 2022: Bureau Veritas, Stahl, IHS, Constantia Flexibles, CPI, Tarkett, ACAMS, Wendel Growth, other assets and debts.

 - 2022 Universal Registration Document

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7:87:)<-7>-:6)6+Compensation of corporate officers :-)3,7?67.+758-6;)<1768)1,C167:)?):,-,.7:  <7C@-+=<1>-7):,5-5*-:;)6,C<7<0-0)1:5)6
7.<0-#=8-:>1;7:A7):,;=*2-+<<7<0-C;0):-074,-:;E>7<In accordance with Article L. 22-10-34, II of the French Commercial
Code, the following items of the compensation paid or granted, if
applicable, to Executive Board members and to the Chairman of
the Supervisory Board for 2022 must be submitted to theshareholders’ vote: fixed compensation;
 variable compensation for the year, including any multi-year
variable portion, together with the objectives contributing to thedetermination of said variable compensation;

 exceptional compensation;
 stock options, performance shares, and any other form of
long-term compensation;

 benefits for taking up a position and termination benefits;
 supplementary pension plans; and benefits in kind.

140  - 2022 Universal Registration Document

It is proposed that the Shareholders’ Meeting of June 15, 2023
vote on the items of compensation paid in or awarded for 2022
to André François-Poncet, Laurent Mignon, David Darmon andNicolas ver Hulst in respect of their terms of office. This will becovered in the 12th, 13th, 14th and 15th resolutions of the
Shareholders’ Meeting (see section 9.5 – Draft resolutions).

7:87:)<-7>-:6)6+Compensation of corporate officers

2

Breakdown of compensation paid in or awarded for 2022 to André François-Poncet,
Chairman of the Executive Board until December 1, 2022, subject to the shareholders’ vote12th resolution
Form ofcompensation

Amounts

Comments

Gross fixedcompensation€1,150,000(awarded/paid)

Fixed compensation awarded for 2022:
The fixed compensation for André François-Poncet in an amount of €1,150,000 was approvedby the Supervisory Board on November 16, 2017 and has remained unchanged since that date.
A portion (€70,167) is paid as compensation for corporate offices held in companies includedin the Company’s scope of consolidation.

Gross annual
variablecompensation€1,288,000(awarded)

Annual variable compensation awarded for 2022:€1,322,500 (paid)

Annual variable compensation paid in 2022:
The gross annual variable compensation granted for 2021 was paid in 2022 following the approvalof the Shareholders’ Meeting of June 16, 2022 (12th resolution), based on an achievement rate of
the objectives set at 100% of his maximum variable compensation by the Supervisory Board of
March 17, 2022.

Performance
sharesIf all the financial (65%) and non-financial (35%) objectives were achieved, the variable
compensation could have amounted to up to 115% of the fixed compensation. The financial
objectives were as follows: performance of Bureau Veritas, performance of 4 other companies
in the portfolio, maintaining of Wendel’s Investment Grade rating.
The non-financial objective was based on different criteria:
 criteria related to the execution of the 2021-24 strategic plan and the implementation of othervalue-creating initiatives (in particular: deployment of capital in unlisted companies,
development of Wendel Growth (formerly Wendel Lab), external growth of portfolio companies,
dividend growth, optimization of Wendel’s balance sheet, targeted share buybacks,
cybersecurity developments);
 criteria related to human resources, the ESG roadmap and compliance mechanisms, at the levelof Wendel and the portfolio companies (in particular: implementation of succession plans,
recruitment of senior advisors, improvement of Wendel’s ESG profile among analysts andinvestors, progress in ESG performance indicators of portfolio companies, progress in gender
diversity, monitoring and strengthening of compliance mechanisms).
For detailed information on the achievement of these various objectives, see section 2.2.2.2 – Total
compensation and benefits in kind, paragraph “Summary of the compensation of each executive
corporate officer” of the 2022 Universal Registration Document.
On March 16, 2023, on the recommendation of the Governance and Sustainability Committee,
the Supervisory Board set André François-Poncet’s variable compensation at 97.4% of his
maximum variable compensation, i.e., €1,288,000. The amount of the variable compensation
represents 112% of his gross fixed compensation awarded for 2022.
The payment of André François-Poncet’s variable compensation is subject to the approval of the
Shareholders’ Meeting of June 15, 2023 (12th resolution).

No stock options or performance shares were granted to André François-Poncet for 2022,
although his term of office expired at the end of 2022.

Stock options(subscription
and/or purchase)

0

Other
compensation€74,359 (awarded)

Other compensation awarded for 2022:
As part of his subscription to the capital increase reserved for members of the Group savings plan,and in accordance with the applicable legal provisions, André François-Poncet benefited from theCompany matching contribution of €5,924 (already paid, see below) and a 30% discount on theprice of the subscribed shares, representing an amount of €68,435.

€36,776 (paid)

Other compensation paid for 2022:
This amount corresponds to the Company matching contribution of €5,924 in connection with thecapital increase reserved for members of the Group savings plan and a profit share of €30,852(gross) in respect of 2021.

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Form ofcompensation

Amounts

Comments

Benefits in kind

€13,217(awarded and paid)

André François-Poncet benefited from unemployment insurance taken out with the GSC (social
guarantee for Company managers) in an amount of €13,217 for 2022.

Termination
benefits

None owed or paid

André François-Poncet was not eligible for termination benefits following the end of his term ofoffice, as the conditions for payment of termination benefits were not met (voluntary departure).

André François-Poncet did not receive any of the following benefits: multi-year variable compensation, exceptional compensation,
non-compete clause payment, or supplementary pension plan. André François-Poncet did not use the Company car that could have been
made available to him.

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2

Breakdown of compensation paid in or awarded for 2022 to Laurent Mignon,
Chairman of the Executive Board since December 2, 2022, subject to the shareholders’ vote13th resolution
Form ofcompensation

Amounts

Comments

Gross fixedcompensation€103,409(awarded/paid)

Fixed compensation awarded for 2022:
The annual fixed compensation was set at €1,300,000 by the Supervisory Board at its meeting of
September 16, 2022. The amount of €103,409 corresponds to the adjustment pro rata to the time
served as Chairman of the Executive Board, from December 2 to December 31, 2022.

Gross annual
variablecompensation€115,818 (awarded) Annual variable compensation awarded for 2022:
The objectives conditioning the payment of Laurent Mignon’s variable compensation for 2022
were identical to those set for André François-Poncet and David Darmon.
If all the financial (65%) and non-financial (35%) objectives were achieved, the variable
compensation could have amounted to up to 115% of the fixed compensation (as adjusted pro
rata to the time served as Chairman of the Executive Board, from December 2, 2022 to
December 31, 2022).
The financial objectives were as follows: performance of Bureau Veritas, performance of 4 othercompanies in the portfolio, maintaining of Wendel’s Investment Grade rating.
The non-financial objective was based on different criteria:
 criteria related to the execution of the 2021-24 strategic plan and the implementation of othervalue-creating initiatives (in particular: deployment of capital in unlisted companies,
development of Wendel Growth (formerly Wendel Lab), external growth of portfolio companies,
dividend growth, optimization of Wendel’s balance sheet, targeted share buybacks,
cybersecurity developments);
 criteria related to human resources, the ESG roadmap and compliance mechanisms, at the levelof Wendel and the portfolio companies (in particular: implementation of succession plans,
recruitment of senior advisors, improvement of Wendel’s ESG profile among analysts andinvestors, progress in ESG performance indicators of portfolio companies, progress in gender
diversity, monitoring and strengthening of compliance mechanisms).
For detailed information on the achievement of these various objectives, see section 2.2.2.2 – Total
compensation and benefits in kind, paragraph “Summary of the compensation of each executive
corporate officer” of the 2022 Universal Registration Document.
On March 16, 2023, on the recommendation of the Governance and Sustainability Committee, theSupervisory Board set Laurent Mignon’s variable compensation at 97.4% of his maximum variable
compensation, i.e., €115,818. The amount of the variable compensation represents 112% of hisgross fixed compensation awarded for 2022.
The payment of Laurent Mignon’s variable compensation is subject to the approval of the
Shareholders’ Meeting of June 15, 2023 (13th resolution).
-

Annual variable compensation paid in 2022:
None.

Performance
shares

19,095 performance
shares valued
at their grant dateat €1,237,356*

In accordance with the authorization granted by the Shareholders’ Meeting of June 16, 2022,
Laurent Mignon was granted performance shares on arrival, pro rata to his presence during thefirst year of the August 2022 plan, i.e., from December 2, 2022 to August 1, 2023. The vesting ofthese shares is subject to performance conditions, assessed over a period of 4 years and coveringrespectively 25%, 50% and 25% of the allocation:
 the first condition measures the absolute performance of Wendel’s annualized TSR: if the TSR isgreater than or equal to 9% per year, the condition is met at 100%; if the TSR is less than 5% per
year, the condition is not met; between these two limits, vesting of the shares is calculated on alinear basis; the second condition measures the relative performance of Wendel’s TSR compared to that of
the CACMid60 index: if Wendel’s TSR is greater than or equal to the median TSR of the index
plus 3%, the condition is met at 100%; if Wendel’s TSR is equal to the median of the index’s TSR,
the condition is met at 50%; between these two limits, vesting of the shares is calculated on alinear basis; if Wendel’s TSR is lower than the median of the index’s TSR, the condition is notmet; the third condition is linked to dividend growth: the ordinary dividend paid (excluding any
exceptional dividend) each year for 4 years must be greater than or equal to the dividend paid
the previous year.
* The performance shares were valued by an independent expert at €64.8 (unit value) on their
grant date, it being specified that this is a theoretical valuation that may be different from theamounts that will (or not) be actually received depending on the achievement (or not) of theconditions attached to these performance shares.

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Form ofcompensation

Amounts

Comments

Stock options(subscription
and/orpurchase)

37,085 stock
subscription
options valued
at their grant dateat €530,316*

In accordance with the authorization of the Shareholders’ Meeting of June 16, 2022, stock
subscription options were granted to Laurent Mignon on arrival. The exercisability of these options
is subject to the following performance condition: the options will be exercisable if, over a periodof 4 years, at least 90% of the members of the Wendel Coordination Committee have attended a
yearly ESG training course.
* The stock options were valued by an independent expert at €14.3 (unit value) at their grant date,it being specified that this is a theoretical valuation that may be different from the amounts that will(or not) be actually received depending on the achievement (or not) of the conditions attached tothese performance shares.

Other
compensation€1,335,000(awarded/paid)

In accordance with the compensation policy in force and the decisions of the Supervisory Board
made at the meetings of September 16, 2022 and October 27, 2022, Laurent Mignon received
benefits of €1,335,000 to compensate for the loss of benefits linked to his previous role. It is
specified that: the amount of benefits was determined to compensate for the loss of the following
compensation items, all cash-based, linked to his departure from his term of office as Chairmanof the Executive Board of BPCE: his maximum annual variable compensation of €1,320,000 for
the first 11 months of 2022 and, for the residual balance, deferred cash compensation subject toa presence condition, which was not met due to his early departure; the payment of the benefits was subject to Laurent Mignon’s reinvestment of 40% of it in Wendel
shares within 4 months of his appointment. Laurent Mignon met this obligation by purchasing
5,980 Wendel shares on January 4, 2023.

Benefits in kind-

Laurent Mignon did not receive any benefits in kind.

Termination
benefits-

None owed or paid. The compensation policy applicable to Laurent Mignon provides for thefollowing commitments in the event of forced departure: payment equal to (i) the sum of his fixed monthly compensation at the time of departure and1/12th of his variable compensation actually paid for the last fiscal year preceding his departure,(ii) multiplied by the number of months Laurent Mignon served as Chairman of the Executive
Board, without this payment exceeding 18 months of this fixed and variable compensation;
 subject to (i) the absence of “situation of failure” and (ii) two performance conditions: Laurent
Mignon must have received, for the last two fiscal years preceding his departure, variable
compensation equal to at least 70% of his maximum variable compensation; and the amount of
the last known ordinary dividend on the date of departure must be greater than or equal to thedividend for the previous year.

Laurent Mignon did not receive any of the following benefits: multi-year variable compensation, exceptional compensation, non-competeclause payment, or supplementary pension plan.

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2

Breakdown of compensation paid in or awarded for 2022 to David Darmon,
member of the Executive Board, subject to the shareholders’ vote14th resolution
Form ofcompensation

Amounts

Comments

Gross fixedcompensation€770,000(awarded/paid)

Fixed compensation awarded for 2022:
The fixed compensation was approved by the Supervisory Board on March 17, 2021, amounting to€770,000, effective from April 1, 2021 and has remained unchanged since that date.

Gross annual
variablecompensation€862,400 (awarded) Annual variable compensation awarded for 2022:

Performance
sharesIf all the financial (65%) and non-financial (35%) objectives were achieved, the variable
compensation could have amounted to up to 115% of the fixed compensation. The financial
objectives were as follows: performance of Bureau Veritas, performance of 4 other companies in
the portfolio, maintaining of Wendel’s Investment Grade rating.
The non-financial objective was based on different criteria:
 criteria related to the execution of the 2021-2024 strategic plan and the implementation of othervalue-creating initiatives (in particular: deployment of capital in unlisted companies,
development of Wendel Growth (formerly Wendel Lab), external growth of portfolio companies,
dividend growth, optimization of Wendel’s balance sheet, targeted share buybacks,
cybersecurity developments);
 criteria related to human resources, the ESG roadmap and compliance mechanisms, at the levelof Wendel and the portfolio companies (in particular: implementation of succession plans,
recruitment of senior advisors, improvement of Wendel’s ESG profile among analysts andinvestors, progress in ESG performance indicators of portfolio companies, progress in gender
diversity, monitoring and strengthening of compliance mechanisms).
For detailed information on the achievement of these various objectives, see section 2.2.2.2 – Total
compensation and benefits in kind, paragraph “Summary of the compensation of each executive
corporate officer’” of the 2022 Universal Registration Document.
On March 16, 2023, on the recommendation of the Governance and Sustainability Committee, theSupervisory Board set David Darmon’s variable compensation at 97.4% of his maximum variable
compensation, i.e., €862,400. The amount of the variable compensation represents 112% of hisgross fixed compensation awarded for 2022.
The payment of David Darmon’s variable compensation is subject to the approval of the
Shareholders’ Meeting of June 15, 2023 (14th resolution).
€834,297 (paid)

Annual variable compensation paid in 2022:
The gross annual variable compensation granted for 2021 was paid in 2022 following the approvalof the Shareholders’ Meeting of June 16, 2022 (13th resolution), based on an achievement rate of
the objectives set at 100% of his maximum variable compensation by the Supervisory Board
meeting of March 17, 2022.

17,282 performance
shares valued
at their grant dateat €1,100,863*

In accordance with the authorization of the Shareholders’ Meeting of June 16, 2022, performance
shares were granted to David Darmon. The vesting of these shares is subject to performance
conditions, assessed over a period of 4 years and covering respectively 25%, 50% and 25% of theallocation:
 the first condition measures the absolute performance of Wendel’s annualized TSR: if the TSR isgreater than or equal to 9% per year, the condition is met at 100%; if the TSR is less than 5% per
year, the condition is not met; between these two limits, vesting of the shares is calculated on alinear basis; the second condition measures the relative performance of Wendel’s TSR compared to that of
the CACMid60 index: if Wendel’s TSR is greater than or equal to the median TSR of the index
plus 3%, the condition is met at 100%; if Wendel’s TSR is equal to the median of the index’s TSR,
the condition is met at 50%; between these two limits, vesting of the shares is calculated on alinear basis; if Wendel’s TSR is lower than the median of the index’s TSR, the condition is notmet; the third condition is linked to dividend growth: the ordinary dividend paid (excluding any
exceptional dividend) each year for 4 years must be greater than or equal to the dividend paid
the previous year.
* The performance shares were valued by an independent expert at €63.7 (unit value) on their
grant date, it being specified that this is a theoretical valuation that may be different from theamounts that will (or not) be actually received depending on the achievement (or not) of theconditions attached to these performance shares.

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Form ofcompensation

Amounts

Comments

Stock options(subscription
and/orpurchase)

36,293 stock
subscription
options valued
at their grant dateat €471,809*

In accordance with the authorization of the Shareholders’ Meeting of June 16, 2022, stock
subscription options were granted to David Darmon. The exercisability of these options is subject
to the following performance condition: the options will be exercisable if, over a period of 4 years,
at least 90% of the members of the Wendel Coordination Committee have attended a yearly ESG
training course.
* The stock options were valued by an independent expert at €13.0 (unit value) at their grant date,it being specified that this is a theoretical valuation that may be different from the amounts that will(or not) be actually received depending on the achievement (or not) of the conditions attached tothese performance shares.

Other
compensation€71,613 (awarded)

Other compensation awarded for 2022:
As part of his subscription to the capital increase reserved for members of the Group savings plan,and in accordance with the applicable legal provisions, David Darmon benefited from theCompany matching contribution of €5,924 (already paid, see below) and a 30% discount on theprice of the subscribed shares representing an amount of €65,689.

€36,776 (paid)

Other compensation paid for 2022:
This amount corresponds to the Company matching contribution of €5,924 in connection with thecapital increase reserved for members of the Group savings plan and a profit share of €30,852(gross) in respect of 2021.

Benefits in kind

€13,217(awarded/paid)

David Darmon benefited from unemployment insurance taken out with the GSC (social guarantee
for Company managers) in an amount of €13,217 for 2022.

Termination
benefits-

None owed or paid.
The compensation policy applicable to David Darmon includes the following commitments:
 termination benefits equal to 18 months of David Darmon’s average monthly fixedcompensation at the time of departure; subject to two cumulative performance conditions: David Darmon must have received, for thelast two fiscal years preceding his departure, variable compensation equal to at least 70% of his
maximum variable compensation; and the amount of the last known ordinary dividend on thedate of departure must be greater than or equal to the dividend for the previous year.
Since David Darmon’s employment contract governed by French law was suspended during his
term of office, said contract will take effect again at the end of his term of office and may entitle
him, if applicable, to statutory and contractual termination benefits. These benefits, together withthose due in respect of the term of office, are capped at 18 months’ average monthly
compensation determined as follows: the sum of (i) his average monthly fixed compensation at thetime of his departure, and (ii) 1/12th of his variable compensation actually paid in respect of the last
fiscal year preceding his departure.

David Darmon did not receive any of the following benefits: multi-year variable compensation, exceptional compensation, non-competeclause payment, or supplementary pension plan.

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2

Breakdown of compensation paid in or awarded for 2022 to Nicolas ver Hulst,
Chairman of the Supervisory Board, subject to the shareholders’ vote15th resolution
Form ofcompensation

Amounts

Comments

Gross fixedcompensation€250,000(awarded/paid)

The Chairman of the Supervisory Board has received yearly compensation of €250,000 since 2018.

Compensation
related tomeetings€100,000(awarded/paid)

In accordance with the compensation policy for the members of the Supervisory Board approvedby the Shareholders’ Meeting of June 16, 2022, this amount corresponds to the sum of the “fixedfee” of €52,000 and the “variable fee” of €6,000 per scheduled meeting.
Nicolas ver Hulst attended all 10 Supervisory Board meetings held in 2022.

Nicolas ver Hulst did not receive any of the following benefits: variable compensation, multi-year variable compensation, exceptional
compensation, stock options, performance shares, benefits in kind, termination benefits, non-compete clause payment, or supplementary
pension plan.

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148  - 2022 Universal Registration Document

3"#
$ "#
$%&!$%
3.1.1
3.1.2
3.1.3
3.1.4
3.1.5



Operational and business risks
Financial risks
External risks
Risks related to governance
Risks specific to portfolio
companies&&!  %'$  $'&!$+ ($!  &
3.2.1
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3.2.3

Judicial proceedings
andarbitration
Insurance
Regulatory environment$%  &  &$ ! &$!%+%&%

151
153
154
155

3.3.1
3.3.2

155

3.3.3
3.3.4


3.3.5
157
157
158

3.3.6



Introduction
160
An appropriate organization
with clearly-defined responsibilities
and powers
162
Periodic assessments of themain risks
166
Appropriate internal control
processes
168
Review of the internal control
system171
Achievements in 2022
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Risk factors

 "1;3.)+<7:;
Wendel regularly evaluates its own risk factors and those of its
consolidated subsidiaries, operating subsidiaries, and holding
companies. The risk management process is described below insection 3.3 – Risk management and internal control systems.
The risk factors presented in this section are those that are specificto the Company and/or its marketable securities which could havea material net effect on the business operations, financial position
or future performance of the Company or of the companies thatwere fully consolidated during the fiscal year ended and as of thedate of this Universal Registration Document.
This section is not intended to provide a full list of all of the Group’s
risk factors. In particular, other risks that Wendel does not consider
specific to its activities in that, to varying degrees, they are also
relevant to other issuers irrespective of the business, could have an
equally negative impact on Wendel or its activities, its financial
position, earnings or outlook.
As a long-term investor, Wendel is also vigilant with regard to theoccurrence of emerging risks which, without constituting specificrisks at this stage, are the subject of particular attention.
Accordingly, the climate risk (i.e., the impact that global warming
could have on its business or that of its portfolio companies) has,since 2021, been taken into account via a specific impact audit,
which led to the implementation of the necessary resilience andadaptation plans in 2022. These long-term trends include thetransformation of working methods with remote working becoming
the norm. The impact of this transformation is likely to pose newrisks in terms of both IT security and attractiveness and talentretention, mental health and well-being at work, issues for whichrisk mitigation actions have been undertaken.

Other risks, of which the Company is unaware as of the date of this
Universal Registration Document, may also exist or arise.
As regards the exceptional situation resulting from the Covid-19
global pandemic in 2020 and 2021, and given the gradual return tonormal conditions, the risk factor was not considered specific in
2022.
In connection with the conflict in Ukraine, and due to the impacts
on the world economy (inflation, tension on credit markets), a
specific risk factor is once again presented below.
Where possible, Wendel has also endeavored to describe theimpacts on its portfolio companies, in section 1.4 – Portfolio
companies.
Risk factors fall into four categories:

 risks relating to Wendel’s operations and business; financial risks; external risks;
 risks related to governance.
Risks are ranked within their respective categories by reverse orderof importance according to their likelihood of occurrence andestimated impact and having factored in mitigation measures.
The summary table below is intended to present an overview ofthese risks according to their net impact, based on whether they
are considered by Wendel to be high, medium or low risk
(decreasing order).

Risk category

Risk factors

Impact3.1.1 Operational and business risks

3.1.1.1 Risks related to geographical exposure and asset concentrationHigh

3.1.1.2 Risks related to the robustness of portfolio companies’ business models

High

3.1.1.3 Risks related to due diligence on contemplated investments and divestments

Medium3.1.1.4 Risks related to valuing portfolio companies

Medium3.1.2 Financial risks

3.1.2.1 Risks related to equity market fluctuations

High

3.1.3 External risks

3.1.3.1 Risks related to the conflict in Ukraine and geopolitical tensions

Medium

3.1.4 Risks related to governance3.1.4.1 Risks related to the presence of a majority shareholder

Low

In addition, risks specific to portfolio companies are presented in section 3.1.5 for each of the fully consolidated companies. Risk factors
related to Bureau Veritas are presented in more detail in its own Universal Registration Document. Please also refer to the financial
communications specific to the other listed companies in the portfolio (IHS, Tarkett) for their risk factors.

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Risk factors



3

8-:)<176)4)6,*=;16-;;:1;3;

3.1.1.1 Risks related to geographical exposureand asset concentration
Presentation of risk
A high level of concentration in specific regions and sectors cangive rise to significant economic risks for the portfolio in the eventof a downturn in those regions or sectors. Wendel aims to diversify
the geographical exposure of its assets.
By increasing the regional diversification of its assets, the Wendel
Group is exposed to currency risk and to certain specific country
risks, such as in Nigeria or China.
Wendel deems its investment in Bureau Veritas to be a high-quality
asset. This holding accounted for 45% of the Company’s grossasset value at December 31, 2022. Any significant decrease in
Bureau Veritas’ share price would have a considerable impact on
Wendel’s Net Asset Value (NAV).
IHS operates in different African countries and especially in Nigeria(where the majority of its towers are located) and, since 2020, in the
Middle East and South America. As such, its development could be
negatively impacted by legal, regulatory, political, financial or fiscal
factors specific to these regions and which could be beyond its
control. The Company is also significantly exposed to a single
customer which is, however, the subsidiary of a significant
shareholder.
The activities of Wendel’s portfolio companies in Ukraine or Russia,
albeit limited, could be disrupted given the current conflict and its(direct or indirect) consequences.
Risk management

IHS is itself pursuing a strategy of reducing the weight of Nigeria in
its activities, and diversifying its customer base.
Lastly, Wendel keeps itself informed as much as possible ofdevelopments in the situation related to the conflict in Ukraine, andin particular the sanctions against Russia that could impact theability of its portfolio companies to carry out their business.
The direct exposure of portfolio companies in Ukraine and Russia(sales generated locally, assets present in these countries) remains
limited, with the exception of Tarkett, which could be significantly
impacted if its operations in Russia were to be significantly
disrupted.
The portfolio’s concentration risk remains significant: as ofDecember 31, 2022, Wendel’s gross assets consisted of 50.3% oflisted assets (Bureau Veritas, IHS and Tarkett), 38.8% of unlisted
assets (four companies) and 11% cash and financial assets.

3.1.1.2 Risks related to the robustness of
portfolio companies’ business models
Presentation of risk
Wendel’s ability to seize investment opportunities, best manage its
investments, and optimize financing and refinancing depends on
how well it is able to assess the quality and resilience of thebusiness models of its portfolio companies, from when thosecompanies are acquired through to when they are divested.
This assessment of companies looks particularly at the following
factors:

 risks related to operations and business: risks related to

The Wendel Group seeks to reduce the sensitivity to these risks bydiversifying its assets, in terms of both sector and region.
Divestments made over the last few years to rationalize Wendel’s
portfolio by reducing the number of investments (such as the latest
sale of Cromology in 2021, for example), mechanicallystrengthened the concentration of its assets. Given the compositionof the NAV, these divestments have not significantly changed theGroup’s geographical or sectoral profile.

 financial risks: risk related to leverage, cash flow stability, andConversely, acquisitions such as Crisis Prevention Institute, Tarkett
and ACAMS have the opposite effect and contribute to reducing
risk. Though modest in terms of NAV, the development of Wendel
Growth is part of this diversification process.

limited number of countries, or in countries with high risk
profiles, risks of disruption related to innovative alternativetechnologies compliance with social and environmental
standards and the capacity to seize opportunities around CSR
themes;Wendel’s teams regularly and closely monitor Bureau Veritas andits risks.

 risks related to governance especially for minority stakes: risks

non-compliance with budgets, potential impact of market trends
on operating margin, competitive pressure, changes incommodity prices, rapid growth and execution, key people;
ability to service its debts, liquidity and ability to meet banking
covenants;

 external risks: risks related to the concentration of activities in a

related to the ability to influence the strategy and the external
growth appetite.

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Risk factors

Risk management
The risk evaluation is carried out prior to acquiring shares byconducting in-depth due diligence covering a significant number offactors that could affect the business model of the portfolio
companies.
Monthly reporting of the performance of portfolio companies isprepared post-acquisition as well as quarterly monitoring via
business reviews. The teams include operating partners within theinvestment team that are in permanent contact with the companieson operational or strategic matters.
Wendel pays special attention to the quality of the senior
executives of its portfolio companies and regularly evaluates theirperformance and their succession plans.
Appropriate financing is set up or renegotiated often with favorable
conditions for borrowers despite recent tougher market conditions.
In the context of the Covid-19 pandemic, Wendel remained
particularly attentive to the cash forecasts of its portfolio companies
and assisted the senior executives of its companies in adopting
solutions that are best adapted to their circumstances. Wendel
continues to be vigilant as the impact of the health crisis subsides.
In the current inflationary context related to the conflict in Ukraine,
Wendel has closely monitored the exposure of its companies to the
Ukrainian and Russian markets, as well as the more indirectconsequences (increase in energy or commodity prices, disruption
in the market supply chains, staff turnover and inflation, ability toincrease their own prices). Overall, Wendel continues to pay close
attention to its portfolio companies' ability to increase their own
prices.
Lastly, financing is without recourse to Wendel.

3.1.1.3 Risks related to due diligenceon contemplated investments
and divestments
Presentation of risk
Equity investments involve a risk at the time an ownership interest is
acquired in a company, in that the target’s value might beoverestimated. The valuation applied to a target company is basedin particular on operating, financial, accounting, social, legal, tax
and environmental data communicated during the due diligence,and this information might not be entirely accurate or complete.
Due diligence processes may also be shorter than otherwise
expected.
As part of a divestment, Wendel may grant earnouts or
representations and warranties.

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Proposed investments and divestments are also subject to stock
market, debt and venture-capital risks, which can impact the prices
and liquidity of these assets, in particular, in the context of risingcredit costs.
Risk management
Wendel’s due diligence is reviewed particularly by the Investment
Committee. They are thorough and must, when possible, meet
predetermined investment criteria. Identified risks can, on acase-by-case basis, be covered by a seller’s warranty. These due
diligence processes are updated regularly and include CSR anddigitalization considerations, as well as compliance or internal
control aspects. During this due diligence, Wendel also relies on
expert advice provided by renowned service providers.
Wendel aims to limit as much as possible the amount and durationof any earnout clauses and representations and warranties granted
during divestments.
Wendel also makes co-investments with quality partners in order tobetter examine its projects and limit its exposure, with the prospectof an alignment of interests.
With Wendel Growth, Wendel is gradually strengthening its teams
to acquire the necessary specific skills (notably by working withsenior advisors with longstanding experience), and is defining
appropriate assessment and monitoring processes.

3.1.1.4 Risks related to valuing portfolio
companies
Presentation of risk
Once they have joined the portfolio, the companies in which
Wendel has invested are evaluated on a regular basis. Theseevaluations are used to calculate NAV, but they do not necessarilyreflect ultimate disposal or listing value (no discount for listing, forminority or control premium is used in our valuation methodology).
In addition, controlled private companies are less liquid and are
generally of a smaller size than listed companies. High volatility inthe financial markets or weaker economic performances amplified
by leverage from the debt of portfolio companies could causesignificant fluctuations in the NAV.
There is no guarantee that portfolio companies can be sold at avalue at least equal to that used to calculate Wendel’s NAV.
Moreover, the sale of equity investments can be facilitated orhindered by market conditions.
Conversely, some portfolio companies may find buyers at asignificantly higher price than the one set for NAV purposes,
particularly in the event of a change of control resulting in a
strategic premium.

"1;3)+<7:;
Risk factors

Risk management
Wendel’s NAV is calculated four times a year, using a precise,stable methodology (see section 5.3). It is determined by the
Executive Board, reviewed by the Audit, Risks and Compliance
Committee, and examined by the Supervisory Board (seesection 2.1.7). An independent appraiser makes and submits its
own valuation. When appropriate, the methodology can be
adjusted to obtain a better estimate. Prior to each NAV publication
date, the Statutory Auditors verify that the calculation methodology
used complies with the Group’s methodology and confirm its
consistency with accounting data as well as the acceptable natureof any adjustments. They also conduct a regular review of peers
samples used in the calculation.

3

The individual Net Asset Values (NAV) of unlisted investments arealso approved by the Boards of Directors of their parent companies
in Luxembourg. Independent directors sit on these Boards.
In addition, Wendel’s business model does not have any time
constraints for completing sales. The risk of a forced sale at apotentially unfavorable price is consequently limited, generally
speaking.
The presence within Wendel’s portfolio of listed companies also
limits the risk of errors in calculating the valuation of these assets(which are valued based on the share price).

 16)6+1)4:1;3;
In addition to the description of risk below, information related tofinancial risks is presented in note 6 “Financial risk management” tothe consolidated financial statements in this document.

3.1.2.1 Risk related to equity market
fluctuations
Presentation of risk
Wendel’s assets are mainly investments in which it is the main orcontrolling shareholder. These assets are listed (Bureau Veritas) or
unlisted. Other assets in which the Wendel Group directly or
indirectly holds a minority stake are also listed on the financial
markets (in particular IHS and Tarkett).
The value of these portfolio companies (and as a consequence thevalue of the Wendel Group) is related in particular to theireconomic and financial performance, their growth and profitability
prospects as well as equity market trends, directly in the case oflisted companies and indirectly in the case of unlisted companies,
the value of which may be influenced by market
parameters. Despite the measures put in place by the investment
teams during the investment process or when carrying out regularperformance monitoring, there is a risk that the financial results ofinvestments are not in line with Wendel’s expectations.

Moreover, the financial structure and levels of debt of certain
unlisted portfolio companies may increase the risk concerning thevalue of these associates. Indeed, reliance on debt may increasefinancial difficulties in the event of a significant reduction inbusiness levels restricting the ability to access cash and subjecting
these companies to a risk that their debt will become due early as aresult of financial covenants. In the current context, tensions on
credit markets and, more broadly, credit crunch are likely to
exacerbate this risk.
Risk management
Although Net Asset Value (NAV) is monitored very regularly, as along-term shareholder, Wendel is less constrained by changes inthe spot value of its assets.
Moreover, processes are in place for rigorously selecting portfolio
companies in order to invest in companies with resilient businessmodels. The performance of each of the companies within theportfolio is regularly monitored in order to anticipate changes
insofar as possible.
To prevent and manage the risk incurred by these companies’
financial structure, cash flow and financial covenant forecasts areprepared regularly, based on various scenarios, in order toprepare, if necessary, targeted solutions to ensure the long-term
viability of the companies' financing structure and to create value.
Wendel and its portfolio companies are in close contact with banklenders, in order to more effectively manage the restrictions onthese financing agreements.

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Risk factors @<-:6)4:1;3;
3.1.3.1 Risks related to the conflict in Ukraine
and geopolitical tensions
Presentation of risk
The conflict and Russia's invasion of Ukraine, in addition to the local
destruction they have caused and the displacement of populations
to neighboring countries, have resulted in the implementation of
successive packages of economic sanctions against Russia.
Operating in Ukraine and Russia has become increasingly difficult,or even impossible (sanctions limiting imports and exports,
impossibility to have access to financial means to obtain payments
or to pay suppliers, transportation or supply difficulties). In thiscontext, the subsidiaries or businesses of Wendel’s portfolio
companies could see their activity impacted, both in terms of sales
and earnings. Wendel’s NAV could be affected as a result.

Risk management
The direct exposure of the portfolio companies in Ukraine andRussia (sales generated locally, assets present in these countries)
remains limited, with a percentage of sales generated in 2022 inthese countries of a maximum of around 5%. Only Tarkett has ahigher percentage of sales in Russia and Ukraine (of around 10%)and could be materially impacted if its operations in Russia were to
be severely disrupted (decline in sales, EBITDA and, moregenerally, earnings). Given the relative weight of this company in
Wendel’s NAV, these impacts are not material for Wendel.
Wendel’s investment team is fully engaged with its portfolio
companies and management teams to monitor their respective
situations.

Beyond the direct consequences on these two countries, the global
economy (and above all, the European economy) has been affectedby the significant increase in the cost of energy (oil, gas, electricity),high prices or unavailability of commodities, impact on logistics
chains, lower consumption, higher interest rates. The continued
impact of these disruptions could have an adverse impact on theeconomic and financial performance of Wendel’s portfolio
companies.

With regard to indirect exposure (increase in energy andcommodity costs, supply chain difficulties at the level of suppliers,
disruption of its customers’ operations, etc.), particular attention ispaid to portfolio companies’ ability to pass on these cost increases
to customers in their sales prices so as to limit the impact on theirperformance as much as possible. As part of the regular monitoringof the performance of its companies, Wendel is attentive tochanges in the situation of each of them and, where necessary,
supports management in defining the necessary adjustments.

In a context of confrontation and in response to European sanctions
beyond the military sphere, a resurgence of cyber-attacks on
European infrastructures or companies could also occur. Wendel orsome of the companies in its portfolio could be impacted.

In terms of cybersecurity, Wendel continues to strengthen its
awareness-raising efforts and its protection measures and fosters
increased vigilance of the companies in its portfolio, through thedirectors it has on their governance bodies (Boards of Directors).

Similar tensions could also arise in the future in other parts of theworld where Wendel’s portfolio companies are directly exposed(Asia and Africa in particular). The ensuing disruptions could havean impact on the sales, earnings and, more generally, the financial
health of these companies.

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Risk factors

3 "1;3;:-4)<-,<7/7>-:6)6+3.1.4.1 Risks related to the presenceof a majority shareholder
Presentation of risk
Wendel is controlled by a family-type shareholder (39.6% of its
share capital was owned by Wendel-Participations and relatedparties as of December 31, 2022), with the ability to sell its shares,
which could have an adverse effect on Wendel’s share price.
In addition, this situation implies that decisions of the controllingshareholder could have adverse consequences for other minority
shareholders.

Risk management
Wendel ensures that its governance remains balanced with thepresence of four independent members and two employee
representatives on the Supervisory Board. Furthermore, theSupervisory Board has a Lead Member, one of whose missions is toprevent, analyze and manage potential conflicts with the controllingshareholder. The Supervisory Board's committees are also chaired
by independent directors.
Wendel also respects and implements the principles andrecommendations of the Afep-Medef Code.
See also Chapter 2 of the Universal Registration Document for amore detailed description of the Group’s governance rules.

 "1;3;;8-+1.1+<787:<.7417+758)61-;
This section presents the risks specific to the fully-consolidated
companies in the Wendel Group’s portfolio. For portfolio
companies listed on the financial markets (Bureau Veritas, IHS and
Tarkett), please refer to these companies’ financial publications.

Bureau Veritas
The main specific risks identified by Bureau Veritas fall into three
categories. They are listed below for each category in reverse
order: (i) risks related to the Group’s activities and operations, inparticular cybersecurity risk, the risk arising from legislation andchanges thereto, risks related to the non-renewal, withdrawal orloss of certain authorizations, ethical risk, risks related to litigationand prelitigation proceedings and risks related to the issue of false
certificates, (ii) human risks with risks related to human resources,(iii) risks related to acquisitions with the risk of impairment ofintangible assets from acquisitions.

Stahl
The main risks identified by Stahl include disruption in theautomobile industry; competitive pressure; the concentration of
suppliers of certain raw materials; changes to the macroeconomic
and financial environment, particularly changes in energy andcommodity prices; sectoral innovation and leather substitution byother materials; industrial risks; environmental risks (certain
materials used or products manufactured could prove to be
hazardous to human health or the environment); the risk ofdeparture of key people; currency risk (see the section on currency
risk management in the consolidated financial statements); risks
related to debt refinancing; the risk related to IT security and therisk related to the execution and consolidation of acquisitions.
Stahl’s global operations are also exposed to country risks (politicaland macroeconomic) given the internationalization of its revenue.
The Stahl management team is in charge of managing these risks.

The Bureau Veritas management team is in charge of managing
these risks. Bureau Veritas describes these risk factors in moredetail in its Universal Registration Document, available on its
website (www.bureauveritas.fr) and that of the French financial
markets authority (Autorité des marchés financiers – AMF)
(www.amf-france.org).

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Risk factors

Constantia Flexibles

Crisis Prevention Institute

The main risks identified by Constantia Flexibles are regulatorychanges (in public health, environmental or security matters); thevolatility of commodity prices; availability of raw materials andenergy, as well as risks related to inflation; environmental risks;hiring and retaining talented employees; finding the right balance
between product prices and maintaining long-term relationships
with key customers; possible interruptions to production processes
and quality requirements; the availability and cost of refinancing;and risks related to data processing and IT security. The packaging
industry is subject to a number of regulatory requirements that also
expose Constantia Flexibles to product liability-related risks.
Changing expectations of end-consumers and customers in termsof more environmentally-friendly packaging (recyclability inparticular) expose Constantia Flexibles to risks of substitution. The
company’s R&D activities could pose risks related to meeting
deadlines and market needs. Due to the nature of its business, thecompany is exposed to currency risk and country risk (political andmacroeconomic), notably due to the conflict in Ukraine.
Acquisitions and disposals could also have a material impact on thecompany’s cash flow and pose integration risks.

The main risks identified by CPI are risks of liquidity related to thefinancing of the company, risks associated with the regulatoryenvironment (accreditation) and the availability of funds for training
in de-escalating crisis situations; the risk of a shortage of qualified
staff to deliver CPI training programs; risk related to the quality of
training delivered; the risk of staff being unavailable or unable toattend training or certification sessions; cyber risk given theincreased reliance on e-learning and hybrid training formats; risks
related to CPI’s growth and the capacity to adapt its organizationalmodel and operations; the competitive environment; and the risk ofdeparture of key individuals, in particular given the modest size ofthe organization.

The Constantia Flexibles management team is in charge ofmanaging these risks.

The CPI management team is in charge of managing these risks.

ACAMS
The main risks identified by ACAMS are the risks associated withthe separation from its previous parent company, particularly its
ability to migrate to its own systems (operational, financial, humanresources, etc.) and to put in place autonomous, robust andeffective processes. ACAMS is also exposed to geopolitical risks;
risks related to its financing and liquidity; reputational risks, due tothe nature of its business; risks related to the quality of the training
and certifications it delivers; risks related to the competitiveenvironment and the company’s ability to attract and retain key
talent.
The ACAMS management team is in charge of managing theserisks

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"1;3)+<7:;
Litigation, insurance, and regulatory environment3 1<1/)<17616;=:)6+-)6,:-/=4)<7:A-6>1:765-6<
 =,1+1)48:7+--,16/;)6,):*1<:)<176
The principal disputes and litigation involving the Company and its
controlled subsidiaries are detailed in note 16-1 to theconsolidated financial statements.
To the best of the Company’s knowledge, there are no other legal
or arbitration proceedings (including any pending or threatened
proceedings of which Wendel is aware) involving the Company or
any of its fully-consolidated subsidiaries that may have or that have
had, over the last 12 months, a material adverse effect on thefinancial position or profitability of the Company and/or the Group.

Bureau Veritas’ main disputes are presented in section 4.4 –Administrative, judicial and arbitration procedures andinvestigations of its 2022 Universal Registration Document(available on the Bureau Veritas website (www.bureauveritas.fr) andthat of the AMF (www.amf-france.org)).

 6;=:)6+Wendel

Bureau Veritas

As part of its risk hedging policy, Wendel has taken out thefollowing main insurance policies:

Bureau Veritas has taken out the following main centralized
insurance programs:

 general liability: this policy covers bodily injury, property

 a professional and general liability program covering all of thedamage and other losses to third parties;

 professional liability: this policy covers litigation risks in theevent of professional misconduct or an act deemed as such,committed by the Company or one of its agents or employeeswith third parties; and liability of executives and corporate officers: this policy covers
the Company’s corporate officers, its representatives on thegoverning bodies of portfolio companies, and persons
considered de facto or de jure executives, who may be held
liable for professional misconduct in connection with their
management, supervisory or administrative duties.

Group’s businesses, except for Aeronautics and theConstruction division’s French operations; this programsupplements local insurance programs;

 the General Liability Insurance for Corporate Officers (RCMS)
program, which covers the civil liability of corporate officers of
all Bureau Veritas Group subsidiaries; the Aeronautical Civil Liability program, mainly covering aircraft
inspection activities leading to airworthiness certificates; and the “Property Damage and Business Interruption” program,which covers offices and laboratories owned, leased or
entrusted to the group throughout the world.
Other risks are insured locally, such as risks related to theConstruction division in France, for example. For more information,
see section 4.3 – Insurance of the Bureau Veritas 2022 Universal
Registration Document (available on the Bureau Veritas website(www.bureauveritas.fr) as well as on the AMF website(www.amf-france.org)).

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Litigation, insurance, and regulatory environment

Stahl

Crisis Prevention Institute (CPI)

Stahl has taken out the following main centralized insurance
policies:

CPI has taken out the following main insurance policies: direct property damage and business interruption;
 product liability insurance, including a guarantee for third
parties in the event of a product recall; and general liability insurance for senior executives and corporate

 general liability insurance;
 property damage and business interruption insurance;
 general liability insurance for corporate officers; and property damage outside the United States.

officers.

ACAMS
Constantia Flexibles

ACAMS has taken out the following main insurance policies:

Constantia Flexibles has taken out the following main insurance
policies: professional liability insurance;

 property damage and business interruption insurance;
 general product liability insurance; transportation and maritime transportation liability insurance;

 property damage and business interruption insurance;
 general liability insurance for corporate officers; and property damage outside the United States.

and liability insurance for senior executives and corporate officers.

 "-/=4)<7:A-6>1:765-6<
WendelAs an investment company, Wendel SE is not subject to any specificregulations.
The Wendel Group holds its unlisted investments and some of its
listed investments through Luxembourg companies, initially set up
in the form of Venture Capital Investment Companies (SICARs) andtransformed at the end of 2019 into Reserved Alternative
Investment Funds (RAIFs), in accordance with the Luxembourg lawof July 23, 2016. The RAIFs are held and managed by Wendel
Luxembourg, which was approved as an alternative investment
fund manager by the CSSF on June 4, 2015. Wendel Luxembourg
manages the portfolio, and is responsible for risk management,compliance and the central administration of the RAIFs, inaccordance with the Luxembourg law of July 12, 2013. The
functions of internal audit, depository bank, registrar and transfer
agent, as well as the information systems, have been delegated inaccordance with the provisions of CSSF circular 18/698. It has
implemented detailed procedures and is subject to strict
obligations, under the supervision of the CSSF.
Wendel North America, which studies the Group’s investment
opportunities in North America, is registered with the Securities
and Exchange Commission (SEC) as an Exempt reporting Adviser.

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Each of the Group’s companies carries out its business incompliance with its own regulatory environment, which differs
according to its businesses and geographical areas, which are
subject to unfavorable developments.
To date, the Company is not aware of any administrative, economic,
budgetary, monetary or political measure or factor that has
materially influenced or may materially influence, directly or
indirectly, its activities, subject to the regulatory or other impacts
that could result from the conflict in Ukraine and geopoliticaltensions.

Bureau Veritas
Bureau Veritas operates in a highly regulated environment. To
exercise a significant portion of its activities, Bureau Veritas mustfirst obtain authorization from local, regional or international publicauthorities or professional organizations. Each division in the
Bureau Veritas Group has a specific structure devoted tocentralized monitoring and management of these authorizations,which are subject to regular audits conducted by the relevant
authorities. For more details on the regulations applicable to
Bureau Veritas, please refer to the Bureau Veritas Universal
Registration Document (available on the Bureau Veritas website(www.bureauveritas.fr) and that of the AMF (www.amf-france.org)).

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Litigation, insurance, and regulatory environment

3

Stahl

Crisis Prevention Institute (CPI)

Stahl operates in 22 countries. Its manufacturing sites are located in
11 countries: Singapore, China, France, India, Netherlands, Brazil,
Spain, Mexico, Italy, Germany, and the United States. Stahl has
obtained or has applied for the authorizations necessary to operate
in these countries. These authorizations relate to safety, health andthe environment. In other countries, Stahl exercises commercial orstorage activities. As the authorization system may change, Stahlmonitors this issue and takes appropriate decisions whennecessary. In Europe, Stahl’s products, production and activities
that are within the scope comply with the EU Seveso directive and
EU REACH regulation.

CPI has Continuing Education Units (CEU) accreditation in thevarious sectors and countries in which it operates. It also has IACET(International Association for Continuing Education & Training)accreditation.

Constantia Flexibles
Constantia Flexibles has production plants in 15 countries on fourcontinents. It has obtained the required permits and is not aware of
any regulatory developments that could affect those permits.
The company serves customers in the food, pharmaceuticals, andhealthcare industries. Both Constantia Flexibles and its customers
are subject to numerous health, safety, and environmental
regulations, which change frequently. Plants must comply with local
operating licenses, and sometimes face changes in occupancy
zones affecting permitted emissions, or the need to relocate
production equipment. There is a risk, partly due to the growing
importance of sustainable development, that new regulations could
require the company to make further capital expenditure, increase
production costs or prohibit the use of certain materials.
The activities of Constantia Flexibles are not primarily related tointellectual property, although Constantia Flexibles does own
patents and licenses. The number of patents filed is constantly
increasing, but these are not material with respect to its businessactivity. Constantia Flexibles’ competitive advantage is based
primarily on its skills, particularly its production know-how.

CPI is active mainly in the education, health, human services andretail sectors. It has set up an active legislative and regulatory watchin each of these sectors and in each country in which it operates.
CPI has procedures in place to identify any legal or regulatorychanges that may impact its business.
With regard to the education sector, in the United States ofAmerica – CPI’s main market – several states have passed legislationin the last 12 months to remove or reduce restraint and seclusion of
students. Additional legislation was passed to train teachers inviolence de-escalation techniques. These new requirements create
opportunities for the development of CPI’s activities.
In the healthcare sector, a legal framework governing workplace
violence has been put in place. This system is a source of potential
opportunities for CPI to develop its activities.

ACAMS
ACAMS is an international organization subject to the dataprotection laws of the various countries in which it operates.
As a training and certification provider, it may be required toregister with regulatory authorities in certain countries. ACAMS has
set up a legislative and regulatory watch concerning its activity andis accompanied by a dedicated counsel for China.
ACAMS is also a service provider to the federal government of theUnited States of America, as well as to other government entities
around the world. Some of the contracts entered into with thesegovernmental entities provide for various compliance measures(e.g., reporting requirements).

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Risk management and internal control systems

 "1;35)6)/-5-6<)6,16<-:6)4+76<:74;A;<-5; 6<:7,=+<176
The following sections describe the main risk management andinternal control procedures in place at Wendel (which includes
Wendel SE, its holding company and foreign offices) andcompanies in its portfolio.

The internal control system therefore aims to help Wendel and its
portfolio companies mitigate their risks, prevent fraud andcorruption, and more generally reach its objectives, and protect thevalue that it creates for shareholders and employees.

Wendel’s internal control policy forms part of the Company’s
broader Corporate governance rules, under which the Audit, Risks
and Compliance Committee is tasked with making sure that risk
management and internal control systems are properly
implemented and effective. The rules are intended to help theSupervisory Board ensure that the Company’s internal controls are
effective, and that the information provided to shareholders andfinancial markets is reliable.

However, no such system can provide an absolute guarantee that
all risks to which Wendel and its portfolio companies are exposed
are managed in their entirety, nor that the Wendel Group will meetits objectives.

Definitions and objectives of risk management
andinternal control
Wendel applies the AMF guidelines issued in July 2010, entitled“Reference framework for internal control and risk management
systems,” as well as the recommendations for implementing thoseguidelines, to develop its internal control and risk management
approach and procedures. Wendel also takes into account bestpractices taken from other commonly used reference systems suchas the COSO framework (Committee of Sponsoring Organizationsof the Treadway Commission).

Objectives of internal control
Wendel’s internal control system consists of resources, behaviors,
procedures, and initiatives tailored to the specifics of Wendel’sbusiness.
By regularly reviewing how the system is implemented across its
operations, Wendel aims to put in place adequate processes tomanage the risks to which the Group is exposed.
The internal control system aims to ensure that the Groupgenerates reliable and complete financial information, and that it
has the right processes for managing its operations in accordancewith applicable laws and regulations and with the management
principles and strategy set by the Executive Board.

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Principles of internal control
Wendel’s internal control system is based on the following
fundamental principles, consistent with the Company’s objectives:

 a transparent corporate culture and appropriate values, with
employee assessment processes to measure their competence,
professional ethics and to detect any weaknesses;

 an organization with competent, responsible men and womenthat draws on established procedures, tools, and practices,supported by dedicated IT systems;

 periodic assessments of the Company’s main risks in order to
identify, analyze, and manage those risks with respect to its
objectives; appropriate internal control measures proportionate to the risksof each business process and designed to ensure that the rightsteps are taken to manage risks that could prevent the Company
from meeting its objectives;

 the dissemination within the Company of relevant, reliable
information that lets each employee carry out their duties;

 annual review of internal control practices by an independentinternal audit team; and continuous follow-up of action plans identified.

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Risk management and internal control systems

3

Risk management

Internal control scope and limitations

Risks represent the possibility that an event may occur, whose
consequences would adversely affect Wendel’s employees, assets,
environment, objectives, financial condition, or reputation.

Wendel’s risk management and internal control system, as
described in this report, covers all operations carried out byWendel SE as an investment company as well as all of its directly
controlled holding, investment and advisory companies. Wendel
and its portfolio companies form a Group of companies that: (i) is
decentralized, including in the choice of organizational structure
and in its risk management and internal control systems;(ii) includes listed and unlisted companies; and (iii) includes
companies in different businesses and of varying sizes. As a result,the scope and characteristics of risk management and internal
control can vary from one subsidiary to another. Each operatingcompany, overseen by its senior executives, is responsible fordesigning and implementing its own risk management and internal
control systems, taking into account Wendel SE’s guidelines, in linewith the Group’s philosophy and organization. Regardless of thequality of its design and operating effectiveness, such internal
control systems can only provide reasonable assurance thatprocesses are operated as intended and risks adequately
mitigated. Moreover, despite the many interactions and exchanges
between Wendel SE and its portfolio companies, there is nocertainty that unexpected events may occur in its portfolio
companies and impact the Wendel Group’s ability to meet its
objectives.

Risk management is comprehensive and covers all of Wendel’s
activities, processes and assets. It includes a set of resources,
behaviors, procedures, and initiatives tailored to Wendel’s
characteristics. They enable the Executive Board to maintain risks at
a level that is deemed acceptable.
The Company’s risk management system is designed to identify
and analyze the main risks to which Wendel is exposed. The system
helps:

 preserve Wendel’s assets, teams, reputation, and the value it hascreated; make Wendel’s decision-making and other processes moresecure so as to help it achieve its objectives; foster consistency
between Wendel’s activities and its values; and encourage Wendel’s employees to adopt a shared view of theprincipal risks and raise their awareness on the risks inherent totheir business activities.

Relationship between risk management
and internal control
Wendel’s risk management and internal control systems arecomplementary.
The risk management system is designed to identify and analyze
its main risks
The risk management system includes controls within the internal
control system that are designed to ensure risk management
functions properly. Risks whose possible occurrence or magnitude
exceeds limits that the Company deems acceptable are dealt withusing the risk management system described here, and actionplans are implemented if necessary. These action plans could
involve setting up controls, transferring the potential financial
consequences (such as through an insurance policy), and/or
modifying the associated business processes.
Any controls that are set up form part of the Company’s internal
control system
This aims to ensure that the system can help the Company deal
with the risks to which it is exposed. Similarly, the internal control
system relies on the risk management system to identify theprincipal risks that must be controlled. The internal control systemconsequently helps protect the value that Wendel creates for its
shareholders and employees.

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Risk management and internal control systems 6)88:78:1)<-7:/)61B)<176?1<0C+4-):4A,-.16-,
:-;876;1*141<1-;)6,87?-:;
Wendel’s internal control system draws on the Company’s
operational organization and on support divisions that are directly
or indirectly dedicated to managing the risks to which theCompany is exposed.
The governance structure encourages transparency and traceability
in decision-making. It requires strong involvement of the managerof each functional area, who must take ownership of the Company’s
policies and procedures, help implement them and ensure they arefollowed, and supplement them when needed.

Persons involved in internal control at Wendel SE
The Supervisory Board and its committees
The Supervisory Board oversees the Executive Board’s
management of Wendel SE on an ongoing basis. To this end, it
conducts any controls and verifications it deems appropriate, at any
time during the year, and can obtain access to all information
required for this purpose.
The Supervisory Board regularly reviews the main risks to which theGroup is exposed. It does so within the framework of its meetings,
and in particular: when it examines the quarterly management reports preparedby the Executive Board on the economic and financial conditionof each subsidiary or investment (business trends, margins andfinancial debt), as well as all events that could have a significant
impact on the Group; and as part of investment projects, the Executive Board explains to
the Supervisory Board how the projects will be implemented,
the risks and opportunities connected with each investment,
based on various assumptions, as well as current and projectedresources to protect the Group against identified risks. The
Supervisory Board’s prior approval is required for all acquisitionand disposal projects of more than €100 million or any decision
requiring a significant long-term commitment on the part of
Wendel or its subsidiaries.
In addition, the Executive Board regularly updates the Supervisory
Board on changes in Wendel’s indebtedness and liquidity.

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In accordance with Article L. 823-19 of the French Commercial
Code (Code de commerce), the Supervisory Board’s Audit, Risks
and Compliance Committee is responsible for ascertaining thequality and reliability of the financial statements and otherpublished financial information, tracking the effectiveness of risk
management and internal control procedures, interviewing the
Statutory Auditors, in particular with no Wendel SE representatives
present, and ensuring they remain independent. The Audit, Risks
and Compliance Committee’s tasks are described in detail in
section 2.1.2.1 of this document.
The Governance and Sustainability Committee proposes to theSupervisory Board changes to its composition, the terms underwhich Executive Board members are to be compensated and those
for allocating stock options or performance shares. It ensures thatcompensation arrangements align the interests of the members of
the Executive Board with those of Wendel. In addition, theGovernance and Sustainability Committee proposes theco-investment policy intended for senior executives to theSupervisory Board. The Governance and Sustainability Committee’stasks are described in section 2.1.2.2 of this Document.
To accomplish its tasks, the Supervisory Board and its committees
may call upon external experts, when they deem it necessary.
The Supervisory Board and its committees discuss their operating
methods every year, as described in section 2.1.1.5 of thisDocument.
The by-laws and legal provisions governing the transactions forwhich the Supervisory Board’s prior consent is necessary, as well as
the thresholds set by the Supervisory Board regarding disposals,
the sale of real estate, and the granting of endorsements andguarantees requiring the Supervisory Board’s approval aredescribed in section 2.1.7 of this document. These rules are part ofthe internal control process. The division of roles between the
Supervisory Board and Executive Board is specified in the same
section.
The operating rules of the Supervisory Board and its committees(derived from the law, the by-laws and the Afep-Medef Code) are
set out in the Supervisory Board’s internal regulations and aredescribed in detail in section 2.1.1. These internal regulations are
periodically reviewed in order to adapt them to both the legislation
in force and to changes in legislation and governance practices.

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The Executive Board and its committees

Internal control environment

The Executive Board has two members. It met 22 times in 2022
(generally once every two weeks and as often as required by
Wendel’s interests). Its decisions are made collectively. The
Executive Vice-Presidents and the Executive Board Secretary andAdvisor are invited to join the meetings of the Executive Board inorder to contribute to the discussions.

Reporting information within the frameworkof decision and control processes

The Executive Board has organized Wendel SE’s procedures by
setting up five committees: the Investment Committee, the Wendel
Growth Investment Committee, the Management Committee,
the Coordination Committee and the ESG Steering Committee.
Their organization and modus operandi are described in detail in
section 2.1.6.

Holding companies, investment companies
and directly-controlled advisory companies
The governing bodies of the Group’s holding companies,
investment companies and advisory companies are directly or
indirectly controlled by Wendel SE, making it possible to apply therisk management and internal control principles described in thisreport to them.

Operating subsidiaries (portfolio companies)
Each operating subsidiary enjoys full management autonomy with a
Board of Directors comprising experienced personalities, andreports to Wendel SE periodically on operational and financial
matters. Wendel also takes part in the governing bodies of its
subsidiaries and thereby ensures that internal control and risk
management procedures are properly applied in each of them.

Internal audit
Wendel SE created a Group Internal Audit department in 2016.
This department is responsible for evaluating the internal control
and risk management systems of Wendel SE, its holding
companies, investment companies, foreign offices, and operating
subsidiaries, as well as for regularly checking those systems andmaking recommendations for improving them. It is also responsible
for promoting continuous improvement of internal control and risk
management systems.
The Group Internal Audit department helps train and inform
internal control managers but is not directly involved in theimplementation and day-to-day functioning of internal control andrisk management systems. Reporting to the Executive Board andthe Audit, Risks and Compliance Committee, the department
provides support to senior management that is independent of theoperations and functions that it audits. The team, composed of two
audit professionals, is now in charge of Internal Audit and Internal
Control activities and participates in the risk management process.

3

The Supervisory Board and Audit, Risks and Compliance
Committee are regularly provided with necessary information on
business matters, strategic planning, and the risks to which Wendel
and its portfolio companies are exposed, within the framework of
the regular meetings described in the section entitled “Persons
involved in internal control at Wendel SE” relating to theSupervisory Board and its committees.
Because Wendel’s five Management Committees meet on a regularbasis, the Executive Board can organize appropriate disseminationof information within the Company. Consequently, the Executive
Board and each department head can make decisions based on all
the relevant information in Wendel’s possession on its organization,
strategic planning, financial position, and the business activities of
its subsidiaries.

Dissemination of information on Wendel’s organizationand its employees’ responsibilities
Wendel aims to clearly identify responsibilities for organizing,
preparing and reporting information. Several procedures help
ensure this: theExecutive Board convenes meetings of all Wendel
employees whenever necessary, in addition to the committee
meetings mentioned above and internal team meetings.
Similarly, Group reflection and motivation seminars involving
some or all employees are held to review Wendel’s position andits environment, and to encourage each person to express their
expectations about Wendel’s operations and the related risks;

 the dissemination of procedures and rules to all personnel –such as expense commitment procedures, the Market
Confidentiality and Ethics Code (see below), the Code of Ethics(see below), policies to fight money-laundering and corruption(see below), the Whistleblowing procedure and the IT System
charter – helps each employee to comply with the internal
control procedures established by the Executive Board. The
Group has drafted a finance and business administration
procedure for its advisory companies to communicate theWendel Group’s internal control requirements; and an intranet is operational at Wendel: it serves to share useful
information with all Wendel’s employees about Group eventsand organization. Among other things, the intranet includes afunctional and hierarchical organization chart as well as thecalendar of blackout periods.

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Protection of confidential information
Wendel endeavors to preserve the utmost confidentiality whensharing sensitive information:

 the Market Confidentiality and Ethics Code is presented to all
employees and forms part of the internal regulations. It applies
to all employees in France and abroad, and to members of the
Executive Board and Supervisory Board; IT access and security are managed centrally by the IT function.
Each workstation can be accessed only by the employee towhom it is assigned. Session access is controlled by a regularly
updated login and password combination. The access rights ofeach employee are limited to their responsibilities ordepartment. Wendel pays close attention to IT security andemployee awareness on cybersecurity issues in order to take
into account the increase in remote working; in order to comply with the EU’s 2018 General Data Protection
Regulation (Regulation 2016/679), a Data Protection Officer(DPO) was appointed. All employees of Wendel SE, its holding
companies and its foreign offices also followed a dedicatede-learning training on data protection. Wendel continues toregularly update and refine its GDPR-related processes in orderto keep abreast of and apply any changes to regulations; a video-surveillance system has been implemented and security
guards are assigned to the building at all times, securing allbuilding access points.

Compliance with laws and regulations
and with ethical rules
Compliance with laws and regulations
The Legal, Human Resources, Sustainable Development andCommunication, and Tax departments, along with the General
Secretariat, address compliance with the laws and regulations in
the countries where Wendel and its holding, investment, andadvisory companies are located. They monitor the legal and tax
environment, so as to stay on top of changes in laws andregulations that might be applicable to them.
Market Confidentiality and Ethics
The Market Confidentiality and Ethics Code is part of Wendel SE’s
internal regulations and applies to employees of Wendel and its
international offices, and to members of the Executive Board andSupervisory Board.
This Code explains the rules of confidentiality to be observed bypersons in possession of confidential or inside information. It
explains the obligation to abstain from stock market transactions
when in possession of inside information and during blackout
periods. Blackout periods are defined as extending from 30 days
before until one day after the publication of annual andsemi-annual earnings, as well as from 15 days before until one day
after the publication of quarterly financial data and the NAV.
The Code defines illegal insider trading, misinformation and shareprice manipulation, and explains the applicable legal sanctions. It
also sets up a number of measures for preventing such
infringements. The Code also includes the provisions applicable tostock options and performance shares and details the AMF
disclosure obligations incumbent on senior executives and persons
affiliated with them.
In addition to legal and regulatory obligations in this area, theCode includes certain more restrictive provisions in the interest oftransparency and prudence. Specifically, it requires Executive
Board and Supervisory Board members, employees and theirrelatives to register their Wendel shares and restricts transactions inderivatives or speculative transactions. The Code also defines
conflict-of-interest situations. The Group Ethics Officer monitors
adherence to the Code. The Code forbids employees and senior
executives from holding, buying or selling shares of listed Group
portfolio companies at any time, except for shares that the Board
members of those companies must own, or dividends-in-kind paid
to them in the form of shares of Wendel’s subsidiaries or associates.

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Pursuant to EU Regulation 596/2014 of April 16, 2014 on market
abuse, and as part of its effort to prevent illegal insider dealing,
Wendel draws up a list of insiders every time sensitive information
emerges that will not be published immediately. These lists are
made available to the AMF, which can request to see them. They
are kept for at least five years after they are created or after theirlast update. The Ethics Officer is in charge of creating and updating
the lists. Specific compliance rules applicable to the members of
the Executive Board and Supervisory Board are detailed in
section 2.1.8.
Code of Ethics
The Executive Board of Wendel SE adopted a Code of Ethics inMarch 2015, which was last updated in 2021. This Code embodies
the values of the Company and its employees and represents thereference framework for Wendel SE’s role as a long-term investor. It
applies to all employees and senior executives of the Company inall its offices, as well as to its holding companies. Wendel
encourages the companies in which it invests to adopt similar
standards.
The main issues covered by the Code are anti-money laundering
measures, compliance with economic sanctions, bribery
prevention, fair competition, workplace equality, occupational
health and safety, personal data protection, the preservation ofoperating resources, and responsible corporate citizenship. The
Code is updated as needed to reflect changes in legislation andthe implementation of improved control measures.
Compliance with the provisions of the Code of Ethics is the
responsibility of the General Counsel of Wendel SE.
Anti-money laundering and anti-corruption policies
Wendel has adopted a Group-wide anti-money laundering policy,
communicated to all employees, that specifies its procedures forpreventing money laundering and managing the associated risks.
Starting in 2018, all employees of Wendel Luxembourg SA and its
subsidiaries follow an e-learning module to keep abreast ofchanges in regulations in Luxembourg.
Wendel SE has introduced several initiatives to comply with the
new requirements under France’s Sapin II law on transparency,
combating bribery, and modernizing the economy, which cameinto effect on June 1, 2017. The Group deployed processes aroundthe eight pillars of Sapin II and regularly follows up on theimplementation of these requirements in its portfolio companies
using the AFA’s (Agence Française Anticorruption) published
Guidelines and questionnaire. All Wendel SE employees follow
specific training each year on the prevention of bribery. Wendel
continues to update its processes and to upgrade the online
platform supporting them, which is open to all employees.

3

Human resources policy
Wendel’s human resources policy is designed to make sure theCompany has employees with the skills and knowledge necessary
to carry out their duties and help the Group meet its current andfuture objectives. Wendel’s employees are aware of their
responsibilities and limits and are informed of and comply with theCompany’s rules. The attention paid to the fight against harassment
and discrimination and the promotion of gender equality
contributes to the implementation of a working environment
conducive to the development of employees.
Wendel conducts formal, annual performance reviews, throughwhich it regularly examines the contribution of each employee, thescope of their position and the resources they are given to meettheir objectives. This information is centralized by the Human
Resources department and can, where necessary, lead torecommendations for training, in order to allow all employees toimprove their respective skillsets. Starting in 2019, Wendel has
conducted the performance reviews using a 360° feedback system
to measure the contribution of each person and identify
improvement opportunities more globally.

Information systems
The Company’s IT systems are tailored to its current objectives andhave been designed to support its future objectives. The systems’
hardware and software include security mechanisms for protecting
the data they store (access protection, backup procedures).
Wendel has decided to use cloud-based systems and a global
solution (Microsoft Office 365) to maximize data security. As part ofefforts to enhance data security and automate internal controls, in
2020, Wendel deployed an ambitious program for the roll-out of an
integrated Finance and HR ERP using the Workday platform.
Additionally, it improved its IT security, with the help of an external
provider, in order to consolidate its strength and readiness to resist
cybersecurity attacks. Increased reliance on remote work over the
past few years has also made it necessary to roll out cybersecurity
dedicated employee awareness campaigns. The addition of an
outsourced CISO (Chief Information Security Officer) and SOC(Security Operations Center) further contributed to theimprovement of IT systems. Efforts remain strong, including
penetration testing conducted by specialized firms.

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Risk management and internal control systems !-:17,1+);;-;;5-6<;7.<0-5)16C:1;3;
WendelNote 16-1 to the consolidated financial statements as ofDecember 31, 2022 and section 3.1 detail the main risks Wendel
encounters, owing to its businesses and the way it is organized, andhow those risks are hedged.
Wendel SE and its governing bodies are organized in such a way as
to allow for active risk management and internal control. The
Executive Board assigns and distributes risk monitoring
responsibilities to various departments of Wendel SE in thefollowing ways:

 the Investment Team is in charge of monitoring the performanceof portfolio companies on a monthly basis, the operational risks
specific to each of them and the acquisition and disposal
process. It is also responsible for valuation risk on Wendel’sassets with the support of the Finance department; the Executive Board and the Investment Team also ensure thatthe management team of each associated company is organizedin such a way as to manage its risks properly and meet its
objectives;

 the Finance department monitors Wendel SE’s financial risks(financial leverage, liquidity, interest rates, foreign exchange),
cash management, and the quality of Wendel SE’s financial
counterparties, accounting regulations, the production offinancial statements, the calculation of NAV, earnings forecasts,
the estimates needed to prepare the financial statements andcalculate NAV (together with other Wendel departments if
necessary), and transaction security. Key indicators (changes in
NAV, financial leverage, current and projected cash levels, andexposure to interest rates and exchange rates) are reviewed
regularly so that the Executive Board can take all possible
measures to adjust Wendel’s exposure to these risks if deemednecessary; theGroup Internal Audit department is responsible for
evaluating the internal control and risk management proceduresof Wendel SE, its holding companies and foreign offices, and its
operating subsidiaries (portfolio companies);

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 the Legal department is responsible for Wendel’s legal security
and ensuring that Wendel SE’s transactions (financing,acquisitions, divestments, etc.) comply with all applicable laws
and regulations and that the corresponding contracts are legallyvalid. More generally, the department is responsible for theproper execution of all transactions that Wendel undertakes as along-term investor;

 theGeneral Secretariat is responsible for ensuring that
Wendel SE and its holding companies adhere to company law
and laws governing market trading and Corporate governance,
and to regulations on compliance, ethics, disputes and litigation,
data protection; it is also in charge of general liability insurance
for corporate officers, professional liability insurance, andintellectual property;

 the Tax department monitors tax regulations, ensures that
Wendel SE’s obligations vis-à-vis the tax authorities are handledproperly and guards against tax risks;

 the Sustainable Development and Communications department
seeks to preserve Wendel’s image and reputation and to stayabreast of environmental, social and governance (ESG)
obligations;

 the Financial Communications department makes sure that thefinancial information communicated to investors and analysts isof high quality; the IT department is in charge of the prevention of IT risks(intrusion, data security and storage, business continuity, etc.) at
Wendel SE, its holding companies and foreign offices; the Human Resources department is in charge of managing
human resources risks; and the international offices in Luxembourg and New York provide
the Group with business and investment advice for theirrespective regions.

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To the extent necessary, each department may be assisted by
specialized experts with the approval of the Executive Board.
The Executive Board oversees the monitoring of risk and, together
with each department, decides on the procedures that will be used
to cover them. This takes place in Management Committee andExecutive Board meetings as described in the section onorganization.
As indicated in the section on organization, the Executive Board
discusses the main risks that could significantly impact the value of
Wendel’s assets with the Supervisory Board, whenever required
and as part of the quarterly business report.
In addition, in accordance with Article L. 823-19 of the French
Commercial Code, incorporated into the Supervisory Board’s
internal regulations, the Audit, Risks and Compliance Committee is
responsible for monitoring the effectiveness of the Company’s
internal control and risk management systems. A map of the risks towhich Wendel is exposed is prepared by Wendel’s various
departments, approved by the Executive Board and presented to
the Audit, Risks and Compliance Committee. This map relates
primarily to the risks borne by Wendel and its holding companies. It
is reviewed on a yearly basis.

3

Portfolio companies
The portfolio companies manage their own risks, particularly
operational risks, and take the necessary steps to understand andmonitor them. It is for them to determine the action plans to be
implemented each year depending on the evolution of the mostcritical risks.
Nevertheless, Wendel SE’s presence in the governing bodies of its
portfolio companies allows it to verify that major risks are actively
monitored.
Wendel SE also draws on its Internal Audit department as well as
those of its portfolio companies (if any), and on the portfolio
companies’ risk reports to assess their main risks and internal
control procedures.
Wendel also takes into account the conclusions of the Statutory
Auditors of its portfolio companies. To improve communication,
save exceptions, they are part of the same networks as Wendel SE’s
Statutory Auditors.

For certain principal risks identified in the mapping – i.e., those
whose occurrence and/or intensity are considered the highest – adetailed analysis is formalized by the departments involved. This
analysis is presented to the Audit, Risks and Compliance
Committee. In addition, the Audit, Risks and Compliance
Committee examines risk management at certain portfolio
companies. The Chairman of the Audit, Risks and Compliance
Committee presents a summary of the committee’s findings to theSupervisory Board.

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Wendel SE has set up processes to ensure that relevant, reliable
information is communicated in a timely manner to the relevant
employees so that they can perform their duties.

Operational and functional control activities
Investments and divestments
The Investment and Development Committee meets regularly to
examine progress made on planned acquisitions and disposals andto explore new opportunities. The Executive Board sets up a teamcomprising people with the requisite expertise to review each
opportunity. A senior member of the team acts as coordinator andis responsible for the investment/divestment recommendation.
Once the analysis has been finalized and has been approved by the
Board of Directors of Wendel Luxembourg and the Executive
Board, and by the Supervisory Board if the by-laws so require, theinvestment decision is made by the companies concerned. The
presentation of the opportunity includes an analysis of the impactof the transaction on Wendel SE’s financial position and NAV and
its exposure, under various favorable and unfavorable assumptions,as well as an assessment of the identified risks and opportunities.
The team in charge of the transaction is then responsible for
executing it, with the help of the Finance, Legal, and Tax
departments, and that of top-level banks, strategy consultants,
legal firms, and Auditors, to the extent necessary. Representations
and warranties granted or received are presented to the Audit,
Risks and Compliance Committee and to the Supervisory Board.

Monitoring investments
Monitoring the existing portfolio involves: a monthly operational report from each portfolio company
presenting trends in sales, profitability and financial debt, as well
as non-financial indicators. These indicators are compared withprevious periods and with budgeted figures. For somesubsidiaries, short-term cash management and projection tools
have also been implemented;

 quarterly business reviews for each portfolio company in whichsome support divisions join the investment teams and the
Executive Board to review business performance and othercross-functional topics;

 regular work sessions with the managers of each portfolio
company. The agenda for these meetings includes, in addition
to a review of the business, an in-depth analysis of one or more
important topics (procurement policy, optimization of businessassets, research and development, analysis of the position ofmajor subsidiaries, organization of internal control, coverage offinancial risks, etc.);

 an annual Budget meeting with each portfolio company,
updated when new projections become available; and numerous discussions or meetings organized with members ofthe management of each portfolio company, if required.
The members of the Investment and Development Committee
present a summary of their work monitoring the portfolio
companies for which they are responsible and makerecommendations in the event that significant decisions concerningthese investments need to be made. Moreover, in order tostrengthen dialogue with the subsidiaries and better understandtheir operating environment and the concerns of their respective
management teams, Wendel SE is systematically represented on
the governing bodies of the subsidiaries and, in particular, on their
Audit Committees. This presence gives Wendel SE and its
representatives insight into whether risk management and internal
control procedures are functioning properly.
Wendel SE’s Supervisory Board is kept regularly informed of trends
in the economic and financial situation of the companies in its
portfolio at the numerous meetings described in the section
entitled “An appropriate organization with clearly-defined
responsibilities and powers.”
In addition, Wendel SE representatives take part in the governing
bodies of each portfolio company, enabling it to closely monitor
the compensation of their principal executives and ensure it has anincentive effect. Wendel SE also thereby aims to align the interestsof the senior executives with those of the company they manage.

Monitoring Wendel’s financial position
Internal control procedures are designed to provide ongoingreasonable assurance that financial transactions are carried out
under secure conditions and in accordance with objectives:

 trends in NAV, in financial leverage and in bank covenantcompliance are regularly monitored;

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 Wendel SE has been rated by Standard & Poor’s since
September 2002 and by Moody’s since September 2018;

 the Executive Board regularly monitors the indebtedness,
liquidity position and cash projections presented by the Chief
Financial Officer and regularly presents the debt and liquidity
positions to the Supervisory Board; the Executive Board reviews the monthly reporting of the cash
position and cash investments of Wendel SE and its holding
companies; Wendel SE and its holding companies have a budget processwith formal procedures and responsibilities, including budget
tracking.
The procedures for preparing financial statements and the financial
information communicated outside the Group are detailed below
in the section entitled “Control activities to ensure reliableaccounting and financial information.”

3

Management Committee member in charge of the expenditure,by an Executive Board member, and/or by the Group CEO.
Funding requests are compared with the budget, and invoices
are approved after comparison with funding requests;

 only the Finance department can issue checks and transfer
orders, backed up by supporting documentation, and it informs
the Group CEO when the amount exceeds a certain threshold.
IT tools used in order to improve visibility on its commitments andbetter manage and track expenditure were migrated in 2020 to the
Finance ERP.
For the Group’s foreign offices, the Chief Financial Officer issued aprocedure in 2018 for managing their finances and businessadministration. The Audit department carries out a formal audit of
Wendel’s foreign offices at least every two years to make sure they
adhere to the Group’s internal control policy.

Arranging financing

Preservation of IT data integrity

Financing terms of Wendel SE and their implementation areapproved by the Executive Board after an in-depth review ofvarious solutions and an analysis of Wendel SE’s financial position
prepared by the Chief Financial Officer. After the Legal department
has reviewed the related contracts and legal documentation,
financing transactions are executed under delegations of power
and/or signature authority granted by the Group CEO to the Chief
Financial Officer, the Director of Legal Affairs, or a member of theManagement Committee. Depending on the transaction amounts
and characteristics, the by-laws require bond issues or new loans to
be authorized by the Supervisory Board.

In order to prevent the risks of abuse of and intrusion into
computers and IT systems, the IT department is in charge ofdeveloping initiatives regarding data conservation and storage
systems. Continued efforts focus on improving data security andcybersecurity. More specifically, Wendel continued to implement
its IT strategy, increasingly relying on SAAS (Software As A Service)
IT solutions. The scope of IT security monitoring, which started in2020 with the implementation of an outsourced Security
Operations Center (SOC), has been further extended. Regular
penetration tests are also conducted to measure the robustness
and resilience of IT systems.

Exposure to interest rates and exchange rates is analyzed regularly
by the Chief Financial Officer. The Executive Board decides
whether or not to adjust interest-rate and exchange-rate exposure,and if necessary, appropriate financial instruments are put in place.

Control activities to ensure reliable accounting
and financial information

Procedures for preventing fraud and monitoring
commitments and expenditure
The procedures for authorizing expenditure commitments at
Wendel SE, its holding companies and foreign offices cover all of
the Wendel Group’s commitments as well as the signatures needed
for bank transactions (via delegated signature authority): estimates are submitted by several service providers. They arenegotiated under the supervision of theCommittee member or members in charge;

Management

The risks related to the preparation of Wendel’s accounting andfinancial information mainly include the risk of error, risks inherent
to the use of estimates (see notes 1.7 and 1.8 to the consolidated
financial statements as of December 31, 2022), and risks arisingfrom the valuations used to calculate NAV.
The internal control procedures designed to ensure that the annual(parent company and consolidated) and half-yearly financial
statements present a true and fair view of the results of operations
as well as Wendel’s financial position and assets are as follows: all expenditure is subject to a formal authorization procedure.
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Procedures for the preparation and consolidationof the financial statements
Wendel SE applies International Financial Reporting Standards(IFRS) for its consolidated financial statements. The principal rules
applicable are described in the annual financial report and are
distributed to subsidiaries as part of the process of reporting andpreparing the financial statements. Because of the diversity of thesubsidiaries’ activities, Wendel SE leaves it up to each subsidiary to
propose the appropriate accounting processes for its business. The
Finance department and the head of consolidation at Wendel
ensure uniformity of treatment within the Group, in particular byexamining accounting principles in the financial statements of eachsubsidiary.
In addition, Wendel’s Finance department oversees the proper
reporting of full accounting and financial information from thesubsidiaries to Wendel using the following procedures:

 in coordination with the Finance department of each subsidiary,a schedule is set for the submission of financial statements withthe supplementary information required for the preparation of
Wendel’s consolidated financial statements;

 Wendel SE’s Chief Financial Officer meets with the Financedepartment of each subsidiary to prepare the closing and toreview the significant events of the period as well as any
significant or exceptional transactions; accounting information from subsidiaries is reviewed in detailand checked for consistency against the financial informationcompiled by the investment team based on the subsidiaries’monthly activity reports.
The Chief Financial Officer is a member of the Management
Committee and the Coordination Committee, which enables him toreview significant events likely to have an impact on the Group’s
consolidated financial statements, the parent company financial
statements, or the financial statements of the holding companies.
The Chief Financial Officer reports directly to the Executive Boardand is thus fully independent of other Wendel departments.

Procedures for auditing of the financial statements
At the controlled subsidiary level: to secure better upward reporting to Wendel’s Statutory
Auditors, the Group engages the same auditing firms for all
subsidiaries, to the extent possible. Selection criteria for the
Statutory Auditors include their ability to audit all directly- andindirectly-held subsidiaries throughout the world and to obtain
audit findings and any misstatement reported by thesubsidiaries’ Statutory Auditors;

 a representative of the Finance department attends end-of-audit
or Audit Committee meetings of subsidiaries under exclusive
control and receives details of audit and internal control mattersidentified by the subsidiaries’ Auditors during the course of theiraudit;

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 one or more representatives of Wendel SE attend Board of
Directors/Supervisory Board meetings and/or Audit Committee
meetings of the portfolio companies.
At Wendel SE level:

 the Group Chief Financial Officer is responsible for accounting
policies and compliance with accounting rules. If required, he
has the authority to commission audits and informs the
Executive Board of the findings of any such audits. He regularly
holds pre-closing meetings with the Statutory Auditors tofollow-up on issues raised in previous fiscal periods and to
explain how they were resolved. He also discusses transactions
carried out during the fiscal period in question and the planned
accounting treatment; the Executive Board is in regular contact with the Chief Financial
Officer during the preparation of the financial statements. In
particular, it is informed of the financial and accounting impactof any significant event, as well as estimates and judgments thathave a significant impact on the financial statements. The
Statutory Auditors and the Executive Board meet when subjects
arise whose accounting interpretation is complex or whose
impact on the financial statements is material. The Chief
Financial Officer also reviews all of Wendel’s financial
communications and is informed of any subject likely to impactthem; the Audit, Risks and Compliance Committee’s remit, mode ofoperation and activity during the fiscal year are presented indetail in section 2.1.2.1. The committee can decide to seek
independent expert advice to confirm its opinion on Wendel’s
financial position. It also interviews the Statutory Auditors
regularly to solicit their opinion about the reliability of the parent
company and consolidated financial statements. Finally, theAudit Committee ensures that accounting methods are appliedconsistently from one year to the next, and that any changes toaccounting methods are well founded.

Procedures for calculating NAV
NAV is calculated by the Finance department and finalized by the
Executive Board under the procedure described in section 5.3. The
Statutory Auditors verify that the methodology used for calculating
NAV complies with the Group’s methodology and confirm
consistency with accounting data. NAV calculation and evolution
are presented and discussed in Audit, Risks and Compliance
Committee meetings before being presented to the Supervisory
Board and published.

Internal control procedures related tofinancial information
Once the parent company and consolidated statements have been
approved and the NAV calculated, the Audit, Risks and Compliance
Committee is asked to issue an opinion on this information before itis submitted to the Supervisory Board. These documents are also
submitted for review by the Statutory Auditors (who also audit
Wendel’s full-year parent company and consolidated financial
statements).

"1;3)+<7:;
Risk management and internal control systems

3 "->1-?7.<0-16<-:6)4+76<:74;A;<-5
The processes implemented at Wendel allow the Company toregularly verify their effectiveness and take steps necessary to
improve them.
In addition to the controls carried out by all managers, internal
controls are reviewed from two complementary perspectives:

The Wendel Group completes the questionnaire once a year anddistributes it to its principal, fully-consolidated portfolio companies.
Since 2019, it is deployed on an online platform for better
efficiency, and improved traceability and follow-up of action plans.
The questionnaire has two parts:

 Entity-Level Controls (general principles of risk management

Audit of internal control practices
This audit includes checks of the internal control system and helps
with risk management at entities within the scope of consolidation.

A comprehensive review of the internal control
system is carried out using detailed
self-evaluation questionnaires
Since 2007, Wendel SE has carried out a number of reviews relating
to internal control, relying on the framework set down by the AMF
in its January 21, 2007 recommendation and on its application
guide updated in July 2010.
The reviews are based on a self-evaluation questionnaire that has
been extensively updated in 2019 to better adapt it to the Wendel
Group’s specific features and activities, i.e., by identifying specificrisk areas, such as financial risks.

and internal control) such as governance and ethics principles,organization and procedures, internal control and audit
oversight, etc.;

 process level controls, both operational and related to the
preparation of accounting and financial information, such aspurchase to pay and inventories, human resourcesmanagement, order to cash, financial statement closing process
and consolidation, or the security of IT systems.
Wendel SE Internal Audit reviews responses through on-site visitsof portfolio companies. The Audit Committees of subsidiaries
subject to controls also examine and analyze the replies given in
the questionnaires. The data collected make it possible to prepare
and track improvement plans for the control points that require
remedial action. The findings of the questionnaires arecommunicated each year to Wendel’s Audit, Risks and Compliance
Committee.

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171

3

"1;3)+<7:;
Risk management and internal control systems

+01->-5-6<;16 

In 2022, Wendel continued to follow up and develop its
compliance-related measures in the context of Sapin II and GDPR.
More specifically, it conducted audits of these compliance
processes and further fine-tuned its action plans as necessary. In
the controlled companies portfolio subject to Sapin II, Wendel
continued to monitor progress through Audit, Risks andCompliance Committee meetings.
Dedicated training sessions organized for all employees to raiseawareness and keep them informed of the compliance rules that
apply to Wendel and its employees have been conducted on anannual basis since 2019. Special attention was paid in 2022 toraising awareness on risks associated with compliance withinternational sanctions. The dedicated policy was also updated. A
practical “Golden Rules of GDPR” was also published andcommunicated to employees to help them better understand theirroles and responsibilities on the topic.
Process standardization on the Finance and Human Resources ERP,
initiated in 2020, continued to be an important driver of process
improvement, transparency in operations and related transactions.
When it comes to HR processes in particular, information transfer
processes with our foreign offices and data confidentiality were
improved in 2022.

172  - 2022 Universal Registration Document

The internal control evaluation process at Wendel and in its
portfolio companies was redesigned in 2019. The scope ofevaluation was similar in 2022 to measure the progress of not only
Wendel SE but also its portfolio companies. The year also saw
ACAMS conduct this evaluation for the first time since joining
Wendel.
Lastly, with remote work now the norm, the projects launched in2019 to reinforce IT governance and security continued apace.
Raising employee awareness on cybersecurity issues andreinforcing IT security globally continued to be a strong focus withthe performance of penetration testing and regular phishing
simulations. A cyber crisis simulation exercise was also conducted
to test the response mechanism to potential cyber threats against
Wendel SE. The same focus was applied in the portfolio
companies, notably with regular reviews of their progress withrespect to the National Institute of Standards and Technology(NIST) cybersecurity framework.

4  "$ !$)!$) $!'"



4.1.1
4.1.2
4.1.3
4.1.4
4.1.5







4.4.1

Business model
175
Highlights of Wendel’s
ESG commitment
178
Summary of Wendel’s non-financial
ratings
179
Wendel’s main non-financial issues 180
Wendel Group’s ESG strategy
183

%"$!$ !
! &$!"!$&!!
!" %



4.2.1
4.2.2
4.2.3
4.2.4
4.2.5

Bureau Veritas
Constantia Flexibles
Stahl
Crisis Prevention Institute
ACAMS

202
214
226
238
243

%%'%%"&!) -%



4.3.1

4.3.2
4.3.3

HR performance: fosteringcommitment, well-being, support,
employability and inclusion
Measuring and managing
our environmental footprint
Governance and business ethics

'$!" $ &*! !+

4.4.2
4.4.3
4.4.4






250

Taxonomy alignment ofconsolidated turnover
Taxonomy alignment ofconsolidated CapEx
OpEx scope exemptions
Taxonomy-related regulatory
information tables


268
271
271
272

'&+!$" %

Wendel SE
Stahl
Constantia Flexibles
Crisis Prevention Institute
ACAMS

275
276
279
283
284

$!%%$$ & $"!$& &!!!+



4.6.1
4.6.2

285
286

Cross-reference table
Methodological information$"!$&!! !&%&&'&!$+'&!$%
""! &%- "  &&$"$&+



260
262

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173

4

76.16)6+1)416.7:5)<176

174  - 2022 Universal Registration Document

76.16)6+1)416.7:5)<176
Foreword4

7:-?7:,
In 2022, Wendel decided to significantly change its non-financial
performance statement (NFPS).

* The ESG performance of the portfolio companies is presented forthe controlled companies, including:

The aim is to highlight Wendel’s role and actions as a long-term
investor in relation to its ESG issues. This Chapter has therefore
been refocused around the Group’s strategy and the main ESG
issues of the consolidated portfolio companies. In addition, with aview to enhancing its non-financial information, Wendel voluntarily
submitted four consolidated KPIs to a reasonable assurance
assessment: percentage of women in management positions,
Scope 1 and 2 CO2 emissions, frequency rate of workplace
accidents and percentage of women on boards of directors where
Wendel has the power to make proposals.

 Bureau Veritas;

This Chapter presents:
1. non-financial issues and ESG strategy as an investor (Wendel
Group);

 Constantia Flexibles; Stahl; Crisis Prevention Institute (CPI); ACAMS (consolidated in 2022).
The financial statements of these companies are all fully
consolidated by the Group. The non-financial performancestatement (NFPS) covers Wendel’s controlled companies and isreviewed by an independent third-party (ITP), in accordance withthe provisions of Article L. 225-102-1 of the French Commercial
Code.

2. ESG performance of the portfolio companies*;
3. non-financial issues as a responsible company (Wendel SE).

 '-6,-4:7=8 =;16-;;57,-4
Wendel's business model is described below, including its mission, its values, its resources, and value created with and for stakeholders.

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175

BUSINESS MODEL AS OF DECEMBER 31, 2022

MissionValuesResources

Engaging with entrepreneurial
teams to build sustainable leading
companies

Engagement
Excellence
Entrepreneurial spirit

Permanent capital
1.1%

39.6%

GovernanceSupervisory Board (1)Executive Board

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

2 members appointed
by the Supervisory Board
for a 4-year term

40% independent members

Employee shareholding

Family shareholding(2)

40% women (3)Audit, Risks andCompliance Committee
Governance andSustainability Committeeof the share capital heldby Wendel-Participations SE
and related parties (5)(reference family
shareholder)of the capital held by morethan one hundred current
and former employeesof the Group

2.2%
TreasurysharesCommittees
Management Committee
Investment andDevelopment Committee
Wendel Growth Committee

35.5%

Coordination Committee

21.6%

ESG Steering Committee

Individual investorsof share capital heldby more than 30,315
individuals

Institutional
investors
in over 30 countries

ESG strategy
Building sustainable
companies

Empowering excellenceand engagement

Wendel as an investor

Wendel as a company

100% of controlled companies
have formalized an ESG roadmap

16.9% of the total compensationof Wendel's Executive Board
linked to ESG performance

100% of the CEOs of controlled
companies (4) have a portionof their compensation linked tothe achievement of ESG objectives
55% of the portfolio's emissions
come from companies with pathways
approved by the Science Based Targets
initiative

90% of employees trainedin ESG in 2022
96% of employees trainedin business ethics
40% women
in management positions

Bond investors
accounting for c. €1.4 billion of bonds

Human capital
89
employees located in Paris,
Luxembourg and New York82%
of employee shareholders

Total workforce gender split-17.2% in carbon intensity in relation
to consolidated sales (Scopes 1, 2
and 3) compared to 2021

Sponsorships

40.5%

59.5%

Men

Women

The Wendel Cares endowment fund has continued its commitments in the fields
of culture and education, with the Centre Pompidou-Metz and Insead, andexpanded its scope with three new pillars: equal opportunity and professional
integration, medical research and health, and environmental protection(1) The composition of the Supervisory Board is as of December 31, 2022.
(2) Percentage excluding members representing employees. Beyond the requirements of the Afep-Medef Code.
(3) Percentage excluding members representing employees: including these members, the percentage rises to 50%. Beyond legal requirements and those of the Afep-Medef Code.
(4) Present throughout the year.
(5) In accordance with Article L. 233-10 of the French Commercial Code (Code de commerce), the data include Wendel-Participations SE, its Chairwoman, Priscilla de Moustier, and Société Privéed’Investissement Mobiliers (SPIM).

176  - 2022 Universal Registration Document

BUSINESS MODEL AS OF DECEMBER 31, 2022

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

Controlled companies

Value created withand for stakeholders
Measurement of value creation
Nearly €9 billion of gross assets—

Nearly €4 billion in market capitalization

ACAMS

Net Asset Value (NAV) of €167.9/share as of December 31, 2022,
down 9.2% (6) in 2022.

Anti-money launderingand financial crime training
and certification services
Since 2022

Bureau Veritas
Conformity assessment
and certification services
Since 1995

Overall yield (dividends re-invested) of 8.7%
per annum since June 13, 2002 (7)Payment of a stable dividend at €3.20/share, up 6.7%,
proposed to the Shareholders’ Meeting on June 15, 2023
More than €6 million distributed to around 20 associations since 2010—

Constantia Flexibles
Flexible packaging
Since 2015

Crisis Prevention Institute
Training services
Since 2019

Stahl
Specialty coatings and surface
treatments for flexible materials
Since 2006

Non-controlled companies

Support for companies and value sharing
Active and ongoing assistance, sharing of risks and experience,and pooling of financial and technical expertise
Representation on the companies’ Boards of Directors and key Committees
Value sharing at the time of exit with the teams of portfolio companies,
whenever possible—

Shareholder dialogue—

Institutional investors: 280 meetings

IHS Towers

Wendel’s Shareholder Advisory Committee: 3 meetings

Telecom infrastructure
Since 2013

Letter to shareholders: 2 editions

Tarkett

Independent lead director

Flooring and sports
surface solutions
Since 2021—

Governance roadshows—

Employee development and value sharing

Wendel Growth

95.5% of employees (8) trained over the year

Growth investments
Since 2013

Profit-sharing agreement, Group employee savings plan,collective pension fund—

88% of employees were awarded
stock options and/or performance shares

Other

Reimbursement of nursery expenses

Cash, treasury shares, etc.

Supplemental insurance, contingency benefits(6) Adjusted for the €3 dividend per share paid in June 2022, NAV is down 9.2% over the year. In reported fi gures, NAV is down 10.8%.
(7) The overall yield is as of December 31, 2022.
(8) Present as of December 31, 2022.

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177

4

76.16)6+1)416.7:5)<176
Wendel Group 1/041/0<;7.'-6,-4E;#C+7551<5-6<

2019 (for 2018)
Wendel publishes its ﬁrst
non-ﬁnancial performancestatement (NFPS) andidentiﬁes its ESG risks andlevers for action

2011
Wendel's Sustainable
Development
department isestablished2011

2013 (for 2012)

Wendel publishes
its ﬁrst CSR reportunder Grenelle II

2013

2019

2020

Wendel publishes its
ﬁrst ESG Roadmap(2020-2023)

March 2020

Wendel signs France
Invest's Gender
Equality charter2020

May 2020

Wendel signs
the UN's PRI

December 2020

January 2021

February 2021

Wendel scores
69/100 in
the Gaïa Rating
non-ﬁnancial
questionnaire

Wendel becomes the ﬁrst
French issuer to present
its ESG strategy to the
French Societyof Financial Analysts(SFAF).

Wendel begins ananalysis of climate changerisks and opportunities
within its portfolio
companies.

Wendel joins
the United Nations
Global Compact

Wendel receives a B
rating in response to the
Carbon Disclosure
Project’s (CDP) Climate
Change 2020
questionnaire.

2021

November 2020

Wendel joins the
Dow Jones
Sustainability Europe
and World indices

September 2021

Wendel wins theDiversity inmanagement bodies
prize at Ageﬁ's
Corporate
Governance Awards.

October 2021

Wendel wins
the overall
Transparency Awardat the Grand Prix de laTransparence 2021

75
100

2022

2021

November 2021

Wendel improves its scorein the Dow Jones
Sustainability (DJSI) Worldand Europe indices, with ascore of 76/100 in the
Diversiﬁed Financials
category.

178  - 2022 Universal Registration Document

January 2022

Wendel improves its scoreon the Gaïa Rating
non-ﬁnancial questionnairefrom 69/100 to 75/100.
Wendel participates in the
Financial Times Stock
Exchange (FTSE)
non-ﬁnancial rating exercise
for the ﬁrst time and obtains
a score of 3.4/5, above theaverage of 2.4 for its sector.

February 2022

55% of portfolio
emissions come fromcompanies with
SBTi-approved
pathways2022
Wendel conﬁrms its
inclusion in the DJSIWorld and Europe andrises in the CDP,
earning a B rating for"Climate ChangeManagement"

76.16)6+1)416.7:5)<176
Wendel Group

4 #=55):A7.'-6,-4E;676.16)6+1)4:)<16/;
Wendel's non-financial ratings compared to those of other companies in the sector

WORST

BEST

20

CCC

B

BB

BBB

D-/D

C-/C

72/100

72

50

AA

AA

A

B

B-

High

AAA

B

A-/A

Low
risk

MediumNegligible
Risk

D

D+

C-

C

C+

Negligible risk
(top 1%of the sector)
58/100(top 5%of the sector)

58/100D-

WENDEL SCORE

C+(top 10%of the sector)
B-

Wendel also obtained a rating of 81/100 in the Gaïa Research by Ethifinance assessment (industry average: 55/100). Wendel was also rated
81/100 by Refinitv, ranking fifth among the 63 companies assessed in its business sector.

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4

76.16)6+1)416.7:5)<176
Wendel Group '-6,-4E;5)16676.16)6+1)41;;=-;
Wendel’s main non-financial issues concern its investment activity
and its portfolio companies. Drawn up in accordance with SASB
standards, the risk materiality matrix is reviewed each year in lightof Wendel's operational activities, changes in regulations andsocietal shifts.

Since 2021, a growing emphasis has been placed on the fightagainst climate change, which is closely monitored by the Executive
Board and the Supervisory Board.
Section 4.1.5.5– Climate Plan is dedicated to this subject.

The main risks identified are presented in the upper circle of the following matrix:
Issues related
to being an investor

Human resources
issuesEnvironmental
issuesBusiness ethics
and governance issues

SocietalissuesNon-ﬁnancial challenges
within Wendel Groupsubsidiaries
Responsible
investor procedures

Mitigatingclimate change

Compensation
Business ethics

Main EFPD risks

Work-life balance/
Psycho-social risks

Issue levels for stakeholders

Independenceof governance bodies
Health and safety of teams

Key people
Combating discriminationand promoting diversity
Sponsorships

Talent acquisition
and retention
Preventing market
abuse/protection of
conﬁdential information

Waste
Internal control
mechanisms

Energyefﬁciency
Water
consumption

Responsible
procurement

Impact on
biodiversity

Soil, air and waterpollution

Personal dataprotection

Working conditions/
Human rights
Social dialogue

Issue levels for Wendel

180  - 2022 Universal Registration Document

Tax/Anti-money
laundering policy

76.16)6+1)416.7:5)<176
Wendel Group

4

The main non-financial risks derived from Wendel’s materiality matrix are as follows: Wendel Group ESG issues and investment procedures

 Issues related to Wendel’s human resources: attractiveness andtalent retention, compensation, promotion of diversity andnon-discrimination

 Portfolio companies’ ESG issues
 Issues related to climate change Issues related to business ethics
 Issues related to the prevention of market abuse and protectionof confidential information

The cross-reference table below links the main non-financial risks to the policies implemented, as described in each of the sections of the
NFPS below:

Main risks related to Wendel’s business
Wendel Group’s ESG issues and responsible
investment procedures

Section 4.1.5 Wendel Group’s ESG strategy

Portfolio companies’ ESG issues

Section 4.2 ESG performance of controlled portfolio companies

Risks related to climate change

Sections 4.1.5 and 4.2 (integrated in Wendel’s ESG risks and the portfolio
companies' ESG performance)

Risks related to Wendel’s human resources

Section 4.3.1 HR Performance – fostering commitment, well-being, support,
employability and inclusion

Risk of non-independence of governance bodies
and control mechanisms

Section 4.3.3 Governance and business ethics

Risks related to business ethics

Section 4.3.3 Governance and business ethics

Non-financial issues within Wendel Group subsidiaries
 As of December 31, 2022, Wendel is the majority shareholder Since Wendel is not a sector-specific investment company, theof Bureau Veritas, Constantia Flexibles, Stahl, CPI andACAMS(1). These companies are therefore covered by Wendel’s
NFPS. Wendel provided a methodology for identifying andprioritizing the main non-financial risks to the companies within
this scope (excluding Bureau Veritas(2)): Constantia Flexibles,
Stahl, CPI and ACAMS. The results of this work have been
approved by the appropriate governing body (Board of
Directors or Audit Committee depending on the company) andthe risk analysis methodology used was reviewed by anindependent third party. The main risks are presented for eachof the controlled companies (section 4.2 – ESG performance ofcontrolled investments).

Group's holdings are expected to develop ESG policies that
address their specific issues. Wendel therefore does notconsider it appropriate to consolidate all the risks and all theindicators used since, in certain cases, this information would
have no operational significance.

 However, as part of its ESG strategy, Wendel encourages thecompanies to take into account four priorities: the fight against
climate change, the safety of employees and consumers,
gender parity and the ESG performance of the product orservice offering. Consolidated indicators are published forthese priorities, reflecting Wendel's role as a responsible
investor.

 Bureau

Veritas, Wendel’s largest controlled company(3),publishes its own NFPS, available in its 2022 Universal
Registration Document, certain sections of which are publishedin this document.

(1) The financial statements of these companies are all fully consolidated by the Group. The non-financial performance statement (NFPS) covers
Wendel’s scope of consolidation and is reviewed by an independent third-party (ITP), in accordance with the provisions of Article L. 225-102-1 of
the French Commercial Code.
(2) As a listed company, Bureau Veritas must issue a NFPS.
(3) Listed on Euronext Paris and part of the Next 20 index (Compartment A, ISIN Code, FR0006174348, ticker symbol: BVI).

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Wendel Group

Wendel’s ESG approach is rooted in a firm belief in the core valuesof Engagement, Excellence, and Entrepreneurial Mindset.
These values guide Wendel’s behavior both as a company and as
an investor in order to accomplish its mission, which is to partnerwith entrepreneurial teams to build sustainable leaders whose
long-term performance will create value for all stakeholders.

To this end, and as part of the ESG strategy published at the
beginning of 2020, the main thrust of which is set for 2023, Wendel
has defined two main levers:(1) its behavior as an investor. As a professional shareholder
investing for the long term, Wendel wants to have a positive
impact on society and contribute to a sustainable future bysupporting its companies in their transformation to becomesustainable leaders.
(2) its behavior as a company, and its commitment to its
employees and communities.

Wendel as a responsible investor

Wendel as a responsible company- Invest to support the prosperity and transformation of companies
that respect society and the environment- Uphold the highest governance, ethics, environmental andoperational management standards- Guarantee HR performance through commitment,
well-being and inclusion- Support our portfolio companies in their ESG ambitions
and performance

4.1.5 Wendel Group’s ESG strategy
4.2 ESG performance of porfolio companies

Wendel has set commitments with clear and measurable
objectives. It has implemented the resources necessary to achievethem.

182  - 2022 Universal Registration Document

4.3 Non-ﬁnancial issues speciﬁc to Wendel SE

This roadmap is in its third year of deployment in 2022. A newroadmap will be defined in the second half of 2023.

76.16)6+1)416.7:5)<176
Wendel Group

4 '-6,-4:7=8E;#;<:)<-/A
4.1.5.1 Organization of ESG governance
Wendel believes that corporate ESG (environment, social, andgovernance) issues are a driver of growth and progress for theGroup. Through its long-term action, Wendel encourages its
companies to implement ESG practices. At the same time, it defines
its own ESG policy that is adapted to its role of investor and applied
by a core team of professionals.
ESG issues are addressed at all levels of governance.

For Wendel
Executive Governance – Executive Board The Executive Board establishes the Group’s strategic direction
and ESG roadmap.

 The

Sustainable Development department established by
Wendel in 2011 reports directly to the Board and coordinates
initiatives in this area. It is supported by an ESG Steering
Committee. The committee is chaired by David Darmon,
member of the Executive Board, and is made up of two of theCompany’s Operating Partners and representatives from
Wendel’s different business and support divisions: Internal Audit
department, General Secretariat, Sustainable Development andCommunications department, Financial Communications
department, Human Resources and Operational Resources
department. It meets every six weeks to monitor the Group’sand its portfolio companies’ ESG ratings and progress made on
rolling out the 2023 ESG roadmap.

 The rollout of the portfolio companies’ ESG roadmaps ismonitored by the ESG team and Operating Partners, whoprovide operational support for major ESG projects (monitoring
financial and human resources, anticipating regulations,defining and monitoring variable compensation targets for
management teams linked to ESG performance conditions, etc.).
Key figures

 A portion of the variable compensation of 100% of the CEOsof controlled companies is based on the achievement of ESG
objectives.

 23% of Wendel’s employees receive variable compensation
contingent on the achievement of ESG objectives.

 16.9% of the compensation of Wendel’s Group CEO is linked
to ESG performance.

Non-executive governance – Supervisory Board
The Supervisory Board discusses ESG matters on a regular basis,
both at plenary sessions and within the Audit, Risks andCompliance Committee and the Governance and Sustainability
Committee. In 2022, the following points were addressed:

 Audit, Risks and Compliance Committee: monitoring of theprocesses implemented by Wendel and its portfolio companies
in response to the EU Taxonomy and the independent
third-party’s role with regard to the NFPS.

 Governance and Sustainability Committee: implementation of
the ESG strategy within Wendel SE and its portfolio companies,
definition and assessment of the ESG objectives used todetermine the Executive Board’s variable compensation and thestock option and performance share plans with ESG
performance conditions.
Inclusion of non-financial performance criteria
in compensation arrangements
The members of the Executive Board and all members of theCoordination Committee (i.e., 20% of Wendel’s workforce) receive a
portion of their variable compensation contingent on theachievement of ESG objectives. In addition to the Coordination
Committee, staff from all of Wendel’s functional departments
contribute to the deployment of the 2023 ESG roadmap and develop
initiatives that contribute to the sustainability of the Company’s
activity. This is evidenced by the Company’s Code of Ethics, whichsets out the Group’s commitments in terms of respect for humanrights, environmental protection, quality working environment andresponsible investment. This Code of Ethics applies to all employees
and managers of the Company, its holding companies and its sites.

For Wendel’s portfolio companies
Among the consolidated companies, Bureau Veritas, Constantia Flexibles
and Stahl each have their own CSR departments and specializedcommittees. Given their size, CPI and ACAMS do not have their own CSR
departments but have appointed CSR managers within their structures.
Under Wendel’s impetus, many ESG-related issues are discussed
within the companies’ governance bodies (Boards of Directors andAudit Committees). In 2022, this included:

 approval of climate resilience plans: Bureau Veritas, Stahl,Constantia Flexibles; validation of assumptions and KPIs related to the EU Taxonomy:
Stahl;

 approval of the first ESG roadmap: ACAMS;
 monitoring of ESG roadmaps and objectives: Bureau Veritas,
Stahl, CPI and Constantia Flexibles.
In addition, under Wendel’s impetus, a portion of the variable
compensation of the CEOs of each of the consolidated companies
is linked to the achievement of ESG criteria.
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Wendel Group

4.1.5.2 Sustaining dialogue with stakeholders
Wendel considers its stakeholders to be all persons or organizations directly or indirectly involved in the Group’s business. Wendel
endeavors to maintain a regular dialogue with each of them. This approach contributes to the Group’s strategy in both its economic andsocietal aspects. The main methods of interaction with stakeholders are as follows:

FINANCIAL
AND MEDIA COMMUNITYWENDELPORTFOLIO COMPANIES••Attendance and voting at meetingsof the Board of Directors
Strategic and operational support(investment teams, operating partners,
compliance and ESG teams, ﬁnanceteams, etc.)

•

•
•

•
•
•

•
•

SUPPLIERS
AND SERVICE-PROVIDERS••

Third-party assessment process
Call for tenders or competitive bidding
for larger service-providers

Analyst conferences and regular press
updates on the day on which annual
results are published
Annual Investor Day
Conference calls/webcasts
for half-yearly and quarterly results
and other ad hoc strategic events
Credit, equity, Governance and ESG
roadshows
Shareholders’ Meeting
Publication of communicationmaterials relating to our business(press releases, brochures, lettersto shareholders, website, social media,
etc.)
Shareholder Advisory Committee
Perception studies

•
•

•
•
•

•
•

Philanthropic initiatives via ﬁnancial
donations or skills sponsorship
Organization of team seminars

During the year, all major events organized for shareholders andinvestors (Shareholders’ Meeting, Investor Day) included apresentation of the Group’s ESG approach and the companies in its
portfolio. The Group’s communication media (brochures, social
media, etc.) regularly include information on the ESG performanceof Wendel and its companies.
The non-financial scores and ratings received by Wendel in 2022
are presented in section 4.1.3.

Surveys on quality of life at work
Social dialogue with employee
representative bodies (if applicable
under local regulations)Staff meetings
Annual 360° assessments
Corporate seminars

TRADE
ASSOCIATIONSLOCAL NON-PROFITSAND COMMUNITY ORGANIZATIONSIn 2022, Wendel continued its program of meetings withinstitutional and individual investors on the subject of ESG, byparticipating in dedicated conferences or by soliciting its
committed investors on these issues. In total, around ten meetings
were organized.

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NON-EXECUTIVE EMPLOYEES•Participation in working groups
on the challenges faced by our sector

Lobbying activities
Wendel SE does not use any lobbying agencies.
Trade associations
As a listed company, Wendel contributes to marketplace discussion
by participating in the work of all the major professional andfinancial market organizations of which it is a member: Afep, Ansa,
Medef, France Invest, Paris Europlace, etc. In 2022, professional
contributions amounted to approximately €139,000.
Think tanks
Wendel is a partner of Institut Montaigne.

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Wendel Group4

4.1.5.3 2023 ESG Roadmap
Building sustainable businesses
Invest to support the prosperity and transformation of companies that respect society and the environment
2023 objective
INVESTMENT

2020

2021

2022

Pre-investment 100% of investment opportunities screened through Wendel’s exclusion
phase
list

100%

100%

100%

100% of investment opportunities reviewed through identification of themost material ESG risks and opportunities

100%

100%

100%

Annual review of Wendel’s exclusion list and business model resilience
test criteria at Investment Committee and Supervisory Board levels

No

Yes

Yes

100% of ESG investment opportunities assessed(in-depth due diligence)

100%

100%

100%

100%

100%

100%

80%

100%

100%

80%

100%

100%

Ownership
100% of controlled portfolio companies to have formalized an ESG
phasetransformation roadmap aligned with their global strategy(Governance) 100% of controlled portfolio companies for which progress in relation tothis roadmap is reviewed at Company Board level for each company
annually
100% of controlled portfolio companies that have had a committee orBoard of Directors review an ESG topic
100% of ESG roadmaps reviewed each year by Wendel’s Executive Board

80%

100%

100%

ESG roadmaps reviewed each year by Wendel’s Governanceand Sustainability Committee and/or Supervisory Board

Yes

Yes

Yes

100% of controlled portfolio companies have identified priorities foroffering sustainable products and services

100%

100%

100%

Ownership% of net sales associated with products with environmental added value
28%
phase
(see section 4.1.5.4)(Environment) 100% of controlled portfolio companies monitoring their carbon footprint 60%(Scopes 1, 2 and 3)

53%

55%

100%

100%

Ownershipphase(social)

100% of controlled portfolio companies committed to reducing theiremissions

60%

100%

80%

Of which the pathway has been committed to or approved by the SBTi

60%

75%

60%

100% of controlled portfolio companies to have assessed their exposure
to physical and transition climate change risks and opportunities

100%

100%

80%

Achievement

N/A

Integration of
ACAMS in 2022
Integration of
ACAMS in 2022

Of which controlled companies that have implemented climate change risk 0%
resilience plans

0%100% of controlled portfolio companies that have an environmental
management system (in particular via ISO 14001 certification) for all orpart of their activities

80%

75%

100% of controlled portfolio companies to have adopted a continuous
improvement approach to health and safety in the workplace80%

Of which certified management systems (OHSAS 18001 or ISO 45001)

80%

80%
Integration of
ACAMS in 2022
60%
Not material for
ACAMS and CPI

100%

80%
Deployment
in progress
for ACAMS

75%

60%
Not material for
ACAMS and CPI

100% of controlled portfolio companies that organize health and safety
training

100%

100%

30% women among all people appointed directly
or indirectly by Wendel to the relevant boards(boards of directors or equivalent) in the portfolio

21%

26%

29.8%

100% of controlled portfolio companies to be committed to improving
gender balance in their workforce

80%

100%

100%

% of women in the total workforce of controlled companies

29.2%

29.1%

29.3%

% of women in management positions

24%

23%

25%

% of women in shareholder governance bodies

23%

26%

29%

% of women in operational governance bodies

22%

21%

27%

80%
Integration of
ACAMS in 2022

N/A
N/A

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Wendel Group

Building sustainable businesses
2023 objective
GOVERNANCE

Compensation % of CEOs in the controlled portfolio whose variable compensationis contingent on progress on their ESG roadmaps

Non-financial
information

*

2020

2021

2022

80%

100%

80%

Achievement
Integration of
ACAMS*

Define a % of total compensation of the Executive Board contingent
on progress on ESG issues

Onlyvariable
portionindexedto ESG

19.2%

16.9%

A variable portion of the Coordination Committee’s compensation to becontingent on the progress made by all portfolio companies on their ESG
transformation roadmaps

Yes

Yes

Yes

Progressively align Wendel’s annual non-financial reportingwith international standards, such as the Task Force on Climate-related
Financial Disclosures (TCFD) reporting framework

No

Yes (seesection
4.1.5.5)

Yes (seesection
4.1.5.5)

As Wendel only consolidated ACAMS in 2022, certain ESG policies and actions were still being implemented as of the date of publication. The first ESG
targets determining a portion of the CEO's variable compensation have been set for 2023.

4.1.5.4

Responsible investment strategy

Integration of non-financial performance throughout
the investment cycle
Risks and opportunities

By investing for the long term, Wendel is committed to working
with entrepreneurial teams to build sustainable leaders. Wendel
believes it is essential for the companies in which it invests to take
into account non-financial issues, both in terms of the risks they may
involve and the sustainable value creation opportunities.
Wendel makes sure that management in its portfolio companies
takes the appropriate measures to prevent and/or mitigate
non-financial risks and seize every opportunity to create value over

186  - 2022 Universal Registration Document

the long term. For Wendel, this is a matter of strengthening its
positive impact – in strict compliance with its role as a shareholder
and with rules of governance – on the companies in its portfolio byencouraging them to take non-financial issues into account in atangible way.
Policies and outcomes

Wendel has defined a responsible investment procedure that isenriched as investment opportunities arise, and integrates thestudy of risks and opportunities throughout the cycle of its
investments.

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Wendel Group

4

Responsible investment procedure
PRIOR TO INVESTMENT

Screening

Investment
exclusion
list
Identiﬁcationof the most material
ESG risks andopportunitiesof the investment
targetOWNERSHIP PHASE

ESG due diligence

Conducting in-depth
ESG due diligencebased on the mostmaterial issues
identiﬁed in
the screening phase

Investment
decision

Year 1:priority setting

Integration ofdue diligenceﬁndings into thePre-Investment
Memo

Integrationof the screening
ﬁndings into
the investment
note reviewed
by the Investment
Committee.

EXIT

First annual
reviewDeﬁnition of an
ESG Transformation
Roadmap

Value-creation process

Valuingtransformation

Engagement- Work with Wendel Operational
Partners and external experts
on identiﬁed priorities
Progress monitoring- Progress reviewed at Company
Board level once a year
- Annual portfolio progress review
by Wendel’s Executive andSupervisory Boards- Annual reporting

Ad hoc participationin value creation,
depending on context

ESG Exit Memo or
Vendor Due Diligence,highlighting progressachieved

Steps conducted with the supportof external sustainability experts

Prior to the investment

4. firearms;

Exclusion policy

5. gambling facilities or products;

The exclusion policy is reviewed each year by Wendel's Executive
Board.

6. coal mining and coal-based power generation;

In addition to refraining from investing in entities involved in the
production, marketing, use of, or trade in, illegal products oractivities, Wendel will also not invest in entities directly responsible
for the production, distribution, marketing or trade in:

7. narcotics;

1. tobacco;

In addition to the sector exclusions set out above for all of theCompany’s direct investments, Wendel will also pay the utmost
attention to indirect economic exposure to these businesssegments, in particular when examining investment opportunities
that have passed the first filter of the exclusion list.

2. pornography;
3. controversial weapons, as defined by the following treaties:

8. fur;9. asbestos.

 the Treaty on the Non-Proliferation of Nuclear Weapons(1968),
 the Biological Weapons Convention (1975),
 the Chemical Weapons Convention (1997),
 the Ottawa Treaty (1997) on anti-personnel mines,
 the Convention on Cluster Munitions (2008);

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Wendel GroupESG due diligence

Once it has been established that an investment opportunity
complies with Wendel’s exclusion policy, the investment teamworks with the Sustainable Development department on ESG due
diligence. Depending on the materiality and complexity of theissues identified, Wendel’s teams may refer to external experts. This
could include hiring consulting firms or calling experts, forexample.

In this phase, climate-related issues are analyzed. Wendel assesses
both the investment opportunity’s carbon intensity and its capacity
to decarbonize. Wendel also ensures that its investment teams are
all trained on these issues.

2022

2021

2020

Number of investment team members trained in ESG work to be undertaken
in portfolio companies

100%

100%

N/A

Percentage of investment opportunities studied that have undergone due
diligence covering ESG risks and opportunities

100%

100%

100%

Ownership phase
Systematically integrate ESG into senior executive compensation
at Wendel and its controlled companies

Wendel’s management and the management teams of the controlled companies are held accountable through the alignment of theirvariable compensation with non-financial performance.

% of the management teams of controlled portfolio companies whose variable
compensation is aligned with the ESG performance of their company% of the Group CEO’s total compensation contingent on the Group’s
ESG performance% of Wendel teams whose variable compensation is contingent
on ESG performance criteria

2022

2021

2020

80%(1)

100%

80%

16.9%

19.2%

Only variable
portion indexed
to ESG

20%

23%

22%

(1) As ACAMS only joined the Wendel Group in 2022, the first ESG targets determining a portion of the CEO's variable compensation have been set
for 2023.

Constantly improving the quality of non-financial information in
the absence of a stabilized normative ESG framework
Wendel’s responsible investor approach also covers its ability tomeasure as rigorously as possible the non-financial performance ofits business and that of its companies in the absence of a stabilized
ESG standard. Within this framework, Wendel's ambition is to put inplace procedures aimed at aligning the production of its
non-financial information with that of its financial information. In
particular, in 2022, four consolidated KPIs on the controlled
companies scope were covered by a reasonable assurance audit
initiated by Wendel (see section 4.7). This constant improvement
approach will be pursued in the coming months. The attention paid
to the quality of non-financial information makes it possible to: address the most material ESG topics for the Group; regarding

climate, have the company’s carbon footprint
assessed annually by a third party;

 improve the readability for all stakeholders of Wendel’s
non-financial performance with regard to the wide range ofinternational ESG reporting standards;

 allow investors to form an opinion on the Wendel Group’s ESG
strategy.

Standard or reporting exercise

StatusGlobal reporting Initiative 4Standard complied with in the Group’s non-financial performancestatement

United Nations Principles for Responsible Investment (PRI)

Voluntary reporting since 2021

Task Force on Climate-related Financial Disclosures (TCFD)

See Climate Plan chapter – Built on TCFD recommendations

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Wendel Group

Support the deployment of strategic roadmaps that are appropriate
to the companies’ activities

Wendel relies on a hybrid system composed of Operating Partners
and the Sustainable Development department, which makes it
possible to integrate ESG into the companies' strategy andgovernance.
As a shareholder, the Wendel Group is not involved in theoperational management of its subsidiaries. It does however
ensure, mainly through close communication with their

4

management and the Boards of Directors, that these companies
gradually integrate ESG issues into their risk management andstrategies.
In addition to setting objectives, Wendel assists its portfolio
companies in monitoring and complying with European regulations(Taxonomy, CSRD, etc.), and in implementing their climate
strategies (help with the analysis of physical and transition risks,review of decarbonization plans, etc.).

Each portfolio company has its own strategic roadmap in which its ESG commitments are formalized (see section 4.2 – ESG performance ofcontrolled portfolio companies). The roadmaps address the material issues specific to each company, as well as the four priority topics
defined by Wendel:

Priority topics defined by Wendel in the ownership phase

Employee healthand safety

Climate change
mitigation

Gender balanceand diversity

Products and services
with added
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Wendel Group

Overview of the 2022 ESG performance of the consolidated portfolio companies
based on Wendel’s four priorities
In order to facilitate the readability of ESG performance at the portfolio level, Wendel makes sure to present a consolidated measurement
indicator for these priority issues whenever possible. In 2022, all priority KPIs displayed positive trends:(integration 2022)

Frequency rateof work-related
accidents(1)Health and safety
EMPLOYEE management
HEALTH AND system(OHSAS 18001
SAFETYor ISO 45001)
Emissions(Scopes 1 to 3)
Weightof emissions
in the controlled
portfolio

0.16

2.08

1.64

1.56

Not available(100% remote-workorganization)

YES

YES

YES

NO
Non-materialNO
Non-material

729,264 tCO2

1,592,750 tCO2

701,910 tCO2

3,055 tCO2

371 tCO2

24%

53%

23%

0.1%

0.01%

YES

YES

YES

NO

2°C Approved

Committed in 2022

NO

NO

YES
Reduction targets
CLIMATECHANGE SBTi status
Committed in 2022
MITIGATION

Targets% of Board
members who
are women% of womenin management
GENDER positions
BALANCEAND
DIVERSITY Targets to enhance
gender balance% of net sales
from products
or services with
PRODUCTS environmental
value addedAND
SERVICES
WITH
ADDED
Action plan
ENVIRONMENTAL
VALUE-42% Scopes 1 and 2-42% Scopes 1 and 2-24% 2030-10% 2024
2030
2030-49% 2050
Scopes 1, 2 and 3-25% Scope 3-25% Scope 3
Scopes1,2and32030(2)2030(2)NO

WENDELPORTFOLIO CONTROLLEDASSETSCHANGE
2021/2022

0.95

-17%

347 tCO2/€mof net sales-17% in tCO2/€mof net sales

3 companies submitted
their SBTi targets,
representing 99.7%
of emissions ofcontrolled companies

42%

13%

18%

29%

43%

29%

+3%

26%

20%

25%

53%

49%

25%

+2%

35% women
in management
positions

Action plan toincrease theproportion of
women managers

25% of womenin management
positionsby end-2023

Maintain
45% to 50% womenthe current parity
on the Board of(49% of women
Directors by 2024
managers)

55%

59% (3)57%

Not applicable
Services with societal added value
see 4) below

55%

+2%

Water-based
products eligible
BV’s Green Line
Recyclable
for the Taxonomy(sustainable services ﬂexible packaging under the category
and solutions)solution"Other low carbon
manufacturing
technologies"(1) Calculated according to Bureau Veritas’ methodology (number of accidents with lost time x 200,000)/theoretical number of hours worked.
Frequency rates are presented in theoretical hours.
(2) Bureau Veritas and Stahl’s targets were submitted to the SBTi in 2022 and are pending approval.
(3) Estimated ﬁgures as of end-2022.

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Wendel Group

1. Climate change mitigation
See Climate Plan presented in section 4.1.5.5.
2. Employee health and safety
 The average frequency rate of workplace accidents in theportfolio of consolidated companies was 0.95, down 17%
compared to 2021 (1.14). The average severity rate was also
down for the third consecutive year (0.02 in 2022 compared to
0.03 in 2021 and 0.04 in 2020).
 80% of controlled companies have implemented a continuous

improvement process for health and safety in the workplace.
ACAMS, which joined Wendel in 2022 as the result of acarve-out, is the only portfolio company that does not yet havean occupational health policy. One of Wendel’s objectives is
to roll out this policy in 2023.
3. Promotion of diversity and gender parity
 Readings on the gender balance indicators defined by

Wendel for its portfolio companies were all up:
 The percentage of women among the directorships heldby Wendel increased by 3% to 29% in 2022.
 The average percentage of women in the operational

governance bodies (e.g., executive committees) of
portfolio companies edged up to 27% in 2022 from 26%
in 2021.
 The average percentage of women in management

positions within the Group’s entities increased from 23%
in 2021 to 25% in 2022.
 100%of companies have incorporated gender-related
commitments into their roadmap.

4

4. Innovation and products or services with environmental addedvalue
The share of products and services with environmental added
value offered by portfolio companies amounted to 55% ofWendel’s consolidated net sales, an increase of 2% in 2022.
This indicator reflects the proportion of sales of products andservices that contribute to environmental objectives (circularity,environment-related services and inspections, climate change
mitigation, etc.). Its calculation method differs from that used
for Taxonomy reporting, which is outlined in section 4.4.
This ratio for products and services with environmental added
value therefore covers:
 Bureau Veritas’ “Green Line” certification services offering,which represents 55% of its net sales, was up 3% compared to2021. The associated share of net sales has been calculatedon the basis of this sales ratio (see section 4.2.1 – Bureau
Veritas’ ESG performance);
Constantia Flexibles’ recyclable flexible packaging offering,which represented an estimated 59% of its net sales in 2022
see section 4.2.2 – Constantia Flexibles’ ESG performance(1); Stahl’s water-based products, eligible for the EU Green

Taxonomy under the category “Other low-carbon
manufacturing technologies”, accounted for 57% of thecompany’s sales in 2022. The composition of these products(high water content and low solvent content) results in asignificant reduction in CO2 emissions generated over the
product life cycle. An emissions reduction target has been set;
it is monitored on the basis of life cycle analyses carried out inaccordance with ISO 14040/44 (see 4.2.3 on Stahl's ESG
performance);
CPI and ACAMS do not present sales with environmental added
value due to their activity. However, both companies have asignificant societal impact:
 the entire CPI training offer, which aims to reduce violent

behavior and improve personal safety in the workplace (seesection 4.2.4 on CPI’s ESG performance);
 the entire ACAMS training offer, which aims to combat

financial crime
performance).

(see

section 4.2.5

on

ACAMS’ESG(1) Only estimates of the proportion of Constantia Flexibles’ recyclable solutions for 2022 were available as of the date of publication of the URD. Thisratio is based on sales volumes, expressed in square meters and include the group's Indian operations. In 2021 it corresponded to 55% of sales.

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Wendel GroupIn line with Wendel’s four ESG pillars and the aim of measuring theeffective contribution of its companies to a universal sustainablegrowth objective, Wendel uses the United Nations Sustainable
Development Goals (SDGs) framework to qualify the sustainability
challenges that its activity enables it to meet. This reference
framework is also used by controlled companies within theportfolio.

Wendel has selected SDGs that are aligned with its business andbelieves that its ESG performance strategy will make a contribution
to achieving the following SDGs:
4.4

by 2030, substantially increase the number of youth andadults who have relevant skills, including technical andvocational skills, for employment, decent jobs andentrepreneurship;

5.5

ensure women’s full and effective participation and equal
opportunities for leadership at all levels of decision-making inpolitical, economic and public life;

8.3

promote development-oriented policies that support
productive activities, decent job creation, entrepreneurship,
creativity and innovation, and encourage the formalizationand growth of micro-, small- and medium-sized enterprises,
including through access to financial services;

12.6 encourage companies, especially large and transnational
companies, to adopt sustainable practices and to integratesustainability information into their reporting cycle;
13.

192  - 2022 Universal Registration Document

take urgent action to combat climate change and its impacts.

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Wendel Group

4.1.5.5 Climate Plan

Key figures

Wendel is conscious of the urgency of the fight against climatechange and the need to take its impact into account in its strategicplanning and operational management.

 100%

In full compliance with its role as a shareholder, in 2022 Wendel
continued to assist its controlled companies with the managementof their climate strategy, in particular by monitoring the action plans
implemented following the 2022 climate risk analysis. Wendel
ensures that its consolidated companies all analyze their carbon
footprint every year and identify short-, medium- and long-term
reduction paths and targets. As such, the carbon intensity relative
to sales for the scope of the companies it controls was down 17.2%
in 2022 compared to 2021.

 100% of the controlled companies that have identified risks

In 2023, Wendel aims to define a pathway for reducing its GHG
emissions, in accordance with best standards such as the SBTi. The
initiative will be accompanied by a methodological review to take
into account the specificities of Wendel’s investment activity. For aninvestment company such as Wendel, there are currently two
consolidation standards impacting the recording of controlled
companies' emissions. These two consolidation approaches andtheir results are presented below.

 55%

of controlled companies measure their carbon
footprint every year, at Wendel's request within 18 months of
their acquisition.
related to climate change adaptation (Constantia Flexibles,
Stahl, Bureau Veritas) have developed a climate resilienceplan approved by their boards of directors.

 347 tCO2 eq/€m of sales on the consolidated scope (Scopes
1, 2 and 3).

 17.2% reduction in carbon intensity (Scopes 1, 2 and 3)
relative to consolidated sales compared to 2021.
of the portfolio’s emissions are attributable tocompanies with SBTi-approved pathways.

 94% of the portfolio's emissions are attributable to portfolio
companies (controlled and non-controlled) that have at leastcommitted to submitting their targets to the SBTi.

Emissions generated by Wendel and its portfolio companies in 2022:
consolidation using the GHG Protocol's equity share approach
Under the GHG Protocol’s equity share approach to consolidation, the Company accounts for emissions from each of its portfolio
companies according to its share of equity and independently of the notion of control. This includes emissions from the consolidated scope(Constantia Flexibles, Bureau Veritas, Stahl, CPI, ACAMS, Wendel SE) and emissions from non-controlled companies (Tarkett and IHS
Towers). Emissions related to Wendel Growth investments are not included as they are not deemed material.
In tCO2eq

Total emissions –equity share approach 2022(1)Total emissions –equity share approach 2021(2)2022/2021 change

Scope 1

313,913314,521

-0.2%
-7.4%

Scope 2

(3)

107,662

116,296

Scope 3(4)1,919,738

1,967,503

-2.4%

TOTAL

2,341,313

2,398,321-2.4%(1) IHS Towers’ Scope 1, 2 and 3 emissions and Constantia Flexibles' Scope 3 emissions 2022 will be available after the publication of the URD. We
have used the 2021 data. IHS Towers’ Scope 3 emissions are not available.
(2) Stahl’s and Bureau Veritas’ 2021 Scope 3 emissions were reassessed in 2022 (see sections 4.2.1 and 4.2.3). Tarkett’s Scope 3 emissions werereassessed in 2022. The reassessed 2022 Scope 3 emissions are used in the 2021 consolidated emissions.
Constantia Flexibles’ 2020 Scope 3 emissions have been used for comparability purposes.
(3) Scope 2 emissions are calculated and consolidated on a market-based basis as soon as the emission factor data is available.
(4) The emission items included in the controlled portfolio companies’ Scope 3 emissions are listed in 4.2 ESG performance of controlled portfolio
companies. Downstream and/or upstream emissions are included depending on their materiality by business sector.

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Wendel Group

Emissions generated by Wendel and its portfolio companies in 2022:
consolidation using the GHG Protocol’s financial control approach
Under the financial control approach to consolidation, the Company accounts for 100% of the emissions of controlled assets (Bureau
Veritas, Constantia Flexibles, Stahl, CPI, ACAMS and Wendel SE) and includes the emissions (Scopes 1, 2 and 3) of non-controlled assets in
Scope 3, in proportion to its share in the holding. Emissions related to Wendel Growth investments are not included as they are not deemedmaterial.
In tCO2eq

Total emissions – financial
control approach 2022(1)Total emissions – financial
control approach 2021(2)2022/2021
changeScope 1

203,699

205,070-0.7%

Scope 2(3)167,224

177,184-5.6%

Scope 3(4)3,290,557

3,376,266

-2.5%

TOTAL

3,661,480

3,758,520-2.6%(1) IHS Towers’ Scope 1, 2 and 3 emissions and Constantia Flexibles' Scope 3 emissions 2022 will be available after the publication of the URD. We
have used the 2021 data. IHS Towers’ Scope 3 emissions are not available.
(2) Stahl’s and Bureau Veritas’ 2021 Scope 3 emissions were reassessed in 2022 (see sections 4.2.1 and 4.2.3). Tarkett’s Scope 3 emissions werereassessed in 2022. The reassessed 2022 Scope 3 emissions are used in the 2021 consolidated emissions.
Constantia Flexibles’ 2020 Scope 3 emissions have been used for comparability purposes.
(3) Scope 2 emissions are calculated and consolidated on a market-based basis as soon as the emission factor data is available.
(4) The emission items included in the controlled portfolio companies’ Scope 3 emissions are listed in 4.2 ESG performance of controlled portfolio
companies. Downstream and/or upstream emissions are included depending on their materiality by business sector.

Overall portfolio emissions were down 2% in absolute terms compared to 2021. Their decline is attributable mainly to a reduction in thevolume of Stahl’s Scope 3 emissions, while the Scope 3 emissions of the other portfolio companies and Wendel SE were stable or up
slightly. The biggest decline was in Scope 2, where all of the Group’s portfolio companies recorded significant reductions. The change inthe share of renewable energy in the scope of controlled companies presented above partly explains these declines, as the share of
renewable energy in total energy consumption increased from 20% in 2021 to 24% in 2022.
Share of renewable energy consumed

2022/2021
change2022

2021

Total energy consumed (MWh)981,043974,271

1%

Renewable energy consumed (MWh)237,786

191,829

24%

24%

20%

5%

Share of renewable energy (%)

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Wendel Group

4 ACAMS: a specialist in training to combat financial crime,

Emissions reduction targets covering more than
99% of the portfolio companies’ emissions (according
to the financial control approach to consolidation)

ACAMS joined the Group in 2022 and has already completed its
first carbon assessment with Wendel’s support. Its objectives will
be defined at a later date.

Within the scope of controlled companies, 80% of the holdings
have set greenhouse gas emission reduction targets. The
companies having defined such objectives represent 99% of theemissions within the consolidated scope:

The detailed action plans associated with these objectives for eachof the holdings are available in section 4.2 – ESG performance ofcontrolled portfolio companies.

 Bureau Veritas: -42% on Scopes 1 and 2 and -25% on Scope 3

In the non-controlled companies scope, Tarkett has committed toreducing its Scope 1 and 2 emissions by 50% and its Scope 3
emissions by 27.5% by 2030 (baseline year 2019). The Company
aims to reduce its overall emissions by 30% by 2030. IHS Towers iscommitted to reducing the kWh intensity of its emissions by 50% on
Scopes 1 and 2 by 2030 (baseline year 2021).

by 2030 – baseline year 2021;

 Constantia Flexibles: -24% on Scopes 1, 2 and 3 by 2030 and-49% on Scopes 1, 2 and 3 by 2050 – baseline year 2015;

 Stahl: -42% on Scopes 1 and 2 by 2030 and -25% on Scope 3 by2030 – baseline year 2021;

 CPI: -10% on Scopes 1, 2 and 3 by the end of 2024 – baseline
year 2022;
Four companies have submitted or received approval of their reduction pathways by the Science-Based Targets initiative (SBTi):
SBTi approved companies SBTi - committed companies

Constantia Flexibles(below 2°C)

Bureau Veritas(approval expected in 2023)

Tarkett(1.5°C)

Stahl(approval expected in 2023)

Portfolio emissions and 2030 reduction targets in absolute terms compared to baseline years(1)Kt CO2

2,000

2015

Target-24%

1,800-17% 2030

1,600

2022

1,400

2030

-9%

vs
2015

1,200
1,000

2021

800

2022
2021

600

Target 2022

-35% -29%

2030
vs
2021

2030

400

Target-23% -25%
-3%

2030

2019
2022
2030

2022

200
0

2030
vs
2021

Cﬂex

BureauVeritasStahl

3.1 Kt CO2

0.4 Kt CO2

3.5 Kt CO2

CPI (2)

ACAMS

Wendel SE

Consolidated scope (controlled companies and Wendel SE)

Reduction already achieved compared to the baseline year
Remaining reduction compared to 2022 to reach the 2030 target

IHS (3)-17% Target-30%-16% 2030
vs2019

Tarkett (4)Non-controlled companies(emissions weighted byshareholding ratio)

Reduction target expressed in relative terms, not shown in the chart (see (2))
2030 emissions target(1) Scope 1, 2 and 3 emissions of the portfolio calculated according to the financial control approach of the GHG Protocol.
(2) CPI has defined an absolute yearly reduction target of 10% by the end of 2024.
(3) IHS Towers’ emissions are weighted based on the holding ratio. IHS emissions include Scopes 1 and 2 for 2021, as 2022 data was not yet available at the time of publication.
The IHS Towers reduction pathway is not shown in the chart because it is expressed in relative terms (-50% on Scope 1 and 2 kWh intensity compared to 2021).
(4) Tarkett’s emissions are weighted based on the holding ratio at December 31, 2022.

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Wendel GroupThe portfolio’s total absolute emissions reduction targets for 2030
represent 1,491.3 ktCO2 eq, or the equivalent of 41% of theportfolio’s current total emissions.

The TCFD framework assesses climate risk through four themes:
governance, strategy, risk management and measurement andtargets.

As illustrated in the above chart, the companies that have set
absolute reduction targets have made significant progress:

The conclusions of the analysis conducted enabled Wendel toestablish:

 Constantia Flexibles has reduced its emissions by 17%(i) its alignment with the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD);

compared to its 2015 baseline year (see section 4.2.2).
 Stahl has reduced its emissions by 23% compared to 2021.

This reduction is attributable to efforts on Scopes 1, 2 and 3
and a decline in purchasing volumes compared to 2021. It is
likely that absolute Scope 3 emissions will increase in 2023,
notably due to the impact of Stahl’s acquisition of ISG, a unit of
the ICP group. (see section 4.2.3).
 Tarkett has already reduced its emissions by 17% on Scopes

1, 2 and 3 (see Tarkett’s Universal Registration Document).

TCFD reporting
In order to conduct this assessment, Wendel relied on the TCFD
(Task Force on Climate-related Financial Disclosure) framework,
which has developed recommendations for communicatingclimate-relevant information. The objectives of this framework areto: promote more informed investment, credit and insurance
decisions;

 enable stakeholders to better understand the exposure of assets
to climate-related risks;

 enablecompanies to integrate climate-related risks andopportunities into their risk management and strategic planning
processes.

196  - 2022 Universal Registration Document(ii) a table of transition risks and physical risks to which Wendel
and its controlled portfolio companies are exposed;(iii) a short- and medium-term action plan to improve the climate
resilience of controlled portfolio companies. Action plans wereapproved in 2022 by the governance bodies of companies forwhich significant risks have been identified.
The successful implementation of this climate plan is a condition forthe 2021-24 stock option plan for the Executive Board and for all
employee beneficiaries of Wendel SE.

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Wendel Group4

Wendel’s alignment with the TCFD recommendations
TCFD pillar

TCFD recommendations

Wendel positioning

Climate governance

Description of the roles ofManagement and the Boardof Directors in assessing andmanaging climate-related risks
and opportunities.

The responsibility for managing the effects of climate change is borne at alllevels of the Company.
The variable compensation of the Executive Board is determined by a criterion
related to the management of climate change, as is the stock option plan for
employee beneficiaries of the Company (see paragraph “Options granted in2022” in section 2.2.2.2).
The Supervisory Board receives dedicated presentations on ESG progress
observed within the controlled portfolio, including efforts to reduce emissions.
In 2022, all CEOs of controlled portfolio companies saw a portion of theirvariable compensation tied to the achievement of climate-related objectives(except for ACAMS, which joined Wendel’s consolidated scope in 2022). The
achievement of this objective is recorded by the Board of Directors of thecontrolled company. In 2022, for example, the climate resilience plans of theportfolio’s controlled companies were approved by the boards of directors ofeach of the portfolio companies.
Wendel’s ESG team regularly monitors the process of measuring and reducing
the emissions of Wendel SE and its controlled companies.

Corporate strategy

Identification of climate-relatedrisks and opportunities
identified over the short,medium and long term, andtheir impacts on the Company’sbusinesses, strategy andfinancial planning. Alignmentof the Company’s strategy witha low-carbon pathway.

Wendel’s approach as a long-term investor, strongly oriented towards value
creation through ESG leverage, demonstrates that sustainability issues are at theheart of its strategy. Climate change management is positioned as one of thefour ESG priorities established by the Company. Wendel’s ESG team and theoperating partners ensure that climate issues are integrated into the strategy ofthe portfolio companies. The climate strategy of controlled companies isreflected in the ESG objectives of the CEOs of controlled companies.
As such, the portfolio companies (except ACAMS, which joined Wendel’s
consolidated scope in 2022) have all defined low-carbon products and services: Bureau Veritas’ Green Line segment on energy efficiency and low-carbon
transition;
 Constantia Flexibles’ recyclable packaging offering; Stahl’s development of water-based products (with a better carbon footprint
than solvent-based products);
 digitalization of CPI’s training courses.

Risk management

Description of the processes
for identifying and managing
climate-related risks, andintegrating them into
theCompany’s overall risk
management process.

The risk factors to which Wendel is exposed, as presented in chapter 3, mention
ESG and climate risks, demonstrating that these are integrated and prioritized in
the Company’s overall risk management.
Physical and transition risk analyses have been presented to the governancebodies of each of the portfolio companies.
Wendel, as an investor, also develops methodologies to fine-tune theconsideration of the financial impacts on companies’ valuations.

Metrics and targets

Having indicators to assess theCompany’s performance withrespect to its climate-related
commitments, in particular
information on the Company’s
carbon footprint across all
scopes, and setting reduction
targets.

100% of the controlled portfolio companies offer a complete and public
measurement of their carbon footprint, according to the GHG Protocol
standards, and all of these companies, with the exception of ACAMS (which
joined the Group in 2022), have a reduction target covering all their Scope 1, 2
and 3 emissions.
Today, three of the five controlled portfolio companies (Constantia Flexibles,
Bureau Veritas, and Stahl), representing 99.7% of emissions within the scope ofcontrolled companies, have defined reduction targets and have publicly
committed to having them approved by the Science-Based Targets initiative. At
the consolidated level, based on public commitments that had already been
made by the controlled companies as of the date of publication of the URD, thereduction targets expressed in absolute terms represent 1,295.8 ktCO2 eq, i.e.,
the equivalent of 35% of the portfolio’s current total emissions.
In 2023, Wendel aims to define a pathway for reducing its GHG emissions,approved by the SBTi. This initiative will be accompanied by a methodologicalreview to take into account the specificities of Wendel’s investment activity.

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Wendel Group

Exposure to physical hazards and transition risks (controlled scope)
The climate risk analysis is based on the classification table of climate risks and opportunities as defined by the TCFD for transition risks. For
physical hazards, the modeling is based on RCP 8.5 weather scenario data for 2030 and 2050.
Transition risks and opportunities
Transition
risk/
opportunity

Risk/opportunity
category
as presented in the
TCFD classification

Transition
risk

Carbon priceincrease

Estimates from the International Energy****
Agency anticipate a 250% increase in theprice per metric ton of carbon by 2050,
assuming a low-carbon transition(1).
With the exception of Constantia Flexibles,
no other company in the portfolio has
facilities subject to the emissions trading
scheme. This increase will mainly haveindirect effects in the value chain of theportfolio companies (transportation,energy, commodities, etc.).

Measuring and anticipating the potential
cost generated by a carbon emissions tax.
For the portfolio companies and for future
investment opportunities studied, a carbon
cost is estimated.
Vigilance with regard to the applicability ofemissions trading systems (size of facilities,
choice of geographical location, etc.).

Transition
risk

Stricter regulations
on emissions
generated

Recent examples related to the EU
taxonomy and the future European Fit for
55 package demonstrate the strongly
evolving nature of the regulations related
to low-carbon alignment and emissions
reduction.
These new regulations generate direct
costs (internal and external resources
mobilized to verify compliance) as well as
indirect costs over the long term
(operational transformations necessary forcompliance).

**

As a listed company, Wendel monitors
changes in European and international
regulations on climate impact reduction. It
also encourages the controlled companies
to respect the best standards in terms of
reducing their emissions (e.g., reduction
pathway currently awaiting approval fromthe SBTi for BureauVeritas and Stahl,
and already established for Constantia
Flexibles).
The companies in the portfolio also carryout more specific monitoring of certain
subjects to which they may be exposed(e.g., the carbon credit market,
environmental labeling, circular economy,etc.).

Transition
risk andopportunity

Change incommodities costs

The energy transition requires a rapid***
increase in renewable energy production
capacity.
The supply of certain metals, such asaluminum, which is essential to the
manufacture of wind turbines, will beaffected. This metal represents a significant
proportion of the raw materials used byConstantia Flexibles.
Nevertheless, this transition to renewableenergy will automatically reduce thecurrent costs of renewable energy. Wendel
and its portfolio companies are allcommitted to significantly increasing theshare of renewable energies in their total
consumption. Renewables currently
account for 24% of the Group’s total
consumption.

Securing multiple and diversified supply
chains.
Reflection within the internal productionlines in order to optimize the quantities of
product used.
Participation in the improvement ofrecycling capacities in order to promote
the reuse of certain commodities.

Description(1) World Energy Outlook study by the International Energy Agency, 2020.

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Exposurelevel

Measures in placeor recommended

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Wendel Group

4

Transition risks and opportunities
Transition
risk/
opportunity

Risk/opportunity
category
as presented in the
TCFD classification

Description

Exposurelevel

Measures in placeor recommended

Transition
opportunity

Substitution of
The transition to a low-carbon economy***
existing products and requires the transformation orservices in favor of
discontinuation of certain products andlow-carbon solutions. services, the manufacture and consumptionof which will become difficult to reconcile
with the emission levels to be respected.

Wendel encourages its portfolio
companies to monitor emerging trends
and the risks of substitution in theirrespective products. The share of sales
linked to products or services withenvironmental added value illustrates
Wendel’s determination to seize transition
opportunities and bring portfolio
companies on board.
As such, the portfolio companies (except
ACAMS, which joined Wendel’s
consolidated scope in 2022) have all
defined low-carbon products and services:- Bureau Veritas’ Green Line segment onenergy efficiency and low-carbon
transition;- Constantia Flexibles’ recyclable
packaging offering;-Stahl’s development of water-based
products (with a better carbon footprint
than solvent-based products);- digitalization of CPI’s training courses.
Wendel and its controlled portfolio
companies are working to increase theshare of these products and services.

Transition
opportunity

Changes in consumer The transition to a low-carbon society is**
expectationstransforming the needs and consumption
habits of society as a whole. While someproducts may be abandoned, new needs
may emerge. The main examples within the
Wendel portfolio are:
 the gradual shift to recyclable flexible
packaging solutions deployed byConstantia Flexibles, in order to limit life
cycle emissions from single-use plastics;
 the management and support of trauma
related to natural disasters or severe
weather events;
 the development of needs related tocorporate social responsibility,
eco-efficiency, emissions reduction
and climate change adaptation,
as expressed by Bureau Veritas Groupcustomers.

Constantia Flexibles is committed toproviding recyclable solutions wherever
possible and continues to improve its
technical and operational capabilities
to accelerate the adoption of such
solutions by its customers.
CPI is involved in the management ofpeople who have survived severe climate
events, as clients receiving its training
include emergency care workers andhospitals.
Bureau Veritas’ Green Line offering
addresses all emerging needs related to
the low-carbon transition (renewableenergies, new forms of mobility,
low-carbon buildings, etc.).
Lastly, Stahl is actively involved in the Zero
Discharge of Hazardous Chemicals (ZDHC)
program, which is designed to promote thesustainable management of chemicals in
the fashion industry. It is also a founding
member of the Renewable Carbon
Initiative.

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Wendel Group

Physical hazards and opportunities – moderate or severe risks

At the Wendel Group level, nine of the Stahl and Constantia Flexibles sites have been identified as sites that are vulnerable to potentiallymoderate or severe physical hazards by 2050.
Stahl’s and Constantia Flexibles’ climate resilience plans set out short-, medium- and long-term measures to address potential
vulnerabilities. Their plans were approved by the companies’ boards of directors in 2022.
Bureau Veritas’ climate plan does not present the number of sites subject to moderate or severe physical risks but nevertheless establishes
that these physical risks could have a total financial impact of up to €500 million by 2050(1).
No sites at risk of moderate or severe hazards have been identified for Wendel SE and CPI.
The identification of sites at risk of hazards is based exclusively on the RCP 8.5 scenario projections for 2050. This process does nottherefore include the existence of protection measures put in place by the Company or by third parties (such as the local authority where
the Company is located). This assessment of actual and effective risks at the most vulnerable sites was prepared in 2022 as part of theclimate resilience plans of the relevant portfolio companies.
(1) For more information, see “Climate change adaptation” in the Bureau Veritas 2022 Universal Registration Document.

Wendel’s 2023 Climate Plan targets
Wendel has identified the following short and medium term actions
to be implemented in 2023:

 Wendel will focus on supporting its portfolio companies with definition of GHG emissions reduction pathway at the level of climate change adaptation plan: following the validation of

the Wendel Group in accordance with best standard such as the
SBTi. This initiative will be accompanied by a methodologicalreview in order to take into account the specifics of Wendel'sinvestment activity.

climate resilience plans by their respective Boards of
Directors, Wendel will support Stahl, Bureau Veritas andConstantia Flexibles with the implementation of their actionplans;

their climate action plans:rollout of greenhouse gas emission reduction targets for
portfolio companies: Wendel will support the operationalrollout of the defined reduction pathways.

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ESG performance of controlled portfolio companies4 #8-:.7:5)6+-7.+76<:744-,87:<.7417
+758)61-;
This section presents the application of Wendel’s ESG strategy, as described above, to controlled companies in the portfolio:

 4.2.1 Bureau Veritas (p. 202)
 4.2.2 Constantia Flexibles (p. 214) 4.2.3 Stahl (p. 226)
 4.2.4 Crisis Prevention Institute (p. 238)
 4.2.5 ACAMS (p. 243)
Each of the sub-sections below is structured as follows:i)

Brief overview of the business and key figuresii) ESG Roadmap – including the four pillars of Wendel’s ESG
strategy and the material issues specific to each investmentiv) Climate change adaptation and mitigation planv) Key ESG achievements in 2022
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ESG performance of controlled investments — Bureau Veritas =:-)=&-:1<);
4.2.1.1 Business overview and key figures
GENERAL INFORMATION

Activity

Global leader in Testing, Inspection and Certification (TIC) services

Revenue€5,651 million

Revenue by region

Europe: 33.8%
Middle-East, Africa: 8.9%
Asia-Pacific: 29.8%
Americas: 27.5%

HEADCOUNT

Number of employees

82,589Headcount by region

Europe: 21%
Middle East, Africa: 10%
Asia: 39%
America (USA/Mexico): 30%

SUPPLY CHAIN

Number of operational sites and offices

1,832 sites

Services

Regulatory or voluntary compliance assessment
Technical and regulatory assistance
Services and solutions to support the implementation of sustainable strategies

End markets

Buildings & Infrastructure
Agri-Food & Commodities
Industry
Consumer Products Services
Marine & Offshore
Certification

OTHER INFORMATIONESG Ratings

S&P Global: 85 (2/33)
MSCI: AA (8/21)
Sustainalytics: 10.1 (1/69)
Moody’s: 70 (1/99)

In Wendel’s portfolio since1995

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4.2.1.2 ESG Roadmap
This section summarizes the main terms of the Bureau Veritas
Non-Financial Statement (NFS). The full version of the NFS is
published in the Bureau Veritas Universal Registration Document.

Total Accident Rate (TAR)
Proportion of women in leadership positions (senior/executive
management roles from the Executive Committee to Band II)
Number of training hours per employee (per year)
CO2 emissions per employee (tons per year)

4

Bureau Veritas publishes the achievement rate of the five CSR
targets for 2025 on a quarterly basis. The annualized performanceof these five indicators is presented in the table below:

2022

2021

2020

2019

2025
target

0.26

0.27

0.26

0.38

0.26

29.1%

26.5%

27.5%

24.4%

35%

32.5

29.9

23.9

19.0

35.0

2022 vs. 2025
pathway

2.32

2.49

2.44

2.85

2.00

97.1%

95.8%

98.5%

97.1%

99%

Share of Green Line sales

55%

52%

-

-

-

4.2.1.3 Main material issue related
to the business model: the Green Linesustainable service offering for
Bureau Veritas clientssustainability-oriented assets (e.g., construction inspections ofwind turbines or electric vehicle charging systems).

Proportion of employees trained to the Code of Ethics

The BV Green Line comprises CSR services and solutions,
including both services specifically addressing sustainability (e.g.,energy performance diagnostics and certification of energy
management systems), and traditional services geared towards

The BV Green Line covers the three CSR pillars: Environment, Socialand Governance. As such, its scope extends beyond that of theEuropean Green Taxonomy, which again this year covers only those
activities that contribute to climate change mitigation andadaptation.

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The BV Green Line has five main focuses:

E-MOBILITY,
ALTERNATIVEPROPULSIONRENEWABLES &ALTERNATIVE ENERGIESENERGY TRANSITION
Onshore and offshore Wind
Farms, Solar Power Plantsfrom Project to AssetManagement, Biofuel andHydrogen certifications
INDUSTRY CARBON
FOOTPRINTSUSTAINABLE
SUPPLY CHAINS,FOOD CERTIFICATIONCONSTRUCTION& REFURBISHMENT

Product component testing,organic certification, supply
chain resilience audit,
circular economy
verifications and ESG
supply chain audits

Green building certification,
project management for
infrastructure improvement
in developing countries andinfrastructure lifecycle asset
management in mature
countries

Carbon footprint monitoring,energy saving verification,industrial environmental
control and testing andemissions control

Batteries, charging
station, connectivity
testing, LNG ship
inspection (new build,conversion)

SOCIAL PRACTICESSocial audits, health,safety, hygiene andinclusion protocols
CSR STRATEGY

Policy monitoring,
Management systems
improvement, Reporting
verification
ETHICS & BUSINESSPRACTICES

Human rights
assessment, supplierassessment, anti-bribery
certification, Data Privacy
and Cybersecurity
certificationsSUSTAINABLE USE OF
NATURAL RESOURCES

Agribusiness harvest
monitoring and Precision
Farming, Responsible
Fishing, Forest Certificationand Maritime Pollution
Prevention

Action plan to develop the Green Line present the CSR offering to the group’s main clients;

Bureau Veritas has launched a major program to develop its CSR
offering through the following initiatives:

 set up a reporting system for determining and monitoring the develop

In 2022, Green Line sales accounted for 54.7% of Bureau Veritas’
total sales. This represents an increase in sales of more than 40% on
2021, mainly driven by the “Consumption & Traceability” service
line.

service offerings that meet market
environmental, energy and social transitions;

needs

for

 provide training about the group’s CSR services to client-facing
employees;

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proportion of revenue generated by these services.

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4.2.1.4 Climate change adaptationand mitigation
This section outlines the main points of Bureau Veritas’ climate
strategy, the entire climate plan is available in the Bureau Veritas
Universal Registration Document.

4

Climate change mitigation policies and outcomes
The table below shows Bureau Veritas’ emissions. The scope ofcoverage includes 255 operating facilities and 96% of headcount in
2021 and 2022:

Scope

2022

2021

Year-on-year change (%)

Scope 1 (tCO2 eq.)

71,561

71,732+0.2%

Scope 2 (tCO2 eq.)

79,856

87,133-8.4%

Scope 3 (tCO2 eq.)577,847

509,217+13.5%

33.37

38.07

-12.3%TOTAL (TCO2 EQ./€M OF REVENUE)(1)(1) Scope 1, 2 and 3 business travel only

The main emissions items taken into account are described in the table below:
Scope 1 (direct)

Scope 2 (indirect)

Scope 3 (indirect)

Direct emissions:sum of direct emissions resulting fromburning fossil fuels such as oil and gas
or from resources owned or controlled
by the Group (including fleet vehicles)

Indirect emissions:sum of indirect emissions arising fromthe purchase or production of electricity

Purchased goods and services (66%)
Capital goods (11%)
Business travel (11%)
Employee commuting (7%)
Fuel and energy-related activities (4%)
Waste generated in operations (1%)

Methodology

StrategyWork on developing the climate plan involves all group divisions
and businesses. This ensures that they understand the impact ofclimate change on their respective operations.
Transition and physical risks are assessed with the market leaders,
and, if necessary, with the regional managers.

Bureau Veritas follows the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD). The climate plan
covers all of Bureau Veritas’ operations, and those of its subsidiaries
and facilities in different countries.

Product and service opportunities are assessed with market
leaders, with support from the Strategy department.
Resource and energy opportunities are assessed with theparticipation of the Environment department.

Governance
Bureau Veritas has set up a Climate and Sustainability Task Force to
put together and monitor implementation of a climate plan. Thistask force includes the heads of the Environment, Strategy, Risk
Management and Sustainable Development departments. It meets
whenever necessary, and at least once per year, to examine
progress on action plans.
It reports to the Chief Executive Officer of Bureau Veritas andsubmits annual progress reports under the management review. It
keeps the Executive Committee informed on its work and liaises
with it on the definition and implementation of action plans. It
presents its work to the Board of Directors at least once a year.

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Environmental materiality

2) Reduction of energy consumption in laboratories

In 2022, the top energy users embarked on special reduction
programs that included actions such as energy audits and energy
self-assessments, the replacement of lighting systems, theoptimization of heating, ventilation and air conditioning (HVAC)
systems, relocation to more efficient facilities, purchase of energy
from green sources, etc.

3) Purchase of renewable energy3) Purchase of renewable energy4) Reduction of business travel

Subscribing to renewable energy sources through therenegotiation of contract supplies or the establishment of Power
Purchase Agreements (PPAs) is paramount in our strategy andcrucial to achieving the decarbonization of Bureau Veritas.

Seven pathways for CO2 emissions reduction
1) Employee mobilization5) Electrification of the vehicle fleet6) Selection of green buildings and IT equipment
7) Supplier mobilization
For each of the pathways, we have defined an action plan and an
indicator with a 2030 target.

In addition, several laboratories and office buildings havere-negotiated their electricity contracts to purchase renewableenergy or to co-generate electricity by installing solar panels on theroofs of our facilities. We are at the beginning of this journey but
expect in the short term to expand these practices across our
locations.
4) Reduction of business travel

The performance and maturity of Bureau Veritas’ CSR management
system is reported on Clarity, our solution to drive the group’s ESG
performance, from country to global level.
1) Employee mobilization
During the Earth Day celebrations on April 22, the company
organized a communication campaign targeting all employees inour 160 countries and territories with the goal of raising awarenessabout climate change and the impact of human activity on ourplanet. The ultimate goal of this initiative was to influence thebehavior of our employees. We can make a difference in every
gesture we take and in every product we buy. At the end of theevent, the participants embarked on a challenge to calculate theirindividual footprint and make real life efforts to emit less CO2.
2) Reduction of energy consumption in laboratories
One of the key indicators that impacts CO2 emissions is energy
consumption. In 2022, energy use represented 49% of the group’s
total emissions. This represents a 2% drop versus last year. Energy
consumption is driven mostly by laboratories that have deployed alist of critical actions to reduce consumption and access renewableenergy through green tariffs, the installation of solar panels or theestablishment of PPAs.

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The other key indicator is the CO2 emissions generated bywork-related travel. In 2022, it accounted for 47% of the group´stotal emissions, which represents an increase of 5% versus theprevious year.
As governments lifted travel bans, the company continued tomaintain air travel for essential purposes only, for environmental
reasons. In October 2021, we updated our eco-policy in order toformalize the requirements outlined above. The crisis has provedthat there are many activities that can be performed remotely, andour workforce was able to adjust to a new normal. This year, we
successfully organized several events, that typically would be
in-person, using digital technologies. With that, we were able tosave CO2 emissions and set an example for the various levels of theorganization on how to be frugal and energy efficient.
5) Electrification of the vehicle fleet
In the past few years, we have been making enhancements to ourmotor vehicle policy, requiring operations worldwide to embark on
the deployment of more efficient vehicles and energy saving
measures. Below are some of the more relevant requirements:

 starting in January 2022 all newly acquired or leased vehicles for
executive levels (bands I-III) will have to emit less than 60 g ofCO2 per kilometer;

 all other new passenger vehicles must comply with an emissions
limit of <130 g of CO2 per kilometer;

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 existing passenger vehicles that are non-compliant with thisexpectation may be retained until December 2022 for owned
vehicles or until the end of the contract for leased vehicles; all group entities must include low-emissions (hybrids andhybrid plug-ins) or zero-emissions vehicles on the list of
authorized vehicles proposed to employees;

4Tons of CO2 equivalent per million euros
of revenue – Scopes 1, 2, 3 (business travel only)
44.43
43.50

 in addition, for safety and environmental reasons, all group
vehicles will be fitted with a telematics monitoring system by
January 2022. The system will enforce compliance with traffic
regulations and will promote environmentally responsible
habits. Pilots deployed in Europe point to fuel savings ofapproximately 15%.

39.76
38.07

33.37

6) Selection of green buildings and IT equipment
This represents another potential area in which Bureau Veritas can
reduce its environmental impact. The Group’s priorities are to moveto offices with high energy performance ratings and to use more
eco-friendly equipment and to encourage widespread use of thecloud to store data.
Bureau Veritas encourages its entities to use green energy in orderto reduce CO2 emissions, and to opt for low-energy buildings.
Choosing energy-efficient buildings is recommended wheneverleases are up for renewal. At the end of 2022, 43 Bureau Veritas
buildings obtained LEED, HQE, Greenstart or Effinergie +certifications/labels, across the globe.

2018

2019

2020

2021

2022

In the past few years, CO2 emissions per revenue have improved
significantly. In 2022, the carbon intensity per million euros ofrevenue decreased by 12% compared to 2021.

Tons of CO2 equivalent per employee(Scope 3 business travel only, with offsets)
2.83

2.85
2.44

2.49
2.32

In France, for example, using virtual servers has reduced thenumber of physical servers by 1,300, helping to save several
hundreds of tons of CO2. Similar projects have also been
undertaken in other geographies.

2.00

For the past few years, the group IT department has focused on
three major areas to reduce its environmental impact: reducing energy used by data centers; reducing energy used by computer equipment; creation of innovative solutions to reduce work-related travel.
7) Supplier mobilization
Bureau Veritas engages with all suppliers to encourage them toreduce their CO2 emissions.
Thetargetsandoutcomes
relating
toimplemented
decarbonization actions are presented in the graphs below:

2018

2019

2020

2021*

2022*

2025 target* Market-based

Bureau Veritas has set a target of 2.0 tons of CO2 per employee in
2025, which is 32% less than in 2018. Thanks to the significant
increase in renewable energy consumption, Bureau Veritas closed
2022 with 2.32 tons per employee, placing the group on the righttrack to achieve its 2025 target. In 2022, Bureau Veritas also
defined new reduction targets for 2030:

 Scopes 1 and 2, -42% by 2030 (versus 2021)
 Scope 3, -25% by 2030 (versus 2021)
These targets and the related methodology were submitted to the
SBTi for approval.

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Adaptation – Climate risks and opportunities assessment
Identifying the impacts of climate change on Bureau Veritas' assets
and operations is essential to prepare for our adaptation to thesechanges. Bureau Veritas uses the TCFD methodology (Task Forceon Climate-related Financial Disclosures).

Risk and opportunities linked to climate change are assessed by
Bureau Veritas’ Climate and Sustainability Task Force with thesupport of the Global Service Lines. The assessment covers theshort, medium and long term.

The table below shows the risks and opportunities map:RISKS

OPPORTUNITIESTransition Risks
Policy &Legal

Technology

MarketPhysical Risks
Reputation•

Corporate
Marine & Offshore

Acute

Chronic

Resource
HI¿FLHQF\

Energysource•Agri-Food & Commodities••

Industry
Buildings & Infrastructure&HUWL¿FDWLRQConsumer Products•

Very High> €1,000 million•

High€500-1,000 million•

Medium€101-500 million

208  - 2022 Universal Registration Document•Low< €100 million•

Products
and services Markets

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4

Transition and physical risks

PHYSICAL RISKSPOLICY & LEGAL RISKSINCREASED CO2 AND ENERGY PRICESINCREASED SEVERITY OF EXTREME
WEATHER CONDITIONS IMPACTING
BUSINESS CONTINUITY

ENHANCED EMISSION REPORTINGOBLIGATIONSMARKET RISKSRISING TEMPERATURES AND
FLOODS REDUCING CLIENT
PRODUCTIVITYEXPOSURE TO LITIGATION IN CASE
OF CLIENT ENVIRONMENTAL DISASTERCHANGE IN CLIENT
NEEDS LOOKING FOR
MORE ESG EXPERTISE
SLOW-DOWN OF BROWNSECTOR ACTIVITIESREPUTATIONAL RISKSTECHNOLOGY RISKSSTIGMATIZATION ON ACTIVITIESWITH NON-GREEN SECTORSSUBSTITUTION OF SERVICES WITH
LOWER EMISSION

INCREASED STAKEHOLDERCONCERNS TO BE ESG EXEMPLARINVESTMENT TO LOWER EMISSIONTECHNOLOGY (LABORATORY EQUIPMENT)

Very High

High

MediumLow

Opportunities

MARKETSERVICESGROWING NEEDS FOR CO2 EMISSION
REDUCTION SERVICESSHIFT IN CONSUMERPREFERENCE FOR RESPONSIBLE
LABELLED PRODUCTSRESOURCEEFFICIENCYEXPANDING GREEN ENERGYPRODUCTION AND STORAGE
MARKETSHIGHER DEMAND FOR THIRD PARTYSERVICES (ASSURANCE, CERTIFICATION,DATA)MORE EFFICIENT MODES
OF TRANSPORT
MORE EFFICIENT
PRODUCTION PROCESSESMOVE TO MORE EFFICIENTBUILDINGS

ENERGY SOURCERESILIENCEUSE OF RENEWABLE ENERGYUSE OF INCENTIVE POLICIESDESIGNING NEW PRODUCTIONPROCESSESUSE OF NEW TECHNOLOGIESDEVELOPING NEW PRODUCTS

Very High

High

MediumLow - 2022 Universal Registration Document

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Financial materiality
The financial impact on Bureau Veritas has been estimated for
2025, 2030 and 2050.

The STEPS scenario is based on present-day policies and recent
energy and climate commitments. It provides a basis forcomparisons to gauge the impacts of recent political developments
on energy and the climate.
Financial impact projections are included in the group’s strategy
under the responsibility of the Strategy department, after approval
by Executive Management and submission to the Board of
Directors.

Estimates of the financial impact of climate-change risks andopportunities on Bureau Veritas were made by applying theInternational Energy Agency’s (IEA) Sustainable Development
Scenario (SDS) and Stated Policy Scenario (STEPS).

The table below presents the main projections which show that therisks related to climate change are low and the opportunities aresubstantial. These findings were taken into account when drawing
up the Bureau Veritas strategic plan.

The SDS scenario aims to ensure universal access to affordable,
reliable and modern energy, to reduce air pollution and mitigate
climate change. It meets the objectives of the Paris agreement on
climate change, and significantly reduces air pollution.

Scenario2030

In € millions

IEA STEPS 2050

IEA SDS 2050

Financial impact
Risks
Transition risks: political and legal
Transition risks: technologicalTransition risks: market
Transition risks: reputational
Physical risks: serious and chronic
Opportunities
Opportunities: more efficient use of resources
Opportunities: energy sources
Opportunities: markets and services
Certification
Consumer Products Services
Marine & Offshore
Buildings & Infrastructure
EnergyVery high > €1,000 million

High €500-1,000 million

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Medium €101-500 million

Low < €100 million

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4

Risk management
Climate-related risks are analyzed and tracked by the Climate andSustainability Task Force. They are reviewed by the External CSR
Focus Committee, which includes a climatology expert from
Paris-Saclay University.
Action plans are drawn up
climate-related risk identified.

andimplemented

for

each

212

223

Flood

Earthquake

Globalexposureby natural
hazard35
Tropicalstorm

Climate-related risks are included in the group risk map. They aremonitored by the Risk department, with support from the Climate
and Sustainability Task Force. They are included in the Bureau
Veritas environmental management system (ISO 14001) andreviewed annually at management reviews for reduction, transfer orcontrol.

55
Cyclones

443
TornadoAcute events such as earthquakes, cyclones, tornados, tropicalstorms, flash floods or mega fires may impact Bureau Veritas assets
and business continuity.
Bureau Veritas used an assessment conducted by Munich-Re basedon historical data on past accident rates and their evolution. The
assessment analyzed the level of risk of each Bureau Veritas
premises according to their geographical location for each type ofclimate physical risk. Among the 1,597 Bureau Veritas locations
identified: 784 locations present a high to extreme risk towards at least one
natural hazard;

17%

23%

South America

North
America

 106 locations are exposed to two or more natural hazard events.

10%

These premises are mainly located in China, South Korea,
Argentina, the UK and the USA and represent more than
€51 million in value insured.
Prevention plans and business continuity plans (BCC) aredeveloped at operational level and progressively integrated in theprevention processes. IT and datacenters have specific business
continuity plans.

Africa& Middle

Globalexposureby region
17%
Europe33%
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Metrics and targets

4.2.1.5 Key achievements in 2022

The key indicators in the climate plan are:

 carbon price per ton;

In 2022, six major initiatives were launched to step up the group’s
sustainable development program: sales on markets exposed to climate risk (carbon and oil); Closer checks on strategic indicators;

 sales of services contributing to climate change mitigation or Update to the Duty of Care Plan;

adaptation;

 group carbon emissions in Scopes 1, 2 and 3.
Carbon emissions figures are published each year in absolute value
and by intensity.
The climate plan sets the following targets for carbon emissions: Short-term (2025):
 reduce annual emissions per employee to 2 tons, reduce net CO2 Scope 1 and 2 emissions by 30% compared to2019 (market-based method), increase sales of services involved in combating climatechange; Long-term (2030-2050):
 zero net emissions.

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 Laboratory energy performance audits; Publication of a climate transition plan; Publication of a new policy on the preservation of biodiversity;
 Update to Taxonomy reporting to cover aligned activities.

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ESG performance of controlled investments — Bureau Veritas

4

Results for the 19 strategic indicators
The main achievements of Bureau Veritas for 2022 are illustrated below on the basis of the 19 strategic key performance indicators:
Indicators

2022

2021

Total Accident Rate (TAR)

0.26

0.27

Lost Time Rate (LTR)

0.16

0.19

ISO 45001 certification rate(1)

93%

92%

0

0

Women in executive management roles (EC-II)

29.1%

26.5%

Women in senior management roles (EC-III)

25.7%

21.5%

Change 2021 vs. 2022

SOCIAL CAPITAL

Number of human rights infringements
HUMAN CAPITAL

Overall proportion of women

30%

30%

Gender pay equity ratio (excluding leadership positions)

0.97

0.95

Number of training hours per employee

32.5

29.9

Proportion of employees receiving a performance assessment

57%

55%

Proportion of employees receiving a career development assessment

21%

19%

69

70

2.32

2.49

90%

89%

97.1%

95.8%

Employee engagement rate
NATURAL CAPITAL
CO2 emissions per employee (tons per year)(2)(1)

ISO 14001 certification rate
GOVERNANCE

Proportion of employees trained to the Code of Ethics
Number of Code of Ethics infringements

51

59

ISO 9001 certification rate(1)

92%

92%

Net Promoter Score (NPS)

50.8%

49.9%

55%

60%

Percentage of acceptance of the BPCC
(1) Proportion of the global headcount belonging to certified entities.
(2) Net CO2 emissions corresponding to Scopes 1, 2 and 3 for business travel.

4.2.1.6 Reporting methodology
The indicators presented in this section were calculated based ondata collected from the Bureau Veritas Operating groups. These
data were then consolidated by the departments concerned(Human Resources, Legal Affairs and Audit, QHSE, Technical,
Quality, Risks and Finance) using proven methods. Changes inmethods or scope are reported systematically.

The information presented in this section is based on the Bureau
Veritas group’s Non-Financial Statement (NFS), included in its 2022
Universal Registration Document. The Bureau Veritas group’s NFS
has been reviewed by an independent third party in accordancewith Article R. 225-105 of the French Commercial Code.
The complete NFS and the Independent Third Party’s report areavailable in the Bureau Veritas Universal Registration Document.

The data is presented on a consolidated scope basis in 2022 (fromJanuary 1 to December 31), except the indicators below:

 the number of employees used in the calculation of Health and
Safety indicators is based on employees in November 2022;

 the environmental data is calculated on a 12-month rolling basis(from October 1, 2021 to September 30, 2022).

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ESG performance of controlled investments — Constantia Flexibles

 76;<)6<1)4-@1*4-;
4.2.2.1 Business overview
Constantia Flexibles is one of the world’s leading manufacturers of flexible packaging:
GENERAL INFORMATION

Activity

Manufacturing of flexible packaging

Sales€1,954.5 million

Sales by region

Europe: 66%
America (USA/Mexico): 18%
Asia-Pacific: 9%
Middle East, Africa & Australia: 7%

Sales by market

Consumer: 76%
Pharma: 24%

HEADCOUNT

Number of employees

8,659 including Constantia Flexibles' Indian operations
7,030 excluding Constantia Flexibles' Indian operations(1)Headcount by region

Europe: 60%
Asia: 23%
America (USA/Mexico): 11%
Middle East, Africa & Australia: 6%

SUPPLY CHAIN

Number of sites

38 production sites and 5 research centers in 16 countries

Main purchases

Aluminum
Plastic
Paper
Chemicals (inks & solvents)

Outsourced activity, if applicable

Distribution

OTHER INFORMATIONESG Ratings

CDP: AEcoVadis: GoldIn Wendel’s portfolio since

2014(1) See section 4.2.2.4 concerning the inclusion of the Indian operations in the non-financial reporting scope.

ESG key figures: 85% of the Cflex product offering is either already designed
for recycling or has a recyclable alternative SBTi approved GHG reduction targets: -24% by 2030 and-49% by 2050 (Scopes 1, 2 and 3)

 100% of production sites hold a Quality Management
certificate (e. g., ISO 9001)

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ESG performance of controlled investments — Constantia Flexibles

4.2.2.2 Constantia Flexibles ESG roadmap
Theme

Targets

Environment Climate Change:
GHG emissions

Reduce absolute Scope 1, 2 and 3
GHG-emissions
greenhouse gas emissions to 24% by 2030 Scopes 1, 2
and 49% by 2050 from a 2015 base-year - (market based), and 3
SBTi approved.

SocialChangeTrend

ktCO2eq 1,592.75(1) 1,577.25(1)

Unit

2022

2021

1.0%

p

Circular Economy: Take all measures to ensure that 100% of
Recyclability ofour packaging is designed for recycling.
products

Recyclability of
product portfolio

%

59(2)

55

7%

o

Sustainability
and collaboration
along thevalue chain

Increase the number of suppliers audited,covering ESG topics.

Number of supplier audits

Nb

51

30

70.0%

o

Train procurement personnel onsustainable procurement issues.

% of strategic buyers acrossall locations who havereceived training onsustainable procurement

%

90

88

2.3%

o

Health & Safety
at work

Achieve the goal of “ZERO LOSS – NO
HARM”.

Lost Time Injury
Frequency Rate (LTIFR)

Rate

2.2(3)

2.8-34.6%

aUnsafe Conditions/Behavior Reporting Ratio

Rate

1.7/1

1/1

70%

o

Health & Safetyof consumers:
safe products

Ensure that all production sites have at least % of production sites with
one relevant product safety or quality
at least one certification
certification.
in relation to product safety
and quality

%

100

100

-

p

Diversity & equal
opportunity

Support female employees in advancing
their careers at any managerial level.

% of female managers
in top management(Constantia Grade 1-6)

%

10.5

9.5

11%

o

Talent attraction,
development
and retention

Increase the number of employees trained % of employees trained
for at least one day per year.
for minimum 1 day

%

70.2

68.1

3%

o

Business ethics

Audit our plants on business ethics issues
on a regular basis.

Internal corruption risk
assessment conducted

yes/no

yes

yes

-

p

Train employees on the Code of Conduct(including Anti-Bribery and Competition
Law), with a minimum objective of at least
80% of employees trained each year.

% of employees trained
at least once per year

%

83.6

73.4

14%

o

Continuously perform compliance checks
on business partners.

Business partnercompliance checkconducted

yes/no

yes

yes

-

p

The goal is to develop female employees’
leadership skills as well as to increase thefocus on hiring female employees inmanagement positions.

Governance

KPIs(1) Scope 3 emissions are calculated with a one-year lag.
(2) Estimated value for 2022.
(3) Frequency rate taking into account actual hours worked.

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ESG performance of controlled investments — Constantia Flexibles

4.2.2.3 Main material issue related to thebusiness model: Circular Economy
Constantia Flexibles' mission is to rethink packaging every day tomake a positive, sustainable, and meaningful contribution to ourcustomers, the environment, and society.
Packaging plays an essential role as it protects valuable content
throughout the supply chain and enables proper and safe delivery
to the end consumer. Flexible packaging minimizes the use of
packaging materials, making it generally more resource efficientthan alternative packaging types.

As concern grows about the effects of packaging on theenvironment, the entire value chain is now working to overcome
these challenges to deliver a circular economy for flexible
packaging and reduce our reliance upon virgin materials. In thiscontext, it is important that products are in line with existingcollection, sorting, and recycling infrastructure and processes inorder to increase the circularity of packaging. That is why
Constantia Flexibles continuously works on the recyclability of its
flexible packaging solutions.
The importance of circular packaging is also increased by theEuropean Union’s calls for further reduction in the use of resources,
significantly higher recycling rates, and the use of recycledmaterials as a secondary raw material within the framework of theEuropean Circular Economy Package.
As a global flexible packaging producer for the consumer andpharmaceutical industries and committed to sustainability from the
beginning, Constantia Flexibles recognizes the importance of
supporting the development of a circular economy for flexible
packaging. All future product innovations will focus on recycling,both in practice and on a commercial scale.

Circular Economy commitment

Constantia Flexibles commits that 100% of its packaging solutions
will be designed for recycling by 2025.

Constantia Flexibles continuously evaluates the recyclability statusof its product portfolio and tracks progress towards this goal.
Currently (data estimate for 2022), about 59% of the productportfolio is designed for recycling (projected % recyclable output[m2] of sold output [m2] in 2022). Additionally, in order to pave theway towards full recyclability, Constantia Flexibles already ensuresthat 85% of its current product offering is either designed forrecycling or has a recyclable alternative.

Constantia Flexibles recyclability shares

2022

2021

Change [%]Recyclability of product portfolio (%)

59%(1)

55%

7.3%(1) Only estimates of the proportion of Constantia Flexibles’ recyclable solutions for 2022 were available as of the date of publication of the 2022 URD.
The ratio is based on sales volumes, expressed in square meters. The ratio increases to 62% of sales when expressed in euros (of which 65% ofconsumer division sales), excluding the Indian operations excluded from the financial reporting scope as of December 31, 2022 (see section
4.2.2.6 - Reporting methodology).

In addition, to achieve its full recyclability objective, Constantia Flexibles ensures, as of now, that 85% of its products are designed forrecycling or have a recyclable alternative.
To meet this full recyclability objective, Constantia Flexibles has
designed the following action plan: To monitor and improve product sustainability through LCA
studies; To create a more sustainable product range: the Ecolutions
portfolio;

 To manage and participate in initiatives across the value chain.

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Monitoring and improving product sustainability
through Life Cycle Assessments
Constantia Flexibles is conscious of its role and responsibility as
part of the value chain and constantly strives to improve thesustainability of its processes and products. To this end, support forinternal (e.g., sales and product management teams) and external
stakeholders is another of Constantia Flexibles’ key endeavors.

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ESG performance of controlled investments — Constantia Flexibles

To provide internal stakeholders with the necessary backgroundinformation to discuss product options and to work towards theachievement of the company’s recyclability target, Constantia
Flexibles developed a comprehensive recyclability guidance
document in 2019 that is continuously adapted to the most recent
regulations and guidelines. This document gives information on
flexible packaging recycling, the regulatory context, the packaging
recycling market, available sorting technologies, and common
design criteria for recyclable packaging.
Life cycle assessments (LCA) have been conducted at Constantia
Flexibles since mid-2015 via a semi-automated approach to more
efficiently meet the range of inquiries from customers and thosewhich come up during life cycle design. This peer-reviewed
innovative LCA meta-model enables Constantia Flexibles toprovide customers and other stakeholders with information on theenvironmental footprint of products by allowing them to evaluate
any combination of production processes, raw material input, waste
handling possibilities, and country-specific settings.
Constantia Flexibles’ LCA tool allows the company to flexibly
evaluate different production scenarios, identify hot spots, anddemonstrate the environmental performance of its products tocustomers. LCA capabilities support the company’s holistic
approach towards sustainability, by enabling it to not only look at
the carbon footprint but also other environmental impact
categories. In addition, there is the possibility of gaining acompetitive advantage and discovering potential cost savings
through product optimization.
In-house LCA studies have also helped determine Constantia
Flexibles’ product development strategy. In the last decade,Constantia Flexibles has invested significantly in R&D assets at its
five R&D centers in Austria, Germany, Spain, and India. Researchand development expenses in recent years amounted toapproximately €12 million annually and the Centers ofCompetence and Centers of Product Excellence employ close to
100 people. Constantia Flexibles holds several patents and patentapplications in 52 active patent families in aluminiu, film, and paper
applications. The Group employs experts for all raw materials andall process technologies. They identify and evaluate the latest
trends on eye level with suppliers and external experts fromdevelopment partners such as leading universities. As part of the“Green Strategy”, development activities in recent years havefocused on building fully recyclable products based on either
aluminum, mono PE, or PP, as well as paper. Constantia Flexibles
also takes an active interest in legislation regarding the European
Commission’s initiative on the development of ProductEnvironmental Footprint Category Rules (PEFCR). Constantia
Flexibles is helping to map the entire value chain for the purposesof these studies, allowing the categories of environmental impact
put forward by the European Commission to be reviewed andevaluated.

4

Creating an eco-product range: the Ecolutions portfolio
Sustainability issues are an integral part and driver of Constantia
Flexibles’ innovation strategy. Given the company’s global
presence, Constantia Flexibles started to develop mono-material
packaging in 2014, when this discussion was still at an early stage inEurope.
To meet the challenge of a circular economy without compromisingon functional requirements, Constantia Flexibles launched themore sustainable packaging product range “Ecolutions” in 2018.
Ecolutions meet both customer sustainability requests and legal
requirements with a clear focus on recyclability while maintaining
all the properties required to protect the packaged products.
Within the Ecolutions family, Constantia Flexibles promotesmono-material solutions that can achieve high barriers and replace
standard non-recyclable multi-layer structures. Furthermore, thecompany’s 360-degree approach covers all common substrates,
such as paper, film, and foil packaging. Ecolutions are available in a
certified chain of custody materials (ASI, FSC).
In order to meet the group’s Circular Economy target, Constantia
Flexibles made extensive investments in state-of-the-art technology
for designing recyclable structures and strives to transform all
non-recyclable products. With various products offered (e.g.,
EcoLam, EcoCover, EcoVer, Perpetua Alta), Constantia Flexibles
has entered into a new era of packaging and has created recyclable
product families along existing recycling pathways for various
substrates and formats. The company has achieved technology
approvals from RecyClass for its recyclable flexible packaging
solutions Perpetua Alta, EcoLam SR Tube, and EcoLam High Plus,
making it a pioneer in the development of recyclable structures.
The applications of the Ecolutions family can be found on
supermarket shelves, packaging and protecting dairy products,
coffee, nuts, confectionery, pet food, and home and personal care.
The product family underscores Constantia Flexibles’ ability toprovide alternatives designed for recycling by 2025.

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Participating and steering initiatives throughout the value chain
Constantia Flexibles believes that working side-by-side, businesses
and governments can tackle sustainability issues at their source
and, therefore, collaborate with stakeholders along the whole value
chain as an active member of several international initiatives andassociations.
In addition to being a permanent member and chair of Flexible
Packaging Europe’s Sustainability Committee, Constantia Flexibles
participates in the European Aluminium Foil Association’s Foil
Sustainability Action group, constantly working towards making its
voice heard in terms of current affairs, initiating projects, andencouraging intercompany cooperation to achieve common goals.
As a founding member of the CEFLEX project (A Circular Economy
for Flexible Packaging), Constantia Flexibles intensively works onfurther enhancing the performance of flexible packaging in thecircular economy by advancing better system design solutions via
collaboration. CEFLEX is the collaborative project of a European
consortium of companies and associations representing the entire
packaging
value
chain
covering
material
suppliers,
manufacturers/converters, brand owners, and recyclers. Project
goals set for 2025 include the development of robust design
guidelines for both flexible packaging and the infrastructure tocollect, sort, and recycle them. CEFLEX stakeholders are working
together in seven workstreams to identify and develop the bestsolutions. Constantia Flexibles is an active member of six of theseworking groups and continuously strives to increase therecyclability of flexible packaging.
Likewise, Constantia Flexibles’ membership in the Sustainable
Packaging Coalition (SPC) strengthens its ties to key accounts andincreases the shared understanding of sustainability issues affecting
the packaging industry. The SPC is a task force dedicated to thevision of more environmentally friendly packaging. As a committed
member of the multi-material flexible packaging recovery initiative,
Constantia Flexibles understands the increasing importance offinding solutions for collecting, sorting, and recovering
multi-material packaging. Constantia Flexibles understands thatsharing efforts on a global level to develop recycling solutions
advances collective understanding and shared best practices tocreate a sustainable solution for managing multi-material flexible
packaging at the end of its life.

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More sustainable packaging starts with responsibly sourced
material. That’s why Constantia Flexibles is a founding member ofthe Aluminium Stewardship Initiative (ASI), a global,
multi-stakeholder, non-profit standard-setting and certification
organization fostering responsible production, sourcing, andstewardship of aluminum. ASI’s standards apply throughout the
supply chain, from mining through to downstream sectors that use
aluminum in their products. In 2018, the company’s largest plant,
Constantia Teich in Austria, became the first aluminum foil roller
and packaging converter and the first European company to becertified according to the ASI Performance Standard forenvironmental, social and governance performance. In addition,
Constantia Teich successfully achieved ASI Chain of Custodycertification in early 2020. ASI helps to improve transparency andtraceability for companies to monitor and report on progress
towards sustainability goals and responsible sourcing.
To complete the 360-degree material approach, Constantia
Flexibles is also part of 4evergreen, a cross-industry alliance of over
100 members representing the entire lifecycle of fiber-based
packaging – from forests to designers, producers, brand owners,
and recyclers. Their goal is to reach a 90% recycling rate forfiber-based packaging by 2030. Constantia Flexibles collaborates
in the technical workstreams of the alliance to develop tools andguidelines for the different aspects of sustainability and circularityof fiber-based packaging. The results are shared with relevant
audiences, and the alliance tracks policy developments.
Key figures:
85% of the Cflex product offering is either already designed forrecycling or has a recyclable alternative (objective of 100% by
2025)
23% of products covered by an LCA

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ESG performance of controlled investments — Constantia Flexibles

4.2.2.4 Climate change adaptationand mitigation
Carbon footprint (Scopes 1, 2 and 3)
Direct and indirect greenhouse gas (GHG) emissions are
generated by Constantia Flexibles’ plants through production
processes as well as by purchased goods and services. Since 2005,
Constantia Flexibles measures and reports GHG emissions on anannual basis according to the internationally recognizedGreenhouse Gas Protocol along with its Scope 1, Scope 2, andScope 3 calculation methodology. All emissions are verified byexternal auditors (including Scope 3, which is subject to a specificaudit).

4

The table below shows Constantia Flexibles’ overall Scope 1, 2 and3 GHG emissions for 2022 and 2021. Due to the acquisition of alarge new plant, total Scope 1 and Scope 2 emissions were up 0.1%
year-on-year. Without counting this acquisition, the other sites
achieved a reduction of 4.5%. Scope 1 and 2 emissions per square
meter decreased by 9.7%.

Constantia Flexibles group carbon footprint

2022

2021

Scope 1 (ktCO2 eq)

120.27119.320.80%

Scope 2 (ktCO2 eq) market-based

81.60

82.76(1)-1.40%

GHG intensity (Scope 1+2) (in ktCO2 eq/Mio.m2 produced)

Change [%]

0.037

0.041

-9.76%

Scope 3 (ktCO2 eq)

1,390.88(2)1,375.07(2)+1.1%

TOTAL SCOPES 1, 2 AND 3 (KTCO2 EQ)

1,592.75

1,577.25+1.0%(1) Scope 2 data for 2021 have been restated with market-based values. These data were published with location-based values in Wendel’s 2021
URD.
(2) Scope 3 is based on data from peers (raw materials, fuels and energy-related activities). Scope 3 data for 2022 are therefore not available at thedate of publication of the Universal Registration Document. For the purposes of comparability, Scope 3 data for 2021 correspond to Scope 3 datafor 2020 and Scope 3 data for 2022 to Scope 3 data for 2021. As Constantia Flexibles is a respondent to the CDP (Carbon Disclosure Project),
Scope 3 emissions data are externally audited and published on the CDP platform on an annual basis. As this process takes place in the second
quarter of each year, the Scope 3 value for 2022 is not yet published in this document.
Details on the methodology used are explained in section 4.2.2.6 - Reporting methodology.

Carbon footprint intensity
2022
ktCO2 eq/Mio m2

2021
ktCO2 eq/Mio m2

Scope 1

0.022

0.024

-9%

Scope 2

0.015

0.017

-11%

Scope

Scope 1 (direct)

Scope 2 (indirect)

Scope 3 (indirect)

Stationary combustion (3.92%)

Purchased electricity (4.84%)

Purchased goods/services (85.5%)

Change(%)

Mobile combustion (0.06%)

Purchased steam (0.23%)

Capital goods (0%)

Process sources (3.57%)

Purchased heating (0.05%)

Upstream transportation and distribution (0%)

Fugitive sources - non material

Purchased cooling (0%)

Fuel and energy related activities (1.8%)

Agricultural sources - non material

Others (0%)

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Mitigation: GHG emissions reduction pathway

Scope 2:CO2 emissions (Scopes 1, 2 and 3)
and steps to reduce themMore than half of the company’s emissions are a result ofelectricity consumption. To address these emissions, Constantia
Flexibles continuously increases its purchase of electricity fromrenewable resources. In 2016, Constantia Flexibles took the step toswitch to green electricity in several plants, already covering 59% of
the total electricity consumption in 2022, which supports thecompany in meeting its absolute greenhouse gas emission
reduction target. Especially for European sites, the company has
made significant progress toward reaching 100% renewableelectricity and a target at group level is under evaluation. The
company is also continuously extending its own production ofgreen electricity and invested in (additional) photovoltaic
installations in multiple plants in 2022.

Kt CO2

2,500
2,000

-24%
1,500

-49%
1,000
500
0

2015

2017

2018

2019

2020

2021

2022

2030

2050

Scope 3:

Identified leverage to achieve the pathway above
and implement the action plan
Scope 1:

Most of the company’s Scope 1 emissions are due to theconsumption of solvents and natural gas. Constantia Flexibles isreducing emissions from solvent consumption by using moresolvent-free inks and water-based lacquers. In order to reduce its
natural gas consumption, Constantia Flexibles considers thepossibility of running machines on electricity instead of gas for all
new investments and regularly re-evaluates existing machinery. A
reduction in energy use is also achieved through energy efficiency
projects that are performed on an ongoing basis. The impact of
new investments on the group’s GHG reduction target is includedin the evaluation process alongside all financial KPIs.

In addition to the assessment of direct and indirect emissions
occurring due to the activities of the Constantia Flexibles group, theindirect emissions caused by processes up- and downstream of the
supply chain are evaluated. Following an analysis of group-wide
Scope 3 emission sources, it was determined that purchased goods
used to manufacture Constantia Flexibles’ products are the most
crucial element of the company’s Scope 3 emissions. Aluminumand plastic raw material purchases represent almost 80% of thecompany’s Scope 3 emissions. The slight increase in Scope 3 (+1%)
is essentially linked to a rebound in activity post-Covid.
Material Scope 3 emissions have been tracked for each ofConstantia Flexibles’ plants since 2015. This enables the group to
identify and analyze hotspots to decrease Scope 3 emissions
deriving from purchased raw materials – which are essentiallyaluminum, plastics, paper, and chemicals like inks and solvents –e.g., by actively engaging with key suppliers on carbon emissions.
Significant emissions reductions have been achieved through thelaunch of a supplier project within the aluminum value chain.
Knowledge of site-specific challenges on product and raw material
level helps Constantia Flexibles to tackle similar issues throughout
the group. Potential environmental impacts on the level of productsustainability are made quantifiable through comprehensive
investigations (for example by conducting life cycle assessments).

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4

Approval of the GHG emissions reduction pathway by the SBTi
In 2017, Constantia Flexibles developed a group-wide greenhouse gas (GHG) emissions reduction target, which was approved by the
Science Based Targets initiative (SBTi) in 2018. The targets include 100% of the group’s Scope 1, 2 and 3 GHG emissions with no significant
exclusions.

Absolute targets approved by the SBTi

Constantia Flexibles commits to a 24% reduction in absolute Scope 1, 2 and 3
GHG emissions by 2030 versus 2015.
Constantia Flexibles commits to a 49% reduction in absolute Scope 1, 2 and 3
GHG emissions by 2050 versus 2015.

Targets adopted by companies to reduce GHG emissions are
considered “science-based” if they are in line with the level ofdecarbonization required to keep global temperature increase
below 2 degrees Celsius compared to pre-industrial temperatures.
Setting this ambitious target in line with climate sciencedemonstrates to customers and other stakeholders Constantia
Flexibles’ dedication to playing its part in international efforts tolimit global warming and to continuously improve sustainability
performance across the value chain.
Key figures:
SBTi-approved targets: -24% by 2030 and -49% by 2050
(Scopes 1, 2 and 3)
Emissions reduction achieved to date (versus 2015): -17%
CDP Score: A-

Adaptation – Climate risks and opportunities assessment
Constantia Flexibles’ Risk & Opportunity Management process isaligned with international standards such as COSO ERM andISO 31000 and provides a systematic approach to managing risks &opportunities at all levels of CFlex (group, divisional and local). At
Constantia Flexibles, risk is defined as an effect of uncertainty on
the company’s strategic objectives. The effect may be positive(opportunity), negative (threat), or a deviation from expected. The
process of risk mapping is aimed at capturing risks that may have anegative impact on the achievement of Constantia Flexible’s
strategic objectives. Risks are re-assessed twice per year.
The process of managing climate-related opportunities is the same
as for risks. Under the TCFD framework, climate-related risks andopportunities are classified as transition risks and opportunities(market and technology shifts, policy and legal, reputation), andphysical risks and opportunities.
The transition risk assessment considers market and technology
shifts as well as the development of new policies and regulations,which are to be expected in a political environment trying toachieve a low carbon economy.
The physical risk assessment considers typical vulnerabilities to thevarious physical climate threats (e.g., cyclone, storm surge, sealevel rise, flood, drought, temperature, permafrost melt) in the
short term and long term and how these threats could impact thecompany’s assets.

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Constantia Flexibles’ transition risks
Risk/
Opportunity

Description

Actions implemented

Political/
legal risks

European sustainability-based
regulations could result in lower
demand for non-recyclable
packaging. Stricter legal
environmental requirements
increase the risk of
non-compliance.

 Constantia Flexibles’ portfolio includes recyclable structures as well as a dedicatedReputationalrisks

 Constantia Flexibles meets this challenge through close coordination with
Misunderstandings on the key
functions of (flexible) packaging,international research institutes, constant evaluation of the latest scientific findings
perception of packaging as waste
and continuous analysis of consumer initiatives and requirements at national andonly and subsequent regulations
international levels.
could preclude flexible packaging 
The company also invests heavily in continuous R&D efforts to develop sustainablefrom being considered a relevant
product alternatives (designed for recycling and ready for customer approval) for its
and acceptable packaging solution
entire product portfolio: the Ecolutions product family.
by a biased consumer base, Constantia Flexibles’ sustainability communication aims to inform and educate theleading to a decrease in business
opportunities.
target audience about the function of packaging in general.
 Furthermore, Constantia Flexibles is part of multiple working groups, industry
associations, and consumer platforms. Through these combined efforts, thecompany ensures an aligned representation of the benefits of (flexible) packaging
and provides a stage where all stakeholders’ views can be heard.

Technology
risks

Changing requirements, standards,  Constantia Flexibles works closely with suppliers and customers and continuously
or emission limits of some countries
evaluates market trends and new technologies.
or customers might require plants
 The group invests in new technologies and partnerships and focuses onto switch to different technologies
automation/digitalization. New machines are assessed against energy
in order to stay below these
consumption/efficiency criteria, set-up times and waste.
prescribed limits or to matchcustomer and market demands.

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more sustainable product range, the Ecolutions family. By designing flexible
packaging to be recyclable, Constantia Flexibles supports the circular economy
by decreasing the use of virgin materials and contributes to a reduction in carbon
emissions.
 Furthermore, several sites have ISO-certified environmental and energy
management systems in place.
Constantia Flexibles also fosters the development of the packaging industry towards
greater sustainability through its active engagement and collaboration with the entire
value chain.

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ESG performance of controlled investments — Constantia Flexibles

Constantia Flexibles’ physical risks
Natural disasters caused by climate change, like floods, storms,
cyclones or extreme heat, can pose a risk of service interruptions
and, therefore, production delays and a risk to ensuring business
continuity. With plants in 16 countries, Constantia Flexibles is
exposed to this risk in multiple geographic areas.
Overall, the group addresses physical risks through the following
measures:44.2.2.5 2022 ESG highlights
The highlights in terms of sustainable development in 2022 are as
follows:

 Environment: In line with the TCFD, Constantia Flexibles performed acovers damage through e.g., fire and flooding as well as
business interruptions in the event of natural disasters;

Climate Change Risk and Opportunity Assessment, verifying
the company’s transitional and physical risks due to climatechange. In 2022, the company prepared a detailed Climate
Change Resilience Plan including a detailed concept fornecessary mitigation initiatives and next steps,

 Structural, technical, and organizational preventive measures Constantia Flexibles achieved the Carbon Disclosure Project’s Constantia Flexibles has a global all-risk insurance policy, which(e.g., flood and fire protection, prevention of industrial
accidents) are continuously taken for fundamental risks anddeveloped step by step in accordance with the respective needsof individual plants;(CDP) Climate Change Leadership level for the fifth
consecutive year. This rating was awarded for the above
average scores the company obtained in relation to climatechange reporting and climate protection efforts,

 Constantia Flexibles continuously expands its emergency and

For the fifth time in a row, Constantia Flexibles was awarded
the EcoVadis gold medal in recognition of its CSR
achievements. This result places Constantia Flexibles among
the top 2% of companies assessed by EcoVadis in this industry
on their respect for the environment, human rights and labor
law, ethics, and responsible purchasing,crisis management systems.
The roll-out of precautionary protective measures in otherConstantia Flexibles plants is continuously under investigation.
Furthermore, the risk of business continuity is also addressed
through Constantia Flexibles’ global production network of hubs
and satellites. In case of a stoppage in operations at one
production site, the group can ensure timely supply from its otherproduction sites.
In 2021, Constantia Flexibles conducted a comprehensive Climate
Change Risk and Opportunity Assessment identifying hotspots
within its global production network. The climate hazards havebeen ranked based on their likelihood and impact. In 2022, thegroup prepared a detailed Climate Risk Resilience Plan (CRRP).
While climate risks were already part of the company’s detailed Risk
Management Concept, this CRRP focuses exclusively on climate
risks and highlights the ways Constantia Flexibles addresses theserisks and counteracts any potential vulnerabilities.

 In 2022, Constantia Flexibles’ largest production site (C. Teich)started an intensive biodiversity monitoring and intervention
program including animal monitoring (birds, bats, butterflies,bees), insect hotels, mowing plans and deadwood
components;

 Innovation and recyclability: Constantia Flexibles is part of the Digital Watermarks Initiative

HolyGrail 2.0. leadership team, a pilot project which aims toprove the viability of digital watermarking technologies for
accurate sorting and consequently higher-quality recycling in
the EU. This year saw the successful completion of Phase 2
semi-industrial testing and further advancements in Phase 3,
dedicated to full-scale validation in dedicated testing
locations, Constantia Flexibles continues to successfully advance its

Ecolutions product range: the EcoPressoLid received the TÜV
certification “OK Compostable Industrial”. Other productinnovations included the EcoVerLidding for PP cups, theCompressSeal technology helping to reduce packaging
weight, and the launch of the high chemical resistance Pharma
product innovation PERPETUA ALTA, which is the first flexible
PP mono-material ever certified with the Letter of Approval by
RecyClass. The Ecolutions family also won multiple awards,
such as the DOW Innovation Awards, the IFCA India, and theSouth African Gold Pack Awards.

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ESG performance of controlled investments — Constantia Flexibles

 Health & Safety:
2022 saw over 70% of sites complete the Global HSE audit
program (Blue Willis). Best practice sharing across all divisions
has started on each topic within the audit program, to ensure
we continue our HSE learning, The

first ever CFlex Week of Safety took place in
October 2022, establishing HSE as a continued #1 priority inour business. With a clear focus on health initiatives,
Constantia Flexibles continues to share the message thatsafety is about our people.

 Social:
In 2022, Constantia continued to participate in a number of social
initiatives alongside local NGOs including: Staff working at Aluprint in Mexico and ColorCap in Poland

are actively engaged with NGOs and charitable trusts which
promote and provide a contribution to society, including
sustainable projects that benefit the community, education,encouraging women entrepreneurs, focused support fordisabled people through several psychological, physical, andsocial programs, financial support for children from children’s
homes in Ukraine, START Austria – Constantia Flexibles supports the “START”

initiative in Austria. This excellent program is designed tosupport talented students from migrant backgrounds with
their high school exams. By providing long-term support foryoung immigrants, Verein START-Stipendien Österreich is
helping to provide fair access to education, social interaction,and solidarity in Austrian society, The team at the Constantia Teich plant in Austria is supporting

local schools to allow low-income families and their children toparticipate in school activities such as skiing. They also
support therapeutic institutions working with animals to help
people with mental health conditions, and support people inneed in Ukraine, In Africa, the team at Constantia Flexibles’ Afripack sites

donated towards feeding school children who have no meals
at home or are undernourished. They also provide financial
support to an external organization which helps unemployeddisabled adults into employment through upskilling. The
Afripack Sacks and Mobeni plant teams are long-standing
financial supporters of Muthande, a society focused on thesocial, economic and emotional needs of the elderly.

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4.2.2.6 Reporting methodology
Reporting period
The reporting period for the 2022 annual reporting is the calendar
year from January 1, 2022 to December 31, 2022.

Reporting scope
In accordance with IFRS 5 "Non-current Assets Held for Sale andDiscontinued Operations", the Indian operations of the Constantia
Flexibles group were reclassified within discontinued operations
and operations held for sale as of December 31, 2022 in the
consolidated financial statements. However, the consolidated
non-financial indicators of Constantia Flexibles include all ofConstantia Flexibles' current operations, including the Indian
operations.
The reporting scope covers all legal entities including 38
production sites in 16 countries and several office-based locations(e.g., headquarters, sales offices, holding locations) worldwide
which were part of the Constantia Flexibles group in 2022,
amounting to 100% of the scope covered. In 2022, one new plant
was acquired, FFP Packaging Solutions Ltd. in the UK.
Accordingly, all legal entities, and office-locations of the Constantia
Flexibles group (in 19 countries) were taken into consideration for
the Human Resources-related data and information, including FFP
Packaging Solutions Ltd. acquired in 2022 in the UK.
For H&S-related reporting, major office locations like theheadquarters of Constantia Flexibles as well as all three offices ofConstantia Business Services (located in Austria, Germany, andPoland) are fully taken into consideration, besides all production
sites. The newly acquired plant FFP Packaging is also included in
HSSE data.
For environmental KPIs, only plants that are part of theenvironmental reporting for the full year are taken into
consideration. This includes 37 production facilities in 16 countries(office locations are not covered). The newly acquired Constantia
FFP is excluded from environmental KPIs in 2022.

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4

Reporting standards and choice of indicators

Scope 1, 2 and 3 GHG emissions

To monitor the progress of its environmental, social, and societal
performance, Constantia Flexibles is tracking key performanceindicators in connection with its ESG commitments at group level.

The CO2 emissions’ calculation is based on Scope 1, Scope 2 andScope 3 as defined by the Greenhouse Gas Protocol Initiative(Corporate Value Chain Accounting and Reporting Standard). The
standard provides requirements and guidance for companies andother organizations to prepare and publicly report a
GHG-emissions inventory.

Employment
The employee hire rate is calculated by counting the number ofhires (headcount) during the reporting period, divided by the
number of employees (headcount) at the end of the reporting
period, multiplied by 100.
The employee turnover rate is calculated by counting employees(headcount) who left the group during the year in relation to thenumber of employees (headcount) employed at the end of theyear, multiplied by 100. Apprentices are now included in both hires
and turnover calculations.
Health and safety
LTIFR is measured by calculating the number of Lost Time Injuries(LTI) resulting in at least one full day lost per 1 million hours worked(combined for group employees and leased personnel/temporary
workers).
Severity rate is calculated by dividing the total number of days lostby total effective hours worked for the same period and multipliedby 1,000.
EnergyThe following energy sources are included in the total energy
consumption: natural gas, LPG, diesel, heating oil, petrol, otherfuels, electricity, steam, and hot water. Fossil fuel consumption isexpressed in MWh Lower Heating Value (LHV).

Scope 1 emissions include direct emissions by the company’s
facilities and vehicles.
Scope 2 emissions include all indirect emissions due to purchased
electricity, steam, heating and cooling for the company’s own use.
Constantia Flexibles’ Scope 3 emissions include indirect emissions
due to upstream purchased goods and services as well as fuel- andenergy-related activities. Purchased goods include all raw
materials, the main materials being aluminum and plastic.
Constantia Flexibles’ Scope 3 data is calculated with a one-year lagin Wendel’s Universal Registration Document as it is based on datafrom peers (raw materials, fuels and energy-related activities).
GHG emissions for Scopes 1 and 2 are audited in the context ofWendel’s non-financial performance statement (NFPS). Scope 3
emissions are also subject to a voluntary external audit as part of
the annual processes set up by Constantia Flexibles.
Recyclability of product portfolio
Recyclability of product portfolio is calculated using the following
formula: Recyclability of product portfolio (%) = Recyclable output[m2]/sold output [m2].

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ESG performance of controlled investments — Stahl #<)04
4.2.3.1 Business overview
Stahl is a world leader in specialty coatings and processing chemicals for a wide variety of substrates. With its registered office in Europe(the Netherlands), Stahl specializes in providing products and services to manufacturers of materials used in the automotive, garment,
footwear, packaging and home furnishing consumer segments.
GENERAL INFORMATION

Activity

Stahl is a world leader in specialty coatings and processing chemicals thatprovide functionality, durability and comfort to many different materials used ineveryday life.

Sales€915 million

SALES BY REGION

Asia-Pacific

41%

EMEA (Europe, Middle East & Africa)

35%

North and Central America

16%South America

8%

HEADCOUNT

Number of employees (FTE)

1,790.1

HEADCOUNT BY REGIONEMEA (Europe, Middle East & Africa)

50%

Asia-Pacific21%

India and Pakistan

15%

North and South America

14%

PRODUCTS & SUPPLY CHAIN

Number of manufacturing sites

11 (60% of volume produced in the EU, 94% of volume from ISO 14001 certified
sites)

Products: resources/use of resources/
final products and market

Specialty coatings and polymers
Leather processing chemicals

Outsourced activity

The manufacture of part of Stahl’s leather chemicals portfolio is outsourced to athird party, under supply agreements.

Value Chain Position

Stahl’s unique position at the end of the chemical supply chain (i.e.: its direct
customers are not chemical companies) means that it is dependent on thechemical and biotech industries for the supply of its raw materials. This alsomeans that its factories are not heavily energy intensive, i.e., Stahl doesn’t havecracking, distillation or pyrolysis processes.

OTHER INFORMATIONIn Wendel's portfolio since2006

ESG ratings

EcoVadis 2022 Platinum rating

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4

4.2.3.2 ESG Roadmap
ESG
issue

ESG
Roadmap Topic

ClimateChangeReduce Scope 1
and 2 CO2
emissions
Reduce Scope 3
CO2 emissions

2022

2021

Absolute CO2
Scope 1 and 2 CO2
reduction in Scope 1 emissions
and 2 emissions of
42% (2021 vs 2031)

tCO2 eq

16,46919,999-18%

See 4.2.3.4

Absolute CO2
Scope 3 CO2
reduction in Scope 3 emissions
category 1purchased goods
and services of 25%(2021 vs 2031)

tCO2 eq

685,441

888,639-23%

See 4.2.3.3 and 4.2.3.4

Renewable energy Three sites using
Number of sites
located at or near on-site renewableusing on-site
Stahl factories
sources (solar panels) renewable sources(minimum 20%(solar panels)of total energy(minimum 20% of
on site) by 2023 &total energy on site)
six sites by 2030

Numberof sites

3

1

Climate resilienceand adaption

Implementationof the resilience plan
and approval by
the Board

Yes/noYes
Not yet set(validated
at Board
level)

80% of Stahl
Number of Stahl
portfolio for the
products (% of total
footwear, garment
portfolio) at Level 3& accessories
ZDHC Gateway
segment to be ZDHC Conformancecertified by 2023

Numberof
products

72.96%

62.56%

10.40% Ongoing external testing of portfolio
products & raw materials, andauditing of our manufacturing sites,
to maintain and grow the % ofproducts registered at ZDHC level 3
Gateway conformity.

Environmental
footprint Measuring:
Environmental
Impact data via
Life Cycle
Assessment (LCA)
methodology

ISO 14044 LCA
data for minimum
50 strategic
products

Number of strategic
products withavailable LCA/LCI
data

Numberof
products

160

50

220% In 2022, the company surpassed its
target by collecting and publishing
LCA data for 160 products (24% ofsales revenue). The 2023 LCA
product data target has been raised
to 300 products, based on strong
market demand.

Environmental
certification:
ISO 14001
certification(environment)

ISO 14001
for all Stahlsites by 2030

Number of sites
with ISO 14001
certification

Numberof sites
certified

8 out of11 sites

8 out of11 sites-

94% of Stahl’s production volume
is produced at ISO 14001 certified
manufacturing sites.

62.3

+3.4

Continuous progress on
encouraging suppliers to improvetheir Ecovadis ratings.

Gold rating(70/100)+7

Platinum EcoVadis rating wasachieved in 2022. The focus now
is on maintaining this level. The
EcoVadis performance bar iscontinuously rising.

Implement a
Climate resilienceand adaption plan

KPIs

Remarks on 2022 achievement
Change in relation to the target

Unit

Sustainable Safe chemistry
products(ZDHC) and
improved water
footprint

TargetESG issues ESG performance By 2023: external
Average score in
Average
65.7
in thein the supply chain: rating for top 10
EcoVadis rating ofscore
supply chain Suppliersuppliers in EcoVadis: Top 10 suppliers
performance
minimum rating(based on spend/€)& externalof 60/100
EcoVadis rating
Maintain Platinum
EcoVadis rating Stahl Medal
Platinumfor Stahl
EcoVadis rating
ratingrating(score out (77/100)
of 100)200% 42% of Stahl’s global energy
consumption is renewable (solar
panel, renewable electricity, agri
briquettes). In Mexico (2022), India(2022) and Brazil (2018), energy fromsolar panels is used for electricity.
The climate resilience plan wasapproved by Stahl’s Board in
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ESG
issue

ESG
Roadmap Topic

Healthand safety

Health and safety:
Safe working
environment(OHS) for Stahlemployees andcontractors
at Stahl sites

Issue
related to
Human
Resources:
attracting
andretaining
talent,diversity

TargetKPIs

Zero accidents,
all Stahl locations& staff (including
contractors)

Remarks on 2022 achievement
Change in relation to the target

Unit

2022

2021

TRIFR (total
recordable injury
frequency rate)

Calculation

2,325

5,543

-58%

LTIFR (lost time
injury frequency
rate - employee)

Calculation

1,638

4,934

-67%

ISO 45001
certification for all
Stahl sites by 2030

Number of sites
with ISO 45001
certification

Number ofsites certified

5 out of11 sites

5 out of11 sites

0

Diversity, Equity
and Inclusion(DEI) at Stahl

100% of Stahlemployees trainedin diversity, equity& inclusion by 2023

Percentage of
employees trainedin DEI annually-

Human capital:
Talent attraction
and retention,alignment
betweenemployeecompetencies
and company
needs

Introduction of
the Employee
engagement index

Employeeengagement index
Turnover rate resignations only

% turnover

5.22%

4.08%

1.14

Diversity in
Leadership:
Gender balancein leadership
positions in Stahl

By 2023: One female Percentage of(minimum) member women in Stahl’sin Stahl’s Leadership Leadership TeamTeam%
membership

0%

0%

-

As of March 2023, Stahl has one
female member on the leadership
team

Percentage male female (30-60%)
in Stahl supervisory
and managerial
positions%membership25.01%

25.0%

0.1

Total headcount in 2022 is 25%
femaleEach year: 100%of Stahl employees
trained inanti-corruption
and bribery

Percentage of
employees trained%

97.50%

97.57%

100% ofwhistleblower
cases treated

Number ofwhistleblower
cases treated% (numberof cases)

100% (8)100% (7)Voluntary Voluntarytraining
training
available available
forfor
employees employees

Since the end of 2021, safety culture
has been brought into focus at a
global level. An OCDI survey
allowed the company to identify
weak spots, and global and local
actions have been specificallydefined as a result. The company
considers the improvement in safety
KPIs to be the result of increased
awareness and better reporting
practices, for example, observations
and close calls, resulting in reduced
likelihood of events with safety
consequences.
-

Stahl has set up local DEI
committees for each of its entities
worldwide and a global DEI
Committee to oversee progress andpromote awareness.
Turnover is in-line with market
averages.

By 2030:
gender balance(30-60%) in Stahl's
Leadership Team
By 2023: 25%(minimum) female
representation in
Stahl’s Extended
Leadership Team& Heads of function
By 2030:
gender balance(30-60% ratio)

Corruption Adherence toand bribery the Stahl Codeof Conduct, laws
and policies inplace,
identification andreporting ofincidents

228  - 2022 Universal Registration Document-0.07% The proportion of trained
employees is stable and close to
100%.

-

All cases were treated in 2022.

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ESG
issue

ESG
Roadmap Topic

Governance Independent
membership on
the Stahl Boardof Directors
ESG is a Strategic
priority: Link ESG
objectives to
Executive &Management
incentive
bonus plans

TargetKPIs

Continuous
reporting of Stahl
Board members(gender andindependence)

Number of
Numberindependentofmembers on themembers
Board of Directors,
excluding observers

Incentive bonus
plans to include
ESG targets

Bonus plan of
Executive Control
group includes
ESG objectives

More than ever, companies are positioning themselves forlong-term success by considering the health of their businessbeyond financial profitability. Stahl’s ESG Roadmap to 2030 reflects
its commitment to sustainable development and its duty to society.
The chemical industry as a whole can also play a fundamental rolein delivering solutions that enable sustainable development bymeeting new challenges through innovation and safeguarding thewell-being of future generations. Chemicals, for example, are thebuilding blocks of low-carbon, zero-pollution, energy- andresource-efficient technologies, materials, and products.
The full overview of Stahl’s ESG Roadmap to 2030 is available on
the company’s website: https://www.stahl.com/storage/app/
uploads/public/images/stahls-esg-roadmap-to-2030.pdf

4.2.3.3 Main material issue related
to the business model:
product ESG performanceThis section is dedicated to the ESG performance of the company’s
products:

 Water-based products – low impact chemistry
Stahl began developing its water-based coatings and finishes in the
1970s. Now, thanks to its long-standing desire to provide themarket with more environmentally responsible and low impact
chemicals, most of Stahl’s product portfolio is water-based (morethan 50% of sales).
A typical water-based polyurethane coating has a lower carbon
footprint, as measured by Life Cycle Assessment, than anequivalent fossil-based solvent alternative. However, replacing
solvents with water in chemicals and coatings is not a simple task, it
requires years of advanced research and development and a

Unit

2022

2021

3

3

Completed Completed

4

Remarks on 2022 achievement
Change in relation to the target---

The incentive bonus plan was
expanded in 2022 beyond theLeadership Teams to a larger groupof senior managers.

long-term commitment. Replacing solvent is not the only way to
reduce the environmental impact; there are other options, like highsolids technology and biobased solvents, both of which can also
reduce an environmental footprint while maintaining the highperformance of products. Stahl continues to research andcollaborate along the value chain to develop low impact
technology for its products.
In 2022, part of Stahl’s water-based products manufactured within
the EU were declared as eligible for the EU Green Taxonomy (seesection 4.4 EU Green Taxonomy). A portion of these eligible sales
will be declared as aligned, i.e., contributing to climate change
mitigation and not significantly harming (DNSH criteria) the
Taxonomy’s 5 pillars (adaptation to climate change, water, circular
economy, pollution and biodiversity).
Key figures:
57% of Stahl’s sales (turnover) is eligible and 4% is aligned
according to the EU Green Taxonomy in 2022, in category 3.6“Manufacture of other low carbon technologies”.

 Chemical compliance, REACh
Compliance with regulations on the use of restricted substances,such as the EU Regulation REACh, is a given, but Stahl also
proactively strives to eliminate unwanted substances from its
products and from the entire value chain. Every quarter, theProduct Stewardship team meets formally with R&D andcommercial business unit leaders to discuss toxicological reports
on specific substances and make decisions about these substances.
The company’s commitment to responsible chemistry is consistent
with the REACh Regulation and with market-led initiatives, like
ZDHC (Zero Discharge of Hazardous Chemicals).

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ESG performance of controlled investments — Stahl Zero Discharge of Hazardous Chemicals (ZDHC): eliminating
unwanted substances
Zero Discharge of Hazardous Chemicals (ZDHC) is amulti-stakeholder organization, comprising brands, textile
manufacturers, leather tanneries, solution providers and chemicalcompanies, whose goal is to eliminate the use of unwanted
substances in the textile, leather and footwear value chains. Stahl isrepresented on the board of the ZDHC foundation and has been
actively involved in setting the 2030 strategy for the ZDHC
organization. By December 2022, 2,088 of Stahl’s products (over
72% of footwear and ready-to-wear sales) were certified at Level 3,
the highest conformity level. Conformity with the ZDHC MRSL
(Manufacturing Restricted Substance List) is a critical element of
Stahl’s long-term commitment to low impact chemicals andresponsible chemistry.

Sourcing renewable carbon is one of the ways to reduce thegreenhouse gas emissions associated with chemical raw materials.
The term Renewable Carbon describes resources that have notbeen extracted from the earth’s surface, like bio-mass materials,
carbon capture or recycled plastics. Stahl is one of the elevenfounding core advisory members of the Renewable Carbon
Initiative (RCI), launched in September 2020 under the leadershipof the Nova-Institute (Germany). The aim of the initiative is to
advocate the acceleration of the de-fossilization of the chemicalindustry. The eleven pioneer companies on the Core Advisory
Board are Beiersdorf (Germany), Cosun Beet Company(Netherlands), Covestro (Germany), Henkel (Germany), LanzaTech(USA), Lenzing (Austria), Neste (Finland), SHV Energy (Netherlands),
Stahl (Netherlands), Unilever (UK) and UPM (Finland).
Key figure:Key figure:Over 72% of Stahl’s footwear and ready-to-wear productportfolio is registered at ZDHC Level 3 (the highest level ofcertification for Zero Discharge of Hazardous Chemicals) Raw Material substitution
The process of substitution of raw materials in Stahl’s products is
continuous. Sometimes a newly restricted substance can be quickly
replaced by a more favored alternative, in which case a new
product can be designed and introduced as a replacement of theold one within months. More commonly, however, the replacementof existing products with lower impact alternatives takes years.
Typically, requests for replacement are raised by customers,
brands, sales or R&D teams. Requests for replacement can be
driven by regulations (e.g.: REACh - European chemical legislation),or market-driven restricted substance initiatives, like ZDHC, or by
the desire to introduce lower carbon footprint raw materials, as per
the company’s climate change mitigation goals.

 Renewable feedstock for chemicals – towards lower carbon
technologies
Stahl has committed to reducing the greenhouse gas emissions
associated with its upstream purchased goods and services(category 1 as per the GHG protocol for Scope 3 emissions) by 25%
by the end of 2030. Since much of its current raw material portfolio
is based on fossil fuels, the company will replace the highest
carbon emitting materials with lower carbon alternatives. This is thechallenge Stahl set itself ten years ago when it hired its first “green
chemists” in R&D. Since then, it has become a strategic
company-wide goal.

Stahl is committed to a 25% reduction in indirect GHG emissions
for purchased goods and services (Scope 3, category 1) by 2030,
pending SBTi approval Life Cycle Assessment (LCA): measuring environmental impact
To reduce carbon emissions and minimize the impact of productson the environment, a standardized way to measure the impact isneeded. Life Cycle Assessment (LCA) is the most widely accepted
methodology for measuring environmental impact, and Stahl has
invested significant resources in the collection, calculation,interpretation and communication of the life cycle impact of its
products and raw materials.
Life Cycle Assessment (LCA) methodology measures the impact ofa product on the environment and expresses it in recognizable,
categorized impact data. In 2021, the company achieved its targetof publishing LCA data for 50 strategic products and in 2022 LCA
data were collected for 110 more products. Creating andmaintaining LCAs requires a significant investment in time andhuman capital and research into data tools.
The target for 2023 for LCA data collection was increased to
300 strategic products. The company is also ramping up thecollection of carbon footprint data for its automotive productportfolio, in response to rising market demand for high quality life
cycle impact data.
Two full-time employees in the ESG team are currently dedicated tothe collection, validation, interpretation and communication of LCA
data.
Key figure:
LCA data are available for 24% of Stahl products (based onsales)

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4.2.3.4 Climate change adaptationand mitigation
Climate change is strategic for the company as it is for the wholechemical industry. To align itself with the goals of limiting global
warming to 1.5°C above pre-industrial levels, as established in the
Paris Climate Agreement, Stahl has committed to reducing
absolute Scope 1 & 2 GHG emissions by 42%, and Scope 3
emissions by 25%, by 2030. SBTi approval of these GHG emissions
targets is pending, and expected in 2023.
Key figures:
GHG reduction targets compared to a 2021 baseline year:

Kt CO2

1,000
900
800

The action plan to reach the 2030 target is as follows: replace fossil-fuel based raw materials with lower carbon
alternatives, like renewable carbon-based feedstocks;

 ensure that all new product development uses available low
carbon raw materials;

 establish Raw Material Working Groups, per material or
category, in which low-carbon alternatives are introduced toreplace higher carbon versions; measure indirect raw material CO2 emissions based on LCA datafrom suppliers and the Ecoivent/Simapro database; focus on the top raw material categories, and top individual
products, according to their GHG impact (i.e., purchasedvolume x emission factor).

-25%

700
600
500
400
300
200
100
0

 -42% Scope 1 and 2 GHG emissions by 2030;
 -25% Scope 3 GHG emissions by 2030.

4

2021

2022

2030

In 2022 Stahl undertook a comprehensive inventory of its GHG
emissions and confirmed that over 90% of its total GHG emissions
are linked to its purchased goods and services (Scope 3, category1), i.e., upstream raw materials from suppliers, including
outsourced production. As most of Stahl’s products are fossil-based
raw materials, the company has committed to accelerating theirreplacement with lower carbon alternatives, like renewablecarbon-based chemicals. Product-specific working groups were set
up in 2022 to ensure the smooth introduction of these low carbon
alternative chemistries into the raw material supply chain.
Stahl has been replacing fossil-based energy with renewable
alternatives at its manufacturing sites for several years. In 2022, 42%of Stahl’s global energy usage was from renewable sources, either
through network supply (European factories use only renewableelectricity) or through on-site investments, like solar panels. Three(out of eleven) of Stahl’s manufacturing sites have installed solar
panels for electricity generation (Brazil, Mexico, India). Renewableenergy (e.g., solar panels) will be planned for the remaining sites in
the coming years (see ESG roadmap to 2030). Stahl still uses fossil
energy sources to power its higher energy requirements, likeboilers for steam generation, but the company is actively
investigating new technologies to limit dependence on thesesources with a view to using renewable energy sources, like solar
and wind.
Key figures:
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ESG performance of controlled investments — Stahl

Scope

2022

2021 Change (%)

Remarks

Scope 1 (tCO2 eq)

11,852

13,898-15%

The decrease is linked to lower production volumes andimproved energy efficiencies

Scope 2 (tCO2 eq)

4,617

6,101

-31%

The decrease is linked to investment in solar panels

Scope 3* (tCO2 eq)

685,441

888,639

Stahl’s largest Scope 3 category is purchased goods andservices (category 1), which includes everything that thecompany buys. The drop in Scope 3 emissions in 2022 (-23%versus 2021) is due to reduced purchased goods and services,
improved LCA data quality, and sourcing raw materials with alower carbon footprint. It is likely that absolute Scope 3
emissions will increase in 2023, reflecting the impact of Stahl’s-23%
acquisition of ISG, a unit of the ICP group.

CO2 intensity Scopes 1 and 2(tCO2 eq/ton produced)

0.08490.0871-3%*

In preparation for its Science Based Targets submission in 2022 (pending approval in 2023), Stahl re-calculated its Scope 3 greenhouse gas
emissions for the baseline year, 2021. All purchased goods and services were included in the updated Scope 3 calculation, as well as all othermaterial categories. The inclusion of products for resale in category 1, for example, had a significant impact on total emissions when compared toprevious reporting years.

All 11 manufacturing sites are included in Scope 1 and 2 emissions, as well as the labs and offices in the same geographical area. Large
non-manufacturing sites (labs and offices) that are not geographically linked to our 11 manufacturing sites will be included in Scopes 1 and2 as of 2023.
Scope 1 (direct emissions) 2022

Scope 2 (indirect emissions) 2022

Production (86%)

Purchased electricity (92%)

Scope 3 (indirect emissions) 2022

Purchased goods/services (91%)

Company vehicles(leased or owned) (14%)

Steam (8%)

Upstream transportation and distribution (5%)
Other categories (4%)

Adaptation – Climate risks and opportunities assessment

Climate change – Transition risks

Stahl’s Climate Resilience and Adaptation Plan identifies thecapacity to adapt to the direct and indirect impacts of climatechange on the company. The plan takes into account the (a)transition risks, and (b) physical risks that apply to the company,and describes the actions required to both prepare for the effects
of climate change and limit the company’s contribution to further
global warming. By integrating climate resilience into the Stahl
strategy, the company believes it can secure a better future and bea positive force for climate action.

Stahl’s transition risks include the policy changes (carbon tax, fossiltax), reputational impacts, and shifts in market preferences, norms
and technology that are linked to the transition to a low carbon
economy. Stahl’s emissions reduction target communicated in
2022, linked to Paris Climate Agreement goals, is an example of theaction taken in 2022 to mitigate its transition risks.

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4

Climate change transition risks and opportunities
Levelof risk/
Next steps/
opportunity Actions

Risk/Opportunity
TCFD Category

Identified Transition Climate
Risk/Opportunities

Carbon pricing

Stahl has not set (internal)
carbon pricing.
Carbon price legislation could
impact the cost of using fossil
raw materials.

MediumInvestigate carbon pricing and its impact.

New climate change regulations(e.g., GHG reduction targets)

The EU is already introducing
legislation that is aligned with
the Paris Climate Agreement.

High

A GHG emissions target was submitted to the Science
Based Targets Initiative (SBTi) in July 2022 (pending
approval).

Increase in demand of low
carbon products

The market has been slow toramp up demand for low carbon
products, but it has accelerated
in recent years due to societalpressure.

MediumSee actions described in 4.2.3.2.1 on Raw Material
substitution: switch to low carbon technologies.

Purchase of renewable energy
and energy efficiency

Stahl manufacturing sites are run
on both renewable energy andfossil fuel energy (42% is alreadyrenewable).

MediumContinue implementing on-site renewable energy
sourcing. Investment in energy-efficient technologies
for higher energy requirements.

Increased capital availability
and company reputation related
to climate change performancesand strategies

Meeting our climate targets
requires significant capital
investment in equipment,
building and raw materials.

Medium

GHG reduction plans are ongoing for Scope 1 and 2
emissions, and Scope 3 upstream emissions.
These plans will outline the specific actions that shouldbe implemented to meet the company’s GHG targets
published in 2022.

Climate change – Physical risks
Stahl is evaluating the physical risks of extreme weather events on
its manufacturing sites, like flooding, excessive heat, storms, accessto water, wildfires, etc. It is conducting an internal assessment at
strategic manufacturing sites to determine their vulnerability to
specific climate change-related events. At this early stage, storm
risk and excessive heat risk are considered to be the most material
topics on which Stahl could implement protection measures in themedium term.

or by wearing shoes or garments. Stahl’s commitment to safety istherefore focused on the safe handling of chemicals (occupationalsafety), minimizing exposure to chemicals (by inhaling, skin, eyes,
or other body parts), and on the prevention of restricted substancesin its products, to mitigate the risk of exposure to the end
consumer.
Stahl regards Safety and Health as a critical value for conducting its
businesses and governing its decisions.
Core Safety Principles:

4.2.3.5 Other material issue:
employee health & safety
Although the chemical industry is highly regulated, there are safety
risks associated with the manufacturing, handling and end use ofchemicals. Safety does not only apply to workers at manufacturing
sites: it includes the safety of people throughout the value chain. In
Stahl’s particular case, this means that the priority of safeguarding
the safety and health of its employees, and of the communities nearits factories, also extends to anyone who handles Stahl products,
including consumers who may come into contact with them in a car inherent SHE (Safety Health Environment) Management –embedding the safest strategy as the main foundation in alldecisions; prevention vs. protection - driving all activities by encouraging
SHE risk prevention, prior to considering adequate protective
measures; accountability - structures and processes ensuring guidance,
SHE accountability and continuous improvement at all levels.

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The following safety pillars define Stahl’s approach to hazards andrisk management: chemicals:

identifying, controlling, and mitigating hazards
related to the chemicals the company manages and handles inlaboratories and production operations; assets: identifying, designing, and implementing best possible
techniques to prevent incidents in design and maintenance of
new projects, plants and equipment; operations & maintenance: conducting operations ensuring
compliance with recognized international standards andcontinuous improvement in operational excellence by applying
best SHE practices globally in its operations;

 behavior: eliminating and/or minimizing risks, as much astechnically possible, in work processes worldwide. Working
together, supporting each other, and leading by example tointegrate SHE in the company’s day-to-day business activities.

 Energy: 42% of Stahl’s global energy consumption is renewable.
Solar panels installed in Mexico, Brazil and India supply
electricity at those sites.

 DEI (Diversity, Equity and Inclusion): In 2022, Stahl prioritizedstrengthening its DEI culture and governance by defining andintroducing local Diversity, Equity and Inclusion plans in each of
Stahl’s legal entities worldwide. The company appointed local
DEI committees for each of its entities, which are responsible for
implementing company-wide DEI guidance, defining local DEI
action plans, and providing local information on DEI to support
Stahl’s company-wide KPIs. To address the need for a clear
company-wide DEI strategy, Stahl also appointed a global DEI
Steering Committee, with the following responsibilities:
 defining Stahl’s DEI Strategy and guidance, establishing and monitoring DEI targets and KPIs,
 defining global actions to foster DEI,
 identifying, training, and supporting regional representatives,

4.2.3.6 2022 ESG Highlights

 facilitating and stimulating local DEI committees, Health and Safety: Improvements were observed in 2022 vs.

 sharing DEI best practices between countries.

2021 in Stahl’s critical safety KPIs: total recorded injuries, losttime injuries and severity rate of accidents. This is considered tobe the result of increased awareness throughout the company
and better reporting practices, partly stemming from the resultsof the OCDI survey, which identified weak spots and translated
into concrete action.

 External ESG ratings (EcoVadis): Stahl was awarded the
EcoVadis Platinum rating in 2022. This lifts the company into the
top 1% of companies evaluated. EcoVadis provides a holistic
sustainability rating service for companies, delivered via a global
cloud-based SaaS platform. The EcoVadis Rating covers a broad
range of non-financial management systems including
Environmental, Labor & Human Rights, Ethics and Sustainable
Procurement impacts.

 ESG team expansion: Stahl added two new people to the teamin 2022, which now consists of five dedicated ESG staff, focusedon global governance & compliance legislation, ESG ratings,
Life Cycle Assessment, Chemical compliance, Environmental
management, Climate change and supply chain transparency.
More staff are expected to join in the coming years to support
Stahl’s ambitious targets and to ensure its continued ESG
leadership.

234  - 2022 Universal Registration Document

The Steering Committee meets on a quarterly basis and acts asa bridge to the company’s local DEI committees.

 Supply chain transparency: Stahl expanded its ESG scope in2022 to include the growing need for supply chain mappingand chain of custody certification, like ISCC and RedCert, for its
products. Several new legislations around the world havehighlighted the importance of understanding the provenance ofour products (or more precisely of the raw materials all the way
down to the farm level) and demonstrating the chain of custodyof all materials, with the ultimate goal of ensuring that they havenot been manufactured in compromised areas, for example due
to deforestation or where forced labor is taking place.

 Operational Excellence Program: In 2022 a Global Operational
Excellence Manager was appointed to begin
implementation of a program to improve current practices.

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4

4.2.3.7 Reporting methodology

Reporting scope

Reporting period

 unless otherwise indicated, HR and Safety data are reported for
all Stahl entities worldwide;

The period selected for 2022 annual reporting is the calendar year
from January 1 to December 31, 2022.

 for environmental data, the manufacturing sites are included asindicated in the table below:
2022

2021

1

Brazil, Portao

Site

Y

Y

2

China, Suzhou

Y

Y

3

France, Graulhet

Y

Y

4

Germany, Leinfelden

Y

Y

5

India, Kanchipuram

Y

Y

6

Italy, Palazzolo

Y

Y

7

Mexico, Toluca

Y

Y

8

Netherlands, Waalwijk

Y

Y

9

Singapore, Singapore

Y

Y

10

Spain, Parets

Y

Y

11

USA, Calhoun

YY

Social indicators

Safety indicators

Total workforce

Population considered

The total workforce is the number of employees with a permanentor fixed-term contract with the Stahl group on the last calendar dayof the month. The data are reported in terms of full-time
equivalents.

In the KPI preparation, the following types of population are
considered: specific contractor: a contractor present at Stahl only for specificprojects or work; usual contractor: a contractor present at Stahl on a regularbasis, i.e., maintenance personnel, security guards or personnel
working in the canteen; Stahl worker: any person having a personal employment
contract with Stahl.

Based on this definition, the impact of workers on the KPIs is as follows:
Relation with Stahl

Reported by site
in case of injury

Considerationin Stahl SHE&PS Injury KPIs

Consideration in Stahl SHE&PS
Days lost, LTI KPI and Severity Rate

Stahl worker

YES

YES

YES

Usual contractor

YES

YES

NO

Specific contractor

YES

NO

NO

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Total reported injuries frequency rate

Waste

The total reported injuries (TRI) frequency rate is calculated on thebasis of the total number of injuries recorded in the last twelve
months over the total number of hours worked and referenced to abase of 1,000,000 h.

The waste indicator includes all hazardous and non-hazardous
waste generated by the Stahl manufacturing sites around the world.
The figures do not include waste generated by offices andlaboratories that are not geographically connected to one of the
manufacturing sites.

Lost-time injury frequency rate
The lost-time injury frequency rate is the number of accidents
involving the loss of one or more days of working time in the lasttwelve months over the total number of hours worked andreferenced to a base of 1,000,000 h.
In order to align LTI FR with TRI FR, the lost days considered in thiscalculation are those caused by injuries with medical treatment
level or higher.
Severity rate
The severity rate is the number of lost working days due to injuries
in the last twelve months over the total number of hours worked
and referenced to a base of 1,000 h.

Environmental indicators
EnergyReported energy consumption includes all energy sources
consumed by the Stahl manufacturing sites around the world. The
figures indicated do not include energy consumed by offices andlaboratories that are not geographically connected to one of the
manufacturing sites. Coal is not used.
Water
The water consumption indicator includes all water sources (public
water and ground water) consumed by the Stahl manufacturing
sites around the world. The figures do not include water consumed
by offices and laboratories that are not geographically connected
to one of the manufacturing sites.

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Stahl also reports wastewater that is sent for external treatment.
These data relate to the sites in Waalwijk (NL), Calhoun (USA) andToluca (Mexico). Stahl’s other manufacturing sites have onsite
wastewater treatment.
Consolidation and internal controls
The HR and SHE departments are responsible for consolidatingsocial and safety data based on the information provided by theGroup.
At each site, the SHE Manager reviews safety and environmental
data reported before the group-level consolidation is performed.
The social data relating to the workforce are compared with theconsolidated data in the group’s finance database for consistency.
Guidelines on calculation and reporting of indirect
Scope 1, 2 and 3 CO2 emissions
All Scope 1, 2 and 3 CO2 emissions reported by Stahl arecalculated, verified and communicated in accordance with therecommendations of the GHG protocol.
Scope 3 emissions exclude GHG protocol categories 8, 10, 11, 13,
14 and 15, as they are not relevant to Stahl. In particular, category
11 - Use of sold products – is not relevant, as Stahl’s products are
not combusted, do not directly consume fuel or electricity, and do
not contain GHGs which are emitted during use. Additionally,
under the GHG Protocol guidance, the reporting of indirectuse-phase emissions is optional for intermediary products.

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4

Process-based data
Process-based data is prioritized in the following order

Data description

Primary

Actual consumption data such as liters of fuel or kWh consumed

Secondary

Data one step removed from actual consumption data suchas company car mileage

Tertiary

Data two or more steps removed from actual consumption values
such as spend data

Consistency

Uncertainties

 emission factors for the main category 1 are extracted from an

Aligned with the GHG protocol, the reporting methods for certain
CO2 eq indicators for Scope 3 emissions may have certain
limitations due to the pragmatic considerations of collecting andconsolidating the relevant data. For CO2 eq emissions fromScopes 1, 2 and 3, there are uncertainties due to the intrinsic
uncertainties of emission factors. Increasingly using LCA data for
conversion factors will make these data more accurate.

LCA software tool (SimaPro). The ESG team will track andupdate the emission factors annually or update them based on
supplier data (if they meet the LCA criteria);

 every year (at least once a year) emission factors are reviewed
internally (SIMAPRO) and, when needed or desired, externally(for example by Royal Haskoning, Avieco, Ernst&Young andDeloitte);

 we align this as much as possible with our approach on LCA andLCI (which is compliant with ISO 14040 and 14044) for our
Scope 3 calculations.

The source of Stahl’s emission factors for Scopes 1, 2 and 3 are:
IPCC, guidelines for National Greenhouse Gas Inventories, EPA(Environmental Protection Agency) , IEA (International Energy
Agency), National sources, SimaPro/Ecoinvent and DEFRA(Department for Environment, Food & Rural Affairs - UK ministerial
department).

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ESG performance of controlled investments — Crisis Prevention Institute :1;1;!:->-6<1766;<1<=<ESG has been a focus of Crisis Prevention Institute, Inc. (CPI) fromits founding in 1980. CPI is the world’s leading provider ofde-escalation training, non-violent physical intervention training,and person-centered care training for those living with dementia.
The social impact is core to CPI’s values, business plan, andmission, driven by the thousands of training events it holds eachyear. Every year, over a million nurses, teachers, social care
workers, and others are trained in CPI skills and deploy thosestrategies to improve a safer, more caring workplace environment.

Additionally, although CPI has a “light” carbon footprint, thecompany undertakes yearly activities to reduce its footprint andleverage digitization. CPI’s stated goal is to reduce its carbon
footprint by 10% by 2024.
The following report presents CPI’s 2022 ESG Roadmap andassociated plans.

4.2.4.1 Business overview and key figures
GENERAL INFORMATION

Company activity

De-escalation and physical intervention training for health and education
professionals, worldwide

Sales€114.2 million

Sales by region

North America: 88%
EMEA: 9%Asia-Pacific: 3%

Sales by market

100% B2B
 Education: 43%
 Healthcare: 23%
 Human and Social Services: 16%
 Mental Health Facilities: 9%
 All Other (e.g., Retail, Long-term Care): 9%

HEADCOUNT

Number of employees

376

Headcount by region

North America: 72%“Rest of World”: 28%

Female to Male %58% female, 42% male

OFFICE LOCATIONSNorth America

Milwaukee, WI (2), Gurnee, IL

Rest of World

Reading, UK (new location)
Newcastle-Under-Lyme, UK
Sale, UK
Sydney, AU

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4.2.4.2 ESG roadmap
ESG
issue

ESG Risk/
Opportunity

HealthHealth andand safety safety of
employees

Key policies

KPIs

 Safety policy (for example,
Workplace Violence, Work from
Home, and Operation of Vehicles)

Hours of PersonalTime off per
employee (CPI North
America scope) including Health andWellness days leave

Unit

2022

h

25.1

Lost time injury
frequency rate
(LTIFR)

Rate

1.56

1.64

 Monitor employee engagement(2 surveys a year) and track planned
vs. unplanned churn

Health and Safetyincidents

Nb

0

Departure rate

Rate

Employee travel and energy
consumption generate carbon
emissions. CPI, as a responsible
company, must demonstrate that
it is making efforts to participate
in the fight against climate change.

CO2 footprint/
employeetCO2 eq./
employee Well-being at work (for example,
Health and Wellness Days,
Break-Time for Nursing Employees,
and Employee Assistance Program) Training on an annual basis on
safety, health and well-being

ClimatechangeClimatechange2021

2020

Change(2021/ Target2022) 2024
N/A

-

1.56

-5%

0

3

5

N/A

-

21%

28%

21%

-24% -

8.1

7.7

5%

7.3

Catalog page count(2020 baseline year)

pages% of increase indigital revenue (yearon year)

%

+26%

141%;
Covid-19
impacted% of CPI’s m2 using
LEDs

%

93%

87%

As a professional services firm,
CPI makes employee learningand development a priority.

Number of hours of
mandatory training
per employeeh/employee

6.63

23.49

11.72

-72% -

Key policies are:Number ofCyber Incidents
per employeeNb/employee

0.00

0.98

0.04

-100% -% CPI staff with cybersecurity training

%

100%

100%

98%

0%

100%

Percentage ofwomen Board
directors

%

29%

25%

25%

14%

-

 Affirmative Action Plan (AAP) which Percentage ofdetails our efforts to provide equal
women managers
employment opportunities thatreflect the gender and racial profile ofthe labor pools from which we
recruit and select.

%

53%

54%

50%

-2%

45%
-50%

 Implementing a Volunteer Time Off
Program to support volunteer
activities that enhance and serve thecommunities in which we live and
work.

%

100%

100%

0%

-

N/A

-

Key policies are:
 Carbon footprint monitoring; Carbon footprint of workbooks;
 Mandatory remote work day/week;

582,144.00 832,000.00 1,280,800.00 -30% -20%compared
to 2019
203%;
Covid-19
impacted

N/A+25%
per year6%-

 Implementing virtual training to
reduce air travel and hotel days;
 Use of LED light bulbs.
SocialTraining Attendance tracking in all
mandatory training; All employees trained on cybersecurity.
Discrimination  Applicant Tracking System (ATS)and equal
to manage the recruiting andtreatment
hiring processLocal
employment
anddevelopment

 Consideration of accessibility of
public transportation in making thebusiness decision to close the Kings
Langley office in the UK and open a
new location in Reading.

% of offices
accessible withpublic transportation

Total paid Volunteerh/Time Off (VTO)
employee
hours per employee(only CPI US)

3.58

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ESG
issue

ESG Risk/
Opportunity

Corruption Corruption
andand bribery
bribery

Key policies

KPIs

Unit

2022

2021

2020

 CPI maintains audited approved
segregation of duties and opentransactions/contracting (via on-line
contracting and DocuSign)% of identified CPI
staff trained andpassed on Foreign
Corrupt Practices Act(FCPA)

%

100%

100%

100%

0%

-

Number of lost
contracts due toethics

Nb

0

0

0

N/A

-

Total number ofactive Certified
Instructors/numberof learners

Nb

39,224/35,954/1,400,000

35,032/

N/A

40,000over
1,400,000

NPS

Nb

9%

50

 Full training on anti-bribery andcorruption (ABC)ESG
performance of
products

ESG
performanceof products
and services

Change(2021/ Target2022) 2024

 Regulatory authorities certify thequality of training Verification scheme to guarantee
confidence in training delivery for
future certified

1,400,000
7670

945,000

 External instructors’ acknowledgmentof CPI’s quality training

4.2.4.3 Main material ESG issue related
to the business model:
minimizing violence in the workplace
For 43 years, CPI has been at the forefront in training organizations
to be able to manage “life’s daily crisis moments”, whereby a childwith autism may be self-harming and needs to be stopped, or aperson enters an Emergency Room in a hospital yelling andthreatening other patients. Over the past four decades, CPI’s
training program has proven to significantly reduce the frequency
and severity of such events by 50%(1). Upon completing CPI
training, customers feel confident in de-escalating these events andare able to improve the culture of care, welfare, safety, and security
within their workplace.
Additionally, since 2010, CPI has been a leader in person-centereddementia care training for professionals serving those living withdementia. This includes both de-escalating distressed behavior in
the long-term care setting and, more importantly, delivering
therapeutic interventions that allow people with dementia to keep
living their lives as fully as possible. CPI’s training transforms theorganizational culture of care settings and reinforces
person-centered care delivery.
Currently, there are over 39,200 active certified instructors (CPI
customers) that train their co-workers, buy CPI products, andprovide coaching support. It is estimated that hundreds of millions
of people are impacted by CPI’s customers and are beneficiaries ofsafer, calmer and more caring hospital and school environments.
Upon completing CPI training, 95% of newly-certified instructors
report a material increase in confidence in managing crisis
moments, with the long-term effect of CPI customers reporting a
Net Promoter Score of 60 for our service to them.

(1) Customer survey from TechValidate conducted in August 2022.

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4.2.4.4 Climate approach
Climate change mitigation
In order to train CPI’s customers it is critical that CPI’s Global
Professional Instructors (GPIs) are able to meet their customers inperson, usually over a three-day period. This intensive program
includes content training, facilitation skills, product usage strategies
and testing. CPI’s 80 GPIs travel the world, meeting at customer
sites and in public settings, to perform these events. This consumes
carbon, as does the production and shipping of CPI’s training
materials.
CPI has been measuring its carbon footprint since 2021, with thehelp of a specialized consultant.
Based on this initial assessment, CPI has identified possible actions
to reduce its carbon footprint and set reduction targets.

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CPI’s carbon footprint
Scope

2022

2021

(1)

(1)

Change (%)

Scope 1 (tCO2 eq)

0

0

-

Scope 2 (tCO2 eq)

995

1,049

-5%

Scope 3 (tCO2 eq)

2,060

1,354

+52%

8.1

7.7

+5%

Intensity of Scope 1, 2 and 3 emissions per employee (tCO2 eq/employee)(1) Scope 1 is at zero as CPI does not have any direct consumption of fuel and data relating to any refrigerant gas leakages were not available.

Scope 2 (indirect)

Scope 3 (indirect)

Purchased electricity: 100%

Business travel: 43%
Inbound freight and distribution (transportation of workbooks): 26%
Commuting: 20%
Other items (waste, end of life of workbooks, etc.): 12%

The increase in Scope 3 emissions in 2022 is mainly due to anincrease in business travel with in-person training resumed on alarge scale following the Covid pandemic. In 2022, CPI performed
an analysis of projects that will help manage CO2 consumption andset a goal of decreasing CO2 consumption per employee by 10%(as measured in December 2024).

4.2.4.5 2022 highlights

 To achieve the reduction, CPI has embarked on two initiatives

CPI also focuses on its own employees and their care. It does thisby fostering a culture of employee health, safety and well-being
through robust workplace safety administration and training andeducation practices and programs. 2022 highlights for the US teaminclude:(starting in 2021):
 Minimizing page count in workbooks starting with our 2023

third edition workbook,
Developing and distributing fully electronic workbooks tonegate the printing and shipping of workbooks;

 Over the past two years, CPI has reduced page count by
2 million pages and has now appointed a consultancy firm toassist in the development of the workbooks that will go on salein 2024.
Adaptation – Climate risks and opportunities assessment
CPI completed a climate-related physical and transition risk analysis
in 2021.
CPI’s business is low-carbon and does not require specific raw
materials or infrastructure. It is therefore considered to have low
exposure to climate risks.

CPI added a record number of new certified instructors to its
membership, which now totals 39,000. These additional 3,000
instructors will now train, on average, 120,000 of their co-workers in
CPI’s skills and techniques.

 Achieving annual goal of 0 lost time incidents for employees;
 Implementing a paid Volunteer Time Off Program to support
volunteer activities that enhance and serve the communities inwhich we live and work. Fifty-one employees performed a totalof 211 hours of volunteer work at three nonprofit organizations; Implementing four Health and Wellness Days to address
employee health and wellness needs. A total of 6,361 hours
were taken by 206 employees.
The last two points are now in line with the rest of CPI worldwide interms of time allocated for mental wellness and volunteering.
Finally, in late 2022, CPI moved one of its key offices from Kings
Langley (UK) to Reading (UK). Using technology enablement, it wasable to reduce the total space needed in the London area andupgraded to a newer facility that is more ESG-aware, including
100% LED lighting.

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4.2.4.6 Reporting methodology

Specific indicators’ definitions

Reporting period Planned absenteeism: to calculate planned absenteeism, CPI

The period selected for the 2022 annual reporting is the calendar
year from January 1 to December 31, 2022.

North America used the total PTO (personal time off) granted to
employees in the United States. The PTO covers both absences
for illness and annual leave;

Reporting scope Departure rate: the departure rate is calculated as follows: 100 x

The reporting scope covers all legal entities in the United States,
the United Kingdom and Australia.

Estimated data for the carbon footprint

Reporting standards and choice of indicators
To monitor the progress of its environmental, social and societal
performance, Wendel and CPI have adopted key performanceindicators in connection with the CSR commitments at both Wendel
Group level and CPI level.
CPI’s non-financial information is verified by an independent third
party organization (see section 4.7 for the list of audited indicators
on CPI’s scope).
Greenhouse emissions are calculated and reported according to
the GHG Protocol standard. Scope 1, 2 and 3 emissions are
updated every year.

Specific scope
The indicator “Total VTO (volunteer time off) hours” refers to CPI
North America only, as the program is not yet developed more
broadly.

242  - 2022 Universal Registration Document“Total number of leavers”/“Headcount - Over the year”.

 Energy consumption has been estimated based on the surface
area of each office; Freight: upstream freight has been estimated based on the
suppliers’ addresses and the weight of the total workbooks
purchased. Downstream freight has been calculated based on
the transport spend.

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ESG performance of controlled investments — ACAMS

4 #
4.2.5.1 Presentation of the company’s activity
2022 paved the way for new possibilities at ACAMS, as the world leading membership organization for anti-financial crime professionals
officially became part of the Wendel Group portfolio of companies in March 2022. This change brought new opportunities regarding theway in which the organization operates, while maintaining the same steadfast commitment to ACAMS’ mission to end financial crime anddrive strong environmental, social and governance (ESG) outcomes.
GENERAL INFORMATION

Activity

Continuing Professional Education, Best in Class Peer Network,
Thought LeadershipSales$98.4 million(1)Sales by region

Americas: 50.7%
EMEA: 25.0%
Asia-Pacific: 24.3%

Sales by market

B2B: 51.5%
B2C: 48.5%

HEADCOUNT

Number of employees

303

Headcount by region

Americas: 59.2%
Asia-Pacific: 22.7%
EMEA: 18.1%

OTHER INFORMATIONIn Wendel’s portfolio since

2022(1) Unaudited figures.

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4.2.5.2 ESG Roadmap
ACAMS is committed to cultivating platforms that improve and strengthen the quality of financial flows for the benefit of environmental,social and governance progress globally.
ESG Risk/
opportunity

Non-financial risks
related to the company’s activity

Health & Safety

As a fully remote organization, there is  Develop and execute a comprehensive % of employees covered by
the annual pulse anda risk of employee morale,
people strategy to address risks
engagement surveys to gauge
engagement, productivity, andrelated to a fully remote working
engagement levels
mental health being impacted if
environment
appropriate steps are not taken
 Organize and execute team building Monitor % of employees that feeland engagement activities, withsatisfied or very satisfied at work
a focus on the leadership teamduring the annual employee
meeting with their global teams
survey (%)

Key policies

KPIs

Unit

2022

%

80%

%

60%

Proportion of womenamong Board members (%)%

43%

Proportion of womenamong managers (%)%

49%

tCO2 eq/
employee

1.22

 Provide Mental Health Support &access to wellness resources
e.g., gyms and counseling Engagement Committees to besupported and encouraged tocontinue facilitating in-person events
Diversity &Gender Parity

Climate change

Business Ethics

ESG Performanceof products
and services

While ACAMS is currently
well-represented and diverse,
there is a need for adequate
policies/practices to be in place
to maintain the diversity profileof the talent pool

 Maintain a good gender balance

Employee travel generates carbon
emissions (Scope 3). ACAMS must
demonstrate that it is making
efforts to contribute positively to
reducing carbon emissions

 Measure its carbon footprint Define a reduction target after thisfirst year of carbon reporting

Intensity of GHG emissions
over the year (Scopes 1, 2, 3)

ACAMS transacts directly with
 Risk assessment interviews
governmental agencies and Issue of a Code of Conduct
state-owned enterprises that may
represent corruption risks. ACAMS’ Launch of ACAMS values corporate clients and vendors could
Purpose, Integrity and Partnership –also represent an external corruption
to reinforce the importance ofrisk during sales processes.
integrity at the workplace

Percentage of employees having
followed training on Anti-Bribery
and Corruption

%

100%

Proportion of employees
who signed the Code of Conduct

%

100%

The ACAMS ecosystem and ESG
programs share a common goalof improving the quality offinancial flows

Net Promoter Score

Nb

48

Number of ACAMS members

Nb

100,620

Number of AFC professionals
certified during the yearNb

62,927

Number of jurisdictions covered

Nb

194

Number of people enrolledin free social training "Ending Illegal Wildlife Trade"

Nb

6,606

Number of people enrolledin free social training "Fighting Modern Slaveryand Human Trafficking"Nb

14,442

Number of products updated
over the year%45%

 Conduct a regular review of all
products and services to ensure
these are up-to-date and help
improve the quality of financial flows
 Ensure the products reflect
legislative and regulatory changes
 Maintain best-in-class Global Faculty
for conferences and training
 Ensure the examination process
is robust with guidelines in place
to monitor leaks
 Develop social impact training

Data for 2021 are not available as ACAMS joined the consolidated scope of Wendel in 2022. The objectives for each of the issues will bedefined at the end of 2023 on the basis of an initial data history.

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4.2.5.3 Main material ESG issue related
to the business model of ACAMS:
performance of services
and impacts on society
ACAMS remains steadfast in its mission to fight financial crime, andultimately aid in stopping the subsequent harm to the world that is
associated with illicit finance, such as modern-day slavery and theillegal wildlife trade. Reducing financial crime would have a
profound impact on society as a whole, helping to promotenational security and financial integrity, protect the lives ofwould-be victims, and mitigate environmental damage and its
knock-on effects.
Through its training programs, certifications and certificates, global
peer-to-peer networking events and thought leadership initiatives,
ACAMS’ ability to improve and strengthen financial flows while
protecting the world’s most vulnerable populations andbiodiversity remains unparalleled across the industry. ACAMS
operates with a great sense of pride and responsibility toward its
mission and the stakeholders it serves.
With over 100,000 members spread across more than 180
jurisdictions, and more than 63 global Chapters, ACAMS advanced
its mission in impactful ways this past fiscal year through the launchof more than 70 new or updated certifications and certificates, andmore than 10 large-scale events hosted across the Americas, EMEA
and APAC. Its best-in-class expertise, global faculty and strong
talent equip the organization with a competitive advantage andsolutions that serve in advancing its mission and societal impact.
By educating, informing, and convening the anti-financial crime(AFC) community, and through its flagship events and seminars,
training programs, certifications and certificates, ACAMS is making
an outsized impact on the economic and social progress ofcommunities around the world.
Operating and partnering with purpose to strengthen global
financial ecosystems
The organization’s impact is expanded further by its facilitation ofcross-sector collaboration and partnerships.
Notably in 2022, ACAMS joined forces with several respected
partners to safeguard the integrity of the financial system, including
FELABAN, Latin America’s leading banking federation. ACAMS andthe Bogota-based organization worked together on training AFC
professionals throughout Latin America on compliance bestpractices and emerging risks related to money laundering andother forms of illicit finance. The initiative offers globally recognized
ACAMS training certifications to compliance practitioners across 18
Latin American countries and more than 600 of FELABAN’smember institutions in the region’s banking and payments sectors.

4

The same year, ACAMS and US Homeland Security Investigations(HSI) partnered on a ground-breaking report to combat organizedretail crime, the large-scale theft of retail merchandise with theintent to resell items for financial gain, which is a growing economic
and public safety concern.
The joint report – Detecting and Reporting the Illicit Financial Flows
Tied to Organized Theft Groups (OTG) and Organized Retail Crime(ORC) – highlights red flags associated with organized theft groups,
including structured deposits and withdrawals, large purchases ofstored-value cards, high-dollar wire transfers tied to wholesalecompanies involved with health and beauty supplies, and large
purchases of lighter fluid or heat guns, among others. The report
also serves as a guide for law enforcement investigators andanti-financial crime (AFC) professionals, outlining how organized
theft groups steal and resell retail goods through online
marketplaces and front companies and launder an estimated$69 billion in illicit profits through the US financial system andtrade-based money laundering (TBML) schemes each year.
Additionally, ACAMS established a partnership with TRAFFIC, aleading non-governmental organization that works to ensure
wildlife trade is not a threat to the conservation of nature. Throughthis partnership, ACAMS enabled the localization of vital training in
key markets – China and Japan – to propel efforts related to ending
illegal wildlife trade by launching the “Ending Illegal Wildlife Trade- A Comprehensive Overview” certificate in Simplified Chinese(SCH) and Japanese.
ACAMS Chapters are a testament to the simple truth that financial
institutions and governments are most effective at fighting illicit
finance when they collaborate, communicate and partner with one
another. Through ACAMS Chapters, AFC professionals have a
network of peers that can work together in identifying andreporting money laundering, terrorist financing, sanctions evasion,and other illicit activity in their respective regions. Chapter
members can build on their compliance knowledge to better
mitigate their institutional risks, protect those vulnerable individuals
who have fallen victim to criminal groups, and ultimately save lives.
In 2022, two new Chapters were established in Italy and East Africa,
bringing the total number of ACAMS Chapters to 63. The ACAMS
East Africa Chapter includes co-locations across Kenya, Rwanda,
Somalia, Tanzania and Uganda.

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Each Chapter provides a platform for the education andprofessional development of AFC and sanctions compliancepractitioners and aims to drive collaboration among private-sector
institutions, regulatory bodies, law enforcement agencies, andother organizations engaged in combatting illicit finance.
Empowering individuals to protect and transform communities
ACAMS believes that diverse perspectives and cultural experiences
help strengthen the world around us. Across the financial sector,
diversity enables different perspectives to drive new solutions toproblems, ultimately reducing risks, strengthening compliance, andprotecting our global communities.
In support of this perspective, ACAMS seeks to drive long-termchange that enables diverse perspectives to flourish. This includes
creating opportunities for underrepresented professionals
pursuing a career in financial-crime prevention.
ACAMS remains eager and intentional in serving as a change agent
across various diversity, equity, and inclusion (DEI) issues. In 2021,
as part of its wider DEI commitment, it launched the ACAMS
scholarship awards to better equip and empower professionals
from diverse backgrounds to advance their financial crime
prevention careers.
ACAMS continued its efforts in 2022 with the launch of a newscholarship program specifically designed for minority
professionals seeking to enroll in the new Certified Cryptoasset
Anti-Financial Crime Specialist (CCAS) certification program. This
past year garnered more than 679 applicants across 100 countries.
Through its scholarships, and with more than 60 awarded to date,
ACAMS aims to advance and elevate the personal and professional
development of aspiring BIPOC compliance professionals by: creating

development opportunities
recognized qualifications;toacquireglobally helping to expand their compliance toolkit to address emerging
threats and trends in anti-financial crime;

 providingaplatformforpeer-to-peer

networking

andmentorship.
Scholarships are selective and based on various factors. Award
recipients must demonstrate a passion for compliance andcryptoassets, and have a deep commitment to create a positive
impact in both their personal and professional growth bycompleting the CCAS Certification. Additionally, all awarded
recipients must exude ambition, drive, and passion.

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As a large international membership organization with over
100,000 members across 180 jurisdictions, scholarship recipientsjoin a dynamic global community of like-minded professionals that
aim to enhance and protect the organizations and communities inwhich they live and work. Scholarship recipients also benefit fromthe global visibility and recognition that ACAMS’ global platforms
provide.
Cultivating solutions that protect the world’s most vulnerable
and biodiversity
Anti-financial crime professionals are in the unique position ofprotecting not only the integrity of the financial system, but also theglobal ecosystem, as they investigate the transactional and trade
networks used by criminal syndicates to generate billions of dollars
in illicit proceeds every year.
To remove barriers to continuing professional education and to
expand access to guidance on the latest threats impacting society
and our global communities, ACAMS, in partnership with several
global specialist organizations − Finance Against Slavery &Trafficking (FAST) Initiative at the United Nations University Centre
for Policy Research (UNU-CPR), World Wide Fund for Nature(WWF), Basel Institute on Governance, United for Wildlife, The
Royal Foundation of the Duke and Duchess of Cambridge − firstlaunched a series of free-of-charge social-impact certificates to fighthuman trafficking and the illegal wildlife trade in 2020. Subsequent
additions were made in 2021 with the support of Wildlife JusticeCommission and the Polaris Project. Since the launch of the social
impact certificates, more than 40,000 individuals have enrolled
across 150 countries.
These certificate courses teach compliance and anti-money
laundering (AML) professionals how to identify and track financial
activity linked to the illegal wildlife trade and modern slavery, as
well as how they can safeguard against the exploitation of theformal financial sector. Ultimately, participants learn how to flag
and investigate financial flows potentially linked to the estimated$23 billion in illicit IWT proceeds generated each year.
In 2022, ACAMS further expanded the reach of its “Ending Illegal
Wildlife Trade – A Comprehensive Overview” certificate programwith translations in both Simplified Chinese and Japanese.
Geopolitical trends and events, including the rise of virtual assets
and the Covid-19 pandemic, can also drive ESG-related initiatives
at ACAMS.

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4

As part of its efforts to mitigate the illicit-finance risks associatedwith blockchain technology, ACAMS launched a new training
certification for AFC professionals engaged with the virtual-asset
sector, the “Certified Cryptoasset AFC Specialist (CCAS)”
Certification. Designed to support AFC practitioners across an arrayof stakeholder organizations − from virtual-asset service providers
to law enforcement agencies to banks − CCAS trains candidates on
topics and strategies to prevent the criminal exploitation of
cryptoassets and shield firms from regulatory risks and reputationalharm.

As a result, ACAMS synthesized these findings andrecommendations in its 2022 whitepaper − which was alsotranslated into Chinese − “Environment, Social, and Governance(ESG) and Anti-Financial Crime (AFC) Convergence; Managing AFC
Risk: Applying the ESG Framework to Stop Illicit Financial Flows.”
The whitepaper aims to deliver upon a few key areas: (1) help AFC
professionals to understand the role they can play in helping
organizations build-out ESG functions; (2) link current AFC
processes to ESG frameworks; (3) share lessons learned from AFC
deployments to make a meaningful impact to save the planet.

Through coursework focused on anti-money laundering (AML)
controls and risk-management policies and procedures, learners
master such topics as the types and characteristics of different
blockchains, common illicit-finance typologies in the crypto space,
Know-Your-Customer standards and best practices, strategies tomonitor and track related blockchain payments, and relevant
applications of machine-learning and artificial-intelligence tools.

Additionally, ACAMS further offered ESG-related guidance andexpertise at events with the session: “It’s Only Natural: Using ESG
Practices to Manage Financial Crime Risk.” This panel session, which
incorporated a regulator, the New York department of Financial
Services and industry leaders, provided perspectives and counsel
on how to utilize financial intelligence to identify high risk
customers with ties to environmental crimes that hasten climatechange, such as illegal logging and waste trafficking, how tointegrate ESG protocols into risk management models tostrengthen oversight in areas such as supply chain investigations
and detect criminal activities such as trafficked labor, and how tostay up to date with the latest ESG regulations, including theFederal Reserve’s new reporting requirements, and adjusting theinstitutional risk management system accordingly.

Additionally, as part of its efforts to strengthen anti-money
laundering (AML) programs around the world, ACAMS, during theperiod under review, launched a new module of its ACAMS Risk
Assessment™ software-as-a-service solution for money services
businesses (MSBs), including those offering virtual-asset products
and services. The new module gives MSBs a standardized means ofunderstanding, measuring, and explaining the money launderingrisks impacting their business via a comprehensive view of their
AML, Sanctions, and Suspicious Activity control programs. Utilizing
a risk-based approach, the software solution helps institutions toassess and measure their money-laundering risks across products,
services, delivery channels, customer types, and geographies.
Furthermore, in June 2020 and later in July 2021, the Financial
Action Task Force (FATF) published guidance on the illegal wildlife
trade and environmental crime, heralding interest to incorporated
ecological issues. When added to existing published research on
human trafficking, labor exploitation, illicit gold mining, andfinancial inclusion, it is clear that ESG will play a larger role inanti-financial crime as it intersects with the FATF’s guidance on
environmental and social issues. The aim of both anti-financial
crime and ESG is to improve the quality of financial flows while
promoting sustainability and responsibility.

4.2.5.4 Climate-related issues
 Climate change mitigation
In 2022, under the guidance of Wendel, ACAMS completed its firstcarbon footprint. This first exercise confirms that ACAMS’ activity isvery low carbon intensive, with just 1.22 tons of CO2 emissions per
employee.
For 2022, ACAMS was a fully remote organization and will continue
being so for the foreseeable future. Employees have access to
global pods located in three continents – the Americas, APAC and
EMEA. The Americas pod, located in Washington DC, also serves
as the global HQ. Scope 1 and 2 emissions are therefore
considered as null. Emissions related to energy consumption usedby computers when employees work from home have been
estimated in Scope 3.
The most significant emissions are related to business travel for the
purpose of attending ACAMS conferences, business meetings andconvening events such as public-private sector roundtables. They
represent 81% of ACAMS' total emissions.

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ESG performance of controlled investments — ACAMS

Scope

2022

Comment

Scope 1 (tCO2 eq)

0

In 2022, ACAMS was a fully remote organization

Scope 2 (tCO2 eq)

0-

Scope 3 (tCO2 eq)

371

81% related to business travel (cat. 6)
17% related to employee commuting (cat. 7)
1% related to purchased goods and services (cat. 1)

Intensity of Scope 1, 2, 3 emissions per employee(tCO2eq/employee)

1.22

Given this first carbon footprint assessment exercise and its low
carbon intensity, ACAMS has not yet defined an emissions
reduction target.

 Climate change adaptation
ACAMS business is low-carbon and does not require specific raw
materials or infrastructure. It is therefore considered to have low
exposure to climate risks. Considering its area of activity and its low
exposure, ACAMS has not taken or planned any specific adaptation
measures.

4.2.5.5 2022 highlights
In March 2022, ACAMS was acquired by the Wendel Group, whichbrought new opportunities to the structure and governance of theorganization, and, with the help of several key senior leadership
appointments, made significant progress to transition to a
standalone organization and further build capacity for agility,
growth, and impact for the years to come.
As part of its capacity building, the organization focused on thebuildout of standalone support services teams – such as humanresources, legal, finance and IT – to further enable progress forbusiness ethics and the health, safety, and well-being of its
employees.
Additionally, through the integration with the Wendel Group,
ACAMS
establishedits
first-everESGroadmap
andcarbon-footprint analysis that will be fundamental in driving
performance and societal impact for years to come.

4.2.5.6 Reporting methodology
Reporting period
The period selected for 2022 annual reporting is the calendar year
from March 11 (the acquisition date of ACAMS) until December 31,
2022. Data are presented as of December 31, 2022.

Reporting scope
The reporting scope covers 100% of ACAMS employees.

Reporting standards and choice of indicators
To monitor the progress of its environmental, social and societal
performance, ACAMS has adopted key performance indicators thatare material for ACAMS and consistent with the CSR commitments
at the Wendel Group level.
The ESG risk matrix presented below was approved by the Audit
Committee in November 2022.
ESG KPI data are presented for a single year, as this is the first yearof ESG reporting. For this first year of reporting, ACAMS’
non-financial data was subject to a mock audit.
Greenhouse gas emissions are calculated and reported according
to the GHG protocol standard. Scope 3 only includes businesstravel of employees, work-from-home energy use and some service
purchases. It does not include emissions related to the travel ofparticipants going to training courses or conferences organized by
ACAMS, and does not include all purchases of products andservices.

Specific indicator definitions

 Turnover rate: The formula used is “Number of departures(voluntary and involuntary)”/”Headcountexcludes interns and temporary employees;

atyear-end.”It Number of jurisdictions covered: A jurisdiction is considered“covered by ACAMS” if ACAMS had at least one transaction inthat jurisdiction over the past year; Number of products updated over the year: Includes the total
number of updates over the year in relation to the total numberof products. This includes certifications, examinations and newtranslations; Numberof “Ending Illegal Wildlife Trade” certificates“purchased” and Number of “Fighting Modern Slavery and
Human trafficking” certificates “purchased”: These certificatesare sold for 0 USD;

 Employee engagement (% of employees covered by the annual
pulse and engagement surveys to gauge engagement levels, %of employees that feel satisfied or very satisfied at work during
the annual employee survey): These indicators are calculated
and provided by an external third-party;

 Net Promoter Score: This indicator is calculated and provided
by an external third-party.

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Issues specific to Wendel SE4 ;;=-;;8-+1.1+<7'-6,-4C#
Wendel SE includes the business as an investment company(investment teams and support services) representing 89
employees working at three offices in Paris, New York andLuxembourg.
The material non-financial risks identified for this business are as
follows:

 risks

relating to human resources: Section 4.3.1 – HR
performance: fostering commitment, well-being, support,
employability and inclusion;

 risks relating to the non-independence of governance bodies
and control mechanisms and risks relating to business ethics:
Section 4.3.3 – Governance and business ethics.

Wendel’s ESG approach is based on responsibility and is rooted ina firm belief in the core values of Engagement, Excellence, andEntrepreneurial Mindset.
These values guide Wendel’s behavior both as an investor and as acompany in order to accomplish its mission: partnering withentrepreneurial teams to build sustainable leaders whose
long-term performance will create value for all stakeholders.
To this end, and as part of the new ESG strategy published at the
beginning of 2020, the main thrust of which is set for 2023, Wendel
has defined, in addition to its objectives as a long-term investor, an
ESG roadmap for the Wendel SE holding company.

In addition to these main non-financial risks, this section also
includes a section dedicated to the environmental performance ofWendel SE, section 4.3.2 – Environmental performance.

Wendel as a responsible investor

Wendel as a responsible company- Invest to support the prosperity and transformation of companies
that respect society and the environment- Uphold the highest governance, ethics, environmental andoperational management standards- Guarantee HR performance through commitment,
well-being and inclusion- Support our portfolio companies in their ESG ambitions
and performance

4.1.5 Wendel Group’s ESG strategy
4.2 ESG performance of porfolio companies

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Issues specific to Wendel SE "8-:.7:5)6+-.7;<-:16/+7551<5-6<?-44*-16/;=887:<-5847A)*141<A)6,16+4=;176
As part of the ESG strategy published at the beginning of 2020, the main thrust of which is set for 2023, Wendel has set the following
objectives in relation to human resources:2023 objective
SocialGenderbalance

2020

2021

2022

Maintain or achieve gender balance, defined as maintaining a percentageof women of between 30% and 60% at all levels% of women among all employees

54%

57%

60%

% of women in management positions

37%

42%

40%
45%

% of women in investment teams

37%

42%

% of women on the Executive Board

0%

0%

0%

% of women on the Investment Committee

33%

29%

33%

% of women on the Management Committee

45.5%

40%

44%

% of women on the Coordination Committee

26%

21%

22%

% of women on the Supervisory Board

45%

50%

40%

10.00

20.00

23

Conduct an annual review of progress on diversity
Number of diversity-related reviews conducted annually by Wendel’s governance bodies(Committees, Executive Board, Supervisory Board)

Responsible
Sourcing

Training

Quality of life
at work

Societal

Partnerships
withassociations

Review of salary differences between men and women over the year [yes/no]

Yes

Yes

Yes

Review of systems for promotions and appointments over the year [yes/no]

Yes

Yes

Yes

Review of hiring rates of men and women over the year [yes/no]

Yes

Yes

Yes

Deploy a responsible purchasing approach –% of suppliers with a third-party ESG label

N/A

27%

21%

Deploy a responsible purchasing approach –% of suppliers with a responsible purchasing approach

N/A

51%

47%

100% of employees to formalize a skills development plan

100%

100%

100%

100% of employees to receive non-mandatory training each year,
in line with their career development plan objectives

98%

99%

96%

Hours of non-mandatory training (soft skills or technical, in alignment with employee careerdevelopment objectives)

29.5

29.5

30.8

Conduct quality-of-life-at-work surveys every two years, starting in April 2020

Yes

Yes

Yes

Employee participation rate in the survey on the quality of life at work (%)

60%

81%

88%

Formalize and deploy employee well-being at work action plans addressing
survey findings – number of measures implemented

6

9

9

Establish long-term partnerships with at least two organizations – Number of long-term[>2 years] partnerships formalized with non-profits [with localization]

3

2

3

Amounts (in thousands of euros) paid to different community/philanthropic projects

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Issues specific to Wendel SE

1.

Main risks related to human resources
and policies

2.

4Composition of Wendel’s workforce

As of December 31, 2022, Wendel and its holding companies
employed a total of 89 people.

Promoting a culture of integration, supportand diversity to promote well-being
and performance at work
Risks related to Wendel’s human resources
NB: This section covers all of Wendel’s priority human resources
risks identified via the risk matrix (Key people, Talent acquisition andretention,
Compensation,
Work/life
balance,
Combatingdiscrimination and promoting diversity, Support for teams in thecontext of a health crisis).
Risk description

Attracting and retaining talent over time is a key factor in theGroup’s success.
Wendel operates a service business which demands a high level ofskills and commitment from its employees. On a daily basis,
employees must foster good relations with the portfolio
companies, with whom they must maintain a constructive dialogue
on all strategic issues related to the activity of the Company, andthey must enable Wendel to achieve its mission.

The Luxembourg-based company (established in 1931) mainly
engages in AIFM-regulated activities and is a holding company. Its
United States branch was established in 2013 and is dedicated toinvestment research and/or support of the Group’s companies.

In France
Wendel employs 67 people in France divided between theInvestment, Management, and Corporate teams (including thefollowing support functions: Finance department, Legal
department, General Secretariat, Tax department, Sustainable
Development and Communications department, Internal Audit
department, Human Resources department and the IT and General
Resources department). Among these “Corporate” functions, theInvestment teams are regularly supported by a team of experts on
investment/divestment operations in France and abroad.
In 2022, Wendel employed one person on a fixed-term contract(vocational contract) and ten temporary employees, including one
person who was subsequently hired on a permanent basis. For
2022, as in the previous year, fixed-term contracts are included in
the social data presented in this chapter, but temporary workers are
excluded.

Dec. 31, 2022

Dec. 31, 2021

Non-executive
employees Managers

Total

2021-22 Non-executive
changeemployees Managers

Total workforce

6

61

67

+8%

6

56

62

of which women

3

37

40

+11%

3

33

36

3

24

27

+4%

3

23

26

New hires

1

10

11

+38%

0

8

8

of which women

1

6

7

+17%

0

6

6

0

4

4

+100%

0

2

2

Departures

0

6

6

+20%

0

5

5

of which women

0

3

3

-

0

3

3

0

3

3

+50%

0

2

2

Employees with an employment contract in France:
headcount and changes

men

men

men

Total

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Issues specific to Wendel SE

Outside France
The holding companies and offices outside France are located in Luxembourg and the United States and have 22 employees, more than
40% of whom are in investment teams (investors, office managers and assistants). The rest of the teams work primarily in financial and legal
activities at the holding company in Luxembourg.
Country

Workforce at Dec. 31, 2022

2021-22 changeof which women

2021-22 change

France

67

+8%

40

+11%

USA

9

0%

5

0%

Luxembourg

13

0%

8

+14%

TOTAL

89

+6%

53

+10%

3.

Talent management

Key people – Talent acquisition, development
and retention
Due to its streamlined workforce, Wendel must ensure that its
business is not affected by the departure of key people. A process
aimed at anticipating and supporting career development within
the Company is in place to set clear milestones for each individual’s
professional development and encourage the development of
talent. The aim is to support and accompany those who will be able
to make a major difference in their current role, in order to take onother functions and responsibilities to ensure the development andcontinuation of the Company’s activities. Gender balance isnaturally integrated into this process. In line with Wendel’s gender
diversity policy, successors are appointed based first and foremoston their aptitude for the role.
These steps, along with a compensation policy that is fair andaligned with the market, allow the Group to anticipate the risks
associated with the development of its organization. As well as
performance, annual employee skills and objective appraisals focus
on transparency and progress, while taking personal development
and teamwork into account.
Wendel also develops an annual individual and collective training
offering adapted to the expectations and profiles of its employees,
continually improves the appeal of their working conditions,introduces attractive employee benefits, and actively promotes
diversity in the workplace.

Training
Professional training and skills development
Wendel considers the development of its employees’ skills andexperience to be essential to their employability, which makes it apriority. The importance of this issue is underlined by the fact thatthe percentage of employees who have attended at least one
non-mandatory training course per year is a criterion for calculating
the annual profit-sharing allocation, as is the percentage of
employees with clear and measurable individual objectives set by
their manager for the following year.
The 360° feedback process set up in 2018 has improved the qualityof employees’ individual objectives and allowed for training plans
to be adjusted.
Wendel ensures that its employees develop their skills, in particular
by offering individualized training in line with the Company’s
strategic direction. In order to promote the employability of its
teams, training leading to a certificate or diploma is encouraged:

 in 2022, Wendel continued the partnership developed withmajor international business schools, including Insead andHarvard Business School. Since the implementation of thisprogram, eight employees in management roles have received
leadership or strategic training related to their missions; at their request, several employees have had the opportunity toresume studies financed by Wendel, leading to a recognizeddiploma (bachelor’s or master’s degree) and careerdevelopment. Most of this training took place during theemployee’s working hours. As of December 31, 2022, six people
were involved.
To enable each employee to develop their expertise, Wendel puts
the emphasis on “job-related” training, i.e., training focused on a
specific aspect of their profession, as well as personal developmenttraining. In total, these job-related training courses represented
23% of the overall volume of training hours. Personal developmenttraining represented 32% of the training provided.

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Issues specific to Wendel SE

Strengthening ESG training in 2022:
This year, Wendel supported the deployment of its CSR policy witha dedicated training program. Virtually all employees attended a“Climate Fresk” training session to understand the scientific basis ofclimate change. Fighting climate change is one of the Group’s four
ESG priorities. The Supervisory Board also received CSR training.
Two employees will achieve CESGA certification (ESG analysis
certificate) in 2023, after completing training that began in 2022,
and one employee is enrolled in the Carbone 4 training courses (onclimate and finance and carbon footprints).
ESG-related training totaled 281 hours in 2022, or about threehours of training per person, and another 209 hours have alreadybeen planned for 2023.

42022 key figures 2,898.8 hours of training 95% of employees trained
 31 hours on average per employee
 6 employees are enrolled in or have completed a graduatelevel training course 89.9% have received training on ESG issues, including 100%of the members of the Coordination Committee*

 2.2% of payroll dedicated to training* Workforce excluding long-term absences.

Tracking of training hours
Indicators

2022

2021

2020

Percentage of employees trained

95.5% (all countries)
92.5% (France)

98.8% (all countries)
98.4% (France)

97.6% (all countries)
100% (France)

Training hours per employee

30.8 (all countries)
31.12 (France only)

29.5 (all countries)
30.56 (France only)

29.5 (all countries)
25.08 (France only)

Compensation

Employee shareholding

For France, total cash compensation (base salary, variable
compensation and individual job-related bonuses) paid in respectof 2022 was approximately €20 million.

As of December 31, 2022, current and former employees(excluding members of the Executive Board) held 0.30% ofWendel’s share capital in the FCPE Wendel mutual fund and
0.49% of Wendel’s share capital in the PEG in pure registeredform.

Wendel’s salary policy uses several levers to ensure that employee
and shareholder interests are aligned, including the variable
component of compensation, profit-sharing (in France) and theemployee shareholding scheme, open to all employees. This
convergence of interests is a key component of the corporate
culture.
Each year, Wendel reviews its employees’ compensation according
to their duties, skills, experience and the market. Variable
compensation is awarded based on the individual and collective
performance of teams and the Company as a whole.

Whether through the Group savings plan, which most employees
have benefited from for more than 30 years, or through theallocation of performance shares and/or stock options since 2007,
Wendel has always promoted employee shareholding as a key
value for establishing a long-term partnership with its employees.
The allocation program aims to involve Wendel’s employees in the
Company’s strategy and encourage their interest in its long-term
performance. 82 of the Company's employees were shareholders
as of December 31, 2022.

In France, most employees have been awarded an exceptional
value-sharing bonus (formerly known as the purchasing power
bonus) in accordance with the legal provisions in force. Thisapproach had already been implemented in 2019 and 2021, being
renewed in 2022.
Lastly, Wendel offers very comprehensive death and disability
insurance to its employees and their families, financed largely by
the Company.

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Issues specific to Wendel SE

The Group savings plan

Allocation of stock options and performance shares

The Wendel Group savings plan is a collective savings scheme thatgives employees of Wendel France and Luxembourg theopportunity to build up personal savings through units in FCPE
mutual funds.

88% of employees worldwide on the grant date received stock
options and/or performance shares. These allocations are subject
to presence and performance conditions.

The FCPE Wendel mutual fund undertakes to invest between 95%
and 100% in Wendel shares and its share value is intended to track
the Wendel share price.
In 2022, employees were able to participate in a capital increase in
October. A total of 37,057 shares out of the 37,500 authorized by
the Shareholders’ Meeting of June 16, 2022 were subscribed by
89% of eligible employees. This year, employees were once again
able to benefit from a 30% discount and their voluntary payment
was increased up to the maximum legal ceiling.

A history of stock option and performance share plans is provided
in Tables 6, 7 and 9 of the Afep-Medef Code presented in
section 2.2.2.2.
The following table indicates, for the period from January 1 to
December 31, 2022:

 the total number of options granted to the ten employees(excluding Executive Board members), who were individually
granted the largest number of options;

 the total number of options exercised by the ten current andformer employees (excluding members of the Executive Board)
who individually exercised the greatest number of options.
Total number

Weighted average
strike price

Options granted during the year to the ten Group employees
who were granted the largest number of options

18,667€84.27

Options exercised during the year by the 10 employees and former employees
who purchased or subscribed the highest number of options

20,750€66.45(1)(1) In 2022, these options were exercised at a price of €54.93 (W 5 plan) and €82.90 (W 6 plan).

Employees were awarded performance shares through two
different plans. The ten largest beneficiaries among the Group’s
employees (excluding members of the Executive Board) were
granted 117,237 shares, a cumulative total for the two performance
share plans granted to employees during the year.

4.

Well-being at work

Work-life balance, working conditions
and mental health risks“Perecol” pension plan

As an employer, Wendel must ensure that its employees’ working
conditions promote a positive work-life balance. This balance also
guarantees their long-term commitment and investment in the
Company’s goals.

As of December 31, 2022, 43.27% of employees present had
invested in the Perecol.

In France

Offering additional pension benefits

In 2010, a “Perco” Company pension plan was introduced for
employees in France. Its purpose is to enable the Company’s
beneficiaries to build up savings in the form of a collective portfolioof securities, with the Company’s help, and to benefit from theadvantages associated with this form of collective savings byoffering a supplementary financing mechanism for their retirement.
In accordance with the PACTE law (on the growth andtransformation of companies), in order to harmonize and simplify
retirement savings products, in 2021 Wendel transformed the
PERCO plan into a PERECOL (Plan d’Épargne Retraite d’Entreprise
Collectif – Collective Company Retirement Savings Plan), providing
its employees with more favorable measures.
The Company tops up certain contributions up to the legal limit.

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Managers aim to optimize working conditions and relations byproviding support through close dialogue with employee
representatives (CSE) and an end-of-year review process thatencourages information sharing, and aims to optimize working
conditions and relations. In this way, Wendel can implement themeasures that most closely meet staff expectations.
Family policy

Since 2010, Wendel has helped employees achieve a betterbalance between their work and family lives by offering fundedchildcare places to employees who request them. In 2022, Wendel
financed daycare for eight children, benefiting seven employees. In
2021, a parenting platform was opened for employees. This service
offers parental coaching, an additional childcare offering, examples
of workshops for children of different ages, support for new parents
and conferences.

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Issues specific to Wendel SE

Key figures:

 100% of requests for daycare places fulfilled 32 daycare places funded over the last five years Additional salary for maternity and paternity leave paid at
100%

4plans. In the United States, a Health Equity program has been
deployed and is open to all employees. This program allows for the
harmonization of health and welfare benefits offered by Wendel
under very advantageous conditions.
A catalog summarizing the various benefits is also available foreach country.
Surveys on quality of life at work

Wendel’s Remote Work Charter aims to offer flexibility toemployees who wish to work from home. In this context, Wendel
remains vigilant with regard to the application of the Charter on theright to disconnect.
Other benefits

Furthermore, in addition to the part of the budget of the Social andEconomic Committee (SEC) for social and cultural activities(e.g.(1), holiday vouchers, gift vouchers, discounted movie
tickets, etc.), Wendel offers various individual and collective
services: contributions towards sports lessons, CESU vouchers(which can be used to pay for services such as cleaning orchildcare) and regular, comprehensive health check-ups.
As in the previous year, many benefits were introduced or revised
by Wendel to anticipate and better meet employees’ needs:
introduction of breast cancer screening check-ups, paid for by
Wendel; screening check-ups for various other medical conditions
for employees over 40, paid for at 50% by the Company; revision of
the services included in medical check-ups; increase in the daily
amount of meal vouchers; introduction of a concierge service forcertain employees offering Amma-assis massages; setting up a
voluntary Covid-19 vaccination campaign; offering more varied
sports classes on the premises with extended schedules; andsetting up a health and well-being conference followed byindividualized and personalized well-being check-ups with a
top-level athlete.
To highlight the benefits available to its employees and to ensure
total transparency, the Company has published a catalog
summarizing the benefits by country. This is regularly updated.
Outside France
Outside France, Wendel strives to provide similar benefits in linewith local practices (e.g., quality healthcare coverage, contribution
to the cost of gym membership, etc.).
In line with what has been done in France, the Company has
initiated a process to review and improve the benefits offered in the
United States and Luxembourg. The pension plans of bothcountries have therefore been completely revised and are now
much more beneficial to the employees who subscribe to theseWendel wants to introduce a process for continuously improving
quality of life at work. With this in mind, the Company decided torenew its survey to assess mental health risks in 2022. Although thisis a requirement under French law, the Company has opted toextend it to all its international offices.
The purpose of this survey was to measure, anticipate and monitor
potential workplace risks and to compare the results with thoseobtained during the first survey conducted in January 2020. It also
aimed to estimate the stress levels of employees with regard toeach of the topics evaluated: work environment, relationships atwork, pace and workload, content of the job, perception of thepresent and the future, and working during a pandemic (this last
topic was a new addition to the 2020 version of the survey).
At 88%, the participation rate was very significant and verysatisfactory.
The results were very positive and represented an improvement on
the 2020 results. It should be noted that according to the survey,
age, seniority level and gender had no impact on the stress levelsof Wendel employees. Overall, the results showed that employees
are satisfied with their relationships with colleagues andmanagement, their freedom to organize their time and tasks, thedistribution of work within their team and the opportunity todevelop their skills. They are also passionate about their work, havea certain degree of confidence about the future, and feel that theircompensation is commensurate with their qualifications. The results
were then communicated and shared with the CSE and internally to
all employees so that everyone could provide feedback and makesuggestions for improvement.
Finally, Wendel continues to fully embrace its commitment to beinga socially responsible company and has maintained its corporate
sponsorship day, also known as skills sponsorship. This scheme,
accessible on a voluntary basis, combines employees’commitments to charitable causes with the development of theirskills (see section entitled “Supporting and strengthening ourcommitments to civil society”).

(1) Example of social projects set up by the SEC in 2021. This list is not exhaustive and does not constitute a systematic allocation. These allocations
are subject to SEC approval.

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Issues specific to Wendel SE

Indicators
Wendel’s Human Resources department closely monitors all Wendel employees both in and outside France.

Absenteeism (scope: France)(1)

2022

2021

6.23%

2.61%

(1) Methodology for calculating absenteeism: (total absenteeism days*100)/(218 days* average number of employees).
Absences recognized: illness, commuting accidents, workplace accidents, sick children, part-time working on health grounds/Absences notrecognized: family events and parental leave.

Absenteeism, excluding family events, was around 6.23% in 2022.
2022

2021

Number of workplace accidents (scope: France)00

Number of commuting accidents00Number of fatal accidents

0

0

2022

2021

2020

7.6

7.9

7.8

In 2022, there were no workplace accidents or commuting accidents resulting in time off work.

Average seniority of employees (in years)

Globally, the average seniority of employees is 7.6 years.

5.

Diversity, inclusion and human rights

Combating discrimination and promoting diversity
Wendel strives to promote diversity within the Company, seeing it
as a major benefit which contributes to the Group’s excellence.
Wendel promotes a Code of Ethics and Equality among its
employees.
Wendel takes steps to ensure that decisions regarding recruitment,
career development (training and job promotions) andcompensation are made without any form of discrimination. Only
candidates’ skills and experience are taken into account to ensurethat the skills required and developed within the Company remain
in line with the needs of the position.

There is no difference in pay for men and women in equivalent
positions.
Wendel promotes work-life balance by offering working conditions
adapted to the demands of employees’ personal lives and benefits
for parents as described above (see section on work-life balance).
Wendel is aware that gender equality requires a collective effort,
particularly in the area of investment. With this in mind, Wendel
signed France Invest’s Gender Equality charter published on
March 6, 2020.
Women are represented in the total workforce and in executives
positions, as well as in investment positions and on governancebodies:Gender equality

Key figures:

Wendel aims to provide a welcoming and stimulating work
environment for men and women and has implemented several
initiatives to achieve this goal.

 40% women on the Supervisory Board

For example, Wendel requires women to be equally represented in
the applicant pool during each recruitment process.

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 40% women in management positions
 45% women in investment teams (i.e., 18% higher than the
average resulting from the 2022 Deloitte France Invest Study)

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Issues specific to Wendel SE

2022

4

2021

France InternationalGroup

Women in the total workforce(1)

59.7%

59%

59.5%

58%

54.5%

Women in executive positions(1)

60%

N/A

N/A

59%

N/A

N/A

Women investors(2)

46%

43%

45%

42%

43%

42%

Women in management positions(3)

40%

40%

40%

42%

40%

42%

Women on the Investment
and Management Committees(4)

Group

57%

Investment Committee: 33%

Investment Committee: 29%

Management Committee: 44%

Management Committee: 40%

Women on the Supervisory Board(5)Women in new hires

France International

40%
64%

80%

69%

50%
75%

50%

67%

(1) In 2021 and 2022: France scope: permanent and fixed-term employees in France/International scope: employees with a permanent or temporary
employment contract outside France.
(2) Women employees within the investment teams, excluding assistants and office managers.
(3) Line manager of at least one employee (excluding the Group CEO).
(4) Including the Group CEO.
(5) Excluding members representing employees.

At 45% in 2022, the proportion of women in the Company’s
investment teams currently exceeds the target set by the France
Invest Gender Equality charter (40% by 2030). In 2022, Wendel was
9th in the ranking for gender balance on the governing bodies of
SBF 120 companies.
The French “Freedom to Choose a Career” law (loi pour la libertéde choisir son avenir professionnel) enacted on September 5, 2018,
requires Wendel to publish its Gender Equality Index indicator. In
2022, Wendel scored 55/100. The index’s scope covers all ofWendel’s workforce in France. It is important to highlight that
Wendel is implementing the principle of equal pay through a
job-based approach which is not covered by the index
methodology. In fact, in the index, it is impossible to divide
employees based on their jobs. Given the small number of
employees and the disparity between the different jobs at Wendel,
the first indicator is not very representative of reality. To date, wehave not found a distribution method more suitable for Wendel, so
we have applied the law in its strictest sense.

Disability
Wendel welcomes and recognizes all talents, and does notdiscriminate against candidates or employees with disabilities.

Wendel is building a work environment that respects eachindividual by ensuring safe working conditions and respect for all.

Youth and senior employment
The breakdown of permanent and temporary staff by age group is
as follows:
Under 3014%

30 to 3938%

40 to 4928%

50 and above20%

 New hires under the age of 30: five people under the age of 30
hired worldwide.

 New hires aged between 30 and 39: eight people aged
between 30 and 39 hired worldwide.

 New hires aged between 40 and 49: one person aged between
40 and 49 hired worldwide.

 New hires over the age of 50: two people over the age of 50
hired.

The Company has two permanent employees with disabilities inFrance and takes out regular contracts with ESATs (centersproviding support through employment), in particular for thepurchase of office supplies.
Wendel has also adopted a preventive attitude towards its
employees, providing ergonomic equipment for any employees
who express a need for it, without the need for a doctor’sprescription.

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Promotion and respect of the ILO fundamental
conventions and human rights
Wendel manages its human resources in accordance with theInternational Labor Organization’s (ILO) fundamental conventions.
France has ratified the eight ILO fundamental conventions on
forced labor, the freedom of association and protection of the rightto organize, and collective bargaining, equal pay, the abolition offorced labor, discrimination, the minimum age for admission toemployment and all forms of child labor.
Wendel does not operate in a business segment where there is arisk of violation of workers’ rights, and therefore is not faced with
the issue of respecting these conventions.
In the course of 2020, Wendel’s Code of Ethics was completely
revised and mandatory training on this subject was provided toraise employee awareness of Wendel’s commitments to upholding
individual and human rights. This Code of Ethics is given to each
new employee on arrival.
Wendel emphasizes the fact that being valued and respected
creates a virtuous circle of a positive work culture, establishing anenvironment in which every individual is treated with respect. A
zero-tolerance approach to any form of harassment or
discrimination enables Wendel to comply with the various
regulations imposed on each of the countries in which its offices arelocated. Almost all employees in the French and Luxembourg
offices have been trained or made aware of the issue of harassment
and, more generally, of mental health risks. In addition, certain
employees involved in the recruitment process have taken a“recruiting without discrimination” training module.
The due diligence procedures relating to the ILO fundamental
conventions and human rights implemented by Wendel inconnection with its investments are described in section 4.5 on dutyof care.

6.

Supporting and strengthening
our commitments to civil society

Wendel’s commitment to civil society is in the Group’s DNA. It is, infact, part of its family heritage. This commitment goes hand-in-handwith a long-term vision in line with its business as an investor.
Wendel launched its “Wendel Cares” endowment fund in early2022. Wendel wanted to give its philanthropic approach fresh
momentum by creating a dedicated structure for all of its
sponsorship initiatives and by extending its scope of action to otherissues in line with topical societal challenges.
Historically, Wendel's sponsorship initiatives focused on two pillars,
education and culture, through long-term partnerships with acenter for family-owned businesses (Wendel International Centre
for Family Enterprise) (Insead) and the Centre Pompidou-Metz,
launched in 1996 and in 2010 respectively.
Today, Wendel Cares aims to finance initiatives in one of the fiveareas to which it has chosen to make a commitment:
1. culture;
2. education;
3. equal opportunities and professional integration;
4. medical research and health; and5. environmental protection.

Long-term commitments
Wendel has supported Insead since 1996. In that year, theprestigious business school created a chair and then the Wendel
International Centre for Family Enterprise (Centre Wendel pourl’Entreprise Familiale) and Wendel has been a partner in thisinitiative from the start:
Since its creation in 2010, Wendel has been committed to theCentre Pompidou-Metz, supporting this emblematic institution inits mission to make art available to the general public. In 2020,
Wendel renewed its sponsorship agreement with the Centre
Pompidou-Metz for another five years. In the midst of the economic
and health crisis linked to Covid-19, it was of crucial importance for
Wendel to continue to support the world of culture.
Wendel works actively with partner institutions to further theirdevelopment projects. The Group is represented on the Centre
Pompidou-Metz Board of Directors by Nicolas ver Hulst, Chairmanof Wendel’s Supervisory Board.
In recognition of its long-standing commitment to the arts, Wendel
was awarded the title of Grand Mécène de la Culture (Grand patronof the arts) by the French Minister of Culture on March 23, 2012.

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Issues specific to Wendel SE

4

Initiatives in line with Wendel Care's
new areas of commitment

Wendel has therefore renewed its donations to charitableorganizations, some of which it has supported since 2018, namely:

In line with the areas of commitment that Wendel Cares has
defined, in 2022 the members of the endowment fund selected
three associations that will receive support over three years, subject
to annual reviews.

 Clubhouse France (France);

Medical research and health The Teen Project.

Newly supported by Wendel Cares, HELEBOR contributes to thedevelopment of palliative care in France and to the improvement ofquality of life for seriously ill people and their relatives. HELEBOR isa public interest structure which develops partnerships between
various civil society stakeholders to support and foster thedevelopment of innovative palliative care projects.

Support for the victims of the war in Ukraine For more information: www.helebor.fr
Equal opportunities and professional integration
Alliance pour l'éducation - United Way, another organization newly
supported by Wendel Cares, promotes equal opportunity andhelps young people from priority areas and rural areas to continue
their education with a view to ensuring that they have clear options
for their future. With a focus on collective impact, the Défi Jeunesse(Youth Challenge) program pools support from the many
stakeholders involved in the association and rolls out regional
initiatives.

 For more information: alliance-education-uw.org
Environmental protection
Plastic Odyssey, the latest initiative to receive support from Wendel
Cares, is a global project to reduce plastic pollution in the ocean bycreating a worldwide network of local recycling actions. It is
supported by several stakeholders who all share the drive to build aworld in which plastic waste will no longer end up in the ocean.
Plastic Odyssey recently launched an exploration mission in theareas most affected by plastic pollution. The goal of this expedition
is to find solutions to combat plastic pollution and to test newmodels on a small scale, so they can subsequently be rolled out inother regions. Three continents, 30 cities - and as many solutions
tested and shared worldwide.

 For more information: plasticodyssey.org
Additional commitments in 2022
In addition to the five areas underpinning Wendel Cares’ scope ofaction, Wendel continued to support solidarity projects in 2022, on
the one hand, by renewing some of its commitments and, on theother hand, by choosing to support new causes.
Support for charitable organizations can take many forms. It cantake the form of a donation towards the organization's overallbudget, enabling the charity to cover its various actions for a given
year or in the form of support for a specific project.

 Helen Keller Europe (France); 914 Cares - Empty Bowls (United States);

Deeply moved by the events taking place in Ukraine since February2022, Wendel Cares and its teams also actively supported thevictims of the war in Ukraine over the year. This support gave rise to
several initiatives. First, Wendel Cares made two donations during
the year, one to the French Red Cross and a second to the Tarkett
Foundation, both of which have used their resources since thebeginning of the conflict to help victims.
The teams also showed their commitment through the Paris Half
Marathon. The Wendel Running Team was behind the launch of afunding pot to support the actions of the French Red Cross in
Ukraine. To back the teams' efforts, Wendel Cares donated 2 euros
for each euro raised.
These three initiatives resulted in a total of €140,680 raised for thetwo organizations.
Support for health and/or education organizations
Lastly, through its participation in the Crisis Prevention Institute(CPI), Wendel has renewed a training assistance program launchedin 2020, for supervisory staff in health and/or education
organizations. The program aims to prevent violence by funding
training hours taught by CPI’s certified instructors.
In total, in 2022, Wendel’s charitable donations amounted to€1,130,832.
The total amount of donations since 2010 is over €6 million.

A day of skills sponsorship offered to
all Wendel employees
Since 2021, as part of the reinforcement of its philanthropy
strategy, Wendel has offered each employee the opportunity tospend one day of working time per year on a charitable initiative.
This skills sponsorship day allows everyone to volunteer with thenon-profit of their choice, in compliance with the principles of theWendel Ethics charter, provided that the organization has nopolitical and/or religious leaning. In order to encourage teams tocommit to this approach, in collaboration with its partner
associations, Wendel offers a certain number of predefinedassignments that enable employees to use their time and skills in
the public interest.

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Issues specific to Wendel SE -);=:16/)6,5)6)/16/7=:C-6>1:765-6<)4.77<8:16<
As part of the ESG strategy published at the beginning of 2020, the main thrust of which is set for 2023, Wendel has set the following
objectives in relation to the environmental performance of its offices:

Environment

2023 objective

2020

2021

2022

Carry out annual carbon reporting for Wendel SE (Scopes 1, 2 and 3)

Yes

Yes

Yes

Reduce our carbon footprint by sourcing 100% renewable energy for Wendel offices
worldwide% of renewable energies in Wendel’s energy consumption

21%

26%

28%

Promote circular solutions and minimize office waste going to landfill –% of employees covered by recycling systems

100%

100%

100%

Total volume of waste recycled in metric tons per employee(scope: Paris, Luxembourg)

0.08

0.06

0.10

Carbon impact and climate change management
Risk description
The Wendel Group is conscious of the climate emergency and theimportance of everyone involved in mitigating its effects. Managing
climate change and the risks and opportunities it generates is apriority in the Group’s action as a responsible shareholder. While
Wendel focuses primarily on reducing the CO2 emissions of its
portfolio companies and is aiming for a consolidated reduction
target, it is nevertheless careful to measure and communicate
transparently on its annual carbon footprint. It should be noted thatthe limited size of the Company (89 employees as of December 31,2022) and its activity (investment) make its carbon footprint

marginal compared to the emissions generated indirectly by thecompanies in which it invests. Wendel SE accounts for 0.1% of theWendel Group’s emissions, including the portfolio companies.

Policies and outcomes
Annual carbon reporting for Wendel SE
However, in order to set an example, Wendel committed in 2019 to
calculating the carbon footprint of its three offices (Paris,
Luxembourg and New York) each year and to implementing
reduction or offset actions.

At December 31, 2022, Wendel’s carbon footprint was as follows:
Emissions by category (in tCO2 eq.)

2021

2022

2021/2022 change

Scope 1

21

15

(29)%

Scope 2

140

158

13%

Scope 3

3,034

3,362

11%

TOTAL (SCOPES 1, 2 AND 3)

3,195

3,535

11%

Intensity of Scope 1, 2 and 3 emissions per employee

38.03

39.71

4.2%

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Issues specific to Wendel SE

In 2022, the methodology used to calculate the GHG emissions
related to the purchase of intellectual services was fine-tuned.
Wendel requested GHG emission intensity ratios from its main
suppliers of intellectual services, corresponding to the services
provided. Historical data have been adjusted based on theseemissions factors.
Wendel SE's emissions increased by 11% in 2022, mainly due tothe increase in business travel by air (see diagram below). Scope 3
emissions remain the main source of Wendel SE's emissions, andconsist mainly of intellectual services, which are essential to an
investment activity (law firms, insurance, strategic consulting, etc.).

4

Waste management
In 2022, a total of 7.9 metric tons of waste was sorted and recycled,
representing 0.1 metric tons of recycled waste per employee(1).
The Paperless project, which consists of providing employees withdigital tools that limit the use of printing and the use of paper ingeneral (advanced document editing software, electronic
signatures, etc.) led to a stabilization in paper consumption in 2022
compared to 2021, despite the increase in users and the return tothe office.

Breakdown of Wendel SE
Scopes 1, 2 and 3 emissions

Purchases (including services)

EnergyBusiness travel

Other (residual Scope 1 and 2
emissions, visitors’ trips, etc.)

77%

4%

14%

5%

The Paris and Luxembourg offices are supplied with electricity fromrenewable sources, bringing the percentage of renewable energies
in Wendel SE's energy consumption to 28%.
In 2023, the offices of the Paris headquarters will be moved to amore energy-efficient BREEAM-certified location (excellent level for"asset building" and "building management").

(1) Calculated using the headcount as of December 31, 2022.

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Issues specific to Wendel SE 7>-:6)6+-)6,*=;16-;;-<01+;
As part of the ESG strategy published at the beginning of 2020, the main thrust of which is set for 2023, Wendel has defined the following
objectives in the areas of governance and business ethics. Aspects related to parity in governance bodies are included in section 4.3.2 – HR
performance.

GOVERNANCE& ETHICS

EthicsESG
governance2023 objective

2020

2021

2022

100% of employees to sign the Code of Ethics over the course of the year

94%

99%

96%

100% of employees follow Wendel’s annual Business Ethics training course

98%

99%

96%

Annual review of the Code of Ethics at the Executive Board level

Yes

Yes

Yes

Annual audit of Wendel’s anti-corruption program

No

Yes

Yes

Adding ESG as a key mission of the Wendel Supervisory Board and the Wendel Governance 3.00
and Sustainability Committee
Number of meetings of the Wendel Governance and Sustainability Committee dealing with
ESG-related matters

3.00

8.00

Number of ESG Steering Committee meetings

7.00

5.00

4.00

Ensuring balanced governanceIndependence of governing bodies

Robustness of internal control mechanisms

Risk description

Risk description

Wendel has a controlling shareholder, Wendel-Participations SE
which (along with its related parties), held 39.59% of Wendel’sshare capital and 51.81% of the theoretical voting rights as ofDecember 31, 2022. This could result in a risk of conflict of interest
or non-compliance with the principle of equality between
shareholders.

Wendel must ensure the effective internal control of its own
organization and that of its consolidated subsidiaries, in order tocontrol risks relating to their operational activities.

Policies and outcomes
Various good governance measures are applied to avoid this risk.
Firstly, Wendel’s dual structure, as a company with an Executive
Board and a Supervisory Board, makes it possible to clearly
separate the executive functions performed by an independent
Executive Board from the control functions exercised by theSupervisory Board (see section 2.1.7 – Division of powers between
the Executive and Supervisory Boards). Within the Supervisory
Board itself, 40% of members are independent (excluding
members representing employees), which exceeds therecommendations of the Afep-Medef Corporate governance Code(see section 2.1.1 – The Supervisory Board and its operations). In
addition, since 2018, the Chairman of Wendel’s Supervisory Board
no longer serves as Chairman of the Board of Directors ofWendel-Participations. Lastly, the Supervisory Board’s internal
regulations provide for a procedure for the prevention andmanagement of conflicts of interest, and the Lead Member of theSupervisory Board (who is an independent member) is specificallytasked with handling matters of conflicts of interest with the
majority shareholder.

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Policies and outcomes
For internal control procedures, (seemanagement and internal control systems).

section 3.3

–

Risk

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Issues specific to Wendel SE

Strengthening and upholding business ethics
within the GroupManagement of main risks as defined by the NFPS
Risk description
In terms of business ethics, Wendel has identified the following as
main risks based on NFPS definitions: corruption;
 market abuse.
Other risks related to business ethics are taken into account byWendel and outlined below following the presentation of these twopriority NFPS risks.

Anti-corruption
Risk description
The risk mapping conducted for Wendel (namely Wendel SE, its
holding companies and foreign offices) showed that corruption
risks could arise from some of its activities, particularly its
investment arm. For example, this risk could arise in the case of aninvestment to influence the outcome of a competitive process or to
obtain specific authorizations or confidential information.
Corruption distorts competition and normal market conditions.
Should it occur, it would be highly damaging to Wendel’s
reputation and that of the people responsible or who allow thecorruption to occur. It would expose Wendel to particularly
damaging financial consequences as well as administrative andcriminal sanctions. It could disrupt the Wendel Group’s operations
and destabilize its activities.
Policies and outcomes
For Wendel

The Executive Board has identified the prevention and detection ofacts of corruption as an absolute necessity for the Wendel Groupand is committed to a zero-tolerance corruption policy. Any use ofcorrupt practices in the Wendel Group’s operations, as well as in its
relations with partners or third parties, whether public or private, isstrictly prohibited.
To prevent this risk, the Executive Board, fully committed tocombating corruption and influence peddling, has put in place arobust program in accordance with the Sapin II law and therecommendations of the French Anti-Corruption Agency (AFA).
The Group Compliance and Internal Audit departments monitor,
control and reinforce this program. In this regard, an
Anti-Corruption Compliance Code specifies the role andresponsibilities of Wendel’s Compliance department.

4

In addition, Wendel regularly reviews its corruption-related risk
mapping. In 2022 just as in 2021, during the annual assessment of
the need to update the mapping, no new areas of exposure tocorruption risks were identified. Similarly, in order to better reflect
the set of controls in place, the risk mitigation measures for eachcorruption scenario were listed and reviewed in detail. This
exercise also strengthens Wendel’s alignment with AFA
requirements.
The anti-corruption policy is adapted to the specific risks associatedwith Wendel’s activities as identified in the risk map and complies
with the latest AFA recommendations in this regard. The policy is
included in the “Employee Handbook” and failure of Wendel
employees to comply with its obligations may result in disciplinary
sanctions up to and including dismissal for misconduct.
With respect to its core business, which is investing, Wendel’s
compliance team, in collaboration with external firms, performs
thorough anti-corruption due diligence before carrying out any
investment transaction. This analysis involves verifying the integrityof the target and its management team, as well as defining thetarget’s corruption risk profile and evaluating any existing
compliance framework. In 2022, Wendel formalized this process in
its M&A Compliance Due Diligence Policy and provided training to
the teams concerned in order to raise awareness and ensure thatcompliance is taken into account at all stages of a planned
investment.
In order to effectively deploy its anti-corruption program, Wendel
uses a dedicated compliance and internal control tool – Wendel
Protect – to streamline and optimize compliance processes andimprove traceability, for example with regard to gifts and invitations
or conflicts of interest.
Wendel Protect also ensures a thorough evaluation of third parties.
Various levels of counterparty due diligence are in place according
to their risk profile, in compliance with AFA recommendations. It
should be noted that the process in place provides for a strong linkwith the accounting procedures preventing payments to third
parties that have not been previously assessed.
Accounting controls have been reviewed in light of the AFA’s 2022
guide on this subject. This analysis concluded that there were no
significant differences between the processes already in place andthe new recommendations from the regulator.

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Issues specific to Wendel SE

In terms of awareness, in addition to deploying training specific tocertain Group policies when they are updated or in place,
employees receive regular training on corruption risks. In addition,
the compliance team ensures a culture of compliance throughregular reminders of the procedures to be followed under the
program in place. During onboarding, employees and managers
are informed that they must adhere to Group policies.
Level 2 controls were further strengthened in 2022 to ensure thatthe procedures defined and disseminated internally wereeffectively applied by the teams, and to allow for the continuous
improvement of these procedures. Finally, all of these measures
were audited by Wendel’s Internal Audit department in 2022. The
results of the report were presented to Wendel’s Audit Committee
in June 2022. The program in place was assessed as being incompliance with regulatory requirements in all respects.
As regards the whistleblowing system, no alerts were received in
2022. The whistleblowing hotline is available round the clock on
Wendel’s website in the ESG section, at www.wendelgroup.com.
For controlled portfolio companies

Wendel also ensures that the measures provided for in the Sapin II
law are implemented within the controlled companies in its
portfolio. Wendel requires that the Audit Committees include the
Sapin II program on their meeting agendas for regular discussion.
In particular, in order to continue to monitor the progress made in
the fight against corruption, each of the controlled companies
produces an annual report on the Sapin II program, presenting themain improvements achieved and an action plan for the following
year. In addition, a review of the action plan’s progress is scheduled
at the Audit Committee’s mid-yearly meeting.
In addition, Wendel holds regular meetings on this topic with thecompliance officers of portfolio companies, as required, to offer
them guidance and discuss specific points. At least once a year, an
exchange session called the Compliance Forum is also held for thecompliance officers of the portfolio companies. In 2022, theobjective of this session was to share best practices in internal
investigations, following implementation of the European Directiveon the protection of whistleblowers.
Lastly, the portfolio companies file an annual statement ofcompliance with the obligations resulting from the Sapin II law on
corruption (Compliance Statement) and Wendel ensures that thecompliance objectives are communicated to the CEOs ofcontrolled portfolio companies.

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Preventing market abuse
Risk description
Given its activity as an investor and its status as a company listed on
the Euronext Paris regulated market, there may be inside
information about Wendel. Inside information is information of a
precise nature which has not been made public, relating directly or
indirectly to the companies within the Wendel Group or theirsecurities and which, if it were made public, would be likely to havea significant effect on the prices of those securities (see Article 7 ofRegulation [EU] 596/2014 of the European Parliament and theCouncil of April 16, 2014 on market abuse – “MAR Regulation”).
Under this framework, Wendel has a duty to prevent any market
abuse.
Policies and outcomes
Wendel ensures that it complies with the MAR Regulation. It
communicates accurate, precise and fair information to investors,
shareholders and analysts. Wendel also ensures that shareholders
receive equal information.
A Compliance Committee – made up of the members of the
Executive Board, the Ethics Officer and the Chief Financial Officer– oversees compliance with market regulations at Wendel.
A Market Confidentiality and Ethics Code sets out rules that apply
to all Wendel employees and corporate officers to prevent market
abuse. The main rules introduced by the Code are presented in
section 2.1.8 of the Universal Registration Document. The Code isreviewed on a regular basis and updated, when applicable. The
main provisions of the Code applying to Supervisory Board
members have been incorporated into the Supervisory Board’s
internal regulations.
A procedure for classifying inside information has been put inplace. Insider lists are opened whenever necessary and blackout
periods – during which all trading in Wendel shares is prohibited –have been introduced to cover the periods of financial statement
preparation and Net Asset Value calculation. Confidentiality andtrade restriction lists may also be opened in the presence of
information that is not yet classed as inside information but ispotentially accurate or sensitive. Wendel has deployed a digital
tool to manage these lists and blackout periods, which automates
the process and ensures better traceability.

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Issues specific to Wendel SE

Managing other business ethics risks
Other initiatives supported by Wendel’s compliance program
In addition to the measures presented above put in place tomanage the regulatory issues most significant to Wendel within themeaning of the NFPS, other compliance processes have been
implemented to ensure that the compliance approach is universallyrespected and applied by all its executives and employees ; notonly the legislative and regulatory standards, but also all of theGroup’s values and commitments in terms of compliance, businessintegrity and ethics. Wendel pays particular attention to theimplementation of its compliance program in a constantly changing
regulatory environment and intends to act ethically in all its
activities by effectively preventing the risks of non-compliance.
The implementation of the compliance program therefore boosts
the confidence of stakeholders with regard to Wendel’scommitments as a long-term investor.
In order to promote an overall vision, the other initiatives includedin Wendel’s compliance program adopted by the Executive Board
are described below.
Code of Ethics

Adopted by the Executive Board with the support of theSupervisory Board, Wendel’s Code of Ethics aims to bring theGroup’s long-term investor activity in line with an exemplary
approach to doing business. In particular, it illustrates Wendel’s
desire to behave responsibly and fairly in its relationships with
employees and stakeholders, going beyond purely legal
requirements. The Code aims to ensure that Wendel’s activities
constantly comply with laws and regulations, while reinforcing theGroup’s ethical commitments to the respect for human rights andsupporting employees and corporate citizenship.
The ethical principles and values set out in this Code guide the way
the Group does business. Wendel promotes an approach based on
individual responsibility and has a zero-tolerance policy.
The Code of Ethics applies to all employees and managers of theCompany, its holding companies and its foreign offices. Wendel
requires companies in which it invests to adopt similar standards.
The Code of Ethics can be consulted in the ESG section on
Wendel’s website at www.wendelgroup.com.
In 2022, the Code was reviewed again by the Executive Board
before being distributed to all employees. The changes madeconcern, in particular, donations and sponsorships.

4

Protection of confidential information

In the context of its activity as a long-term investor, Wendel handles
a large amount of confidential information concerning portfolio
companies, potential targets and acquisition or divestment
projects.
A Market Confidentiality and Ethics Code sets out the rules that
apply to all Wendel employees and corporate officers in terms ofprotecting confidential information and, where applicable,
restrictions on trading. The main rules introduced by the Code arepresented in section 2.1.8 of the Universal Registration Document.
Compliance with economic sanctions

In general, Wendel (including its holding companies andinternational sites) ensures that it does not engage in any activity
prohibited by sanctions or embargoes, and that it does not enter
into any relationship with individuals or legal entities on sanctions
lists. All third parties are subject to checks in terms of sanctions
using Wendel’s own tools or, for more complex cases, external
investigations.
Wendel has paid close attention to this subject in the context of theconflict between Russia and Ukraine and the sanctions imposed by
the United States and the European Union, in particular. In 2022,
Wendel updated its international sanctions policy and provided a
mandatory general training on the subject to all its employees.
Anti-money laundering

The Anti-Money Laundering/Combating the Financing of Terrorism(AML-CFT) policy has been in effect since 2017 and applies to
Wendel SE, its holding companies and its international operations.
In addition, a specific AML-CFT policy has been put in place within
the framework of the AIFM regulations to which the Luxembourg
fund manager (Wendel Luxembourg S.A.) and its subsidiaries are
subject. This policy is reviewed annually. All employees, directors
and Board of Director members at these companies receive
training on the subject every year.
All members of the Board of Directors are jointly responsible forcompliance with AML-CFT requirements and one member has
been made responsible for monitoring this compliance. They are
assisted by the AIFM Compliance Officer and are approved by the
CSSF. They report to the AIFM Board of Directors, which regularly
conducts a compliance assessment.
The Compliance department ensures compliance with the
AML-CFT rules and policy. In particular, it determines the extent of
the reasonable due diligence to be carried out according to thelevel of risk allocated to each investor or investment.

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Issues specific to Wendel SE

Tax policy

The primary objective of Wendel’s tax policy is to ensure legal
certainty and stability over the long term. Wendel believes that
aggressive and artificial tax structures create long-term financial
and reputational risks that are contrary to its interests and values.
Wendel is committed not to use structures domiciled in countries
considered to be tax havens(1) in order to reduce the amount oftaxes due.
Wendel also ensures that its activities comply with applicable tax
laws and regulations. In particular, Wendel ensures that its
operations do not lead to situations that could be qualified as tax
evasion(2) and that intragroup transactions comply with the arm’s
length principle of the OECD transfer pricing guidelines.
Wendel ensures compliance with tax filing and payment obligationsin the jurisdictions in which it operates.
Wendel is committed to exchanging information with the tax
authorities in a cooperative and transparent manner, in particularduring tax audits.
Wendel participates, mainly through professional organizations, inconsultations initiated by legislators or national and international
governmental organizations aimed at improving tax certainty andencouraging sustainable growth.
Each year, Wendel SE provides the French tax authorities withcountry-by-country reporting on behalf of Wendel-Participations.
This report is then shared via an automatic exchange mechanismwith the tax authorities of all countries in which the Company or its
subsidiaries operate.
The management of uncertain tax positions is fully integrated in theGroup’s global risk management process. As part of this process,the Tax Director regularly reports to the Audit Committee and theManagement Committee on the Group’s global tax position, anyrisks or tax disputes and the main changes anticipated.
Whistleblowing procedure

As indicated in the section on anti-corruption, the whistleblowing
hotline is available round the clock on Wendel’s website, in the ESG
section at www.wendelgroup.com. The whistleblowing system isaccessible to all employees (current or former), management andsupervisory bodies, shareholders, external and temporary
employees, service providers and co-contractors, as well as their
management bodies and their employees or those of theirsubcontractors.

In addition to combating corruption, this whistleblowing systemcovers finance and accounting, stock market ethics,
anti-competitive practices, health, hygiene and safety at work,
discrimination and harassment at work, environmental protection,
human rights and fundamental freedoms.
Personal data protection

Wendel takes privacy and the protection of personal data very
seriously. It implements the necessary measures to ensure theprotection, confidentiality and security of personal data incompliance with the applicable provisions, in particular European
Regulation 2016/679 of April 27, 2016 (hereinafter the General
Data Protection Regulation or “GDPR”).
Wendel’s Personal Data Protection Policy is available on its website.
It describes the measures taken with regard to all personal dataprocessing carried out by Wendel with respect to the various
categories of persons whose data are collected and processed by
Wendel (for example: website visitors, suppliers, service providers,job applicants, shareholders, co-investors, and executives ofcompanies in which Wendel plans to acquire a stake).
In addition, an internal policy dedicated to the protection of
employees’ personal data is available to employees on the Wendel
intranet. Wendel has also defined a GDPR charter describing
obligations and procedures applicable to the Executive Board andto all Wendel employees who are involved in the processing of
personal data. In 2022, a set of personal data protection “golden
rules” were distributed to all Wendel employees. They explain the
GDPR fundamentals in a synthetic and pedagogical manner anddraw attention to the main points concerning the requirements ofeach employee in terms of GDPR compliance.
Distribution to employees

All of the compliance program policies have been shared with all
executives and employees of Wendel, its holding companies, andits international offices. Each year and each time they are updated,
the policies are submitted for signature by each employee, who isthereby made aware of the policies and asked to confirm theircommitment to respecting their principles.

(1) According to the list of non-cooperative jurisdictions for tax purposes issued by order of February 3, 2023.
(2) Referred to in section 20 of Act No. 2018-898 of October 23, 2018, relating to the fight against fraud.

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76.16)6+1)416.7:5)<176
European Green Taxonomy

4 =:78-)6:--6$)@7675A
Pursuant to Regulation (EU) 2020/852 of the European Parliamentand of the Council of June 18, 2020, on the establishment of aframework to facilitate sustainable investment, Wendel has
prepared a report on its net sales (turnover), capital expenditure(CapEx) and operating expenses (OpEx) eligible and aligned under
Annexes I and II of the Regulation.
This Regulation aims to direct financing towards activities that
contribute significantly to the achievement of one or more of theTaxonomy’s six environmental objectives:

 climate change mitigation;
 climate change adaptation;
 sustainable use and protection of water and marine resources;

This report therefore establishes eligibility and alignment criteria
for these first two environmental objectives. As a result,contributions to other environmental objectives (such as thecircular economy) are not captured in the ratios presented below.
In accordance with the Taxonomy Regulation, the following rules
were applied to define the eligibility and alignment of activities:

 eligibility: activities described in Annexes I and II related to theclimate change mitigation and adaptation objectives of theTaxonomy Regulation are considered eligible;

 alignment: eligible activities meeting the three criteria below areconsidered aligned:

 transitions to a circular economy;

substantial contribution criteria: the eligible activity meets thetechnical review criteria set for each objective (mitigation or
adaptation), pollution prevention and control; do no significant harm (DNSH): the eligible activity does not protection and restoration of biodiversity and ecosystems.
To date, only the Delegated Act on climate change mitigation andadaptation has been adopted (objectives 1 and 2, Annexes I and II
of the European Regulation).

significantly impact any of the other five Taxonomy objectives,
 minimum safeguards: the eligible activity is conducted inaccordance with the OECD and UN guidelines for business,
including the eight fundamental ILO conventions and theInternational Bill of Human Rights. These requirements include
the following four pillars: human rights, anti-corruption,
taxation, and fair competition.

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European Green Taxonomy $)@7675A)41/65-6<7.+76;741,)<-,<=:67>-:
The table below presents the breakdown of the eligibility andalignment ratios for controlled portfolio companies, as well as for
Wendel SE. All values presented below are for fiscal year 2022.

The presentation of the alignment and eligibility ratios for turnover,
CapEx and OpEx on the consolidated scope within the meaning of
Article 8 of the Regulation and Annex II of the Delegated Act ofJuly 6, 2021 is included in section 4.4.4.

Economic activity

Unit

BureauVeritasConstantia
Flexibles

Stahl

CPI

ACAMS

Total

TurnoverIn millions of euros

5,651

1,955

915

114

66

8,700

Taxonomy-eligible turnover

In millions of euros

145.3

0

520

0

0

665.3

Taxonomy-aligned turnover

In millions of euros

141.5

0

37.8

0

0

179.3

Share of turnover that is Taxonomy-aligned

%

2.5%

0%

4.1%

0%

0%

2.1%

For fiscal year 2022, the share of consolidated turnover that is
Taxonomy-aligned is 2.1% and contributes to the climate change
mitigation objective exclusively.
To date, only Bureau Veritas and Stahl have a share of turnover thatis eligible and/or aligned with the European Taxonomy.

Due to its commitment to transitioning to a circular economy,
which will shortly be applicable, Constantia Flexibles’ activities
should show stronger adherence to the Taxonomy, while CPI andACAMS are pursuing social and societal impact training activities
that do not currently fall within the Taxonomy’s scope.
Eligible and aligned activities are described in the next pages.

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European Green Taxonomy

4

Bureau Veritas – testing, inspection and certification services
The turnover presented is taken from the Bureau Veritas Group management tool (FLEX), which covers 96% of group revenue as at
December 31, 2022. However, only 57% of Bureau Veritas’ operations have the necessary attributes for their eligibility to be considered.
Taxonomy reporting is therefore limited to this 57% of operations. The remaining 43% of unanalyzed operations are declared non-eligible,
as required by the Commission, which disallows extrapolations. Taxonomy-eligible turnover is therefore under-estimated in 2022.
Bureau Veritas’ share of eligible and aligned turnover breaks down as follows:
Eligible turnover
Aligned turnover % of total turnover(in millions of euros) (in millions of euros) considered aligned

Economic activity

Technical verification and inspection of infrastructure for rail transport(Annex I – 6.14)

9.4

9.4

0.2%

Audits of the energy performance of buildings (Annex I – 9.3)

20.0

20.0

0.4%

Inspection of electric vehicle charging stations (Annex I – 6.15)

10.0

10.0

0.2%

Issue of energy saving certificates (Annex I – 7.3)

77.6

77.6

1.4%

Inspection of renewable energy production facilities (Annex I – 7.6)

24.5

24.5

0.4%

Inspection of heating, ventilation and air conditioning systems (Annex I – 7.3)

3.8

0

0%

145.3

141.6

2.5%

TOTAL

In total, 2.5% of Bureau Veritas’ turnover is considered aligned. The
alignment/eligibility ratio is 97%, with only activities related to theinspection of heating, ventilation and air conditioning equipment
considered eligible, but not aligned.
The alignment/eligibility ratio is explained by the fact that
inspection and audit activities, by their nature, do not have asignificant impact on environmental objectives. On the other hand,certain DNSH are not considered applicable under the Regulation(such as categories 9.3 and 7.6). Minimum safeguards are also
respected for all four pillars thanks to the policies deployed atgroup level by Bureau Veritas (Duty of Care Plan, Code of Ethics,
tax policy). These policies are detailed in the Bureau Veritas
Universal Registration Document.
In addition, many Testing, Inspection and Certification (TIC)
services not described above also contribute to one or more of theenvironmental objectives of the Taxonomy. A significant portion ofthese activities are not explicitly mentioned in the Taxonomy andare therefore not strictly eligible under the Regulation.

This is the case for the following two activities:

 testing/inspection/certification activities implicitly included ineligible activities listed in the Delegated Acts of the Taxonomy
related to the manufacturing of equipment (Annex I, section 3),
construction and operation of buildings and infrastructures(Annex I, sections 4, 5, 6, 7). This is the case, for example, for thevarious services and inspections carried out by Bureau Veritas in
the renewable energy sector;

 independent

third-party activities for verification andcertification required by the Technical Screening Criteria (TSC)of the Taxonomy for alignment of certain eligible activities. Thisis particularly the case for services related to the verification oflife cycle GHG emission reductions, which are required in thetechnical criteria of a significant number of eligible activities.

These contributing but not directly eligible activities within themeaning of the Taxonomy Regulation explain the difference
between the proportion of turnover linked to the Green Line ofservices and the Taxonomy alignment ratio. The description ofthese “contributing” activities is included in the Bureau Veritas
Universal Registration Document.

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European Green Taxonomy

Stahl – Manufacturing of water-based products
Within the Stahl product portfolio, certain products, due to their composition (significant water and low solvent content) offer a significantly
lower-than-market standard carbon footprint over the life cycle of the product. These “water-based” products, which are sold exclusively
B2B, are therefore considered to be low-carbon technologies, enabling the reduction of greenhouse gas emissions throughout the value
chain.
The share of Stahl’s turnover considered aligned breaks down as follows:
Economic activity

Eligible turnover(in millions of euros)

Aligned turnover(in millions of euros)% of total turnoverconsidered eligible% of total turnoverconsidered aligned

520

38

56.8%

4.1%

Manufacture of other low carbon technologies(Annex I – 3.6)

The difference between the aligned share and the eligible share isdue to a particularly rigorous and conservative approach to thealignment assumptions, which is described in the alignment
analysis below:

 substantial contribution criterion: only water-based products
covered by a life cycle assessment of avoided GHG emissions
according to ISO 14040/44 mentioned in the Commission
Recommendation 2013/179/EU on life cycle assessments wereconsidered. These life cycle analyses, reviewed by anindependent third party, make it possible to validate a carbon
footprint that is approximately half that of solvent-based
products;

 DNSH: climate change adaptation: In 2021, Stahl completed ananalysis of physical and transition risks and drafted a Climate
Resiliency Plan which was approved by the Board of Directors
in 2022 (see section 4.2.3),
 sustainable use and protection of water and marine resources:

the sites manufacturing water-based products in the European
Union comply with the European regulations cited in Annex Bof the Taxonomy regulation. A conservative approach has
been taken and sites located outside the European Union
have been excluded from the scope of alignment, pending
the collection of evidence of compliance, transition

to a circular economy: Stahl’s policies,
environmental management systems and actions comply withthe provisions mentioned for this DNSH,

270  - 2022 Universal Registration Document

 pollution prevention and control: all water-based products

have been checked by the regulatory and R&D departments
to ensure they do not contain any of the substances
mentioned in the European Regulation mentioned in Annex Cof the Taxonomy Regulation. Products that do contain such
substances were not considered to be aligned, protection and restoration of biodiversity and ecosystems: ageographical analysis of the sites located in the European
Union in relation to protected areas has been carried out. All
sites that are located far from protected areas or that have anappropriate assessment in place when located close to aprotected area were included in the alignment scope; safeguards: the Stahl group complies with the minimum
safeguards of the OECD and UN guidelines for all four pillars(human rights, anti-corruption, taxation, and fair competition)
thanks to the policies it has implemented. Stahl has a Duty ofCare Plan in accordance with the French duty of care law (seesection 4.5), an anti-corruption program in accordance with the
French Sapin II law, a Code of Conduct and a tax policy that is
publicly accessible on the Company’s website.
In the short term, the share of alignment is expected to increasesignificantly with a possible extension of the scope of products
covered by a life cycle analysis and the integration of
manufacturing sites located outside the EU. The inclusion of
product life cycle assessments is considered the primary lever forincreasing the rate of alignment.

76.16)6+1)416.7:5)<176
European Green Taxonomy

4 $)@7675A)41/65-6<7.+76;741,)<-,)8@
Taxonomy-eligible and Taxonomy-aligned CapEx are presented in
section 4.4.4. The consolidated CapEx alignment rate is 0.7%
Stahl’s Taxonomy-aligned CapEx is linked to its Taxonomy-aligned
turnover presented above, which was calculated as a proportion of
the Taxonomy-aligned turnover for the scope of the CapEx
mentioned in the Delegated Act of July 6, 2021.
The Stahl and Constantia Flexibles shareholdings have individual
Taxonomy-aligned CapEx related to the following investments:

 Constantia Flexibles: purchase of electric vehicles (Annex I – 6.5),
 upgrades to heating, lighting and machinery systems at

production sites to improve energy efficiency (Annex I – 7.3),
 installationof(Annex I – 7.4),

charging

stationsforelectric

vehicles Stahl: installationof solar panels at various production sites(Annex I – 7.6),
improvements to building energy efficiency (Annex I – 7.3).

The difference between the eligible and the aligned share of CapEx
is mainly related to categories 7.7 (Acquisition and ownership ofbuildings) and 6.5 (Transport by motorbikes, passenger cars andlight commercial vehicles). In most cases, the granularity of theavailable information did not allow us to establish the share alignedwith these categories in 2022. Eligible CapEx has been considered
as non-aligned in these cases. In terms of investments, Wendel iscareful to take environmental criteria into account. For example, in
2023, the offices of the historic Paris headquarters will be moved tomore energy-efficient premises that are BREEAM-certified(excellent level for asset building and building management).

 installation of 1,500 solar panels at one of its production sites(Annex I – 7.6);8@;+78--@-58<176;

The OpEx covered by the Delegated Act (EU) 2021/2178 of July 6,2021 of the Taxonomy Regulation (R&D, building renovation, shortterm leases, maintenance and repairs) represent €216.3 million,
i.e., less than 3% of current expenditure at the consolidated level.
For portfolio companies, operating expenses as defined by the

Taxonomy are therefore not significant in comparison to otheroperating expenses. In accordance with the exemption mentioned
in point 1.1.3.2 of the above mentioned Delegated Act, the eligible
and aligned OpEx are not included below.

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76.16)6+1)416.7:5)<176
European Green Taxonomy $)@7675A:-4)<-,:-/=4)<7:A16.7:5)<176<)*4-;
TurnoverE^,ĐƌŝƚĞƌŝĂ
;ΖŽĞƐEŽƚ^ŝŐŶŝĮĐĂŶƚůǇ,ĂƌŵΖͿ^ƵďƐƚĂŶƟĂů
ĐŽŶƚƌŝďƵƟŽŶĐƌŝƚĞƌŝĂ

%

%

%

%

DŝŶŝŵƵŵƐĂĨĞŐƵĂƌĚƐ;ϭϳͿWŽůůƵƟŽŶ;ϵͿ%WŽůůƵƟŽŶ;ϭϱͿŝƌĐƵůĂƌĞĐŽŶŽŵǇ;ϴͿ

%ŝŽĚŝǀĞƌƐŝƚǇĂŶĚĞĐŽƐǇƐƚĞŵƐ;ϭϲͿtĂƚĞƌĂŶĚŵĂƌŝŶĞƌĞƐŽƵƌĐĞƐ;ϳͿůŝŵĂƚĞĐŚĂŶŐĞĂĚĂƉƚĂƟŽŶ;ϲͿ%ŝƌĐƵůĂƌĞĐŽŶŽŵǇ;ϭϰͿůŝŵĂƚĞĐŚĂŶŐĞ
ŵŝƟŐĂƟŽŶ;ϱͿΦŵtĂƚĞƌĂŶĚŵĂƌŝŶĞƌĞƐŽƵƌĐĞƐ;ϭϯͿůŝŵĂƚĞĐŚĂŶŐĞĂĚĂƉƚĂƟŽŶ;ϭϮͿůŝŵĂƚĞĐŚĂŶŐĞ
ŵŝƟŐĂƟŽŶ;ϭϭͿŝŽĚŝǀĞƌƐŝƚǇĂŶĚĞĐŽƐǇƐƚĞŵƐ;ϭϬͿWƌŽƉŽƌƟŽŶŽĨƚƵƌŶŽǀĞƌ;ϰͿ

ŽĚĞ;ƐͿ;ϮͿďƐŽůƵƚĞƚƵƌŶŽǀĞƌ;ϯͿĐŽŶŽŵŝĐĂĐƟǀŝƟĞƐ;ϭͿ

zͬE zͬE zͬE zͬE zͬE zͬE zͬEdĂǆŽŶŽŵǇ dĂǆŽŶŽŵǇ
ĂůŝŐŶĞĚ
ĂůŝŐŶĞĚ ĂƚĞŐŽƌǇ ĂƚĞŐŽƌǇ
ƉƌŽƉŽƌƟŽŶ ƉƌŽƉŽƌƟŽŶ ;ĞŶĂďůŝŶŐ ;ƚƌĂŶƐŝƟŽŶĂů
ŽĨƚƵƌŶŽǀĞƌ ŽĨƚƵƌŶŽǀĞƌ ĂĐƟǀŝƚǇͿĂĐƟǀŝƚǇͿǇĞĂƌzǇĞĂƌzͲϭ
;ϮϬͿ
;ϮϭͿ
;ϭϴͿ
;ϭϵͿ

%

%

E

ͲdyKEKDzͲ>/'/>d/s/d/^͘ϭ͘ŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ;dĂǆŽŶŽŵǇͲĂůŝŐŶĞĚͿϯ͘ϲͲDĂŶƵĨĂĐƚƵƌĞŽĨŽƚŚĞƌůŽǁĐĂƌďŽŶƚĞĐŚŶŽůŽŐŝĞƐ
ϲ͘ϭϰͲ/ŶĨƌĂƐƚƌƵĐƚƵƌĞĨŽƌƌĂŝůƚƌĂŶƐƉŽƌƚ

ϯϳ͘ϴ Ϭ͘ϰй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ
ϵ͘ϰ Ϭ͘ϭй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z
z

z
z

z
z

z
z

z
z

z
z

z
z

Ϭ͘ϰй
Ϭ͘ϭй

E
E

ϲ͘ϭϱͲ/ŶĨƌĂƐƚƌƵĐƚƵƌĞĞŶĂďůŝŶŐůŽǁͲĐĂƌďŽŶƌŽĂĚƚƌĂŶƐƉŽƌƚĂŶĚƉƵďůŝĐƚƌĂŶƐƉŽƌƚ

ϭϬ͘Ϭ Ϭ͘ϭй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z

z

z

z

z

z

z

Ϭ͘ϭй

E

ϳ͘ϯͲ/ŶƐƚĂůůĂƟŽŶ͕ŵĂŝŶƚĞŶĂŶĐĞĂŶĚƌĞƉĂŝƌŽĨĞŶĞƌŐǇĞĸĐŝĞŶĐǇĞƋƵŝƉŵĞŶƚ

77.6 Ϭ͘ϵй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z

z

z

z

z

z

z

Ϭ͘ϵй

E

ϳ͘ϲͲ/ŶƐƚĂůůĂƟŽŶ͕ŵĂŝŶƚĞŶĂŶĐĞĂŶĚƌĞƉĂŝƌŽĨƌĞŶĞǁĂďůĞĞŶĞƌŐǇƚĞĐŚŶŽůŽŐŝĞƐϮϰ͘ϱ Ϭ͘ϯй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z

z

z

z

z

z

z

Ϭ͘ϯй

E
E

ϵ͘ϯͲWƌŽĨĞƐƐŝŽŶĂůƐĞƌǀŝĐĞƐƌĞůĂƚĞĚƚŽĞŶĞƌŐǇƉĞƌĨŽƌŵĂŶĐĞŽĨďƵŝůĚŝŶŐƐ

ϮϬ͘Ϭ Ϭ͘Ϯй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z

z

z

z

z

z

z

Ϭ͘Ϯй

dƵƌŶŽǀĞƌŽĨĞŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ(Taxonomy-aligned) (A.1)

179.3 2.1% 100% 0% N/A N/A N/A N/A

Y

Y

Y

Y

Y

Y

Y

2.1%

͘Ϯ͘dĂǆŽŶŽŵǇͲĞůŝŐŝďůĞďƵƚŶŽƚĞŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ;ŶŽƚdĂǆŽŶŽŵǇͲĂůŝŐŶĞĚͿϯ͘ϲͲDĂŶƵĨĂĐƚƵƌĞŽĨŽƚŚĞƌůŽǁĐĂƌďŽŶƚĞĐŚŶŽůŽŐŝĞƐ

ϰϴϮ͘Ϯ ϱ͘ϱйϳ͘ϯͲ/ŶƐƚĂůůĂƟŽŶ͕ŵĂŝŶƚĞŶĂŶĐĞĂŶĚƌĞƉĂŝƌŽĨĞŶĞƌŐǇĞĸĐŝĞŶĐǇĞƋƵŝƉŵĞŶƚ

ϯ͘ϴ Ϭ͘ϬйdƵƌŶŽǀĞƌŽĨƚĂǆŽŶŽŵǇͲĞůŝŐŝďůĞďƵƚŶŽƚĞŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ(not Taxonomy-aligned) (A.2)

486 5.6%

0.0%

665.3 7.6%

2.1%

Total (A.1 + A.2)
ͲdyKEKDzͲEKEͲ>/'/>d/s/d/^dƵƌŶŽǀĞƌŽĨƚĂǆŽŶŽŵǇͲŶŽŶͲĞůŝŐŝďůĞĂĐƟǀŝƟĞƐ;ͿdŽƚĂů;нͿ

272  - 2022 Universal Registration Documentϴ͕Ϭϯϱ ϵϮ͘ϰйϴ͕ϳϬϬ ϭϬϬйd

4

76.16)6+1)416.7:5)<176
European Green Taxonomy

CapEx
E^,ĐƌŝƚĞƌŝĂ
;ΖŽĞƐEŽƚ^ŝŐŶŝĮĐĂŶƚůǇ,ĂƌŵΖͿ^ƵďƐƚĂŶƟĂů
ĐŽŶƚƌŝďƵƟŽŶĐƌŝƚĞƌŝĂ

WŽůůƵƟŽŶ;ϵͿ%%ϯ͘ϲͲDĂŶƵĨĂĐƚƵƌĞŽĨŽƚŚĞƌůŽǁĐĂƌďŽŶƚĞĐŚŶŽůŽŐŝĞƐ
ϲ͘ϱͲdƌĂŶƐƉŽƌƚďǇŵŽƚŽƌďŝŬĞƐ͕ƉĂƐƐĞŶŐĞƌĐĂƌƐĂŶĚůŝŐŚƚĐŽŵŵĞƌĐŝĂůǀĞŚŝĐůĞƐ

ϭ͘Ϯ
Ϭ͘ϱ

Ϭ͘Ϯй ϭϬϬй Ϭй Eͬ Eͬ Eͬ EͬϬ͘ϭй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z
z

z
z

z
z

z
z

z
z

z
z

z
z

Ϭ͘Ϯй
Ϭ͘ϭй

E

ϳ͘ϯͲ/ŶƐƚĂůůĂƟŽŶ͕ŵĂŝŶƚĞŶĂŶĐĞĂŶĚƌĞƉĂŝƌŽĨĞŶĞƌŐǇĞĸĐŝĞŶĐǇĞƋƵŝƉŵĞŶƚϭ͘ϬϬ͘Ϯй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z

z

z

z

z

z

z

Ϭ͘Ϯй

E

ϳ͘ϰͲ/ŶƐƚĂůůĂƟŽŶ͕ŵĂŝŶƚĞŶĂŶĐĞĂŶĚƌĞƉĂŝƌŽĨĐŚĂƌŐŝŶŐƐƚĂƟŽŶƐĨŽƌĞůĞĐƚƌŝĐǀĞŚŝĐůĞƐŝŶďƵŝůĚŝŶŐƐĂŶĚƉĂƌŬŝŶŐƐƉĂĐĞƐĂƩĂĐŚĞĚƚŽďƵŝůĚŝŶŐƐϬ͘ϭϬ͘Ϭй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z

z

z

z

z

z

z

Ϭ͘Ϭй

E
E

%

WŽůůƵƟŽŶ;ϭϱͿŝƌĐƵůĂƌĞĐŽŶŽŵǇ;ϴͿ

%DŝŶŝŵƵŵ
ƐĂĨĞŐƵĂƌĚƐ;ϭϳͿŝŽĚŝǀĞƌƐŝƚǇĂŶĚĞĐŽƐǇƐƚĞŵƐ;ϭϲͿtĂƚĞƌĂŶĚŵĂƌŝŶĞƌĞƐŽƵƌĐĞƐ;ϳͿůŝŵĂƚĞĐŚĂŶŐĞĂĚĂƉƚĂƟŽŶ;ϲͿ%ŝƌĐƵůĂƌĞĐŽŶŽŵǇ;ϭϰͿůŝŵĂƚĞĐŚĂŶŐĞ
ŵŝƟŐĂƟŽŶ;ϱͿ%tĂƚĞƌĂŶĚŵĂƌŝŶĞƌĞƐŽƵƌĐĞƐ;ϭϯͿůŝŵĂƚĞĐŚĂŶŐĞĂĚĂƉƚĂƟŽŶ;ϭϮͿůŝŵĂƚĞĐŚĂŶŐĞ
ŵŝƟŐĂƟŽŶ;ϭϭͿŝŽĚŝǀĞƌƐŝƚǇĂŶĚĞĐŽƐǇƐƚĞŵƐ;ϭϬͿWƌŽƉŽƌƟŽŶŽĨĂƉǆ;ϰͿ
%ŽĚĞ;ƐͿ;ϮͿďƐŽůƵƚĞĂƉǆ;ϯͿΦŵĐŽŶŽŵŝĐĂĐƟǀŝƟĞƐ;ϭͿ

zͬE zͬE zͬE zͬE zͬE zͬE zͬEdĂǆŽŶŽŵǇ dĂǆŽŶŽŵǇ
ĂƚĞŐŽƌǇ
ĂůŝŐŶĞĚ
ĂůŝŐŶĞĚ ĂƚĞŐŽƌǇ ;ƚƌĂŶƐŝƟŽƉƌŽƉŽƌƟŽŶ ƉƌŽƉŽƌƟŽŶ ;ĞŶĂďůŝŶŐ
ŶĂůŽĨĂƉǆ ŽĨĂƉǆ ĂĐƟǀŝƚǇͿ ĂĐƟǀŝƚǇͿǇĞĂƌz;ϮϬͿǇĞĂƌzͲϭ
;ϮϭͿ
;ϭϴͿ
;ϭϵͿ

%

%

E

d

ͲdyKEKDzͲ>/'/>d/s/d/^͘ϭ͘ŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ;dĂǆŽŶŽŵǇͲĂůŝŐŶĞĚͿϳ͘ϲͲ/ŶƐƚĂůůĂƟŽŶ͕ŵĂŝŶƚĞŶĂŶĐĞĂŶĚƌĞƉĂŝƌŽĨƌĞŶĞǁĂďůĞĞŶĞƌŐǇƚĞĐŚŶŽůŽŐŝĞƐ
ĂƉǆŽĨĞŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ
(Taxonomy-aligned) (A.1)ϭ͘ϬϬ͘Ϯй ϭϬϬй Ϭй Eͬ Eͬ Eͬ Eͬ

z

z

z

z

z

z

z

Ϭ͘Ϯй

3.8

0.7% 100% 0% N/A N/A N/A N/A

Y

Y

Y

Y

Y

Y

Y

0.7%

d

͘Ϯ͘dĂǆŽŶŽŵǇͲĞůŝŐŝďůĞďƵƚŶŽƚĞŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ;ŶŽƚdĂǆŽŶŽŵǇͲĂůŝŐŶĞĚͿϯ͘ϲͲDĂŶƵĨĂĐƚƵƌĞŽĨŽƚŚĞƌůŽǁĐĂƌďŽŶƚĞĐŚŶŽůŽŐŝĞƐ

ϭϱ͘ϲ ϯ͘Ϭйϰ͘ϮϱͲWƌŽĚƵĐƟŽŶŽĨŚĞĂƚͬĐŽŽůƵƐŝŶŐǁĂƐƚĞŚĞĂƚϭ͘ϰ Ϭ͘ϯйϲ͘ϱͲdƌĂŶƐƉŽƌƚďǇŵŽƚŽƌďŝŬĞƐ͕ƉĂƐƐĞŶŐĞƌĐĂƌƐĂŶĚůŝŐŚƚĐŽŵŵĞƌĐŝĂůǀĞŚŝĐůĞƐ

43.3 ϴ͘Ϯйϳ͘ϮͲZĞŶŽǀĂƟŽŶŽĨĞǆŝƐƟŶŐďƵŝůĚŝŶŐƐ

Ϭ͘ϳ Ϭ͘ϭйϳ͘ϳͲĐƋƵŝƐŝƟŽŶĂŶĚŽǁŶĞƌƐŚŝƉŽĨďƵŝůĚŝŶŐƐ

ϭϮϳ͘ϰ 24.2%

ϴ͘ϭͲĂƚĂƉƌŽĐĞƐƐŝŶŐ͕ŚŽƐƟŶŐĂŶĚƌĞůĂƚĞĚĂĐƟǀŝƟĞƐ
ĂƉǆŽĨƚĂǆŽŶŽŵǇͲĞůŝŐŝďůĞďƵƚŶŽƚĞŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ(not Taxonomy-aligned) (A.2)
Total (A.1 + A.2)
ͲdyKEKDzͲEKEͲ>/'/>d/s/d/^ĂƉǆŽĨƚĂǆŽŶŽŵǇͲŶŽŶͲĞůŝŐŝďůĞĂĐƟǀŝƟĞƐ;ͿdŽƚĂů;нͿϭ͘ϭ Ϭ͘Ϯй
189.5 36.1%

0.0%

193.3 36.8%

0.7%

332.3 63.2%
525.6 ϭϬϬй - 2022 Universal Registration Document

273

4

76.16)6+1)416.7:5)<176
European Green Taxonomy

OpEx
E^,ĐƌŝƚĞƌŝĂ
;ΖŽĞƐEŽƚ^ŝŐŶŝĮĐĂŶƚůǇ,ĂƌŵΖͿ^ƵďƐƚĂŶƟĂů
ĐŽŶƚƌŝďƵƟŽŶĐƌŝƚĞƌŝĂ

WŽůůƵƟŽŶ;ϵͿtĂƚĞƌĂŶĚŵĂƌŝŶĞƌĞƐŽƵƌĐĞƐ;ϭϯͿůŝŵĂƚĞĐŚĂŶŐĞĂĚĂƉƚĂƟŽŶ;ϭϮͿůŝŵĂƚĞĐŚĂŶŐĞ
ŵŝƟŐĂƟŽŶ;ϭϭͿŝŽĚŝǀĞƌƐŝƚǇĂŶĚĞĐŽƐǇƐƚĞŵƐ;ϭϬͿ

%

%

%

%

%

Ϭ͘Ϭ

Ϭ͘Ϭй Ϭ͘ϬйDŝŶŝŵƵŵƐĂĨĞŐƵĂƌĚƐ;ϭϳͿŝƌĐƵůĂƌĞĐŽŶŽŵǇ;ϴͿ

%WŽůůƵƟŽŶ;ϭϱͿtĂƚĞƌĂŶĚŵĂƌŝŶĞƌĞƐŽƵƌĐĞƐ;ϳͿůŝŵĂƚĞĐŚĂŶŐĞĂĚĂƉƚĂƟŽŶ;ϲͿ%ŝŽĚŝǀĞƌƐŝƚǇĂŶĚĞĐŽƐǇƐƚĞŵƐ;ϭϲͿůŝŵĂƚĞĐŚĂŶŐĞ
ŵŝƟŐĂƟŽŶ;ϱͿΦŵŝƌĐƵůĂƌĞĐŽŶŽŵǇ;ϭϰͿWƌŽƉŽƌƟŽŶŽĨKƉǆ;ϰͿ

ŽĚĞ;ƐͿ;ϮͿďƐŽůƵƚĞKƉǆ;ϯͿĐŽŶŽŵŝĐĂĐƟǀŝƟĞƐ;ϭͿdĂǆŽŶŽŵǇ dĂǆŽŶŽŵǇ
ĂƚĞŐŽƌǇ
ĂůŝŐŶĞĚ
ĂůŝŐŶĞĚ ĂƚĞŐŽƌǇ ;ƚƌĂŶƐŝƟŽƉƌŽƉŽƌƟŽŶ ƉƌŽƉŽƌƟŽŶ ;ĞŶĂďůŝŶŐ
ŶĂůŽĨKƉǆ ŽĨKƉǆ ĂĐƟǀŝƚǇͿ ĂĐƟǀŝƚǇͿ;ϮϬͿǇĞĂƌzǇĞĂƌzͲϭ
;ϮϭͿ
;ϭϴͿ
;ϭϵͿ

zͬE zͬE zͬE zͬE zͬE zͬE zͬE

%

Y

Ϭ͘Ϭй

ͲdyKEKDzͲ>/'/>Ͳd/s/d/^͘ϭ͘ŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ;dĂǆŽŶŽŵǇͲĂůŝŐŶĞĚͿKƉǆŽĨĞŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ
;dĂǆŽŶŽŵǇͲĂůŝŐŶĞĚͿ;͘ϭͿϬй Eͬ Eͬ Eͬ Eͬ

Y

Y

Y

Y

Y

Y

͘Ϯ͘dĂǆŽŶŽŵǇͲĞůŝŐŝďůĞďƵƚŶŽƚĞŶǀŝƌŽŶŵĞŶƚĂůůǇƐƵƐƚĂŝŶĂďůĞĂĐƟǀŝƟĞƐ;ŶŽƚdĂǆŽŶŽŵǇͲĂůŝŐŶĞĚͿ
OpEx of taxonomy-eligible but not environmentally sustainableĂĐƟǀŝƟĞƐ;ŶŽƚdĂǆŽŶŽŵǇͲĂůŝŐŶĞĚͿ;͘ϮͿϬ͘ϬϬ Ϭ͘ϬйϬ͘ϬйdŽƚĂů;͘ϭн͘ϮͿ

0

Ϭ͘Ϭй

ͲdyKEKDzͲEKEͲ>/'/>d/s/d/^KƉǆŽĨƚĂǆŽŶŽŵǇͲŶŽŶͲĞůŝŐŝďůĞĂĐƟǀŝƟĞƐ;ͿdŽƚĂů;нͿϮϭϲ Ϭ͘ϬйϮϭϲ ϭϬϬй274  - 2022 Universal Registration Document

Ϭ͘Ϭй

%

E

d

76.16)6+1)416.7:5)<176
Duty of care plans4 =<A7.+):-84)6;
In 2016, in response to the requirements of the March 27, 2017 lawon duty of care, Wendel’s CSR Steering Committee set up a
working group to create a duty of care plan applicable to theGroup companies affected by these regulations. The principal
Group companies affected by the duty of care are Bureau Veritas,
Constantia Flexibles, Stahl and CPI.

companies perform a risk analysis with respect to the topics
covered by the duty of care regulations:With
regardtoinformation
publishedpursuantto
Article R. 225-105-1 of the French Commercial Code, a certain
number of tools and procedures had already been implemented
on topics covered by the duty of care.

 preventing harm to the environment.

As an investment company that acts as a professional shareholder,
Wendel does not take part in the operational management of its
subsidiaries. However, it ensures that its subsidiaries take into
account the risks targeted by the duty of care regulations, to theextent that they relate to their business. In this context, the relevant preventing

violations of human rights and fundamental

freedoms;

 personal health and safety;
On the basis of this risk assessment, duty of care plans were drawn
up by the companies within the relevant scope and are publishedin this Universal Registration Document, with the exception of
Bureau Veritas, in accordance with the applicable regulations. The
Bureau Veritas Compliance Program is also available in the group's
Universal Registration Document. The specificities of each duty ofcare plan set up by the companies within the scope of
consolidation can be found below.

'-6,-4C#
As Wendel is a holding company made up of a small management
team, its duty of care largely relates to its controlled companies.
Nevertheless, Wendel has taken the following steps to strengthen
its approach to preventing any potential violations of human rights,
personal health and safety, and the environment:

 signature of the Code of Ethics by all employees and new hires.
The Code of Ethics includes a reminder of Wendel’s strict
compliance with international human rights conventions, andproposes a set of rules and measures to ensure a safer working
environment (respect in the workplace, whistleblowing
procedure in the event of non-compliance, etc.). It is shared withall third parties and partners with which the Group enters into atransactional relationship. Wendel requires the portfolio
companies in which it invests to adopt similar standards;

 adoption of remote working rules in compliance with theregulations applicable to on-site and remote working in the
countries where the Group operates, when required by local
authorities. Wendel’s teams also maintain a constant dialogue
with the management teams of the companies within its
portfolio in order to support and advise them on the
management of the various waves of the Covid-19 pandemic, sothat the best measures can be taken to protect employees, while
ensuring business continuity;

 reinforcement of the internal Wendel Protect tool in early 2022
through the development of an ESG assessment module, which
evaluates third parties on the basis of sustainability criteria whena threshold amount is exceeded during the year. This moduleaims to select and give preference to third parties who areconcerned about taking environmental and social criteria into
account in their own value chains, for example by setting up a
Responsible Purchasing Charter or obtaining third-party labels.
Wendel’s internal whistleblowing procedure may also be used toreport serious social and environmental breaches, as set out in the
duty of care regulations. It is available on Wendel’s website, in the
ESG section: www.wendelgroup.com.

 - 2022 Universal Registration Document

275

4

76.16)6+1)416.7:5)<176
Duty of care plans#<)04
Risk assessment
Stahl carried out a review of its risk assessment and control policies
within the scope of the French law on Duty of Care. This review
covered the risks linked to its employees, suppliers andcustomers/external markets. Stahl has adopted governancepolicies covering health and safety, the environment, and humanrights in order to mitigate such risks. These policies are included in
the risk mapping section below. The Duty of Care Team performed
a review of the three risks in 2022.

Duty of Care TeamIn 2019, Stahl established a Duty of Care Team. In 2020, two
additional members joined the team, which now includes
representatives from Operations (COO), HR (group director), Tax &Compliance (manager), Finance (CFO), ESG (Environment Social &Governance group director and manager) and Risk (manager). The
Duty of Care Team meets each quarter to monitor the effectivenessof the duty of care plan and to monitor progress on EFPD and
Sapin II.

Duty of care plan
Stahl’s duty of care plan corresponds to the French law 2017-399(March 2017) on Duty of Care. The duty of care plan identifies andaims to prevent the risk of serious violations of human rights andfundamental freedoms as well as harm to human health, safety andthe environment. The Stahl Duty of Care Team meets periodicallyto monitor the effectiveness of the duty of care plan.

 Mitigation actions include: Code of Conduct: The Stahl Employee Code of Conduct haschapters on modern slavery, conflicts of interest, businesspractices, data and IP protection, financial reporting and also
outlines whistleblower rules. Stahl also has a Code of Conduct
for business partners (updated in 2020 with the ten principlesof the UN Global Compact). Suppliers are evaluated using theexternal independent EcoVadis rating system. The Business
Partner Code of Conduct is a standard part of contracts withthird parties. Both Codes of Conduct are discussed at themonthly Management Team and Quarterly meetings with
Executive Control Group; whistleblowing: The Stahl whistleblower policy allows anyone(employees and people outside the company) to reportsuspicious behavior that could be in conflict with the Code of
Conduct by e-mail or phone, with the necessary protection
guarantee for the whistleblower in question. The policy was
updated in 2021. Since 2022, Stahl has created theopportunity for anyone (inside or outside the company) toreport anonymously through the Stahl website (dedicatedpage with a form). Using the same form, they can also leave
contact details. Whistleblower reports are included annually inthe external ESG report;
 training: To ensure that our employees understand the issues

regarding modern slavery, diversity, discrimination, equal
treatment, sexual harassment etc., with respect to their own
behavior and that of colleagues and of business partners(which includes suppliers), regular corporate training on theissues is recommended. Stahl employees have completed
different levels of online training. Training hours are reported
in the annual Stahl ESG report.

The duty of care plan focuses on the following three (3) identified
main duty of care risks associated with Stahl’s activities and theappropriate prevention of these risks through mitigation actions
and the monitoring of the effectiveness of such actions: The Stahl Compliance officer also organizes yearly calls with

Risks linked to human rights and the societal impact
of its activities

 2021: Human Rights Policy published for employees.

 Gross

risk: Modern slavery, the lack of diversity, anddiscrimination need to be eliminated from the industry, startingwith employees and corporate policies. Violations orprosecutions in this respect could also have an impact on the
Company’s financial performance and reputation.

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selected colleagues, distributors andanti-corruption and human rights issues.

suppliers 2021: Introduction of three new diversity training courses.
 2021: First Stahl People Experience Survey conducted.

on76.16)6+1)416.7:5)<176
Duty of care plans 2022: Create, encourage and promote an open culture (e.g.,

Stahl People Experience Survey, webinars, training, weekly
employee newsletter, etc.).
 2022:Start supplier audits (10 selected
workplace conditions by a third party.

suppliers)on 2022: Focus groups and action groups based on the outcomeof the Stahl People Experience Survey 2021.
 2022: Diversity, Equity and Inclusion Steering Committee andlocal groups formed to execute action plans resulting from the2021 Stahl People Experience Survey.
 2022: Implementation of a due diligence tool for customers

that helps Stahl to get to know its customers and avoid
entering into business relationships that may harm the trust
placed in Stahl.
 2022: During salary reviews, explicitly introduced Mercer

reference and consistent check on conformity of payments.

Risks linked to the health and safetyof employees & (sub) contractors

 Gross risk: The risks in this category range from injuries to
employees due to slips or falls, to more significant accidents
involving chemical spills, machinery operations or exposure todangerous substances. These are commonplace in the (heavily
regulated) chemical industry and Stahl holds itself to the highest
health and safety standards in this respect.

 Mitigation actions including: strict legislation & auditing: Stahl is audited by externalorganizations, including governmental bodies (like ISO,accountancy firms (including NFRD compliance), industry
initiatives (e.g., on ZDHC by Eurofins/Chemmap) and local
authorities on environmental permits) on a regular basis.
Stahl’s policy is to adopt the highest regulatory standards andapply them throughout its operations globally; effective SHE policies with clear rules, guidelines and KPIs.

Stahl has a zero-tolerance policy towards unsafe acts;
 auditing and reporting on health and safety, including

accidents and incidents. This is performed monthly andannually by Stahl;4 training:

Courses on general SHE (Safety, Health andEnvironment) topics, chemical management including safe
handling (for Stahl employees, contractors and visitors of Stahlsites);

 identify and act on health and safety risks at the sites ofcustomers who use Stahl chemicals; create, encourage and promote an open culture (e.g., Stahl

People Experience Survey, webinars, training, employee
newsletter, etc.);
 2022: New SHE management system developed by arecognized external partner, to further develop a digital toolkit
for risk assessments and easy reporting by app. on any digital
device; 2022: Material increase in CapEx spend related to Safety,

Health and Environment in working conditions, process safety
and eliminating smaller risks in slip/trip/falls and cuts. Spendincreased from €1.5 million to €5 million; 2022: Key projects in underground tank storage, overflow

protections, protective PPE for all employees globally; 2022: Executed safety improvement program at all sites; 2022: Running SafeAlign workshops supported by Dekra at

most sites.

Risks linked to the protection of the environment Gross risk: These risks are linked to unplanned releases to theenvironment of hazardous materials from Stahl sites, as well as
the risks linked to the environmental stewardship practices ofour suppliers and customers in the supply chain, who use Stahl’s
products in their manufacturing operations or who provide itwith raw materials.

 Mitigation actions including: alignment with the 17 UN Sustainable Development Goals;
 effective SHE policies, e.g., covering the risks linked to spills or

releases into the environment, a dedicated spill team trainedon a regular basis; periodic reporting of spills, releases, incidents, emissions,waste and other environmental KPIs;
 climate resilience and adaption plan – how the company

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Duty of care plans proactive participation in environmental stewardship projects

in the supply chain; long-term ESG targets (ESG Roadmap to 2030) for climatechange (mainly through CO2 and energy reduction); Stahl also takes into account potential health and safety risks

for customers who use its chemicals, and this also requires
mitigation actions. Indeed, many of its customers work inenvironments that are not as highly regulated as the chemicalindustry. Stahl has taken action, either alone or in conjunction
with other peer companies and non-governmentalorganizations, to train users in these cases on (1) the safe useof chemicals, (2) the correct use of personal protective
equipment, and (3) communicating clear rules on exposure
prevention for potentially harmful chemicals. In addition tothis, Stahl itself regularly hosts seminars around the world, forexample in India, Pakistan and Bangladesh, which areattended by large groups of customers, which focus on safety,
health, environmental stewardship and sustainability ingeneral; 2022: Scope 3 target set, on top of the existing Scope 1 and 2

targets, pending SBTi approval for the full carbon footprint(Scope 1, 2 and 3 target on absolute emissions);
 2022: Formation of a Carbon Steering Committee and Carbon

working groups to speed up and streamline the Carbon
reduction possibilities and plans; 2022: Introduction of a global waste policy based on

ISO 14001 and circular economy principles; 2022: Implemented a wastewater treatment plant at the

Waalwijk site (Netherlands);
2022: Implemented zero discharge wastewater treatment at
the Suzhou site (China); 2022: Implemented condensors, reducing emissions to air

materially at a European site; 2022: Implemented three solar panel projects in India, Mexicoand Singapore.

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Monitoring the policies and activities in placeand measuring their effectiveness KPIs related to corruption/bribery/harassment/non-compliance/
environment/safety are reported annually at least in Stahl’s ESG
publications.

 EcoVadis is used to track and monitor performance withselected suppliers and their suppliers on social, environmental
and safety dimensions.

 Incidents, cases and accidents are closely tracked, monitored
and action is taken based on data.

 The effectiveness of Stahl’s policies is assessed by measuringsafety and spills performance at each site, acting in cases where
the data is trending the wrong way.

 Stahl’s ESG roadmap to 2030 includes environmental, social andsafety targets (see section 4.2.3 − Stahl’s ESG Performance).

 EcoVadis platinum rating, which is the highest possible rating forthe four EcoVadis priorities: Environment, Labor & Human
Rights, Ethics, and Sustainable Procurement.

 Stahl

is involved in selected projects with NGOs andgovernment on training workers who use its chemicals, e.g., thesafe handling of chemicals project in Bangladesh, where training
statistics and the improvement in incident rates will be tracked.

 The Code of Conduct covers non-compliance of third parties.
 Letter of Representation, signed by local Stahl managers eachyear, which include Code of Conduct related risks.

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Duty of care plans4

76;<)6<1)4-@1*4-;
Risk mapping

Risks related to the environment

Risks related to Constantia Flexibles’ own operations

Constantia Flexibles identified “Climate Change” and “Airpollution” as the main risks, besides dealing with the topics andrelated risks of other environmental issues.

The detailed identification, analysis and assessment of risks has
been developed in the countries where Constantia Flexibles
operates its own production facilities. These countries are in theregion “EU-countries”, where 17 of all Constantia Flexibles’
production-units are located although the group operates another21 plants in countries outside the European Union, such as theRussian Federation (2), Vietnam (1), India (11), South Africa (3), theUnited States (1), the UK (1) and Mexico (1) (the risk rating for eachcountry comes from the databases of organizations such as
ILO, etc.).

Risks to the health and safety of individuals(on-site employees and sub-contractors,
consumers, residents)
The risk of “occupational injuries and fatalities”, “occupational
toxics and hazards” were aggregated at the same level as potential“industrial (major) accidents” for all locations.
Moreover, Constantia Flexibles ensures the provision of flexible
packaging according to customers’ specifications and regulatory
requirements in the food and pharmaceutical sectors. In terms of“Consumer health and safety”, this aspect was recognized andmapped as an opportunity (competitive advantage) for which arange of counter measures is already effectively implemented byConstantia Flexibles. Additional business opportunities forConstantia Flexibles are long-term trends such as urbanization,
emerging middle class, demand for products that are not harmful
to health, premium products and sustainability.

Constantia Flexibles’ climate-related policies are described in
section 4.2.2.
The company is aware of the risk of air pollution and the impact of
VOC emissions on the environment. These emissions originate inplants from the usage of solvents. In this context, the company has
installed Regenerative Thermal Oxidizers (RTO) in several plants
and aims to decrease its overall solvent consumption.
During the risk assessment, to fulfill the requirements of the Duty ofCare framework, it also identified that the potential risk categoriesof raw materials/resource depletion, water scarcity andland/ecosystem/biodiversity destruction could be considered asvery low.

Risks related to human rights
and fundamental freedoms
As a manufacturer of flexible packaging operating in 19 countries
worldwide, Constantia Flexibles clearly commits to compliance withinternationally recognized human rights. The categories in which it
assessed the related residual risks include: non-respect of freedom of association and collective bargaining(including the right to join and form unions and to strike); non-respectof international labor standards on migrant

workers; and non-respect of data privacy.
These topics were clearly identified as salient due to the company’s
multi-country business. Following the group’s organization, thecountries exposed to the above risks are mainly outside theEuropean Union.
Constantia Flexibles recognizes and respects its employees’ right tofreedom of assembly, as well as their right to elect theirrepresentatives freely and independently.
Furthermore, Constantia Flexibles has a zero-tolerance approach tomodern slavery in all forms such as slavery, servitude, forced andcompulsory labor and human trafficking, all of which arerecognized as the deprivation of a person’s freedom by another inorder to exploit them for personal or commercial gain.

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Duty of care plans

The group is committed to acting ethically and with integrity in all
its business dealings and relationships by implementing andenforcing effective systems and controls to eliminate potential
breaches in its supply chain.

Regular assessment procedures
and mitigation measures

Constantia Flexibles complies with the rules established by theUnited Nations on human and children’s rights and commits tooffering working conditions that are free of any form of harassment
and bullying. No form of violence or harassment is tolerated.

Constantia Flexibles implemented its Risk and Opportunity
Framework with a bottom-up approach using a group-widestandardized risk-catalogue. On a group level, risks areconsolidated and reassessed twice a year.

Risks related to Constantia Flexibles’ purchasing
Constantia Flexibles has identified the risks related to its tier 1
suppliers for the scope of each purchase category, in several
stages.
The first stage involved collecting and centralizing key data for eachmajor category of purchases made by Group Procurement. The
mapping includes the four major categories of goods procured
within Constantia Flexibles, which are “Aluminum”, “Film”,“Chemicals” and “Paper”. Each category represents the amount ofgoods bought as a share of spending, namely aluminum (about
1/3), film (about 1/3), chemicals (about 1/5) and paper (less than10%).
The second stage of the mapping process involved ranking the
CSR risks – split again into three main categories: “human rights
and fundamental freedoms”, “health and safety” and “environment”– and linking and assessing the respective risks to the countries
where the suppliers produce the required goods and raw materials.
For
this
assessment,the“GlobalRisk(www.globalriskprofile.com) risk assessment was used.

Profiles”

Steered by group Procurement, Constantia Flexibles monitors themain suppliers of raw materials in their non-financial performanceusing standardized forms. As part of its supplier-selection process,a self-evaluation form to be filled by the potential supplieraddresses core topics related to environmental, social and ethicalrisks that may arise from manufacturing and is based on theConstantia Flexibles’ Code of Conduct. Further supplier audits
performed by Constantia Flexibles at the supplier production
facility follow a standardized set of questions to ensure adherence
to the required standard.

Risks related to Constantia Flexibles’ own operations

In the course of this process, certain risks need to be dealt with by
the group’s Human Resources, Sustainability/Environment and
Health and Safety departments. Moreover core business-risks fromall operating sites (plants) globally will also be collected, assessed
and reviewed.
The analysis of these risks takes into account appropriate mitigation
measures and their potential effects at the current stage, andsubsequently describes the level of residual risk.
Constantia Flexibles determines ownership by naming risk-owners,
who are the persons responsible for implementing the specified
mitigation actions. This includes respective risk ownership on aGroup as well as on a plant level.
Constantia Flexibles holds Risk Committee meetings and also
Safety Committee meetings. The Audit Committee (meeting as partof the Supervisory Board), examines all the aspects of Internal Audit
covering financial processes, statutory audits, etc. The social risks ordegradation of Human Rights (working hours, data privacy, labor
conditions, etc.),
Healthand
Safety(accident
reports,
sick-leave/workers’
compensation),
Environment(wastemanagement, potential areas of pollution, etc.) are also handled by
the Audit Committee. Constantia Flexibles experts from otherGroup functions are consulted each time, as necessary.

Risks to the health and safety of individuals(employees and sub-contractors on site,
consumers, residents)
These risks are mainly derived from the “List of Main Risks” which
can be applied here.
Constantia Flexibles treats Safety as a top priority, especially at the
manufacturing sites, where people who work for and with
Constantia Flexibles are exposed to the hazards attached to its
operations. Therefore, with regard to the personal protection,
Constantia Flexibles does not distinguish between prevention andworkplace safety rules in their contracts (for employees, leased
personnel/temporary workers, contractors). Moreover, the constantdevelopment and maintaining of safe and sustainable working
conditions are supported by:

 Group Standards such as the group HSE Policy and underlying
HSE Standards applicable for all subsidiaries;

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Duty of care plans thegroup reporting
standardized templates;

processforaccidents,

including defined group Terms & Definitions which underpin the need for
a common understanding and a set of performance figures
throughout all countries where Constantia Flexibles operates,
regardless of individual, national requirements;

 a minimum number of HSE-related topics integrated into the site
visits/audits performed by HSE and group Internal Audit.
For all Constantia Flexibles group standards set out as group-wide
procedures, an Internal Document Control System provides thelatest version on the Constantia Flexibles Intranet-pages. Beside
this database, ongoing training has to be attended online by all
management functions on core business-policies, for example theCode of Conduct.
Additional Group departments, such as the Operations
Development as part of the Global Operations department, ensure
the constant implementation of technical improvements
considering technical safety alongside efficiency and operational
excellence (for example, in the field of fire safety).

Risks related to the environment
Constantia Flexibles has a comprehensive sustainability policy inplace, which includes an appendix that details actions andmeasures implemented to work towards the company’scommitments and core targets. Furthermore, the Code of Conduct
and the Code of Conduct for Suppliers include clauses on theenvironment and responsible sourcing, reflecting and outlining theimportance of sustainability in the company’s written principles tointernal and external stakeholders.
All mitigation actions on the environmental aspects are presented
in section 4.2.2 − Constantia’s ESG Performance, including: GHG emissions mitigation plan (approved SBTi targets by 2030
and 2030 and 2050), including the actions implemented tomitigate the risk of air pollution and Scope 3 emissions(downstream and upstream); participating and steering initiatives throughout the value chain(Aluminium Stewardship Initiative, A Circular Economy for
Flexible Packaging, New Plastics Economy led by the Ellen
MacArthur Foundation).

4

Risks related to human rights
and fundamental freedoms
The largest risk category is covered in this section and could impact
people working with and for Constantia Flexibles at allorganizational levels and in all countries where the group operates
manufacturing sites.
The sub-categories for which the country-related risks wereassessed were identified mainly based on the principles of the UN’s
Universal Declaration of Human Rights and the ETI Base Codes.
Due to established regulations and applied standards, all countries
belonging to the European Union could receive lower ratings fortheir inherent exposure to risks in the above-mentioned categories.
Nevertheless, Constantia Flexibles has implemented Group-wide
internal standards and built up specific reporting lines for key
performance indicators, which are compiled with at Group level.
As one of the key documents, the Code of Conduct covers most of
the topics within the group as a whole. However, during theassessments performed for the Duty of Care framework, thepotential of further improvements were identified with regard to
the minimum standards regarding excessive working hours andunequal salaries.

Risks related to Constantia Flexibles’ purchasing
To fulfill duty of care requirements and describe the different kindsof assessment procedures, Constantia Flexibles has identified thefollowing fields of activities and procedures. All purchasecategories were summarized to be classified commonly as“industrial manufacturing” (B2B only): potential risks related to “Human Rights and Fundamental
freedoms”, “Health and Safety” as well as “Environment” areeffectively covered by the CSR-related purchasing charter
named “Code of Conduct for Suppliers”, which Constantia
Flexibles requires all suppliers to adhere to in principle;

 integration of mandatory minimum requirements of CSR terms
and conditions included in contracts and purchase orders;furthermore, group Procurement performs supplier audits attheir production sites and requests them to fill in aself-assessment form named “pre-audit questionnaire”.

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Duty of care plans

Alert mechanism
In 2008, Constantia Flexibles set up a whistleblower hotline. It is
outsourced to a dedicated external legal service provider, which
deals as the first point of contact for all incoming e-mails and calls.
The external legal service provider is held to strict confidentiality
obligations and is able to answer in most languages spoken within
the Constantia Flexibles group and its affiliates worldwide. Everyalert is then forwarded (depending on the whistleblower’s request)
to Constantia Flexibles’ compliance team.
This system in place aims to encourage employees and leased
personnel/temporary workers to report any concerns regarding
unethical behavior, or any human rights violations, environmental
damage or any other concern relating to the Code of Conduct,
Anti-corruption and Compliance Policy, Antitrust Policy, HR and
Health and Safety policies.
Also covering the French Sapin II law on corruption and anti-bribery
aspects, Constantia Flexibles provides a description of thiswhistleblowing system, which is available on the intranet and also in
the above-mentioned Code of Conduct (available to all employees
or leased personnel/temporary workers). Via the “Ethical Sourcing
Policy” and the “Code of Conduct for Suppliers”, which areavailable on the corporate website and contain contact details forthe whistleblowing hotline, Constantia Flexibles ensures thisinformation is available to external stakeholders (e.g., suppliers,
customers and their employees).

Monitoring system of implemented measuresand assessment of their effectivenessConstantia Flexibles has implemented several systems andstandardized their monitoring throughout all operating facilities.
Training and awareness-raising campaigns were identified byConstantia Flexibles as useful tools. For example, with regard to the
document seen as a basis for the “Duty of Care” framework, namely
the Code of Conduct, Constantia Flexibles provides annual
web-based trainings on the requirements including a (anonymous)
test which needs to be passed with at least 80% correct answers to
successfully complete the online training session.

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To ensure the effectiveness of Constantia Flexibles’ duty of careframework, some group functions have introduced specificmeasures: group Procurement conducts on-site supplier audits based on
defined criteria and recurring internal risk assessments on thedefined purchase-categories (aluminum, chemicals, film, etc.);

 the group Sustainability team collects and monitors all key
environmental indicators for Constantia Flexibles and tracks
performance throughout the Group; the group-wide consolidation platform used as a databaseprovides and includes consistency checks and requests to
upload supporting documents for reported data from theoperating units;

 the group Human Resources department, as well as otherdisciplines like HSE, benefit from the participation of several
operating units in Sedex, which is one of the world’s largest
collaborative platforms for sharing responsible sourcing data on
supply chains, used by more than 50,000 members in over
150 countries. Third-party auditing companies perform so-called
Smeta (Sedex Members Ethical Trade Audits) at the production
sites on behalf of Sedex, which are set up as four pillar audits
covering labor standards, health and safety, business ethics andthe environment; the group HSE department implements group standards to fulfill
the targeted management system based on Constantia
Flexibles’ vision of Zero Loss – No Harm. Moreover, thegroup-wide KPIs to be monitored on monthly basis include, as
well the opportunity to share lessons learned via events(accidents like Lost Time Injuries (LTI)), detailed audits on siteand cross-checks with observations and findings identified by
the group Internal Audit department on site. This department
provides an internal self-assessment matrix which needs to becompleted by the operating units and performs frequent site
visits as part of the activities for ensuring internal compliancewith the standards of Constantia Flexibles, which are set out in
the Code of Conduct and its human rights, health and safety andenvironmental aspects.
Auditing against the required standards performed byindependent parties allows Constantia Flexibles to close the cycle
and constantly learn. These audits performed for Sedex, which arenecessary to obtain any certificate based on ISO-standards or for
any other customer-related packaging-requirements like BRC(British Retail Consortium), give Constantia Flexibles theopportunity to continuously improve globally while ensuring thereliability of its Duty of Care framework.

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Duty of care plans4

:1;1;!:->-6<1766;<1<=<Risk mapping

Evaluation procedures

The following stakeholders have been integrated in the risk
mapping: Tier 1 suppliers, subsidiaries in the United Kingdom andAustralia, employees, and clients.

The risks within the subsidiaries are evaluated through internal
evaluation questionnaires covering cybersecurity risks, which arecompleted at site level on a yearly basis.

The risk mapping is conducted annually and consists in identifying
and ranking the main risks for each stakeholder. This evaluation isbased on criteria such as the geographical location of eachstakeholder, its industry, and its weight within CPI’s value chain.
International frameworks such as Global Risk Profile and SASB areused as a basis for the criteria evaluation.

The risks relating to the downstream supply chain are assessed
through surveys sent to every participant who completes a CPI
training program. These surveys are administrated throughSurveyMonkey and the responses are reviewed by CPI every week.
Trainers have the opportunity to report any incident or risk relating
to the clients during meetings organized at regional level on a
weekly basis.

The main risks identified within the subsidiaries are: risks relating to the environment, such as greenhouse gas
emissions;

 the risk of insufficient health and safety of employees;
 risks relating to the non-respect of human rights and principlesof the International Labor Organization, and to discrimination.
The main risks identified for the upstream supply chain are:

 the risk of insufficient health and safety and non-respect ofhuman rights and principles of the International Labor
Organization, and discrimination for suppliers’ employees;

 the risk of lack of personal data security among online storage
suppliers;

 risks

relating to the environment, such as raw material
consumption.

The main risks identified for the downstream supply chain are: risks relating to the health and safety of people trained directly
by CPI.

The implementation of evaluation procedures for Tier 1 suppliers istaken into consideration.

Actions to mitigate risks
To reduce risks, CPI has implemented the following procedures: integration of diversity and anti-discrimination and safety in theworkplace policies in the Employee Handbook, which is signedby all employees upon their arrival and subject to an annual
review of acknowledgment; addition of sustainability criteria in the tender documents for all
suppliers and for all group entities, with the exception ofAustralia. This formalizes the sustainability standards required by
CPI for purchases in the US and the UK; Australian operations
will also be covered going forward as from 2022;

 onboarding, covering risks relating to human rights anddiversity, in all subsidiaries;

 training on health and safety offered to key employees, in all
subsidiaries;

 certifications such as IACET, CQC, BILD/RNN, and ASQA,
obtained by CPI at country level. Each CPI entity has at least oneof the listed certifications. They cover issues relating to humanrights and health and safety.

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Duty of care plans

Alert mechanism

System to monitor implemented measures

In 2020, CPI implemented a whistleblowing system enabling
employees and other individuals to anonymously report a concern
toareportingoffice,bysendinganemail
towhistleblower@crisisprevention.com. This aims to identify
suspected illegal or unethical conduct or practices or violations of
CPI’s policies. This alert mechanism is referenced in the Employee
Handbook and is available on the company’s website. The alert isreceived and processed by the Chief Compliance Officer and, if
needed, by an external legal partner.

The risk mapping and the implementation of the Vigilance Planrelies on the CEO, the VP HR and the Chief Compliance Officer who
meet on a quarterly basis.

In 2022, the group received one alert through the whistleblowing
mechanism, reporting a CPI staff on staff bullying matter, which was
resolved within a month.

Key performance indicators (KPIs) are monitored internally andreported to the Audit Committee and/or to the Board on a yearlybasis, to evaluate efficiency of mitigating actions. The KPIs are as
follows:

 100% of sites covered by the internal evaluation questionnaire
over the year; 100% of employees had signed the Employee Handbook at the
year-end; 100% of tender documents include a sustainability criteria;
 100% of CPI entities covered by at least one multi-year
certification (IACET, BILD/RNN, ASQA) at the year-end;

 100%of ‘at-risk’ employees trained on anti-bribery andanti-corruption practices over the year.

#Given the integration by Wendel in 2022, this investee has not yet formalized a due diligence plan within the meaning of
Article R. 225-105-1 of the French Commercial Code. The analysis of non-financial risks carried out jointly by ACAMS and Wendel has nothighlighted any risk to date with regard to human rights and fundamental freedoms, health and safety or the environment. As ACAMS is a
US-based training company, the vast majority of its employees work from home.

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Cross-reference table and reporting methodology

4:7;;:-.-:-6+-<)*4-)6,:-87:<16/5-<07,747/A  :7;;:-.-:-6+-<)*4Risk description

EFPD

Policies and outcomes
The cross-reference table below links the non-financial information required in the non-financial performance statement (NFPS) with theother parts of the Wendel Universal Registration Document, where relevant to the Company’s main risks or policies, in accordance with
Article L. 225-102-1 of the French Commercial Code.
Topic

SectionBusiness model
Description of the main businesses (business segments and/or divisions),
products or services, including key figures (i.e., business volumes,
headcount, financial results) by business/division and/or geographical area

Introductory guide and section 4.1.1 – Business modelInteractions within its subsidiaries/business segments (i.e., customer
categories, potential partnerships, use of subcontracting, competitive
positioning, relations with stakeholders, etc.)

Section 1.2 – Business

Challenges and outlook for the entity and its businesses (i.e., market trends,
ongoing transformations, sectoral sustainable development issues, etc.)

Section 1.3 – Investment model: Strategy and objectives

Information relating to value creation and its distribution among
stakeholders

Introductory guide and section 4.1.1 – Business model
Section 8.1.2 – Dividend
Section 4.3.1 – HR performance: fostering commitment,
well-being, support, employability and inclusion

Vision and objectives of the entity (i.e., values, strategy, transformation or
investment plan)

Section 1.3 – Investment model: Strategy and objectives

Main risks related to Wendel’s business
Wendel Group’s ESG issues and responsible investment procedures

Section 4.1.5 – Wendel Group’s ESG strategy

Portfolio companies’ ESG issues

Section 4.2 – ESG performance of controlled portfolio
companies

Risks related to climate change

Sections 4.1.5 and 4.2 (integrated in Wendel’s ESG risks andthe portfolio companies’ ESG performance)

Risks related to Wendel’s human resources

Section 4.3.1 – HR performance: fostering commitment,
well-being, support, employability and inclusion

Risk of non-independence of governance bodies and control mechanisms
and risks related to business ethics

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Cross-reference table and reporting methodology

Topic

Section

Other information mentioned in Article L. 225-102-1 of the French Commercial CodeThe business’ social impact, particularly with regard to collective agreements Section 4.3.1 – HR performance: fostering commitment,
and their effects, combating discrimination and fostering diversity, societal
well-being, support, employability and inclusioncommitments, promoting the practice of sport, disability
The business’ environmental impact, in particular with regard to climatechange, the circular economy, food waste, the fight against food insecurity,
respect for animal welfare and responsible, equitable and sustainable foodClimate issues relating to Wendel’s business are among themain risks facing the Group. The risks, opportunities, policies
and KPIs related to climate change are presented in
sections 4.1.5, 4.2 and 4.3.2
The circular economy approach implemented within Wendel
SE is presented in section 4.3.2 – Measuring and managing
our environmental footprint. Issues relating to the circular
economy specific to Constantia Flexibles are presented in
section 4.2.2
Other environmental risks have not been identified as
relevant to Wendel’s activity as an investor (apart from
specific risks related to the activities of controlled companies
mentioned in section 4.2 – ESG performance of controlled
portfolio companies)

The impact of the business on respect for human rights

Section 4.3.1 – HR performance: fostering commitment,
well-being, support, employability and inclusion
Section 4.5 – Duty of care plans

The impact of the business on the fight against corruption

Section 4.3.3 – Governance and business ethics

  -<07,747/1+)416.7:5)<176
Details of methodologies and specificities (e.g., scope limitations, specific considerations in the consolidation of certain indicators, etc.) arepresented in the various consolidated indicators published in sections 4.1.5 and 4.3 or in the methodological notes for each investment insection 4.2.

286  - 2022 Universal Registration Document

76.16)6+1)416.7:5)<176
Report of one of the Statutory Auditors, appointed as independent third party4"-87:<7.76-7.<0-#<)<=<7:A=,1<7:;
)88716<-,);C16,-8-6,-6<<01:,8):<A
76C<0->-:1.1+)<1767.<0-+76;741,)<-,
676.16)6+1)48-:.7:5)6+-;<)<-5-6<

Year ended December 31, 2022
This is a free English translation of the report by one of the Statutory
Auditors issued in French and is provided solely for the convenienceof English-speaking readers. This report should be read in
conjunction with, and construed in accordance with, French law andprofessional standards applicable in France.
To the Shareholders’ Meeting,In our capacity as Statutory Auditor of Wendel SE (hereinafter the“Company”), appointed as independent third party (“third party”)
and accredited by the French Accreditation Committee (Cofrac),
under number 3-1886 rev. 0 (Cofrac Inspection Accreditation,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
non-financial performance statement, prepared in accordance with
the Company’s procedures (hereinafter the “Guidelines”), for theyear ended December 31, 2022 (hereinafter the “Information” andthe “Statement”, respectively), presented in the Groupmanagement report pursuant to the legal and regulatory provisionsof Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the French
Commercial Code (code de commerce).
Further to your request and beyond the scope of our accreditation
by COFRAC, we also have conducted procedures to express areasonable assurance conclusion on the fact that some information,
selected by the Company, has been prepared, in all material
respects, in accordance with the Guidelines.
Limited assurance conclusion on the Statement pursuant toarticle L225-102-1 of the French Commercial Code (Code deCommerce)
Based on our procedures as described in the section “Nature andscope of procedures” and the evidence we have obtained, nomaterial misstatements have come to our attention that cause us tobelieve that the non-financial performance statement does notcomply with the applicable regulatory provisions and that theInformation, taken as a whole, is not fairly presented in accordancewith the Guidelines.

Reasonable assurance conclusion
included in the Statementonselected

information

In our opinion, the following information, selected by theCompany, has been prepared, in all material respects, inaccordance with the Guidelines: CO2 emissions from scope 1+2 – Financial control (kT CO2 eq);
 Frequency rate of work accidents with time off (per 1,000,000
hours worked); Women in management positions (number and%); Percentage of women among the aggregate number of all theindividuals actually nominated directly or indirectly by Wendel
in the relevant boards (boards of directors or equivalent) of theportfolio.
Preparation of the non-financial performance statement
The absence of a generally accepted and commonly usedreference framework or established practices on which to base theassessment and measurement of the Information enables the use ofdifferent but acceptable measurement techniques that may impact
comparability between entities and over time.
Accordingly, the Information must be read and interpreted withreference to the Guidelines, summarised in the Statement andavailable on the Company’s website or on request from its
headquarters.
Limits inherent in the preparation of the information relating to theStatement
The Information may be subject to uncertainty inherent to the stateof scientific and economic knowledge and the quality of external
data used. Some information is sensitive to the choice of
methodology and the assumptions or estimates used for its
preparation and presented in the Statement.
Responsibility of the Company
The Executive Board is responsible for:

 selecting or determining the appropriate criteria for the
preparation of the Information; - 2022 Universal Registration Document

287

4

76.16)6+1)416.7:5)<176
Report of one of the Statutory Auditors, appointed as independent third party preparing a Statement pursuant to legal and regulatory
provisions, including a presentation of the business model, adescription of the main non-financial risks, a presentation of thepolicies implemented with respect to these risks as well as theoutcomes of these policies, including key performanceindicators and the information set-out in Article 8 of Regulation(EU) 2020/852 (Green taxonomy); implementing such internal control as it determines is necessary
to enable the preparation of Information that is free frommaterial misstatement, whether due to fraud or error.
The Statement has been prepared by applying the Company’s
Guidelines as referred to above.
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 it is our responsibility to issue an independent conclusion on theinformation prepared by management, we are not authorised toparticipate in the preparation of the Information, as this could
compromise our independence.
It is not our responsibility to provide a conclusion on:

 the Company’s compliance with other applicable legal andregulatory provisions (particularly with regard to the information
set-out in Article 8 of Regulation (EU) 2020/852 (Green
taxonomy), the duty of vigilance and the fight against corruption
and tax evasion);

 the fairness of information set-out in Article 8 of Regulation (EU)2020/852 (Green taxonomy); the compliance of products and services with the applicableregulations.
Applicable regulatory provisions and professional guidance
We performed the work described below in accordance with our
audit verification programme in application of Articles A. 225-1 etseq. of the French Commercial Code, the professional guidanceissued by the French Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes) relating to thisengagement and with the international standard ISAE 3000
(revised - Assurance engagements other than audits or reviews ofhistorical financial information).

288  - 2022 Universal Registration Document

Independence and quality control
Our independence is defined by Article L. 822-11-3 of the French
Commercial Code and French Code of Ethics for Statutory Auditors(Code de déontologie). In addition, we have implemented a systemof quality control including documented policies and procedures
aimed at ensuring compliance with applicable legal and regulatory
requirements, ethical requirements and the professional guidanceissued by the French Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes) relating to thisengagement.
Means and resources
Our work engaged the skills of 6 people between September 2022
and March 2023 and took a total of 20 weeks.
To assist us in conducting our work, we referred to our corporatesocial responsibility and sustainable development experts. We
conducted around thirty interviews with people responsible forpreparing the Statement.
This work involved the use of information and communication
technologies allowing the work and interviews to be carried out
remotely, without hindering the good execution of the verification
process.
Nature and scope of procedures
We planned and performed our work taking account of the risk ofmaterial misstatement of the Information.
We consider that the procedures conducted in exercising our
professional judgement enable us to express a limited assurance
conclusion:

 We familiarized ourselves with the activities of all companies in
the consolidation scope and the description of the principal
risks.

 We assessed the suitability of the Guidelines with respect totheir relevance, completeness, reliability, neutrality and clarity,
taking into account, where appropriate, best practices within the
sector.

 We verified that the Statement covers each category of
information stipulated in section III of Article L. 225-102-1
governing social and environmental affairs, respect for humanrights and the fight against corruption and tax evasion.

 We verified that the Statement provides the information
required under Article R.225-105 II of the French Commercial
Code where relevant with respect to the principal risks, andincludes, where applicable, an explanation for the absence of
theinformation
requiredunder
Article L.225-102-1 III,
paragraph 2 of the French Commercial Code.

 We verified that the Statement presents the business model anda description of the principal risks associated with the activitiesof all the consolidated entities, including where relevant andproportionate, the risks associated with their business
relationships, their products or services, as well as their policies,
measures and the outcomes thereof, including key performanceindicators associated to the principal risks.

76.16)6+1)416.7:5)<176
Report of one of the Statutory Auditors, appointed as independent third party We referred to documentary sources and conducted interviews4 For CPI, 100% of the information selected for thisto:subsidiary; assess the process used to identify and confirm the principal

risks as well as the consistency of the outcomes, including the
key performance indicators used, with respect to the principal
risks and the policies presented; andcorroborate the qualitative information (measures andoutcomes) that we considered to be the most important andlisted in Appendix; for certain information our work was
carried out on the consolidating entity, while for otherinformation, 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, with the limits specified in the Statement.

 We obtained an understanding of internal control and risk

 For Wendel SE, 100% of the information selected for thisentity.

 We assessed the overall consistency of the Statement in relation
to our knowledge of the entire Company.
The procedures conducted in a limited assurance review aresubstantially less in scope than those required to issue a reasonableassurance opinion in accordance with the professional guidelinesof the French National Institute of Statutory Auditors (Compagnie
Nationale des Commissaires aux Comptes); a higher level ofassurance would have required us to carry out more extensive
procedures.
At the request of the Company, we have conducted additional work
to enable us to form a reasonable assurance conclusion on thefollowing information:

management procedures implemented by the Company andassessed the data collection process aimed at ensuring thecompleteness and fairness of the Information.

 CO2 equivalent emissions from scope 1+2 – financial control

 For the key performance indicators and other quantitative Frequency rate of work accidents with time off (per 1,000,000

outcomes that we considered to be the most important andlisted in Appendix, we implemented:
 analytical procedures that consisted in verifying the correct

consolidation of collected data as well as the consistency ofchanges thereto.
 substantive tests, on a sample basis and using other selection

methods, that consisted in verifying the proper application ofdefinitions and procedures and reconciling data withsupporting documents. These procedures were conducted fora selection of contributing entities(1) and covered: For Stahl, between 17% and 81% of the information

selected for this subsidiary;

hours worked); Women in management positions (number and%); Percentage of women among the aggregate number of all theindividuals actually nominated directly or indirectly by Wendel
in the relevant boards (boards of directors or equivalent) of theportfolio.
The work carried out was of the same nature as that described in
the section above relating to limited assurance, but more in-depth,
particularly regarding: Analytical procedures to verify the correct consolidation of thecollected data and the consistency of their trends;

 Detailed tests performed on a sample basis to verify the correct

 For Constantia Flexibles, between 22% and 41% of theinformation selected for this subsidiary;(kT CO2 eq);

application of definitions and procedures and to reconcile datawith supporting documents.

Paris-La Défense, March 16, 2023
One of the Statutory Auditors,
Deloitte & Associés
Mansour Belhiba
Partner, Audit

Julien Rivals
Partner, Sustainability Services(1) Wendel SE ; Stahl : Parets (Spain), Kanchipuram (India), Suzhou (China) ; Constantia Flexibles : C-Teich (Poland), Asas Turkey (Turkey), Pirk
(Germany) ; CPI - 2022 Universal Registration Document

289

4

76.16)6+1)416.7:5)<176
Report of one of the Statutory Auditors, appointed as independent third party

Appendix: Information considered to be the most important
Qualitative information

Information at Wendel level Information at Stahl, Constantia Flexibles, CPI level Actions carried out as part of the Climate Plan Policies and measures implemented to improve health andsafety of employees at work

 Actions carried out as part of responsible investment

procedures.

 Policies and measures implemented to mitigate and adapt toclimate change Measures implemented to promote a better gender balance on

the workforce

 Priorities identified for offering sustainable products andservices and related action plans defined.

Quantitative information

Consolidated information at Wendel group level
 Percentage of the Investment Opportunities screened with the Exclusion List Percentage of the Investment Opportunities subject to the ESG Due Diligence Percentage of controlled portfolio companies with an ESG roadmap aligned with their strategy
 Percentage of CEOs in the controlled portfolio whose variable compensation is contingent on progress on their ESG roadmaps
 Percentage of controlled portfolio companies for which a carbon footprint assessment has been realized (scope 1, 2, 3)
 CO2 eq emissions of scopes 1+2 – financial control
 Energy consumed (of which renewable energy),
 Percentage of controlled portfolio companies that are committed to an emission reduction plan Percentage of portfolio companies that have assessed their exposure to physical and transition climate change risks and opportunities
 Percentage of controlled portfolio companies with a climate change resilience plan Percentage of controlled portfolio companies that have an environmental management system (in particular via ISO 14001 certification)

for all or part of their activities

 Percentage of controlled portfolio companies have adopted a continuous improvement approach to health and safety in the workplace Lost-time accident frequency rate (per 1,000,000 hours worked)
 Percentage of controlled portfolio companies with a health and safety management system (in particular OHSAS 18001/ISO 45001) for

all or part of their scope of activity

 Percentage of controlled portfolio companies committed to improving gender balance in their workforce
 Percentage of women in the total headcount Percentage of women in management positions
 Percentage of women in shareholder governance bodies
 Percentage of women in operational governance bodies
 Percentage of women among the aggregate number of all the individuals actually nominated directly or indirectly by Wendel in therelevant boards (boards of directors or equivalent) of the portfolio

 Percentage of controlled portfolio companies that have identified priorities for offering sustainable products and services
 Percentage of consolidated revenue related to products and services with environmental added value

Information at Wendel SE level

Information at Stahl level Headcount (by gender and category), Headcount Hires and Departures, Severity rate Percentage of women among employees in management

 Percentage of revenue associated with products with life cycle

position and at Supervisory Board level
 Percentage of members of the Coordination Committee thathave followed an ESG training during the year Direct GHG emissions scope 3

 ZDHC products (% of total portfolio turnover)Information at Constantia Flexibles level

Information at CPI level Headcount Headcount Percentage of recyclability of product portfolio

 Total number of active certified instructors

 Number of suppliers audits carried out during the year

290  - 2022 Universal Registration Document

5 $# 
#("  +%%!
&-! %!&  -%&& &%
5.1.1
5.1.2
5.1.3
5.1.4
5.1.5

Consolidated income statement –accounting presentation
Consolidated income statement –economic presentation
Business overview
Consolidated balance sheet
Breakdown of principal changes
in the consolidated balance sheet +%%!&"$ &-!" +  -%&& &%



292

5.2.1
5.2.2

Income statement
Balance sheet

298
299

&%%&(' (



293
294
295



5.3.1


296

NAV as of December 31, 2022

300

%"!$ ,&! $&%!
$- -  - 2022 Universal Registration Document

291

5

755-6<;761;+)4(-): 
Analysis of the consolidated financial statements 6)4A;1;7.<0-C+76;741,)<-,.16)6+1)4C;<)<-5-6<;
 76;741,)<-,16+75-;<)<-5-6<D)++7=6<16/8:-;-6<)<176
The Wendel Group consolidates:

 using the full consolidation method: the holding companies andsubsidiaries over which Wendel has exclusive control, namely
Bureau Veritas (conformity assessment and certification
services), Constantia Flexibles (flexible packaging), Stahl(high-performance coatings and leather-finishing products), CPI(training services) and ACAMS (anti-money laundering training
and certification);

The contribution of companies sold or held for sale is presented, in
accordance with IFRS, on a separate line of the income statement
entitled “Net income from discontinued operations and operations
held for sale” for each year presented. Accordingly, the income
statement item “Net income from discontinued operations andoperations held for sale” mainly represents the contribution ofConstantia Flexibles’ Indian operations and proceeds from the saleof Cromology in 2022.

 using the equity method: companies over which Wendel has
significant influence or joint control, namely Tarkett (innovative
flooring and sports surface solutions).

2022

2021

2020

Net sales

8,700.4

7,503.9

6,831.7

Operating income

1,092.5

807.6

262.4

Net financial expense(206.2)(156.4)(221.4)

Tax expense(275.0)(232.0)(115.6)

Net income (loss) from equity-method investments(174.4)919.5(63.3)NET INCOME (LOSS) BEFORE INCOME FROM DISCONTINUEDOPERATIONS AND OPERATIONS HELD FOR SALE

436.9

1,338.6(137.9)Net income (loss) from discontinued operations and operations held for sale

585.1

37.7

(93.1)(231.0)In millions of euros

NET INCOME (LOSS)

1,022.1

1,376.4

Net income – non-controlling interests

365.7

329.5

33.1

NET INCOME (LOSS) – GROUP SHARE

656.3

1,046.9(264.1)

2021

Δ

Organic Δ(1)Consolidated net sales
In millions of euros

2022

Bureau Veritas

5,650.6

4,981.1

13.4%

7.8%

Constantia Flexibles(1)1,954.5

1,603.4

21.9%

23.6%

Stahl

914.9

831.3

10.1%

6.3%

CPI

114.2

88.2

29.5%

17%

ACAMS(2)

66.2

N/A

N/A

N/A

8,700.4

7,503.9

15.9%

10.7%

Consolidated net sales(1) The organic growth of Constantia Flexibles’ sales is calculated on the basis of a comparable scope of consolidation excluding India, which wasclassified in 2022 as an asset held for sale in accordance with IFRS 5.
(2) ACAMS’ financial statements have been consolidated since March 11, 2022 (€78.8 million excluding the impact of the restatement for thepurchase price allocation).

292  - 2022 Universal Registration Document755-6<;761;+)4(-): 
Analysis of the consolidated financial statements

5 76;741,)<-,16+75-;<)<-5-6<D-+76751+8:-;-6<)<176
The consolidated income statement reflects the aggregate
earnings of the various equity investments held by Wendel. Theseare either fully consolidated or accounted for by the equity method.
As a result, the accounting presentation of the income statement
does not allow for a direct, in-depth analysis.

For this reason, Wendel regularly provides an income statement
prepared on an economic basis. The definition of economic
presentation and a conversion from the accounting presentation to
the economic presentation are included in note 7 “Segment
information” to the consolidated financial statements.

In millions of euros

2022

2021

2020

Bureau Veritas

561.3

509.2

302.8

Constantia Flexibles

91.4

50.9

49.5

Stahl

118.3

113.9

78.3
(2.6)

CPI

19.6

7.8

ACAMS

(1.4)

N/A

N/A

Cromology

N/A

52.4

15.6

Tarkett (equity method)

0.1

3.0

N/A

IHS (equity method)

N/A

27.7

(5.3)

Tsebo
Total contribution from Group companiesof which Group share
Operating expenses, management fees and taxes

N/A

N/A

(7.6)

789.3

765.0

430.7

341.8

367.4

191.5

(68.1)(62.7)(55.1)

Amortization, provisions and stock option expenses(22.6)(11.1)(9.7)

Total operating expenses(90.7)(73.8)(64.8)

Total financial expenses(28)(37.5)(49.4)Net income from operations

670.6

653.7

316.4

of which Group share

223.2

256.2

77.3

Non-recurring income (loss)

493.8

833.9

(376.5)

Goodwill impact(142.2)(111.2)(171)

Total net income (loss)

1,022.1

1,376.4(231.0)Net income – non-controlling interests

365.7

329.5

33.1

NET INCOME (LOSS) – GROUP SHARE

656.3

1,046.9(264.1) - 2022 Universal Registration Document

293

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755-6<;761;+)4(-): 
Analysis of the consolidated financial statements =;16-;;7>-:>1-?
Wendel Group’s consolidated net sales totaled €8,700.4 million, up+15.9% overall and up +10.7% organically. FX contribution ispositive, up +4.6% and scope effect is 0.6% including the effect ofConstantia Flexibles’ Indian operations being classified as
discontinued operations in accordance with IFRS 5.
The overall contribution of Group companies to net income fromoperations amounted to €670.6 million, up +2.6% year on year.
This contribution is affected by the sale of Cromology in 2022 andthe discontinuation of the equity method consolidation of IHS in
2021. Adjusted for these scope effects, net income from operations
was up +17.2% in 2022.
Financial expenses, operating expenses and taxes at Wendel SE
level totaled €118.7 million, up +6.6% from the €111.3 million
reported in 2021. The increase in operating expenses was partially
offset by a decrease in financial expenses.
Non-recurring income came in at €610.6 million, compared to€846.3 million in 2021. This change is largely due to the accounting
treatment in 2021 of the deconsolidation of IHS Towers following
its IPO, which generated a €913 million capital gain (corresponding
to the difference between the IPO value and the net book value in
Wendel’s consolidated financial statements). 2022 non-recurringincome was boosted by the €589.9 million gain on the sale of
Cromology and the €115.5 million gain on the sale of the rue
Taitbout building. In addition, the investment in Tarkett
Participation was written down by €162.3 million based on the dropin the Tarkett SA share price.
As a result of the above, consolidated net income reached€1,022.1 million in 2022 (€1,376.4 million in 2021) and net income
Group share €656.3 million (€1,046.9 million in 2021).
2022 activity for each of the Group’s portfolio companies isprovided in section 1.4 of this document.

2022 highlights

Wendel acquires ACAMS, the world’s largest membershiporganization dedicated to fighting financial crime
Announced on January 24, 2022, Wendel completed theacquisition of the Association of Certified Anti-Money Laundering
Specialists (“ACAMS”) from Adtalem Global Education (NYSE:
ATGE) on March 10, 2022. Wendel invested c.$338 million ofequity for a c. 98% interest in ACAMS, alongside ACAMS’
management and a minority investor.
ACAMS is the global leader in training and certifications foranti-money laundering (“AML”) and financial crime prevention
professionals. ACAMS has a large, global membership base withmore than 100,000 members in 185 jurisdictions, including some
55,000 professionals who have obtained their CAMS certification –an industry-recognized AML qualification – that promotes ongoingeducation through participation in conferences, webinars, andother training opportunities.
ACAMS has 303 employees primarily located in the US, the UK andHong Kong that serve its global customers.
Amendment to extend Wendel’s undrawn €750 million
syndicated credit facility to 2027
Wendel signed on July 27, 2022, an amendment to its undrawn€750 million syndicated credit facility maturing in October 2024 toextend it to July 2027. Wendel has two options to extend it further
by one year (1+1), pending banks approval for each additional
extension. This syndicated credit facility integrates Environmental,
Social and Governance (ESG) criteria. Measurable aspects of thenon-financial performance of Wendel and the companies in its
portfolio are taken into account in the calculation of the financing
cost of this syndicated credit. They are in line with certain
quantitative ESG targets set by the Group in its ESG 2023 roadmap.
Wendel sold its headquarters building
The Company has sold its headquarters on rue Taitbout.

Sale of Cromology completed

Strong financial structure

After obtaining the necessary authorizations, Wendel completed on
January 21, 2022, the sale of Cromology to DuluxGroup, a
subsidiary of Nippon Paint Holdings Co., Ltd. For Wendel, thetransaction generated net proceeds of €896 million.

The average maturity of the Company’s debt was 6.4 years andinterest amounted to 1.7% on average. In addition, theLoan-to-Value (LTV) ratio was 5.8% at December 31, 2022 and totalliquidity amounted to €1.7 billion (€961 million in available cashand €750 million in undrawn credit lines). Finally, the level ofleverage of the portfolio companies was generally low.

294  - 2022 Universal Registration Document755-6<;761;+)4(-): 
Analysis of the consolidated financial statements

5 76;741,)<-,*)4)6+-;0--<The following table shows the principal changes to the consolidated balance sheet in 2022. For the purposes of this analysis and to clarify
the readability of aggregates, certain line items of a similar nature have been combined at their net value. Accordingly, financial debt ispresented net of Wendel’s pledged cash and cash equivalents and short-term financial investments. Financial assets and liabilities are alsopresented net of these items.

Assets (in millions of euros)

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Goodwill, net

3,929

3,511

3,489

Intangible assets and property, plant and equipment

2,800

2,629

2,801

Property, plant and equipment under operating leases

477

428

530

Equity-method investments

82

216

225

Net working capital requirement

420

412

356

Net discontinued operations and operations held for sale

50

342

8

7,758

7,538

7,410

TOTAL

Equity and liabilities (in millions of euros)

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Equity – Group share

2,789

2,601

2,004

Non-controlling interests

1,848

1,587

1,284

316

378

460

2,254

2,950

2,779

Operating lease liabilities

510

472

583

Net financial assets and liabilities

(183)

(630)

11

Net deferred tax liabilities

225

179

190

7,758

7,538

7,410

Provisions
Net financial debt

TOTAL - 2022 Universal Registration Document

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755-6<;761;+)4(-): 
Analysis of the consolidated financial statements :-)3,7?67.8:16+18)4+0)6/-;16C<0-+76;741,)<-,C*)4)6+-C;0--<In millions of euros

GOODWILL AS OF DECEMBER 31, 2021

3,511

Changes in scope of consolidation of Group companies

35

Acquisition of ACAMS305

Currency fluctuations and other

78

GOODWILL AS OF DECEMBER 31, 2022

3,929

INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT AS OF DECEMBER 31, 2021

2,629

Investments

268

Divestments(13)

Depreciation/Amortization and provisions recognized during the year

(342)

Reclassification under “Discontinued operations and operations held for sale”(38)

Changes in scope of consolidation

65

Currency fluctuations and other232

INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT AS OF DECEMBER 31, 2022
EQUITY-METHOD INVESTMENTS AS OF DECEMBER 31, 2021

2,800
216

Net income (loss) for the period of Tarkett Participation(12)

Impairment of the investment in Tarkett Participation(162)

Currency fluctuations and other41

EQUITY-METHOD INVESTMENTS AS OF DECEMBER 31, 2022

82

ASSETS AND LIABILITIES HELD FOR SALE AS OF DECEMBER 31, 2021

342

Sale of Cromology(337)

Reclassification of the Indian operations of Constantia Flexibles

45

Currency fluctuations and other(1)

ASSETS HELD FOR SALE AS OF DECEMBER 31, 2022

50

CONSOLIDATED EQUITY – GROUP SHARE – AS OF DECEMBER 31, 2021

2,601

Net income for the year

656

Items of comprehensive income*(385)

Capital increase2

Dividend paid by Wendel(130)

Net share buybacks(23)

Currency translation reserves

55

Share-based payments

36

Other

(25)

CONSOLIDATED EQUITY – GROUP SHARE – AS OF DECEMBER 31, 2022*

Including a €422 million negative change in the fair value of the investment in IHS.

296  - 2022 Universal Registration Document

2,789

755-6<;761;+)4(-): 
Analysis of the consolidated financial statements

5

In millions of euros

NET FINANCIAL ASSETS AND LIABILITIES AS OF DECEMBER 31, 2021

630

Minority puts and liabilities related to liquidity commitments(54)

Minority puts in investees(34)

Maturity of the BASF put

142

Change in fair value of the investment in IHS(422)

Change in fair value of the investment in Wendel Growth21

Cash pledged by Constantia Flexibles(53)

Currency fluctuations and other(47)

NET FINANCIAL ASSETS AND LIABILITIES AS OF DECEMBER 31, 2022

183

In millions of euros

NET FINANCIAL DEBT AS OF DECEMBER 31, 2021

Wendel & holding
companies

Subsidiaries

Total Group

961

1,989

2,950

Main cash flows of Wendel and its holding companies:“Recurring” operating expenses, management fees, and tax

68“Recurring” financial expenses (excluding accounting effects) of Wendel
and its holding companies

28

Dividends paid to non-controlling shareholders

130

Acquisition of ACAMS

304

Sale of Cromology(896)

Main cash flows of subsidiaries
Net cash from (used in) operating activities(1,561)

Net finance costs

111

Net cash flows related to taxes

299

Net acquisition of property, plant and equipment and intangible assets

403

Other cash flows
Net buybacks of treasury shares

23

Early redemption premium for the 2024 bond

34

Sale of the Taitbout building(119)

Dividends paid to non-controlling shareholders
Bureau Veritas dividends

173
(85)

Pledged cash from investees

NET FINANCIAL DEBT AS OF DECEMBER 31, 2022

85
(53)

Impact of changes in scope of consolidation
Currency fluctuations and other

50

231
(2)

79

448

1,807

2,254

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Analysis of the parent company financial statements 6)4A;1;7.<0-8):-6<C+758)6A.16)6+1)4C;<)<-5-6<;
 6+75-;<)<-5-6<
2022

2021

7

263

200

Other financial income and expenses

(26)

16

(55)
145

In millions of euros

Income from investments in portfolio companies

2020

NET FINANCIAL INCOME

(19)

279

Operating income/(loss)

(25)

(31)

(27)

NET INCOME BEFORE NON-RECURRING ITEMS AND TAX

(44)

248

118

Non-recurring items

(130)

422

(144)

0

0

0

(174)

669

(27)

Tax expense
NET INCOME/(LOSS)The net loss for 2022 is mainly made up of net operating expenses of €25 million, net financial expenses of €26 million, the capital gain on
the sale of the building of €119 million, the impairment of €189 million on Wendel Luxembourg, which indirectly holds the Group’s portfolioof assets (excluding Bureau Veritas), and the premium on the early redemption of the 2024 bond of €34 million.

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Analysis of the parent company financial statements

5 )4)6+-;0--<ASSETS (in millions of euros)

Intangible assets and property, plant and equipment
Equity investments

Dec. 31, 2022

Dec. 31, 2021

72

Dec. 31, 2020

2

7,755

7,993

7,525

Wendel Luxembourg

3,871

4,060

3,755

Eufor (Bureau Veritas)

3,789

3,789

3,599

Oranje-Nassau Group

1

17

71

Wendel shares

89

123

98

Others

5

4

2

(63)

575

67

Net WCR

(6)

(10)

2

Cash and marketable securities

942

628

1,046

0

0

65

8,636

9,188

8,707

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

7,196

7,537

6,992

20

30

28

1,420

1,621

1,622

Net intra-Group receivables

Cash instruments
TOTAL

EQUITY AND LIABILITIES (in millions of euros)

EquityProvisions
Financial debt
Valuation differences on treasury instruments
TOTAL

The €238 million change in long-term investments was mainly due
to the write-down of the Wendel Luxembourg shares.
The negative change in net receivables from subsidiaries of€638 million is mainly due to the proceeds from the sale of
Cromology (€896 million) lent by Wendel Luxembourg, the loan
made to this same investment for the €304 million investment in
ACAMS, and the €85 million dividend received by Eufor from
Bureau Veritas, the proceeds of which were loaned to the Company
in a current account.

0

0

65

8,636

9,188

8,707

The €314 million positive change in cash and cash equivalents overthe 2022/2021 period is mainly due to cash movements related tothe portfolio (see paragraph above on net receivables fromsubsidiaries) and to the Wendel dividend paid in 2022 for an
amount of €130 million.
Equity totaled €7,196 million as of December 31, 2022 versus€7,537 million as of December 31, 2021. Changes during the year
were mainly due to the dividend paid in respect of 2022 (negative€130 million), loss for the period (negative €174 million) andcorporate actions (negative €37 million).

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Net Asset Value (NAV) -<;;-<&)4=-& &);7.-+-5*-:C  
NAV as at December 31, 2022, December 31, 2021 and December 31, 2020 breaks down as follows:

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Number of shares

Share price(1)

4,460

5,559

3,600

160.8/160.8/160.8 million€24.8/€28.7/€22.4

3,990

4,616

3,599

63.0/63.0 million$6.5/$13.5

382

748

-

€11.9/€18.6

88

195

-

3,440

3,732

3,910

In millions of euros

Listed investments
 Bureau Veritas
 IHS
 Tarkett

Unlisted investments(2)Other assets and liabilities of Wendel
and holding companies(3)

15

97

74

Net cash position and financial assets(4)

961

650

1,079

GROSS ASSET VALUE

8,876

10,0388,662

Wendel bond debt

(1,420)(1,619)(1,548)NET ASSET VALUE

7,456

8,419

7,114

Of which net debt

(459)

(969)

(468)

Number of shares

44,407,677

44,747,943

44,719,119€167.9€188.1€159.1Net Asset Value per share
Average of 20 most recent Wendel
share prices€88.2€102.3€97.9

PREMIUM (DISCOUNT) ON NAV-47.5%-45.6%-38.5%(1) Last 20 trading days average as of December 31, 2022, December 31, 2021 and December 31, 2020.
(2) Investments in unlisted companies (Cromology, Stahl, IHS, Constantia Flexibles, CPI, Wendel Growth at December 31, 2020; Cromology, Stahl,Constantia Flexibles, CPI, Wendel Growth at December 31, 2021; Stahl, Constantia Flexibles, CPI, ACAMS, Wendel Growth at December 31,2022). Aggregates used for the calculation exclude the impact of IFRS 16.
(3) Of which 983,315 treasury shares as of December 31, 2022, 1,116,456 as of December 31, 2021 and 900,665 as of December 31, 2020.
(4) Cash position and financial assets of Wendel & holdings.

If co-investment conditions are met, there could be a dilutive effect on Wendel’s percentage ownership. These elements are taken into
account in the calculation of the NAV. See page 332.

300  - 2022 Universal Registration Document755-6<;761;+)4(-): 
Net Asset Value (NAV)

5

Change in NAV in 2022

-9.2%
-10.8%
188.1 -12.1

ets
ss
a
ed
list
n
U

+1.5

-3.0

167.9

+3.0 170.9

reha 022sr 2
pe 31,V
NA Dec
of
as

V
NA 22
a
m 0
for 1, 2oPr ec 3
D
of
as

-3.0

Div
ide
(ad nd p
jus aid
ted
)

+6.9

Ot
he
r

Ta
rke
tt

Bu
rea
uV
eri
tas

re
ha 21
s
r 0
pe 1, 2V
3NA Dec
f
o
as

IHS

-2.4

He
ad
qu
art
e
sa rs
le
Div
ide
nd
pa
id

-8.2

NAV per share (in euros)
188.1
176.4
166.3

167.9

159.1

147.4

12/31/17

12/31/18 12/31/19

12/31/20

12/31/21

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Net Asset Value (NAV)

5.3.1.1 NAV publication dates andpublication-related verification
The annual schedule of NAV publication dates is available inadvance on Wendel’s website at the following address:
http://www.wendelgroup.com.

At each NAV publication date, the Statutory Auditors verify that themethodology used for calculating net asset value complies with theGroup’s methodology and confirm its consistency with accounting
data.
The Audit Committee reviews each published NAV and compares
Wendel’s valuation of unlisted investments with a valuation
performed by an independent expert.

5.3.1.2 Presentation of NAV
Presentation format (publication at the level of detail indicated)

Comments

Investments valuation date
+ Listed investments, including: Bureau Veritas+ Unlisted investments+ Other assets and liabilities of Wendel and its holding companies
Cash and marketable securities
Wendel’s bond debt and syndicated credit line

Average closing price over 20 trading days
Unlisted investments are valued using the method described below
Includes Wendel shares held in treasury
Pledged & unpledged cash of Wendel and its holding companies
Face value and accrued interest

Net Asset Value
Number of Wendel shares
NAV/share
Average of 20 most recent Wendel share prices
Premium (discount) on NAV

NAV is a short-term valuation of the Group’s assets. It does not take into account any control premiums, illiquidity or initial public offering
discounts; similarly, aggregates used in the valuation of unlisted investments are not adjusted for potential additional costs arising from astock market listing.

302  - 2022 Universal Registration Document755-6<;761;+)4(-): 
Net Asset Value (NAV)

5.3.1.2.1 Listed investments
Listed investments are valued on the basis of the average closing
price for the 20 trading days prior to the valuation date.

5.3.1.2.2 Valuation of unlisted investments
Valuation following an acquisition
New, unlisted investments are valued through a weighted averageof the current year multiples implied by the acquisition andvaluation by listed peer-Group multiples (see next section of themethodology) over a period of 18 months.
On the first NAV following the acquisition, the valuation is weighted
at 100% on acquisition multiples and 0% on listed peer-Group
multiples.
The relative weighting of the acquisition multiples decreases on alinear basis to 0% over 18 months. The relative weighting of thelisted peer-Group multiples increases on a linear basis to 100%over 18 months.
Valuation by listed peer-Group multiples
The preferred method for valuing unlisted investments is bycomparison with the multiples of comparable listed companies.
The value of the equity of the companies in Wendel’s portfolio is
determined as their enterprise value minus net financial debt ofinvestments (gross face value of debt plus provisions for pensions
booked in the balance sheet less cash) appearing in the mostrecent financial statements.
If net debt exceeds the enterprise value, the value of equity remains
at zero if the debt is without recourse to Wendel.
Wendel’s percentage ownership is determined by the features ofthe equity instruments held by the Group, non-controlling interestsand co-investor managers, if any (see note 5 “Participation ofmanagement teams in the Group’s investments” to theconsolidated financial statements).
Enterprise value is obtained by multiplying measures of eachcompany’s earnings by stock-market multiples of similar listedcompanies.
The measures of earnings most often used in the calculation arerecurring EBITDA (earnings before interest, taxes, depreciation andamortization) and recurring EBIT (before goodwill). The choice of
earnings measures used can be adjusted depending on the sector
in which the subsidiary operates or its business model. In this case,Wendel publishes an explanation for the adjustment. The
enterprise value corresponds to the average of the values

5calculated using EBITDA and EBIT of two reference periods: theprevious year and the budget (or budget update) for the current
year. For NAV as of December 31, the budget for the coming year
being available, the calculation is based on the latest estimate forthe year just ended (or actual data if available) and the budget forthe coming year. Stock-market multiples of comparable companies
are obtained by dividing their enterprise value by their realized or
expected EBITDA or EBIT for the reference periods, or in the caseof fiscal years that are different from the calendar year, the closest
fiscal year.
The enterprise value of the comparable companies is obtained byadding market capitalization (the average closing price over the last
20 trading days) and net financial debt (gross face value of debt
plus pensions booked in the balance sheet less cash) at the same(or a similar) date as that applied to the net debt of the company
being valued.
Comparable listed companies are chosen based on independent
data and studies, information available from Wendel’s portfolio
companies, and research carried out by Wendel’s investment team.
Certain peer-Group companies can be more heavily weighted if
their characteristics are more similar to those of the company being
valued than the other companies in the sample.
The peer Group remains stable over time. It is adjusted when acompany is no longer comparable (in which case it is removed fromthe peer Group) or when a company is newly considered as
belonging to the peer Group for the investment being valued.
Non-representative multiples are excluded from the peer Group,
such as during public tender offers or any other exceptional
circumstance affecting the measures of income or the share price,or when reliable information is not available.
The data, analyses, forecasts or consensus values used are basedon information available as of the date of the NAV calculation. If
actual data are available when the calculation is made, then they
are used as a priority. For portfolio companies, as for peers, the
EBITDA, EBIT and net debt figures used are adjusted for significant
acquisitions or asset sales.
Significant non-controlling interests in portfolio companies are
excluded from the portion of the equity value attributed to theGroup.

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Net Asset Value (NAV)

Valuation by transaction multiples
Transaction multiples may be used when the transaction involves acompany whose profile and business are similar to those of thecompany being valued. In this case, reliable information must be
available on the transaction, with sufficient and explicit details, sothat there is a minimum of ambiguity regarding the transaction
implied multiples. In some cases, the multiple used to value an
investment will be an average, either weighted or not, of the peerGroup multiple and the transaction multiple. If used, the transaction
multiple is applied for a period of six months.
Other methods
If a valuation by peer-Group comparison is not relevant, othermethods may be used, depending on the nature of the business,the characteristics of the asset and market practices. These include
expert appraisals, valuation by discounted future cash flows, sum of
the parts, and other methods.
Purchase offers
Purchase offers received for unlisted investments may beconsidered if they are firm, fully financed, and have minimal
conditionality, as well as a high probability of being accepted. In
this case, Wendel uses the average, either weighted or not, of theinternal valuation and the purchase price offered.
Relative weight can be based on the specific terms of the offer. The
price of a purchase offer is applied for a period equal to that of thesaid offer extended by two months after the expiration date of theoffer. A purchase offer is considered if it is received prior to thedate of the Executive Board’s approval of the NAV.
Price of dilutive or accretive capital transactions
To the extent that it is justified by the circumstances, the price of acorporate action that has a significant dilutive or accretive effect,
overall or for certain shareholders, can be used to value the entire
related investment. In this case, the methodology used is the same
as for recent investments made by Wendel (see “Valuation
following an acquisition” section of this methodology).
The principle of valuation at the price paid is not applied in theevent that Wendel, or any other shareholder, exercises an option topurchase shares or subscribe to a capital increase at an exercise
price set on the basis of a situation that predates the exercise.
Investments in funds
Investments in funds are valued at the last valuation received fromthe General Partner.

5.3.1.3 Cash and cash equivalents
Cash and cash equivalents of Wendel and its holding companies
include available cash at the valuation date (including liquid
financial investments) and pledged cash.

5.3.1.4 Financial debt
Financial debt (Wendel’s bond debt and syndicated loan) is valued
at its face value plus accrued interest.
For the purposes of the calculation, financial debt is valued at facevalue, which is not affected by changes in interest rates or credit
quality. Accordingly, interest-rate swaps are not valued at theirmarket value, as the swaps are treated as part of the debt.

5.3.1.5 Other NAV components
Current assets and liabilities are considered at their carrying
amount or their market value, depending on their nature, i.e., atface value, less any impairment, in the case of receivables, and at
market value in the case of derivatives, with the exception ofinterest-rate swaps. Real estate is valued on the basis of appraisals
carried out at regular intervals.
Shares held in treasury and earmarked for sale upon the exercise ofstock options are valued at the lower of the strike price of theoptions or the average price of the shares over the last 20 tradingdays. Shares held to cover performance share plans are valued atzero. Other shares held in treasury are valued at the average priceover the last 20 trading days. A liability is recognized for stock
subscription option plans when the share price exceeds the strikeprice.
As NAV is a short-term valuation of the Group’s assets, Wendel’s
future operating expenses do not enter into the calculation.
Similarly, future tax effects are not included provided both the saleprice of an investment and the form of the sale (in particular the tax
consequences) are neither known nor certain.
The number of Wendel shares taken into account for the calculationof NAV per share is the total number of shares making up Wendel’sequity at the valuation date.
Assets and liabilities denominated in a foreign currency aretranslated at the exchange rate prevailing on the date of the NAV
calculation. If there are several exchange rates, the exchange rateused for the consolidated financial statements is applied.
Some aspects of the method described above may be amended if
such a change produces a more faithful valuation. Any suchchanges would be announced by Wendel.

304  - 2022 Universal Registration Document755-6<;761;+)4(-): 
Simplified organization chart as of December 31, 20225

 #15841.1-,7:/)61B)<176+0):<);7.-+-5*-:C C 
WENDEL

100%

100%

WENDELLUXEMBOURG
AIFM

100%

EUFOR
Wendel North America

100%

99.7%

99.6%

WINVEST INTERNATIONALORANJE-NASSAUDÉVELOPPEMENTEXPANSION 17

WENDEL LAB

STAHL

IHS

CONSTANTIAFLEXIBLESCPITARKETTACAMS

BUREAU VERITAS

100%

67.9%

19.0%

60.8%

96.3%

23.4%

98.0%

35.6%

GLOBAL PERFORMANCE 17

Alternative Investment Fund Manager (AIFM) and advisory ﬁrms
Reserved Alternative Investment Funds registered under Luxembourg law, held by Wendel and Group’s managers (co-investment)Intermediary holdings
Fully consolidated portfolio companies*
Porfolio companies accounted for by the equity method*
Non-consolidated portfolio company* Percentage interest net of treasury shares. For Tarkett, data are also pro forma of the capitalization of the sums temporarily invested by Wendel in shareholder loans.

 - 2022 Universal Registration Document

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755-6<;761;+)4(-): 

306  - 2022 Universal Registration Document

6 # $C#$$$#
#C C"C C 


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

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 %&.
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%&& &%!&%&!& %&!&%&!& !
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!&$ !&%%&&'&!$+'&!$%/$"!$&! &! %!&  -%&& &%  - 2022 Universal Registration Document

307

6

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Balance sheet – Consolidated statement of financial position )4)6+-;0--<D76;741,)<-,;<)<-5-6<
7.C.16)6+1)4C87;1<176
;;-<;
Note

Dec. 31, 2022

Goodwill, net

7 and 83,929.1

3,510.6

Intangible assets, net

7 and 91,710.6

1,536.4

Property, plant and equipment, net

7 and 10

1,089.7

1,092.4

Property, plant and equipment under operating leases

7 and 10

476.8

428.0

Non-current financial assets

7 and 14716.8

1,184.8

Pledged cash and cash equivalents

7 and 130.7

0.5

Equity-method investments

7 and 11

82.1

215.8

Deferred tax assets

7 and 23

165.7

167.5

In millions of euros

NON-CURRENT ASSETS

Dec. 31, 2021

8,171.5

8,136.0

18

83.6

834.0

7

514.2

480.7

7 and 12

1,606.9

1,519.5

Contract assets

7

310.3

307.9

Other current assets

7

299.3

305.7

Current tax assets

7

60.0

52.8

Other current financial assets

7 and 14

67.5

314.6

Cash and cash equivalents

7 and 13

Discontinued operations and operations held for sale
Inventories
Trade receivables

3,264.6

2,231.8

CURRENT ASSETS

6,122.9

5,213.1

TOTAL ASSETS

14,378.0

14,183.1

The accompanying notes are an integral part of the consolidated financial statements.
In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, the Indian operations of the Constantia Flexibles
group were reclassified within discontinued operations and operations held for sale as of December 31, 2022 (see note 18 “Discontinued
operations and operations held for sale”).

308  - 2022 Universal Registration Document-,1-*(# 2$#(, ,"( *82 2$+$,21 18-%8$"$+!$08 8
Balance sheet – Consolidated statement of financial position6
/3(27 ,#*( !(*(2($1Dec. 31, 2022

Dec. 31, 2021

Share capital

177.6

179.0

Share premiums

22.2

57.5

1,932.5

1,317.9656.3

1,046.9

EQUITY – GROUP SHARE

2,788.6

2,601.4

Non-controlling interests

1,847.7

1,587.5

15

4,636.2

4,188.9

Provisions

7 and 16

303.7

372.7

Financial debt

7 and 17

4,621.6

5,261.8

Operating lease liabilities

7 and 17

398.8

353.6

Other non-current financial liabilities

7 and 14

422.1

364.7

Deferred tax liabilities

7 and 23

In millions of euros

Note

Retained earnings and other reserves
Net income for the period – Group share

TOTAL EQUITYTOTAL NON-CURRENT LIABILITIES
Liabilities related to discontinued operations and operations held for sale

390.7

346.8

6,137.0

6,699.6
491.6

18

33.8

Provisions

7 and 16

12.0

5.1

Financial debt

7 and 17

931.7

201.3

Operating lease liabilities

7 and 17

111.6

118.2

Other current financial liabilities

7 and 14

145.2

223.8

Trade payables

7

1,074.4

1,012.1

Contract liabilities

7

40.8

33.6

Other current liabilities

7

1,124.8

1,090.2

Current tax liabilities

7

TOTAL CURRENT LIABILITIESTOTAL EQUITY AND LIABILITIES

130.5

119.0

3,571.02,803.2

14,378.0

14,183.1

The accompanying notes are an integral part of the consolidated financial statements.
In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, the Indian operations of the Constantia Flexibles
group were reclassified within discontinued operations and operations held for sale as of December 31, 2022 (see note 18 “Discontinued
operations and operations held for sale”).

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6

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Consolidated income statement 76;741,)<-,16+75-;<)<-5-6<
In millions of euros

Net sales

Note

2022

2021

7 and 198,700.4

7,503.9

Other income from operations
Operating expenses

7.4

9.6

(7,736.2)(6,708.7)

Gains (losses) on divestments

122.2

4.3

Asset impairment

(4.6)

(0.7)

Other income and expense
Operating income

7 and 20

Income from cash and cash equivalents
Finance costs, gross

3.2

(0.8)

1,092.5

807.6

22.4

8.2

(187.9)(174.0)(165.8)Finance costs, net

7 and 21(165.5)

Other financial income and expense

7 and 22(40.7)

9.4

Tax expense

7 and 23(275.0)(232.0)Net income (loss) from equity-method investments

7 and 24(174.4)

919.5

436.9

1,338.6

Net income before income from discontinued operations
and operations held for sale
Net income from discontinued operations and operations held for sale18

NET INCOME

585.1

37.7

1,022.1

1,376.4

Net income – non-controlling interests

365.7

329.5

NET INCOME – GROUP SHARE

656.3

1,046.9

2022

2021

In euros

Note

Basic earnings (loss) per share

25

15.15

23.93

Diluted earnings (loss) per share

25

14.93

23.78

Basic earnings (loss) per share from continuing operations

25

1.60

23.11

Diluted earnings (loss) per share from continuing operations

25

1.51

22.97

Basic earnings (loss) per share from discontinued operations

25

13.55

0.81

Diluted earnings (loss) per share from discontinued operations

25

13.42

0.81

The accompanying notes are an integral part of the consolidated financial statements.
In accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, the contribution of Constantia Flexibles’ Indian
operations to the 2022 net loss was reclassified on a separate line in the income statement, “Net income (loss) from discontinued operations
and operations held for sale” (see note 18 “Discontinued operations and operations held for sale”).

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Statement of comprehensive income6 #<)<-5-6<7.+758:-0-6;1>-16+752022
In millions of euros

Grossamounts2021

Tax
effectNetamountsGrossamounts

Tax
effectNetamounts

Items to be reclassified to net income
Currency translation reserves(1)

64.6

-

64.6

198.4

-

198.4

Gains and losses on derivatives qualifying as hedges(2)

18.1

(0.5)

17.6

(3.6)

(4.1)

(7.7)

Reclassification to income of items previously recorded
within equity(3)

(2.9)

0.9

(2.0)

(14.9)

4.3(10.5)(422.0)-(422.0)(356.9)-(356.9)48.9(12.0)

37.0

21.2

(4.3)

16.9

(293.2)(11.5)(304.6)(155.8)(4.1)

Items not to be reclassified to net income
Gains and losses on financial assets through othercomprehensive income(4)Actuarial gains and losses
INCOME AND EXPENSES RECOGNIZED DIRECTLYIN EQUITY (A)(159.8)Net income for the period (B)1,022.1

1,376.4

TOTAL INCOME AND EXPENSES RECOGNIZEDFOR THE PERIOD (A) + (B)717.4

1,216.7

 Wendel shareholders

326.6

784.6

 Non-controlling interests

390.7

432.1

Attributable to:(1) This item includes in particular the contributions of Bureau Veritas for €12.4 million, CPI for €23.4 million and ACAMS for €12.3 million.
(2) This item includes changes in the fair value of Constantia Flexibles’ operating derivatives for €1.3 million and a share in the changes in fair value of
Tarkett Participation’s hedging instruments for €17.7 million.
(3) This item includes the €2.9 million impact of the recycling of operating derivatives at Constantia Flexibles.
(4) This item corresponds to the change in fair value of the investment in IHS (see note 14 “Financial assets and liabilities”).

The accompanying notes are an integral part of the consolidated financial statements.

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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Statement of changes in equity

 #<)<-5-6<7.+0)6/-;16C-9=1<A

In millions of euros

Number ofoutstanding
sharesEQUITY AS OF
DECEMBER 31, 2020

43,818,454

Income and expenses recognizeddirectly in equity (A)

Share
Share
capital premiums

Retainedearnings Cumulative
Treasury and other translation
shares reserves adjustments

Equity –NonGroup controlling
shareinterests

178.9

55.2

(545.1)

2,003.7

1,283.8---(262.3)102.6(159.7)

1,046.9329.5

1,376.4

784.6

432.1

1,216.7(126.6)(118.1)(244.7)

Net income for the period (B)

-

-

-

Dividends paid(2)Share capital increase(324.4)(363.8)101.5

1,046.9

TOTAL INCOME AND EXPENSES
RECOGNIZED FOR
THE PERIOD (A) + (B)(1)Movements in treasury shares

2,638.8683.1(215,791)-

28,8240.1(24.7)(24.7)

2.2
21.1

Changes in scope of consolidation

10.6

Other(5)(57.8)
43,631,487

Income and expenses recognizeddirectly in equity (A)

(1.2)

45.4

44.2

(57.8)(72.8)(130.5)

1,587.5

4,188.9(569.7)3,169.3(234.7)2,601.4---(384.5)54.8(329.7)25.0(304.7)

656.3

365.7

1,022.1---

Dividends paid(2)

271.9

54.8

(130.1)

Movements in treasury shares

133,141

Cancellation of treasury shares(3)(377,323)(1.5)(37.3)

37,057

0.1

2.0

717.4
(302.8)(23.2)
-

-

2.2

2.2

36.4
(14.6)

Other(5)

(9.4)
22.3

390.7
(172.7)

38.8

Changes in scope of consolidation

177.7

326.6
(130.1)(23.2)

Share-based payments

43,424,362

38.1

57.5

656.3

TOTAL INCOME AND EXPENSES
RECOGNIZED FOR
THE PERIOD (A) + (B)(1)EQUITY AS OF
DECEMBER 31, 2022

(11.8)

2.3
17.0

179.0

Net income for the period (B)Share capital increase(4)21.1

3,287.5(24.7)

2.3

Share-based payments

EQUITY AS OF
DECEMBER 31, 2021

101.5

(126.6)

Total
equity(554.1)

3,323.6(0.8)(180.7)(23.2)

36.4

16.5

52.9

(15.3)(42.3)(57.6)

(9.4)

68.0

58.7

2,788.6

1,847.7

4,636.2(1) See the “Statement of comprehensive income”.
(2) The dividend paid by Wendel in 2022 amounted to €3.0 per share, representing a total of €130.1 million. In 2021, Wendel paid a dividend of €2.9
per share, representing a total of €126.6 million.
(3) In 2022, Wendel reduced its capital by canceling treasury shares for a total amount of €38.8 million.
(4) See note 15 “Equity”.
(5) Other changes notably include the impact of changes in value of puts held by non-controlling interests.

The accompanying notes are an integral part of the consolidated financial statements.

312  - 2022 Universal Registration Document76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Consolidated cash flow statement6 76;741,)<-,+);0.47?;<)<-5-6<
Note

2022

2021

1,022.1

1,376.4

Share of net income (loss) from equity-method investments

174.4(919.6)

Net income (loss) from discontinued operations and operations held for sale(585.1)(1.0)

Depreciation, amortization, provisions and other non-cash items

532.4

558.7

Investment, financing and tax income

373.2

402.9

1,516.9

1,417.5

In millions of euros

Net income

Operating cash flow from consolidated companies before tax
Change in working capital requirement related to operating activities(23.6)

6.2

NET CASH FROM OPERATING ACTIVITIES, EXCLUDING TAX

71,493.3

1,423.7

Acquisitions of property, plant and equipment and intangible assets

26(269.4)(249.2)

Disposals of property, plant and equipment and intangible assets

27

128.3

18.7

Acquisitions of equity investments

28(431.3)(400.3)

Disposals of equity investments
Impact of changes in scope of consolidation and of operations held for sale

29

897.5

1.6

18 and 30

32.9(72.6)

1.2

0.4

31

233.9

(45.8)

24.4

(3.7)

7

617.5

(751.0)

Dividends received from equity-method investments and unconsolidated companies
Change in other financial assets and liabilities and other items
Change in working capital requirements related to investing activities
NET CASH FROM (USED IN) INVESTING ACTIVITIES, EXCLUDING TAX
Share capital increase

2.2

2.3

Contribution of non-controlling shareholders

8.7

21.1

Movements in treasury shares(73.2)(0.5)

 Wendel(23.2)(24.7)

 Subsidiaries(49.9)

24.2

Dividends paid by Wendel(130.1)(126.6)

Dividends paid to non-controlling shareholders of subsidiaries(172.8)(118.1)

New borrowings

32

729.5

1,082.5

Repayment of borrowings

32(870.7)(1,547.3)

Repayment of lease liabilities and interest

32(155.8)(152.3)(139.2)(156.3)(42.9)(75.0)Net finance costs
Other financial income and expense

33

Change in working capital requirements related to financing activities
NET CASH FROM (USED IN) FINANCING ACTIVITIES, EXCLUDING TAX

7Current tax expense
Change in tax assets and liabilities (excl. deferred taxes)

41.1(18.8)(803.0)(1,089.0)(310.5)(262.5)

11.6

(5.3)

(299.0)(267.8)

24.3

15.6

NET CHANGE IN CASH AND CASH EQUIVALENTS

1,033.0(668.5)

Cash and cash equivalents at the beginning of the period

2,232.2

2,900.8

3,265.3

2,232.2

NET CASH FLOWS RELATED TO TAXES

7

Effect of currency fluctuations

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
The accompanying notes are an integral part of the consolidated
financial statements.
The principal components of the consolidated cash flow statement
are detailed in notes 26 et seq.
Details of cash and cash equivalent accounts and how they areclassified in the consolidated balance sheet are shown in note 13“Cash and cash equivalents”.

13

In accordance with IFRS 5 “Non-current Assets Held for Sale andDiscontinued Operations”, cash flows relating to companies soldcontinue to be reported in each of the cash flow categories until thereclassification of these companies as “Discontinued operations
and operations held for sale”. In 2022, the cash and cash
equivalents of Constantia Flexibles’ Indian operations at the date ofreclassification were recorded within “Impact of changes in scopeof consolidation and of operations held for sale”.
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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
General principles

-6-:)48:16+184-;

Wendel is a European company with an Executive Board and aSupervisory Board, governed by current and future European andFrench laws and regulations. The Company is registered in the
Paris Trade and Company Register (Registre du commerce et dessociétés) under number 572 174 035. At the reporting date, its
registered office is located at 89 rue Taitbout, 75009 Paris, France.
The registered office will be transferred to 2-4 rue Paul Cézanne,
75008 Paris in the first half of 2023.
Its business consists in investing for the long term in industrial andservice companies, in order to accelerate their growth anddevelopment.
As of December 31, 2022, the Wendel Group was primarily
comprised of: fully consolidated operating companies: Bureau Veritas (35.5%
net of treasury shares), Stahl (67.9%), Constantia Flexibles(60.8%), Crisis Prevention Institute (CPI) (96.3%) and Associationof Certified Anti-Money Laundering Specialists (ACAMS) (98.0%,
see note 3 “Changes in scope of consolidation”);

 an operating company accounted for under the equity method:
Tarkett Participation (25.8%); and Wendel and its fully consolidated holding companies.
The investment in IHS is recognized within financial assets because
the Group does not exercise significant influence over thiscompany.
The consolidated financial statements of the Wendel Group cover
the 12-month period from January 1 to December 31, 2022 and are
expressed in millions of euros. They include: balance sheet (statement of financial position);
 income statement and statement of comprehensive income; statement of changes in equity;
 cash flow statement; and notes to the financial statements.

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Each accounting item in these financial statements includes thecontribution of all of the Group’s fully consolidated companies.
However, each of Wendel’s investees is managed independently
under the responsibility of its own executive management. It istherefore important to analyze the entities’ individual performances
using aggregate accounting data that are relevant for theirrespective business activities. Aggregate data for eachfully-consolidated subsidiary are presented in note 7 “Segment
information”, which shows the contribution of each subsidiary to
the income statement, balance sheet, and cash flow statement.
Aggregate accounting data for equity-method investments are set
out in note 11 “Equity-method investments”. An analysis of theGroup’s overall performance by business activity is provided innote 7 “Segment information”, which details recurring net income
by business activity and non-recurring net income. There is nofinancial recourse between the different operating entities or
between the operating entities and Wendel or its holding
companies (see note 6-2.2 “Liquidity risk of operating
subsidiaries”). The debt positions of the fully consolidated
subsidiaries, and of Wendel and its holding companies, arepresented individually in note 6-2.1 “Liquidity risk of Wendel and its
holding companies”.
These financial statements were adopted by Wendel’s Executive
Board on March 8, 2023 and will be submitted for shareholders’approval at the Shareholders’ Meeting.

6

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the financial statements

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<0-:.16)6+1)416+75-)6,-@8-6;- - 2022 Universal Registration Document

315

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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the financial statements

 $C

++7=6<16/8:16+184-;

Wendel’s consolidated financial statements for the year ended
December 31, 2022 have been prepared in accordance with IFRS
(International Financial reporting Standards) principles andmethods as adopted by the European Union on December 31,
2022, in accordance with Regulation No. 1606/2002 of theEuropean Council and the European Parliament pertaining to theapplication of international accounting standards, adopted on
July 19, 2002.

Financial information relating to these subsidiaries and associates
has been prepared in accordance with IFRS recognition andmeasurement rules.

The consolidated financial statements for the year ended
December 31, 2022 have been prepared using the sameaccounting methods as those used for the year ended
December 31, 2021.

Note 1-3

The following amendments and interpretations, which entered into
force on January 1, 2022, were adopted by the Group. The
adoption of these amendments did not have a material impact on
the consolidated financial statements:

 amendment to IFRS 3 relating to the update of references to theConceptual Framework; amendment to IAS 16 relating to the accounting for proceeds
before an asset’s intended use;

 amendment to IAS 37 relating to the costs to be taken into
account when recognizing a provision for onerous contracts;and annual improvements – 2018-2020 cycle.
The new standards, amendments or IFRIC interpretations
mandatorily applicable for reporting periods beginning on or afterJanuary 1, 2023 were not early adopted as of December 31, 2022.

Note 1-1

Basis of consolidation

Companies over which Wendel has exclusive control are fully
consolidated. Companies over which Wendel exercises significant
influence or joint control are accounted for using the equity
method. Earnings of acquired subsidiaries are consolidated as fromtheir acquisition date, while those of subsidiaries sold areconsolidated up to their divestment date or closest reporting date.

Note 1-2

Financial statements used
for consolidation

Wendel’s consolidated financial statements have been prepared on
the basis of: theconsolidated financial statements of Bureau Veritas,
Constantia Flexibles, Stahl, CPI and Tarkett for the year ended
December 31, 2022;

 the individual financial statements of all other companies for theyear ended December 31, 2022.

316  - 2022 Universal Registration Document

Significant changes in the Group’s scope of consolidation in 2022
are presented in note 3 “Changes in scope of consolidation”. The
main consolidated subsidiaries are presented in note 38 “List of
main consolidated companies as of December 31, 2022”.

Business combinations

The revised IFRS 3 “Business Combinations” and IAS 27 “Separate
Financial Statements” affect the accounting for acquisitions that
result in control and for partial disposals that result in a loss ofcontrol: ancillary transaction costs are recognized in operating income
for the period; contingent consideration is initially recognized atfair value, with subsequent changes in fair value recognized inoperating income; whencontrol is acquired, non-controlling interests arerecognized either based on the holders’ proportionate share of
the fair value of the assets and liabilities of the acquired entity,
or at their fair value. A percentage of goodwill is also allocatedto non-controlling interests at that time. This choice is made on acase-by-case basis for each acquisition;

 purchases and sales of shares in controlled companies that do
not lead to a loss of control are recognized as transfers between
the Group share of equity and non-controlling interests, without
any impact on net income; non-controlling interests can have a negative balance as a
subsidiary’s net income or loss is allocated between the Group
share of equity and non-controlling interests based on theirrespective interests; and in the event control is acquired of an entity in which the Groupalready holds an interest, the transaction is accounted for as (i) adisposal of the entire investment previously held withrecognition of the consolidated gain on disposal as well as (ii) an
acquisition of all the shares with recognition of goodwill on theentire investment. In the event of a partial divestment resulting
in a loss of control (but where the Group retains a
non-controlling interest), the transaction is also accounted for as
both a divestment and an acquisition: disposal of the entire
investment and calculation of a consolidated gain on disposal
along with the acquisition of a non-controlling interest which isthen recorded at its fair value.

6

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the financial statements

Note 1-4

Commitments to purchasenon-controlling interestsof consolidated subsidiaries

When the Group has made firm or conditional commitments topurchase shares held by non-controlling shareholders inconsolidated subsidiaries (minority puts), a financial liability isrecognized in an amount corresponding to the estimated present
value of the purchase price.
As of December 31, 2022, in the absence of any specific IFRS
guidance, this financial liability was offset:

Note 1-5

Gains and losses on the sale or transfer of assets between
consolidated companies have been eliminated from earnings andthe assets continue to be reported at their value on initialrecognition, except in the event of losses deemed permanent, forwhich an impairment charge is recognized in the income statement.

Note 1-6

 firstly, by eliminating the carrying amount of the corresponding
non-controlling interests; and secondly, by reducing the Group’s share of equity as follows: thedifference between the estimated exercise price of the put
options granted and the carrying amount of the non-controllinginterests is deducted from consolidated retained earnings andother reserves (Group share). This balance is adjusted at the endof each accounting period to reflect changes in the estimatedexercise price of the put options and the carrying amount of the
non-controlling interests.
This has no impact on the consolidated income statement, barring
subsequent changes to standards and interpretations.

Intragroup asset sales
and transfers

Conversion of the financial
statements of foreign companies
whose functional currency
is not the euro

Wendel presents its financial statements in euros.
The balance sheets of foreign companies whose functional
currency is not the euro are converted into euros at the closing
exchange rate, while income statement items are converted at the
average exchange rate for the year or consolidation period. The
discrepancy between the opening and closing balance sheets, aswell as that resulting from the application of these exchange rates,
are carried under “Translation adjustments” in consolidated
retained earnings and reserves until the assets and liabilities and all
related foreign currency transactions have been sold or unwound.
In this case, currency translation differences are either written backto income if the transaction leads to a loss of control, or directly
impact equity in the event of a change in non-controlling intereststhat does not result in a loss of control.

The principal exchange rates used in the consolidated financial statements are as follows:
Closing rate€/$

Note 1-7

Use of estimates

The preparation of financial statements in accordance with IFRS
requires the use of estimates and assumptions that affect theamounts reported in those financial statements. These estimatesand assumptions are based on Wendel’s and its subsidiaries’
appreciation of the facts and circumstances existing at thereporting date, as well as on information available on the date thefinancial statements were adopted. They are established on thebasis of the past experience of the management of the Group or its
subsidiaries and various other factors deemed reasonable (such as
market data or the work of an independent appraiser, etc.) and arereviewed on a regular basis. Prevailing uncertainty makes
forecasting difficult, and actual amounts could therefore differ fromthe forecasts.
Estimates and assessments made in order to prepare thesefinancial statements mainly concern goodwill, impairment tests on
goodwill and equity-method investments, provisions, deferred

Average rate

2022

2021

2022

2021

1.0666

1.1326

1.0516

1.1829taxes, derivatives, valuation of put options granted
non-controlling interests, and the treatment of co-investments.

to

The Group’s exposure to the impacts of the war in Ukraine and theeffects of the sanctions and restrictions imposed on Russia andBelarus is low; the conflict did not have a significant impact on theestimates and valuations as of December 31, 2022. The Group,
through its investments and holding companies, has taken this risk
into account in the various sensitivity tests and more specifically in
the impairment tests (see note 8-1 “Goodwill impairment tests”).
Similarly, through its investments and holding companies, theGroup has taken the economic, social and environmental impactsof the current macroeconomic environment into account in theassumptions used in its estimates and valuations. The Groupregularly ensures that the impacts of climate change, significant
fluctuations in interest rates and wage and raw material inflation arefactored into its various sensitivity tests and more specifically, into
its impairment tests (see note 8-1 “Goodwill impairment tests”).

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Notes to the financial statements

Note 1-8

Bases of measurement

Note 1-8.1

Goodwill

Goodwill represents the difference between the cost of acquiring acompany and the Group’s share of the fair value of its net assets,
liabilities and identifiable contingent liabilities at the acquisition
date. The identifiable assets and liabilities of the acquired company
that meet the IFRS recognition criteria are recognized at their fairvalue as of the acquisition date. Adjustments in the fair values ofassets and liabilities acquired as part of business combinations andinitially recognized on the basis of temporary values (because ofongoing appraisals or outstanding additional analyses) arerecognized as retrospective adjustments to goodwill if they occur
within 12 months of the acquisition date. Any subsequentadjustments are recognized directly in the income statement unlessthey are made to correct an accounting error. Under the revised
IFRS 3 “Business combinations”, the Group may choose torecognize goodwill on non-controlling interests. Goodwill ispresented, where applicable, net of any cumulative recognized loss
in value.
Goodwill is not amortized but is instead tested for impairment atleast once per year, on December 31, or more frequently if there is
any indication that it may be impaired. Indications of impairment
may include a significant or prolonged decline in the share price ofa listed company, a shortfall in earnings compared with the budget
or a deterioration in the industry environment in which a company
operates. For impairment tests, goodwill is allocated to
cash-generating units (CGUs). Each operating subsidiary (Bureau
Veritas, Constantia Flexibles, Stahl, CPI and ACAMS) corresponds
to a CGU. Goodwill impairment losses are recognized in theincome statement under “Impairment of assets” and cannot bereversed.
Whenever an operating subsidiary identifies an impairment loss on
a CGU recognized within its reporting scope (and not at the level ofthe Wendel Group), this loss is also reported in Wendel’s
consolidated financial statements, even if the analysis conducted by
Wendel on the investee’s goodwill does not show any such loss.
This stance has been taken to allow Wendel to recognize
unrealized losses as soon as they appear, as the losses would
evidently have to be recognized if the subsidiary were to sell the
impaired CGUs.
Goodwill pertaining to equity-method investments is included in
the carrying amount of these companies and therefore notpresented separately (IAS 28 “Investments in Associates and Joint
Ventures”, paragraph 23). Accordingly, the goodwill is not tested
separately for impairment, as the value of equity-method
investments is tested including goodwill. In the event of an
improvement in the value of equity-method investments justifying
an impairment writeback, the portion of the impairment pertaining
to goodwill is also written back. Impairment losses along withdisposal and dilution gains and losses are recognized in the income
statement under “Net income (loss) from equity-method
investments”.

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Impairment tests on goodwill and equity-method investments aredescribed in notes 8 “Goodwill” and 11 “Equity-method
investments”.

Note 1-8.2

Intangible assets

1.
Bureau Veritas, CPI and ACAMS group brands
The Bureau Veritas and CPI group brands have been valued using
the relief-from-royalty approach, which consists in discounting
royalties to perpetuity at a theoretical rate based on net sales
generated by the brands. The brands are considered as having an
indefinite useful life as there is no foreseeable time limit on theirpotential to generate cash flow. They are therefore not amortized
but are tested for impairment on an annual basis.
The brands of Bureau Veritas subsidiaries are amortized over a
period of 5 to 15 years. Only those brands identified at the level ofthe Wendel Group when Wendel acquired control of Bureau
Veritas are considered to have an indefinite life.
The ACAMS group brand is amortized over 12 years.
2.

Bureau Veritas, Constantia Flexibles, Stahl, CPI andACAMS group contracts and customer relationships
The value of these contracts and customer relationships represents
the margin expected to be generated over the residual lives ofcontracts in force at the date Wendel assumed control, taking into
account contract renewal rates where such renewals are considered
probable based on historical statistical data. These contracts andcustomer relationships are amortized over the period used for the
calculation of each contract category (5 to 23 years, depending on
the contract and subsidiary).

Note 1-8.3

Other intangible assets

The cost of developing software intended for internal use and otherdevelopment costs have been capitalized when it is likely that these
expenditures will generate future economic benefits. These costs
are then amortized over the asset’s estimated useful life.
The costs of initially configuring software hosted by an external
service provider, particularly in “Software as a Service” (SaaS)arrangements, must be expensed, except in two cases: when the configuration work results in the creation of an
identifiable additional code that is separable from the softwareand controlled by the entity, in which case the entity must assess
whether such costs meet the definition of an intangible asset
within the meaning of IAS 38 “Intangible Assets”; or when the configuration work and the ongoing provision ofaccess to the software fall under the responsibility of a single
service provider and are not distinct, in which case the expense
should be recognized over the term of the contract within themeaning of IFRS 15 “Revenue from Contracts with Customers”.

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Notes to the financial statements

Note 1-8.4

Property, plant and equipment

Property, plant and equipment are recognized at their historicalcost, determined at the time of acquisition of these assets, or at fairvalue in the event of a business combination. Historical cost
includes all costs directly attributable to the acquisition orconstruction of the assets concerned, including borrowing costs
that are directly attributable to the acquisition or production of theproperty, plant and equipment during the reporting period prior tobeing brought into service.
Property, plant and equipment other than land and investment
properties are depreciated on a straight-line basis over a period
corresponding to their probable useful life. The depreciation basis
for property, plant and equipment is historical cost less residual
value, i.e., the estimated amount that the entity would obtain at theend of the asset’s useful life, less any estimated costs of disposal.
The useful life is 10 to 50 years for buildings, and 3 to 10 years forindustrial facilities as well equipment and tooling.

Note 1-8.5

LeasesIFRS 16 “Leases” requires lessees to recognize leases in theirbalance sheets in the form of an asset (representing the right to use
the underlying asset during the lease term) and a corresponding
liability (representing the obligation to make fixed lease payments).
The standard eliminates the distinction between operating leases
and finance leases.
In accordance with the expedient provided for in IFRS 16, theGroup applied IFRS 16 to leases identified in accordance with thestandards previously in force, IAS 17 and IFRIC 4, without
reassessing the classification of leases in progress at January 1,
2019.
The lease liability represents the present value of remaining lease
payments. Future lease payments were discounted using thelessee’s incremental borrowing rate based on the residual term of
their leases.
The Group opted to apply the IFRS 16 exemption for short-termand low-value leases (assets with a unit value of less than €5,000).
Payments under these leases therefore continue to be recognized
as operating expenses.
In assessing the lease term, the Group has taken the
non-cancelable period of each lease plus any option to extend thelease that the Group is reasonably certain to exercise and any
option to terminate the lease that the Group is reasonably certain
not to exercise.

Note 1-8.6

6

Impairment of property, plant andequipment and intangible assets

In accordance with IAS 36 “Impairment of Assets”, property, plantand equipment and intangible assets are tested for impairment
whenever there is an indication of a loss in value. These tests are
performed either when there is an indication of a loss of value, or
yearly for assets with indefinite useful lives, i.e., only goodwill andbrands for Wendel. Impairment losses are recognized in theincome statement under “Impairment of assets”. Impairment losses
may be reversed, but only to the extent of the carrying amount of
the asset had no impairment been recognized.

Note 1-8.7

Financial assets and liabilities

Financial assets include investments in unconsolidated companies,
operating receivables, debt securities, marketable securities,
derivatives, and cash. Financial liabilities include borrowings, otherfunding sources and bank overdrafts, derivatives, operating
liabilities, and certain liquidity commitments on the Group’s shares
held by certain co-shareholders (see note 34-5 “Shareholder
agreements and co-investment mechanisms”).
In accordance with IFRS 9 “Financial Instruments”, financial assets
are recognized and measured either at fair value through profit orloss, at fair value through other comprehensive income, or atamortized cost. Classification and measurement are based on thecharacteristics of the instrument and the management objective forwhich the relevant assets were acquired.
1.
Financial assets at fair value through profit or loss
Equity instruments held for trading purposes or for which theGroup has elected not to use the “fair value through othercomprehensive income” classification are measured at fair value
through profit or loss.
2.

Financial assets at fair value
through other comprehensive income
Under IFRS 9, entities may make an irrevocable election to presentchanges in the fair value of an equity instrument not held for
trading through other comprehensive income. Entities may makethat election for each new instrument and acquisition, dependingon the Group’s management objective.
Equity instruments recognized in this account include strategic andnon-strategic investments.
At initial recognition, these assets are measured at fair value, which
generally corresponds to their acquisition cost. At the end of eachreporting period, the fair value of listed instruments is determinedbased on the share price at the reporting date. For unlisted
securities, fair value is measured using valuation models based
primarily on recent market transactions, discounted dividend or
cash flow streams, or the value of net assets.

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Notes to the financial statements

Unrealized gains and losses on these financial assets arerecognized directly in equity until the financial asset is sold or
cashed in, at which time the accumulated gain or loss is transferred
to consolidated retained earnings and other reserves and is notreclassified to the income statement. Dividends from suchinvestments are recognized in profit or loss unless the dividend
clearly represents the recovery of a portion of the investment cost.
3.
Financial assets measured at amortized cost
Financial assets are measured at amortized cost if they are held
solely with a view to collecting contractual cash flows serving to
repay principal and meet interest payments on the outstanding
principal.
They consist of loans and receivables related to investments,
deposits and guarantees, trade receivables and other current
receivables. These financial assets are shown in the balance sheet
under “Non-current financial assets”, “Trade receivables” and“Other current financial assets”. They are initially recognized at fairvalue and subsequently at amortized cost calculated using theeffective interest rate method. Net gains and losses on loans andreceivables correspond to interest income and provisions.
4.
Financial liabilities
With the exception of derivative instruments and financial liabilities
relating to liquidity commitments on the Group’s shares held bycertain co-shareholders (see note 34-5 “Shareholder agreements
and co-investment mechanisms”), all borrowings and other financial
liabilities are stated at amortized cost using the effective interest
rate method.
5.
Derivatives
Derivatives are measured at fair value. Gains and losses arisingfrom changes in the fair value of derivatives are recognized in theincome statement, apart from certain exceptions set out below.
Derivatives can be designated as hedges in a fair value, cash flowor net investment hedge:

 fair value hedges are used to offset changes in the fair value of arecognized asset or liability due to fluctuations in exchange
rates, interest rates or other benchmarks;

 cash flow hedges are used to hedge changes in future cash
flows from an existing or future asset or liability. Wendel and its
subsidiaries use cash flow hedges to offset fluctuations inforeign exchange rates, interest rates and commodity prices;and hedges of net investments in foreign operations help offset
fluctuations in value due to translation into the reporting
currency used by the parent company in its consolidated
financial statements. Financial debt denominated in thefunctional currency of the hedged investment can be

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designated as a net investment hedge when the hedge has
been recognized as such for accounting purposes.
A hedging relationship qualifies for hedge accounting if: the hedging relationship is clearly defined and documented atinception; and theeffectiveness of the hedging relationship candemonstrated from the outset and throughout its term.

be

The use of hedge accounting has the following consequences: for hedges used to offset changes in the fair value of arecognized asset or liability, the hedged item is measured at fairvalue in the balance sheet. Changes in the fair value of thehedged item are recognized in the income statement and areoffset by symmetrical changes in the fair value of the hedging
instrument to the extent that the hedge is effective;

 the effective portion of changes in the fair value of derivatives
designated as cash flow hedges is recognized directly in equity.
The gain or loss from the ineffective portion is recognized in theincome statement. Amounts carried in equity are transferred tothe income statement in the same periods as the corresponding
hedged items, or are written back against the acquisition cost of
the assets in which the financial risk related to the acquisition
price was hedged; and in a similar way to cash flow hedges, changes in the fair value ofthe derivative financial instrument are recognized net of tax inother comprehensive income for the effective portion
attributable to the hedged currency risk and in profit or loss forthe ineffective portion of the derivative. The gains and losses
carried in equity are recognized in the income statement when
the foreign operation is sold.
Derivatives are measured using the Group’s mathematical models,
as well as by independent appraisers and/or by the Group’s
counterparties.

Note 1-8.8

Fair value measurement

In accordance with the amendment to IFRS 7 “Financial
Instruments: Disclosures” (March 2009), the tables in note 14“Financial assets and liabilities” present the Group’s assets andliabilities that are measured at fair value, based on their method of
measurement. These methods are defined as follows: level 1: unadjusted, listed prices of identical instruments on an
active market;

 level 2: observable data other than the listed prices referred toin level 1, either directly (such as a price), or indirectly(calculated based on another price); and level 3: fair values that are not determined on the basis ofobservable market data.

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Notes to the financial statements

In 2022, there were no transfers of financial instrument fair value
measurements between levels 1 and 2, or to or from level 3.

Note 1-8.9

Inventories

Inventories are stated at the lower of cost and net realizable value.
Production cost includes the costs of commodities, direct labor,
and any operating expenses that can reasonably be associated withproduction.

Note 1-8.10

Cash and cash equivalents andpledged cash and cash equivalents

Cash is comprised of cash at banks.
In accordance with IAS 7 “Statement of Cash Flows”, cash
equivalents are short-term, highly liquid investments that arereadily convertible to known amounts of cash, subject to an
insignificant risk of changes in value and used to meet short-term
cash needs. Cash equivalents include euro-denominated,money-market mutual funds (Sicav) and deposit accounts withinitial maturities of three months or less. They are measured at theirfair value at the reporting date.
Pledged cash and cash equivalents are presented as non-current
assets, as they are not immediately available.

Note 1-8.11

Provisions

In accordance with IAS 37 “Provisions, Contingent Liabilities andContingent Assets”, a provision is recognized when the Group has
an obligation with respect to a third party as a result of a past event
for which it is probable or certain that there will be an outflow ofresources to that third party, without at least an equivalent inflow
from that third party in return. Provisions for restructuring costs arerecognized only when the restructuring has been announced andthe Group has drawn up or has started to implement a detailed,formal plan.
Provisions are discounted on the basis of the estimated duration of
the obligation. The impact of this discounting is recalculated ateach reporting date, and the related adjustment is recognized in
the income statement under “Other financial income and expense”.

Note 1-8.12

Provisions for employee benefits

Defined-contribution plans: contributions are recognized as
operating expenses.
Defined-benefit plans: the present value of statutory retirement
bonuses and supplementary pension benefits payable to active andretired employees is calculated using the projected unit credit
method. The obligation is determined at each reporting date taking

6

into account the age of the Company’s employees, their seniority,and the likelihood that they will remain at the Company until they
retire. The calculation is based on an actuarial method using
assumptions relating to the yield on long-term investments. The
provision corresponds to the difference between the total benefit
obligation as calculated above and any assets invested withinsurance companies to fund these obligations.
Actuarial gains and losses are recorded in equity as soon as they
are incurred.

Note 1-8.13

Deferred taxes

In accordance with IAS 12 “Income Taxes”, deferred taxes arerecognized for temporary differences between the carrying
amounts of assets and liabilities and their tax base.
Tax-loss carryforwards are recognized as deferred tax assets when
it is likely that they can be offset against tax on future earnings orwhen they can be offset against deferred tax liabilities of an equal
or higher amount. In application of this principle, no tax-loss
carryforwards of the Wendel tax group were recognized as assets inthe balance sheet.
Regarding subsidiaries and equity-method investments, a deferred
tax liability is recognized for all temporary differences between the
carrying amount of the related shares and their tax base, unless: the Group is able to control the timing of the reversal of thetemporary difference; and it is probable that the temporary difference will not reverse in
the foreseeable future.
Deferred taxes are recorded using the liability method. According
to this method deferred tax assets and liabilities are recognizedaccording to their estimated future tax impact resulting fromdiscrepancies between the carrying amount of the assets andliabilities in the consolidated financial statements and theirrespective tax base. Deferred tax assets and liabilities are valued byapplying the tax rates in effect during the year in which temporary
differences are expected to be recovered or settled. The effect ofany change in tax rates on deferred tax assets and liabilities isrecognized in net income for the period in which the rate changes
apply.

Note 1-8.14

Treasury shares

All treasury shares held by the Group are stated at their acquisition
cost as a deduction from equity. Proceeds from any sales oftreasury shares are credited directly to equity: any capital gains andlosses on disposal do not therefore impact income for the period.

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Notes to the financial statements

Note 1-8.15

Discontinued operations and operations
held for sale

Assets, groups of assets held for sale, and discontinued operations
are classified as such if their carrying amount will be recovered
mainly through a sale transaction rather than through continuinguse, and when their sale is highly probable. Depreciation on theseassets ceases when they meet the conditions for classification asheld for sale, and impairment is recognized if the asset’s residual
carrying amount exceeds its likely realizable value, less the costs ofdisposal.
Assets and liabilities of these businesses are presented on a
separate line in the balance sheet of the current period, while theirearnings are presented on a separate line in the income statement(including for comparative periods). Where applicable, net income
or loss from discontinued operations includes any disposal gains orlosses or any impairment losses recognized in relation to thebusinesses.

Note 1-8.16

Revenue recognition

The recognition of revenue (net sales) from contracts withcustomers reflects both the pattern in which performanceobligations are satisfied by transferring control of a good or service
to the customer, and the amount that the entity expects to receive
as consideration for those goods or services.
The majority of the Bureau Veritas group’s contracts give rise to alarge number of very short-term projects in a single contract.
Revenue from these contracts is recognized at the date on which
each project is completed. Other contracts cover longer-term
projects, especially in the Marine & Offshore and Buildings &Infrastructure businesses. These contracts meet the condition that
another entity would not need to re-perform the work alreadycompleted, and some such contracts contain an enforceable rightto payment, as defined by IFRS 15. For these contracts, the groupuses the percentage-of-completion method based on the costs
incurred in satisfying the related performance obligations. The
percentage of completion is determined for each performanceobligation in a contract by reference to the costs incurred up to theend of the reporting period as a percentage of the estimated total
costs. The increment of this percentage, applied to the total
forecast contract revenue, represents the profit margin recognizedin the period.

Note 1-8.17

Translation of foreign currencytransactions

Transactions denominated in foreign currencies are translated into
euros using the exchange rates prevailing at the transaction date.
Receivables and payables in foreign currencies are translated into
euros at the exchange rate prevailing at the reporting date. Forex
gains and losses resulting from the translation of receivables andpayables in currencies other than euros are recognized in theincome statement under “Other financial income and expense”.

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In the event of hedges of a net investment in a foreign operation(see the “Derivatives” section above), the portion of the gain or loss
on an instrument hedging a net investment in a foreign operationthat is considered to be an effective hedge is recognized directly inequity. The ineffective portion is recognized immediately in theincome statement.

Note 1-8.18

Stock subscription andpurchase option plans

In accordance with IFRS 2 “Share-based Payment”, the Group
recognizes an expense corresponding to the fair value of employee
stock subscription and purchase options, free shares, andperformance shares at the grant date, with the corresponding
offsetting entry under consolidated equity. The expense isrecognized over the options’ vesting period.
In 2022, as in previous periods, the fair value of Wendel’s plans wasestimated by an independent appraiser.

Note 1-8.19

Accounting treatment of mechanisms
for the participation of management
teams in the Group’s investments

The co-investment mechanisms described in note 5 “Participationof management teams in the Group’s investments” take the form ofownership by managers of various financial instruments such as
ordinary shares, index-based or preferred shares or share warrants.
These mechanisms are settled upon divestments or IPOs, or after apredetermined period of time. At this time, any gains relating to theinvestment are shared on the basis of whether or not Wendel’sannual performance and cumulative profitability objectives havebeen met.
These mechanisms are measured and accounted for based on themanner in which they will be settled, i.e., either as equity
instruments in a divestment or an IPO, or in cash as part of
Wendel’s liquidity commitments, after a predetermined period oftime.
Until the settlement method has been finalized, the investments areaccounted for based on the most likely form of settlement.
When it is estimated that settlement is most likely to take the formof equity instruments, management’s initial investment is accounted
for as non-controlling interests in proportion to their share of thetotal investment. On settlement, the dilution created by the value
sharing reduces the Group’s capital gain. When the beneficiaries
invest less than the fair value of the instruments subscribed or
acquired, the initial benefit is recorded as an expense against
equity in the income statement. The expense is recognized over the
options’ vesting period.

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Notes to the financial statements

When it is estimated that settlement is most likely to take the formof cash as part of Wendel’s liquidity commitments after apredetermined period of time, management’s initial investment isrecognized as debt. This debt is subsequently restated at its fairvalue until payment is made. Any changes in fair value arerecognized in the income statement. When the mechanism isunwound, the debt is paid off in cash. These co-investors are notconsidered non-controlling shareholders for accounting purposes;
their investment is consolidated within the Group’s net income andconsolidated reserves.
The most likely method of settlement is determined at eachreporting date, until the mechanisms are actually settled. Should
the most likely method change, the impacts of the change arerecognized in the income statement on a prospective basis. If, forexample, the most likely method of settlement were to be changed
to cash, the amount recognized in the income statement at the timeof the change would be the fully revalued amount of the
instruments at that date.
Wendel believes that for the main co-investments in place in theGroup as of December 31, 2022 – with the exception of the first
third of the automatic liquidity relating to Wendel managers’
co-investment in Constantia Flexibles – the most likely settlement
will take the form of a sale of the relevant investments or an initialpublic offering (IPO) of those investments. Liquidity commitments
in connection with co-investments, as well as the corresponding
amounts recorded in financial liabilities, are set out in note 34-5
“Shareholder agreements and co-investment mechanisms”.

Note 1-9.

Bases of presentation

Note 1-9.1

Presentation of the balance sheet

An asset is classified as current when it meets any of the four
following criteria:

 it is expected to be realized in, or is intended for sale orconsumption in, the Group’s normal operating cycle; or it is held primarily for the purpose of being traded; or it is expected to be realized within 12 months after the reporting
date; or the asset is cash or a cash equivalent carrying no restriction on
exchange or use in settlement of a liability for at least 12 months
after the reporting date.
When the asset is a pledged cash account or cash equivalent, theamount is recognized under non-current assets.
A liability is classified as current when it meets any of the four
following criteria:

 it is expected to be settled in the Group’s normal operating
cycle; or6 it is held primarily for the purpose of being traded; or the liability is due to be settled within 12 months after thereporting date; or the Group does not have an unconditional right to defer
settlement of the liability for at least 12 months after thereporting date.

Note 1-9.2

Presentation of the income statement“Operating income” includes income and expenses not resulting
from financial activities, equity-method investments, discontinued
operations, assets held for sale, and corresponding to income tax.
Financial income and expenses include “Finance costs, net” and“Other financial income and expense”, which include gains andlosses on disposals of financial assets, impairment losses on
financial assets, dividends paid by unconsolidated investments,changes in the fair value of financial assets at fair value throughprofit or loss, the impact of discounting receivables, liabilities orprovisions, and foreign exchange differences.

Note 1-9.3

Taxes: treatment of CVAE tax
on value added

Based on Wendel’s analysis, CVAE tax on value added in France
meets the definition of an income tax as defined in IAS 12.2. The
IFRS Interpretations Committee specified that in order to be
included in the scope of IAS 12, a tax must be based on a net
amount of income and expenses and that this net amount may
differ from net income for accounting purposes. Wendel considers
that CVAE has the characteristics indicated in this conclusion, as thevalue added represents the intermediate level of profit
systematically used under French tax rules to determine the CVAE
amount due.
CVAE tax is therefore presented in the “Tax expense” line.

Note 1-9.4

Earnings per share

Basic earnings per share are calculated by dividing the Group’s
share of net income for the year by the average number of shares
outstanding during the year.
Diluted earnings per share are calculated by dividing the Group’s
share of net income by the average number of shares outstanding
during the year, adjusted according to the treasury stock method.
Under this method, it is assumed that the cash received following
the exercise of dilutive instruments will be used to buy back theshares and partially neutralize the resulting dilution. The potential
dilution therefore represents the net impact. Dilutive instruments
issued by subsidiaries are also included in determining the Group’s
share of net income.
If the income statement presents income from divested businesses
separately, earnings per share from continuing and discontinued
operations are also presented separately.

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Notes to the financial statements

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Note 2-1

Exposure to the war in Ukraine

Wendel is paying close attention to the evolution of the situation in
Ukraine and its consequences, as one of the direct financial impacts
could stem from an increase in our companies’ cost structures,commodity prices, supply chain and wage inflation, if these impacts
are not passed on sufficiently quickly in sales prices, as ourcompanies have been able to do so far.
The industrial companies in our portfolio use a variety of energy
sources, including gas and electricity and also use their derivatives
as raw materials. The impact on profitability in the coming months
will depend on availability, pass-through to customers, the ability torealize process efficiencies both at suppliers and within ourcompanies.
The Group’s direct exposure to Russia and Ukraine was limited toapproximately 2% of its revenue in 2022.
In 2022, the Group’s direct exposure to Russia and Ukraine throughits companies was as follows: for Bureau Veritas: revenue generated in these countries
represented less than 1% of total revenue;

 for Constantia Flexibles: revenue generated in these countries
represented less than 5% of total revenue; and for Stahl: revenue generated in these countries represented
around 0.5% of total revenue.
The consequences of the conflict on Tarkett are presented innote 11 “Equity-method investments”.
The impacts of the conflict on impairment tests are very limited.

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Note 2-2

Effects of the Covid-19 pandemic
on the financial statements
as of December 31, 2022

In 2022, health restrictions in the form of lockdowns were
implemented in Asia and especially in China owing to its“zero-Covid policy”. These restrictions did not have a significant
impact on the Group and did not require a revision of the usualassumptions and estimates, despite the sharp rise in Covid cases in
China.
The Group is remaining vigilant as to the development of the crisis
and its effects on its portfolio companies and employees.

Note 2-3

Consideration ofclimate-related risks

As a responsible company, Wendel has made important
commitments to ensure that its internal operations are consistent
with its values and the ESG objectives set within its portfolio ofcompanies. Wendel is particularly committed to monitoring its
carbon footprint and those of its investees, and to setting reduction
targets where material. The portfolio companies’ exposure toclimate risk was reviewed in 2021. In 2022, the companies for which
long-term risks were identified had their Climate Resilience andAdaptation Plan approved at the governance level. The short-term
effects have been factored into the strategic plans of the Group’s
operating subsidiaries, which are used as a basis for testingintangible assets with indefinite useful lives for impairment. The
long-term effects of these changes are not quantifiable at thisstage.

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Notes to the financial statements

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Note 3-1

Changes in scope of consolidationin 2022

The Wendel Group’s scope of consolidation is set out in note 38“List of main consolidated companies as of December 31, 2022”.
1.
Completion of the sale of Cromology
On January 20, 2022, Wendel completed the sale of Cromology foran enterprise value of €1,262 million. The net proceeds from thesale amounted to €896 million for Wendel; this amount is net of theshare of capital held by Cromology’s co-investor managers.
The net proceeds from the sale represent approximately 1.6 times
Wendel’s total investment in the Materis group since 2006.
The capital gain on the sale of Cromology was recognized for€590 million within “Net income (loss) from discontinued
operations and operations held for sale”. In addition, in accordancewith IFRS 5 “Non-Current Assets Held for Sale and Discontinued
Operations”, Cromology’s contribution to net income for 2021
presented for the purposes of comparison is reclassified to this line.
The net income generated by Cromology over the first 20 days ofthe year was not recognized in Wendel’s 2022 consolidated
financial statements because the impact was not deemed material.

62.
Acquisition of ACAMSOn March 11, 2022, Wendel completed the acquisition of ACAMS(Association of Certified Anti-Money Laundering Specialists) from
Adtalem Global Education. ACAMS is the world leader inanti-money laundering and financial crime prevention training andcertification.
Its annual consolidated revenue and adjusted pro forma EBITDA
amounted to $98.4 million and $19.4 million respectively in 2022.
Wendel invested $338 million in equity and holds 98.4% of thecompany’s share capital alongside its management and a minority
shareholder. The Wendel Group therefore exercises exclusive
control over this company, which has been fully consolidated in its
financial statements since the acquisition date.
The amounts presented in the table below are taken from thefinancial statements of ACAMS as of the takeover date. They areprepared and presented in accordance with the accounting
principles applied by Wendel. The carrying amount of theinvestment at the date of the takeover includes the impact offoreign exchange hedges put in place prior to the acquisition for an
amount of €3.6 million. The acquisition costs were recorded in“Other non-recurring operating income and expenses” andamounted to $11.6 million.

For information purposes, the revenue generated by Cromology in
2021 amounted to €692 million and its recurring EBITDA was€112.5 million.

Trade names (amortized over 12 years)$72.5 million

Customer relationships (amortized over 12 years)$112.5 million

Contractual customer relationships (amortized over 3 years)$4.5 million

Technologies developed in-house (amortized over 3 years)$0.5 million

Training content (amortized over 3 years)$18.0 million

Deferred revenue (12 months)$(11.0 million)

Deferred taxes related to these revaluations$(59.0 million)

Residual goodwill$339.6 million

Net debt$(147.2 million)

Fixed assets$9.0 million

Other$4.1 million

Acquisition price of shares (100% of share capital)$343.5 million

In accordance with IFRS, this allocation is provisional and will be finalized within 12 months of the acquisition.

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Notes to the financial statements

Note 3-2

Changes in scope of consolidationof subsidiaries and associates

Note 3-2.1

Changes in scope of consolidationof the Bureau Veritas group

In 2022, the group made the following main acquisitions:

 100%

of Advanced Testing Laboratory, a US company
specializing in scientific sourcing services for the North
American consumer healthcare, cosmetics and personal care,and medical equipment markets; 100% of AMS Fashion, a Spanish company specializing insustainability, quality and compliance services for the Southern
European and African fashion industry markets; 100% of Galbraith Laboratories, a US expert in Healthcare
analytical testing solutions; and 80% of CAP Government, Inc. a US company specializing inconstruction management services in Florida.
The acquisition cost of its activities was €95.6 million and the
goodwill generated on the acquisitions was valued at €26.6 million.
In 2022, these activities generated annual net sales ofapproximately €74.1 million and operating income before theamortization of intangible assets from the business combination of
approximately €10.4 million.

326  - 2022 Universal Registration Document

Note 3-2.2

Changes in scope of consolidationof the Constantia Flexibles group

In 2022, the group invested €23.3 million to acquire 100% of FFP
Packaging Solutions, a leading UK-based sustainable, flexible
packaging converter with sales of €31.0 million in 2022. Thisacquisition generated €8.8 million in provisional goodwill prior toallocation.

Note 3-3

Changes in scope of consolidationin 2021

The principal changes in scope of consolidation during 2021 wereas follows: investment in Tarkett; signature of the agreement to sell Cromology for an enterprisevalue of €1,262 million; and deconsolidation of IHS following its IPO.

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Notes to the financial statements

 $C"-4)<-,8):<1-;

Related parties for the Wendel Group are:

 Tarkett, which is accounted for by the equity method; the members of Wendel’s Executive Board and Supervisory
Board; and Wendel-Participations, which is the Group’s control structure.

Note 4-1

6

Members of the Supervisory Board
and Executive Board

Compensation awarded by the Wendel Group for 2022 to (i) André
François-Poncet, Group CEO up to December 1, 2022 inclusive,(ii) Laurent Mignon, Group CEO as from December 2, 2022, and(iii) David Darmon, member of the Executive Board, amounted to€5,797 thousand.
The IFRS value of the options and performance shares granted toLaurent Mignon and David Darmon in 2022 amounted to€3,340 thousand at the grant date. No grants were made to André
François-Poncet for 2022.
Compensation paid to members of the Supervisory Board in 2022
totaled €1,209 thousand, including €1,119 thousand by Wendel SE(i) in consideration of services by members of the Supervisory
Board, (ii) as compensation of the Chairman of the Supervisory
Board and (iii) as compensation of the Lead Member of theSupervisory Board; and €90 thousand paid to certain members of
the Supervisory Board by Wendel-Participations SE for serving on
its Board of Directors. These amounts do not include the salaries ofthe employee representatives on Wendel’s Supervisory Board, who
do not receive Wendel SE directors’ fees.
As of December 31, 2022, the commitments made by the Company
to Laurent Mignon, the Group CEO, in the event of his removalfrom office, were as follows: in the event of his removal from office not prompted by poor
performance, provided that performance conditions are met, an
indemnity equal to his monthly average compensation
multiplied by the number of months he served as Group CEO(capped at 18 months). The monthly average compensation isdetermined as follows: the sum of (i) his fixed average monthly
compensation at the time of departure, and (ii) one-twelfth of his
variable compensation actually paid in respect of the last fiscal
year preceding his departure.

Note that André François-Poncet did not receive any indemnities
on the termination of his duties at the end of 2022.
As of December 31, 2022, the commitments made by the Company
to Executive Board member David Darmon, in the event of hisremoval from office, were as follows: in the event of termination of his term of office not prompted bypoor performance, an indemnity equal to 18 months of his fixedmonthly average compensation at the time of his departure; in the event of termination of his employment contract, the legal
and contractual indemnities due under that employment
contract; and it being specified that the total amount of indemnities paid toDavid Darmon in respect of his corporate office andemployment contract may not exceed 18 months of his monthly
average compensation determined as follows: the sum of (i) his
fixed monthly average compensation at the time of his
departure, and (ii) one-twelfth of the variable compensation
actually paid in respect of the last fiscal year preceding his
departure.
In accordance with Wendel’s policy of associating managementwith the Group’s investments, the members of the Executive Board
participate in the co-investment mechanisms described in note 5“Participation of management teams in the Group’s investments”.

Note 4-2

Wendel-Participations

Wendel-Participations SE is owned by around 1,200 Wendel family
members and legal entities. Wendel-Participations investors
together held a 39.59% stake in Wendel SE as of December 31,
2022, representing 51.81% of theoretical voting rights and 52.57%of the exercisable voting rights as of that date.
As of December 31, 2022, there were no other economic or
financial relationships between Wendel-Participations and Wendel
besides those related to the holding of shares and the following
agreements:

 aservice delivery agreement entered into for the
implementation of the provisions of the Sapin II Law on theprevention of corruption and for the implementation of CbCreporting; a memorandum of understanding on the use of the “Wendel”
family name and a license agreement governing the use of the“Wendel Investissement” brand; a service agreement for administrative assistance; and anagreement to
Wendel-Participations.

lease

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Notes to the financial statements

 $C!):<1+18)<1767.5)6)/-5-6<<-)5;16C<0-C:7=8E;16>-;<5-6<;

The accounting principles applied to co-investment mechanisms
are described in note 1-8.19 “Accounting treatment of mechanisms
for the participation of management teams in the Group’s
investments”.

Note 5-1

Participation of Wendel’s teamsin the Group’s investments

To give its managers a stake in the Group’s value creation, Wendel
has set up co-investment programs to allow them to invest theirpersonal funds in the same assets in which the Group invests. This
gives managers a personal stake in the risks and rewards of theseinvestments. Several programs co-exist, depending on the date of
Wendel’s initial investment. Certain rules are common to all
programs:i)the amount of the co-investment is no more than 0.6% of theamount invested by Wendel and the managers; theco-investments correspond to the disbursements made by eachmanager and are generally concurrent with Wendel’sinvestments;ii) if a liquidity event (as defined in paragraph iii) below) occurs,
the managers have, depending on the particular case, either
the same rights and obligations as the Wendel Group in
relation to the capital gain or loss incurred (pari passu
co-investment), or different rights and obligations (carriedinterest). In the latter case, if Wendel achieves a predefined
return, the managers are entitled to a greater share of the gain
than their shareholding;iii) a liquidity event is defined, as per the different programs, as afull divestment of a portfolio company, a change in control, adivestment or redemption of more than 50% of the shares heldby the Wendel Group, or the listing of the Company concernedon a stock exchange. The liquidity extended to co-investors
may be either the total amount or an amount proportional tothe investment sold or placed on the market;iv) in the absence of a liquidity event before the end of theco-investment program (six to twelve years after the initialinvestment), a cash payout is offered to co-investors, in one ormore tranches. The valuation of the portfolio company issystematically performed by an internationally renowned
independent expert, and managers’ rights and obligations arecalculated in accordance with the rules set out in paragraph ii)
above;

328  - 2022 Universal Registration Documentv) the rights of co-investors vest gradually over a period of several
years; in the event of the departure of a co-investor, and under
the terms of joint purchase and sale agreements, the Wendel
Group has the option or the obligation of buying back its rights
not yet vested at their original value and, in certain cases, theco-investor has the option or the obligation to sell their vested
rights under predefined financial conditions; andvi) co-investments are made in euros. In the case of foreign
currency investments, the euro exchange rate is adjusted tothat applicable on the day of the share capital increase of thefunds, taking into account any exchange rate hedges.

2011-2012 program
Co-investments related to acquisitions made by Wendel between
2011 and 2012 (and to potential subsequent reinvestments madeby Wendel in these companies) were therefore governed by theprinciples set out at the beginning of this note and by the following
specific rules:i)

30% of the amount invested by the co-investors was invested
under the same terms and conditions as Wendel (pari passu
co-investment);ii) the remaining 70% conferred a right, if a liquidity event
occurred, to 7% of the capital gain (carried interest), provided
that Wendel had obtained a minimum return of 7% per annum
and a cumulative return of 40% on its investment; otherwise,
the co-investors lost any right to a capital gain, as well as theamount invested, on this fraction of co-investment;iii) if the company concerned was not sold outright or listed on thestock exchange, the co-investors had a one-third liquidity claim
based on the value established by an independent appraisal at
the end of a period of eight years from the date of the initialinvestment by the Wendel Group: any capital gain was thenrecognized on one-third of the sums invested by the
co-investors; the same applied after 10 years, and then
12 years, if no sale or listing of the company occurred in themeantime;iv) the rights of co-investors vested gradually over a period of four
years, in five tranches of 20% per annum, of which 20% at theinvestment date.

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Notes to the financial statements

In 2022, the only co-investment still in force in application of theseprinciples was in IHS, through the Luxembourg fund Oranje-Nassau
Développement SCA FIAR. A first liquidity deadline occurred in
2021, on the eighth anniversary of the initial investment, on
one-third of the co-investment. The other two-thirds of theco-investment were the subject of a liquidity event at the time of the
IHS IPO in October 2021. As Wendel did not sell any securities
during this transaction, the capital gain was calculated on the basisof the average price of IHS shares over the six-month period
following the IPO. On the pari passu portion (representing 30% of
the total co-investment in IHS), the total amount was €91,370 (lessthan the co-investors’ investment), including €9,537 for David
Darmon, member of the Executive Board. This amount was paid in
July 2022. On the carried interest portion (70% of theco-investment), the minimum return was not reached and noamounts were paid to the co-investors, including David Darmon,
who therefore made a loss. Note that André François-Poncet,
Group CEO until December 1, 2022, did not co-invest in IHS.
The 2011-2012 co-investment program is no longer in effect.

2013-2017 program
The co-investment mechanism was amended in 2013 in order tointroduce a pooled share and, in certain cases, to raise the Group’s
minimum return condition. These amendments were established
for the four-year term of the Executive Board at that time.
Co-investments related to acquisitions made by Wendel in newcompanies between April 2013 and April 2017 (and to any
subsequent reinvestments made by the Wendel Group in thecompanies concerned) are therefore governed by the principles set
out at the beginning of this note and by the following specific rules:i)

35% of the amount co-invested gives the right, if a liquidity
event occurs, to 3.5% of the capital gain realized on each of theinvestments of the period, on the condition that Wendel’s
return is at least 10% per annum (carried interest deal by deal);
if this return is not achieved, the co-investors lose any right to again on 35% of their investment, as well as 35% of the amountinvested; a three-stage payment determined on the basis of anamount calculated by an independent expert is offered toco-investors 8, 10 and 12 years after Wendel’s initial investmentin the absence of a total sale or IPO;

6ii) 35% of the amount co-invested gives the right to 3.5% of thecapital gain realized on each of the investments of the period,on the condition that Wendel’s return, also calculated for all ofthese investments as a whole, is at least 7% per annum (pooled
carried interest); if this return is not achieved, the co-investors
lose any right to a gain on 35% of their investment, as well as
35% of the amount invested; in the absence of a total sale or
IPO, the pooled potential capital gain will be allocated equally
on September 30, 2024 and 2025 (the residual investments inthe portfolio being valued by an independent expert in everycase);
iii) the remaining 30% is co-invested pari passu with Wendel, 15%
on a deal-by-deal basis, and 15% on a pooled basis;iv) as the co-investors freely agreed to participate in the
2013-2017 co-investment program for a certain proportion of
total co-investments, they are required to invest at this level inall of the investments of the period with respect to the pooled
portion (carried interest and pari passu); failing which, theco-investor concerned loses all of his/her rights to the pooled
capital gain for the non-invested portion and his/her previous
investment, except for cases of force majeure where theco-investor will simply be diluted;v) co-investors who have met their commitment to co-invest in thepooled portion may invest the same amount on a deal-by-dealbasis (carried interest and pari passu), without obligation;vi) the rights of co-investors vest gradually over a period of four
years, in five tranches of 20% per annum, of which 20% at theinvestment date; it should be noted that, for pooled carriedinterest rights, the term is calculated from the first investment of
the period.
In addition, the share of the co-investment of the Executive Board atthat time was fixed at one-third of the total co-investment,
comprising 60% for the Group CEO and 40% for the member of the
Executive Board at that time.
In accordance with these principles, the Wendel employees
concerned have invested in a personal capacity along with theGroup in Saham, Nippon Oil Pump, CSP Technologies, Constantia
Flexibles, Allied Universal and Tsebo. These co-investments areheld through two reserved alternative investment funds (FIAR). The
first fund, Expansion 17 SCA FIAR, is the structure used forco-investments on a deal-by-deal basis and is divided into as many
sub-funds as there are investments. The second fund, Global
Performance 17 SCA FIAR, is used for pooled co-investments,
which are grouped into a single sub-fund for all investments for theperiod 2013-2017.
The deal-by-deal co-investments in Saham, Nippon Oil Pump, CSP
Technologies, Allied Universal and Tsebo were liquidated following
the disposal of these companies between 2018 and 2020.

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Notes to the financial statements

With regard to pooled co-investments in these companies: the pari passu portion has been liquidated as part of thedisposals; and the carried interest portion will be liquidated at the end of the
program and based on all of the investments made in thesecompanies.
The only deal-by-deal co-investment still in force at the reporting
date is the one made in Constantia Flexibles. In accordance withthe principle referred to in point (iii) above, a first liquidity deadline
will occur on March 26, 2023, on the eighth anniversary of the initialinvestment, on one-third of the co-investment on a deal-by-dealbasis, and an independent multi-criteria appraisal will be carriedout before September 26, 2023. In accordance with the Group’s
accounting policies, a provision for this commitment has been
accrued in the 2022 consolidated financial statements.

2018-2021 program
In the absence of any investment made after April 2017, and on theoccasion of the arrival of a new Group CEO on January 1, 2018, a
new co-investment program was defined for investments made in
new companies between 2018 and April 2021 (and for any
subsequent reinvestments made by the Wendel Group in thecompanies concerned). The program is governed by the principles
set out in the introduction to this note and by the following special
rules:
i)in the event of a liquidity event affecting one of the companies
acquired during the period, 20% of the total amountco-invested gives entitlement to a repayment of thecontributions and to 2% of the capital gain generated on eachof the investments made during the period, provided that thereturn on Wendel’s investment is at least 8% (carried deal bydeal);

ii) in the event of a liquidity event affecting the last of thecompanies acquired during the period, 80% of the total
amount co-invested gives entitlement to a repayment of thecontributions and to 8% of the capital gain calculated on allinvestments made during the period, provided that Wendel’s
return, calculated on all these investments, is at least 7%(pooled carried);iii) in the event of a liquidity event and if the minimum return is notreached, the co-investors are treated pari passu with Wendel;iv) in the absence of an event giving rise to total liquidity, theco-investors have liquidity for the balance in three tranches of
one-third each as of December 31, 2026, 2028 and 2030; ateach maturity date, the valuation is carried out, if theinvestment is listed, on the basis of an average share price, and
if not, on the basis of an independent appraisal;

330  - 2022 Universal Registration Documentv) as the co-investors freely agreed to participate in the
2018-2021 co-investment program in a certain proportion of
total co-investments, they are required to invest at this level inall of the investments of the period with respect to the pooled
portion (carried interest and pari passu); failing which, theco-investor concerned could lose all of his/her rights to thepooled capital gain for the non-invested portion and 20% of
his/her previous investment, except for cases of force majeure
where the co-investor will simply be diluted;vi) co-investors who meet their commitment to co-invest in thepooled portion can invest the same amount on a deal-by-dealbasis, without any obligation;vii) the rights of co-investors vest gradually over a minimum periodof five years, in five tranches of 20% per annum, i.e., 20% oneach anniversary of the investment; it being specified that (a)for the pooled carried interest rights, the term is calculated
from the first investment of the period and (b) that the term isextended by one year if the co-investor leaves Wendel for acompetitor company.
In application of these principles, the members of the Executive
Board at the time invested in a personal capacity alongside theGroup and other Wendel employees in Crisis Prevention Institute(CPI) in December 2019 and November 2020, representing 4% for
André François-Poncet and 6.7% for David Darmon, with 90%
invested on a pooled basis and 10% deal by deal.
In December 2022:

 Laurent Mignon, new Group CEO as of December 2, 2022,
co-invested in CPI at a rate of 8% of the total co-investment, by
acquiring shares in the pooled program for €194,828 andshares in the deal-by-deal program for €21,634; and David Darmon increased his exposure to CPI and raised his
co-investment from 6.7% to 8% by acquiring additional shares in
the pooled program for €31,660 and shares in the deal-by-dealprogram for €3,515.
These transactions were carried out at the higher of the initial value
and the last net asset value.
The difference between the fair value of the managers’
co-investments and its subscription price amounts to €2.2 million.
In accordance with Group accounting principles, this amount isrecognized in the income statement over the vesting period.
André François-Poncet retained his co-investment shares in CPI
after his departure from the Group on December 1, 2022.

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Notes to the financial statements

2021-2025 program
Upon renewal of the Executive Board’s term of office for the period
April 2021 to April 2025, a new co-investment program wasdefined for investments made in new companies during this period(and for any later re-investments made by the Wendel Group inthese companies).
This program is governed by the following principles:i)the amount of the co-investment, i.e., the disbursements madeby the co-investors from their own funds, stands at 0.6% of theamount invested;ii) if a liquidity event (as defined in v) below) occurs affecting oneof the companies initially acquired during the period, theco-investors are (a) entitled to the repayment of theircontributions and to the share of the capital gain referred to iniii) or iv) below, provided that the minimum return is achieved,or (b) if that return is not achieved, treated pari passu with
Wendel;iii) if a liquidity event (as defined in v) below) occurs affecting oneof the companies initially acquired during the period, 50% of
the co-invested amount gives entitlement to 5% of any capitalgain realized (deal-by-deal carried interest), on the condition
that the annual return on the investment is at least 8% until thefifth anniversary of the initial investment; past five years, theannual minimum return is decreased by 0.75% per year for the
next five years and then remains constant at its last level; in theevent of an annual return greater than 15%, the capital gain rateis raised from 5% to 6%;iv) if a liquidity event (as defined in v) hereof) occurs affecting thecompanies acquired during the period, 50% of the overall
co-invested amount gives entitlement to 5% of any capital gain
calculated on all of the companies initially acquired during theperiod (pooled carried interest), on the condition that theannual return calculated on all of these investments is at least
7% until the fifth anniversary of the initial investment in the
program; past five years, the minimum annual return isdecreased by 0.75% per year for the next four years and thenremains constant; in the event of an overall annual return
greater than 15%, the capital gain rate is raised from 5% to 6%;v) a liquidity event is defined as (a) a change in control, adivestment or a redemption of more than 50% of the shares
held by the Wendel Group of a company in the portfolio, giving
rise to full liquidity on the basis of the transaction price, or (b)the IPO of the Company, which gives entitlement to liquidity
proportional to the investment sold on the basis of the IPO
price. Exceptionally, for the deal-by-deal portion of theco-investment, co-investors may opt for full liquidity;

6vi) in the absence of a full liquidity event, liquidity for theremaining investment will be granted to co-investors in three
one-third tranches, as of December 31, 2028, 2030 and 2032;
this liquidity may be deferred from one tranche to anotherwithin certain limits; the valuation is calculated at each due date(a) if the issuer is listed, on the basis of the average market priceof these securities and (b) if the issuer is not listed, on the basisof an independent expert appraisal;vii) as the co-investors agreed to participate in the 2021-2025
co-investment program for a certain proportion of total
co-investments, they are required to invest at this level in all of
the investments of the period with respect to the pooled
portion; failing which, the co-investor concerned may lose all of
his/her rights to the pooled capital gain for the non-invested
portion and 20% of his/her previous investment, except forcases of force majeure where the co-investor will simply bediluted;viii) co-investors who meet their commitment to co-invest in thepooled portion can invest the same amount on a deal-by-dealbasis, without any obligation;ix) the rights of co-investors vest gradually over a minimum periodof five years, in five tranches of 20% per annum, i.e., 20% oneach anniversary of the investment; it being specified that (a)for the pooled carried interest rights, the term is calculated
from the first investment of the period and (b) that the term isextended by one year if the co-investor leaves Wendel for acompetitor company.
The share of the Executive Board’s co-investment in this program is16%, i.e., 8% for each Executive Board member, divided equally
between co-investment on a deal-by-deal basis and pooled
co-investment.
In application of these principles, the co-investors invested in apersonal capacity alongside the Group in Tarkett in 2021. In
March 2022, the co-investors invested in a personal capacity
alongside the Group in ACAMS for an amount of €1.3 million. In
this context, André François-Poncet and David Darmon,
respectively Group CEO and member of the Executive Board,
co-invested €146,132 each.
In December 2022, Laurent Mignon, the new Group CEO as ofDecember 2, 2022, co-invested at a rate of 8% in Tarkett and
ACAMS by acquiring shares for €127,008 in the pooled program,€53,942 in the deal-by-deal program for Tarkett and €243,522 in
the deal-by-deal program for ACAMS. These transactions weremade at the higher of the initial value and the last net asset value.
The difference between the fair value of the managers’
co-investments, including the Executive Board members, and its
subscription price amounts to €5.8 million. In accordance withGroup accounting principles, this amount is recognized in theincome statement over the vesting period.

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Notes to the financial statements

Note 5-2

Participation of investees’
management in the performanceof their companies

Various mechanisms exist in Wendel Group subsidiaries (Bureau
Veritas, Constantia Flexibles, Stahl, CPI, IHS, Tarkett and direct
investments via Wendel Growth [formerly Wendel lab]) to allow
management to participate in the performance of each entity.
The participation of management is based, depending on the case,on stock subscription or purchase option plans and/or performance
share plans, or on co-investment systems whereby the managers ofthese various subsidiaries co-invest significant amounts alongside
Wendel. These investments present a risk for the co-investor
managers in that they may lose all or part of the significant sums
they have invested, depending on the value of the investment on
settlement.
These co-investment mechanisms are generally composed of (i) apari passu investment with a return profile identical to that achievedby Wendel, and (ii) a ratchet investment, which offers variable
capital gains according to performance criteria such as the internalrate of return (IRR) or the multiple realized by Wendel on its
investment. Accordingly, for this part, co-investor managers only
receive a higher return than Wendel when Wendel has obtained apredefined return.

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These co-investment mechanisms and the sharing of risk between
Wendel and the co-investor managers take the form of various
financial instruments held by Wendel and the co-investor
managers. These instruments include ordinary shares, index-basedor preferred shares and fixed-rate bonds. The ratchet portions may
also be structured as bonuses linked to the relevant entity’s
performance, or to the profitability of the investment made in theentity.
These investments are settled either when a liquidity event occurs(divestment or IPO) or, for certain investments if no such liquidity
event takes place, at a specific point in time (depending on the
Company, between 6 and 12 years after the initial investment byWendel).

Note 5-3

Impact of co-investment
mechanisms for Wendel

As of December 31, 2022, the impact of these co-investment
mechanisms is to reduce Wendel’s shareholdings in theinvestments concerned by between 0% and 2%. This calculation isbased on the value of the investments as calculated in order todetermine the Group’s Net Asset Value (NAV, as defined in theannual financial report) as of December 31, 2022.

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Notes to the financial statements

 $C16)6+1)4:1;35)6)/-5-6<

Note 6-1

Equity market risk

Note 6-1.1

Value of investments

Nevertheless, there is a risk that the investee’s economic results will
not meet Wendel’s expectations.

Wendel Group assets are mainly investments over which Wendel
has control or significant influence. These assets are listed (Bureau
Veritas, IHS and Tarkett) or unlisted (Constantia Flexibles, Stahl, CPI
and ACAMS).
The value of these investments is based mainly on:

 their economic and financial performance; their growth and profitability outlook; their

ability to identify risks and opportunities in theirenvironment; and changes in the equity markets, directly for listed companies andindirectly for unlisted companies,
influenced by market parameters.

whose

6

valuationsare

Beyond these market parameters, growth in Wendel’s NAV
depends on management’s capacity to select, buy, develop andthen resell companies able to stand out as leaders in their sectors.
Wendel makes its decisions on the basis of its investment teams’
expertise and in-depth strategic, accounting/financial, legal, tax,
compliance and ESG (Environment, Social, Governance) analyses.
These processes identify the operating, competitive, financial, legal
and ESG opportunities and threats likely to have an impact on thevalue of an investment.
Wendel monitors and analyzes each company’s operating andfinancial performance and the risks to which they are subject,alongside the companies’ management, during regular in-depth
operational review meetings or meetings of these companies’
governance entities. Alongside these meetings, knowledge sharing
with the management team makes it possible to develop trueindustry expertise and therefore to prepare an analysis of future
prospects at regular intervals. This regular review also enables
Wendel to better analyze developments in each investment andplay its role of shareholder.
Wendel’s company-specific approach is supplemented at Grouplevel through an overall analysis of the breakdown of Wendel’s
subsidiaries’ businesses and investments by industry, in order toensure sufficient diversification, not only in industry terms but also
from the point of view of their competitive positioning and thecompanies’ ability to withstand a deterioration in the economic
climate.

Moreover, the financial structure and levels of debt of certain
operating subsidiaries (CPI, IHS Tarkett, ACAMS) increase the risk
to the value of these operating subsidiaries. While leverage makes
high internal rates of return (IRR) possible on these investments, italso exacerbates financial difficulties in the event of a significant
slowdown in business or an external event which unfavorably
impacts the companies’ markets, by restricting the access of thecompanies in question to liquidity and by subjecting them to therisk that financial covenants will trigger accelerated maturity of theirfinancial debt (see note 6-2 “Liquidity risk”). Furthermore, banks’
access to liquidity and their own prudential ratios can sometimes
make refinancing the debt of these companies more difficult. To
prevent and manage the risk related to the financial structure ofthese companies, cash flow and financial covenant forecasts areprepared regularly based on various scenarios in order to establish,
where appropriate, targeted solutions to ensure their long-term
survival and to create value. Wendel and its subsidiaries are also inclose contact with the lenders of these companies, in order to more
effectively manage the restrictions on these financing agreements.
The value of investments is therefore subject to the risk that theireconomic and financial performance and their growth andprofitability outlook are affected by difficulties related to theirorganization, financial structure, forex exposure, industry sector
and global economic environment and/or to risks as sudden andsignificant as a cyber-attack, a geopolitical crisis or the crisis linked
with the global pandemic. The value of investments is also subject
to financial market risk and equity market risk in particular.
However, Wendel is a long-term shareholder with no short-term
demands on the value of its assets at a specific point in time, eventhough it monitors NAV trends very closely.

Note 6-1.2

Equity market risk

As of December 31, 2022, equity market risk related chiefly to: consolidated and equity-method shares, whose recoverable
values used for impairment tests are based on market
parameters including, as appropriate, the discount rate used in
calculating value in use or the market price used in calculating
fair value (see impairment tests in note 8 “Goodwill” and note 11“Equity-method investments”); - 2022 Universal Registration Document

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Notes to the financial statements

 the investment in IHS recorded in non-current financial assets at the financial leverage of Wendel and its holding companies (i.e.,fair value, i.e., at the market price (see note 14 “Financial assets
and liabilities”); changes in this value are recorded in othercomprehensive income in accordance with Group accounting
principles. At December 31, 2022, the investment was valued at€363 million, after a loss of €422 million recognized in othercomprehensive income corresponding to the change in fairvalue for the period. Excluding the change in value of the US
dollar (the company’s quoted currency), a +/-5% change in themarket price would lead to a positive or negative impact of€18 million in other comprehensive income;net debt/assets), which represents a key indicator of the cost ofbond and bank financing for Wendel. This indicator is also
tracked by Moody’s and Standard & Poor’s rating agencies,
which Wendel has contracted to rate its financial structure andbonds. Since the end of 2018, this ratio has been at a low level,
enabling the Group to consider making new investments while
maintaining a solid financial structure.

 investments by Wendel Growth (formerly Wendel Lab), whose
total value was €157 million as of December 31, 2022. These
investments are recognized at fair value, with changes
recognized through profit or loss. A 5% increase or decrease in
their value would therefore result in a positive or negative
impact of approximately €7.8 million in net financial expense(see note 14 “Financial assets and liabilities”);

 puts granted to non-controlling interests (minority puts) andliquidity commitments of co-investments granted by Wendel
and its holding companies, which are recognized as financial
liabilities. Their value is determined using a contractual formulabased on a fixed multiple of operating margin less net debt, or
using the fair value of the relevant investment. When the buy-out
price is based on fair value, it is most often estimated using the
calculation method used for NAV (as described in the Group’s
annual financial report), i.e., peer multiples are applied to theoperating margin of the relevant investments in order toestimate the enterprise value, allowing the value of equity to be
calculated once debt has been deducted. As of December 31,
2022, the total of these financial liabilities amounted to€233 million, mainly corresponding to the minority put granted
to the H. Turnauer Foundation (see note 14 “Financial assets andliabilities” and note 34 “off-balance sheet commitments”). In theevent of a +5% increase in the operating margins of theinvestments in question, the total amount of the minority
buy-out commitments and liquidity commitments for theco-investments granted by Wendel and its holding companies
would increase by around €22 million. This change would
mainly be recognized in consolidated reserves. Other Groupinvestees also granted minority puts (see note 14 “Financial
assets and liabilities”);

 the Wendel syndicated loan covenants, which are based onratios of financial debt to asset value, are described in note 6-2.4“Financing agreements and covenants of Wendel and its
holding companies”. As of December 31, 2022, this loan was not
drawn and Wendel was in compliance with these covenants; and334  - 2022 Universal Registration Document

Note 6-2

Liquidity risk

Note 6-2.1

Liquidity risk of Wendel
and its holding companies

Wendel’s cash requirements are related to investments (including
the commitments described in note 34 “off-balance sheet
commitments”, in particular the minority puts and the commitmentsof Wendel Growth), debt servicing, operating expenses, treasury
share buybacks and dividends paid. These needs are covered bycash and short-term financial investments, asset turnover, bank andbond financing, and dividends received from associates.
As regards asset turnover, certain agreements, notably shareholder
agreements, may temporarily limit Wendel’s ability to sell certain of
its assets; as of December 31, 2022, the main asset subject to thisrestriction is the investment in IHS, which is in fact subject to a
mandatory holding requirement expiring gradually after thecompany’s IPO (see note 34-5 “Shareholder agreements andco-investment mechanisms”). The shareholders’ agreement for theinvestment in Tarkett also includes a commitment by the Group not
to sell the shares during the first years of its investment. An
unfavorable environment for the equity market (public or private) ora non-controlling shareholder position without a shareholder
agreement permitting the initiation of a sale or IPO process may
also limit the Group’s ability to sell the assets concerned.
Access to financing may be limited by the items described in the“Managing debt” section of this note.
Lastly, dividends paid by investees may be limited by theiroperating and financial position (see note 6-2.2 “Liquidity risk ofoperating subsidiaries”) and any restrictions set out in theirfinancing documentation (see note 6-2.5 “Financial debt ofoperating subsidiaries – Documentation and covenants”).
Furthermore, a non-controlling shareholder cannot decide to pay
dividends without the agreement of the other shareholders.

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Notes to the financial statements

1.
Cash and short-term financial investment position
As of December 31, 2022, cash and short-term financial
investments of Wendel and its holding companies (excluding
operating subsidiaries) amounted to €960.5 million and consisted
mainly of €671.3 million in euro money market funds, €33.8 million
in financial institution funds and €255.4 million in bank accounts
and deposits denominated chiefly in euros.
2.
Monitoring cash and short-term financial investments
Every month, cash and cash equivalents (including short-term
financial investments) and cash flows are displayed on a chartdetailing the changes during the month and the month-end
position. This chart is presented to the Executive Board on amonthly basis. It also details the various cash and short-term
financial investment vehicles utilized, as well as counterparty
information. Finally, another chart indicating the expected cash
flows over the coming months and years is prepared on a regularbasis and used to determine the maturity and amount of financing
requirements according to different scenarios.
Cash investment vehicles consist of short-term bank deposits andlow-volatility, money-market mutual funds (classified under “cashand cash equivalents”) and funds managed by financial institutions(classified under “other financial assets”). These investments arevalued daily (or in some cases weekly). Amounts allocated to morevolatile funds, potentially generating higher returns, represent an
insignificant portion of cash and short-term financial investments. In
choosing the various types of investments, Wendel takes into
account the compatibility of their term with its debt repayment
obligations and those of its holding companies.
3.
Financial maturities and debt
In January 2022, a new €300 million bond maturing inJanuary 2034 was issued with a coupon of 1.375%. Following thistransaction, the €500 million bond maturing in 2024 was redeemed
early for an amount of €534.4 million, determined in accordancewith the prospectus of this bond and including the impact of theinterest rate hedge (the difference between the amount redeemed
and the nominal amount was recognized in financial expenses).
Thus, at the reporting date, the maturities of the bonds werespread between April 2026 and January 2034 for a nominal
amount of €1.4 billion and the average maturity was 6.4 years.
Wendel also has an undrawn €750 million syndicated loan
maturing in July 2027. Wendel has the option of requesting two
one-year maturity extensions from the lenders, who may either
accept or refuse its request. Wendel was in compliance with its
financial covenants as of December 31, 2022. The margin level on
this loan is indexed to Wendel achieving its ESG targets; should

6

these targets not be met, the margin would be increased but there
would be no impact on the availability of this facility; however, if thetargets were to be met, the margin would be reduced. As the 2021
targets were met, the margin on the loan was reduced slightly in
2022. This undrawn line of credit notably gives Wendel enoughflexibility to take advantage of investment opportunities.
At the reporting date for the consolidated financial statements,
Wendel had a long-term rating of BBB with a stable outlook and ashort-term rating of A-2 from Standard & Poor’s. Similarly, Moody’s
assigned Wendel a rating of Baa2 with a stable outlook.
4.
Managing debt
To manage debt maturities, Wendel must find the necessary
resources to cover the repayment of its financial obligations at theirmaturity. These resources can derive from available cash, asset
turnover or new financing. New financing may be limited by: the availability of bank and bond lending sources, which can be
restricted by financial market volatility, banks’ access to liquidity,
and pressure from financial institution regulators;

 the financial leverage of Wendel and its holding companies (i.e.,
net debt/assets ratio), which is a key credit risk indicator tracked
by Wendel’s lenders and by the financial rating agencies whichrate Wendel’s financial structure. Similarly, the syndicated loan issubject to financial covenants based primarily on the market
value of Wendel’s assets and the amount of net debt (seenote 6-2.4 “Financing agreements and covenants of Wendel andits holding companies”). Leverage depends in particular on
asset values and is therefore subject to equity market risk (seenote 6-1 “Equity market risk”). It also depends on investments
and divestments, which increase and decrease leverage,
respectively. It should be noted that in this regard, the Grouphas granted buyback commitments described in note 34-5
“Shareholder agreements and co-investment mechanisms”, theexercise of which would have similar effects on financial
leverage to that of an investment; and a potential financial rating downgrade for Wendel from thefinancial rating agencies.
To manage refinancing risk, Wendel seeks to align the maturities of
its bond and bank financing with its long-term investor outlook.
Wendel therefore secures medium- to long-term financing andextends existing maturities when market conditions allow and when
Wendel management deems it necessary to do so. Investment
decisions are made taking into account their impact on financial
leverage (net debt/assets ratio).

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Notes to the financial statements

Note 6-2.2

Liquidity risk of operating subsidiaries

1.
Managing the liquidity risk of operating subsidiaries
The management of each operating subsidiary is responsible formanaging the cash, debt, and liquidity risk of that entity.
Cash and debt levels of the operating subsidiaries are reported
regularly to Wendel. Forecasts of bank covenant compliance for the
coming year and over the lifetime of the business plan areprepared annually and any time an event occurs that could have amaterial impact on the covenants. These forecasts and calculationsof covenant compliance are reviewed regularly by Wendel.
2.

Management of the liquidity risk of Wendel’s
operating subsidiaries
The financial debts of the operating subsidiaries are without
recourse to Wendel. The subsidiaries’ liquidity risk therefore only
affects Wendel when the Group so decides or accepts such risk.
Wendel has no legal obligation to support operating subsidiaries
experiencing cash flow difficulties. Similarly, subsidiaries are notbound by any mutual support undertakings. As a result, Wendel’sliquidity would only be affected if it decided to contribute cash toan operating subsidiary. Such a decision would result from an
in-depth analysis of all the restrictions to which Wendel is subject,including returns on investment, Wendel’s own liquidity, additional
investments in other subsidiaries and new investments.
Changes in the economic and financial situation of subsidiaries canalso have an impact on Wendel’s liquidity via the amount ofdividends they pay to Wendel. Similarly, changes in the economic
and financial position of investments have an impact on their value;
however, this value is taken into account in calculating Wendel’s
financial leverage (see note 6-1.2 “Equity market risk”).

Note 6-2.4

Financing agreements and covenantsof Wendel and its holding companies

1.
Wendel bonds – Documentation
These bonds are not subject to financial covenants, but carrystandard clauses for this type of debt instrument (prohibition or
restriction on the pledging of assets as collateral to certain types oflenders, accelerated maturity should Wendel default on a payment
beyond certain thresholds, change-of-control clause, etc.).
2.

Wendel syndicated loan – documentation and covenants(undrawn as of December 31, 2022)
The syndicated loan is subject to financial covenants, based
primarily on the market value of Wendel’s assets and on theamount of its net debt.
Wendel’s net debt figure is based on consolidation of the Group’s
financial holding companies and does not include the debt ofoperating companies or that of holding companies set up for the
purpose of acquisitions. Accordingly, the net debt taken into
account corresponds to Wendel bonds and the syndicated loan,
when drawn, reduced by cash.
Net debt of Group subsidiaries is deducted from the grossrevalued assets of these subsidiaries as it is without recourse to
Wendel.
These covenants are as follows: netfinancial debt of Wendel and the financial holding
companies compared to the gross asset value after unrealized
taxes (excluding cash) must not exceed 50%; and the ratio of: the unsecured gross debt of Wendel and its financial holding

Note 6-2.3

Wendel’s liquidity outlook

Wendel’s next significant financial deadline is the €300 millionbond, due to be redeemed in April 2026. Wendel’s liquidity riskover the 12 months following the reporting date is therefore low
given its high level of cash and short-term financial investments andits €750 million fully-undrawn syndicated credit line.

companies plus their off-balance-sheet commitments treatedas unsecured debt, less their available cash (not pledged or in
escrow), to the sum of 75% of the value of available listed assets (notpledged or in escrow) and 50% of the value of available
unlisted assets (not pledged or in escrow),must not exceed 1.
These covenants are tested half-yearly when there are drawdowns
under the syndicated loan. As of December 31, 2022 Wendel wasin compliance with all covenants.
The syndicated loan agreement carries standard covenants for thistype of debt instrument (prohibition or restriction on the pledging
of assets as collateral to certain types of lenders, accelerated
maturity should Wendel default on a payment beyond certain
thresholds, change-of-control clause, etc.).

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Notes to the financial statements

Note 6-2.5

Financial debt of operating
subsidiaries – Documentationand covenants

1.
Bureau Veritas financial debt
This debt is without recourse to Wendel.
As of December 31, 2022, Bureau Veritas’ gross financial debt
amounted to €2,637.4 million (excluding financial liabilities related
to the application of IFRS 16) and its cash balance to€1,662.1 million. At the end of 2022, Bureau Veritas also had aconfirmed undrawn credit line of €600 million.
Certain Bureau Veritas group financing is subject to compliancewith contractually defined ratios applicable to the test periods ofDecember 31 and June 30.
As of December 31, 2022, all these commitments were met. They
can be summarized as follows: the first ratio is defined as the ratio of adjusted net financial debt
and adjusted consolidated EBITDA (earnings before interest,
taxes, depreciation, amortization and provisions), adjusted forany entity acquired over the last 12 months. The ratio should beless than 3.5. As of December 31, 2022, it was 0.97; and the second ratio represents consolidated EBITDA (earnings
before interest, taxes, depreciation, amortization andprovisions), adjusted for any entity acquired over the last
12 months for net financial expenses. This ratio should begreater than 5.5. As of December 31, 2022, it was 18.25.
2.
Constantia Flexibles financial debt
This debt is without recourse to Wendel.
As of December 31, 2022, the nominal amount of Constantia
Flexibles' gross financial debt was €715.3 million (including
accrued interest and excluding issuance costs and financial
liabilities related to the application of IFRS 16), and its cash balance€366.2 million (plus €82 million in deposits given as collateral tocertain lenders which are classified as financial assets).
At the end of 2022, Constantia Flexibles had a revolving credit
facility of €200 million maturing in February 2027, which remains
undrawn and available. This facility is subject to the following
financial covenant: the ratio of net financial debt to EBITDA over thelast 12 months has to be less than 4.00 (this threshold could be
temporarily raised to 4.50 in the event of acquisitions). This
covenant was met at the end of 2022 with a ratio of 1.2.
As of December 31, 2022, factoring resulting in deconsolidation
amounted to €165.5 million.
The documentation related to Constantia Flexibles debt contains
the standard restrictions for this type of credit facility. Certaintransactions, such as mergers, asset divestments, granting
collateral, acquisitions, additional debt, payment of dividends orchanges in ownership structure are prohibited, restricted, or
require prior approval of the lenders. The loan agreements also
provide for cross-default clauses between Constantia Flexibles
borrowings above a certain threshold.

63.
Stahl financial debt
This debt is without recourse to Wendel.
As of December 31, 2022, Stahl’s gross bank debt was€362.5 million (including accrued interest, and excluding issue
costs and financial liabilities related to the application of IFRS 16).
Its cash balance was €281.5 million. The revolving credit facility of€27.0 million is undrawn and available.
The ratio of consolidated net debt to LTM EBITDA (gross operating
income over the past 12 months) must be less than or equal to 3.5
as of December 31, 2022. This covenant was met, with a ratio of0.42 at the end of 2022.
The documentation related to Stahl’s debt contains the standard
restrictions for this type of credit facility. Certain transactions, suchas mergers, asset divestments, granting collateral, acquisitions,additional debt, payment of dividends, share buybacks or changes
in ownership structure are prohibited, restricted or require priorapproval of the lenders.
Stahl has secured a new $580 million financing with a group ofpartner banks, extending its maturities to 2028. It will be used torefinance its existing credit lines, to finance ICP’s acquisition andfinance any future external growth operations.
4.
ACAMS financial debt
This debt is without recourse to Wendel.
As of December 31, 2022, the nominal amount of ACAMS’ grossfinancial debt was $166.7 million (including accrued interest andexcluding issue costs and financial liabilities related to theapplication of IFRS 16). Its cash balance was $22.5 million. A large
portion of this cash is held by foreign subsidiaries, and the transferof part of this cash to the ACAMS group is subject to certain
limitations. The revolving credit facility amounted to $20 million, of
which $2.5 million was drawn down at December 31, 2022.
The financial covenant relates to the ratio of net financial debt torecurring EBITDA over the last 12 months (defined in the lending
documentation), which must be less than 12 at December 31, 2022
(the maximum limit will be progressively reduced to 9.5 in
September 2024). This covenant was met, with a ratio of 5.9 at theend of 2022.
The documentation related to ACAMS' debt contains the standard
restrictions for this type of credit facility. Certain transactions, suchas mergers, dissolutions, asset divestments, granting of collateral,acquisitions, additional debt, payment of dividends, sharebuybacks or changes in ownership structure are prohibited,
restricted or require prior approval of the lenders.
5.
CPI financial debt
This debt is without recourse to Wendel.
As of December 31, 2022, the nominal amount of CPI grossfinancial debt was $302.4 million (including accrued interest andexcluding issue costs and financial liabilities related to theapplication of IFRS 16). Its cash balance was $5.6 million. An
amount of $2 million has been drawn down on the $30 million
revolving credit facility.

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Notes to the financial statements

As of December 31, 2022, the ratio of net financial debt torecurring EBITDA over the last 12 months (as defined in the lending
documentation) was 4.86. This is below the maximum leverage of
12 required by the lenders when more than 40% of the revolving
facility has been drawn down (not the case at end-December 2022).

Note 6-3

The documentation related to CPI's debt contains the standard
restrictions for this type of credit facility. Certain transactions, suchas mergers, dissolutions, asset divestments, granting of collateral,acquisitions, additional debt, payment of dividends, sharebuybacks or changes in ownership structure are prohibited,
restricted or require prior approval of the lenders.

Interest rate risk

As of December 31, 2022, the exposure of the Wendel Group (Wendel, its holding companies and its fully consolidated operating
subsidiaries) to interest rates was limited.
Fixed rate

In billions of euros

Capped rate

Floating rate

Gross debt

4.0

1.5

Cash and short-term financial investments

0.0

(3.4)

Impact of derivatives

0.2

0.2

4.2

0.2

(2.2)

191%

9%

-101%

INTEREST RATE EXPOSURE(0.4)

The notional amount of derivative instruments was weighted by theperiod of 12 months following December 31, 2022 during which
they will hedge interest rate risk.

Note 6-5

Currency risk

Note 6-5.1

Wendel

A +100 basis-point increase in the interest rates on which theinterest rate exposure of the consolidated Group is indexed would
increase financial income before tax by around €20.0 million overthe 12 months after December 31, 2022, based on net financial
debt as of December 31, 2022, interest rates on that date, and thematurities of existing interest rate hedging derivatives. This positive
impact of a rate increase reflects the Group’s very significant cash
position (exposed to floating rates) and the interest rate hedges
implemented within the Group.

Most of the Group’s investments operate in several countries and,as a result, derive a share of their earnings in currencies other thanthe euro, notably the US dollar. As of December 31, 2022, theoperating subsidiaries with the greatest exposure to the US dollar
or whose reporting currency is the US dollar are Bureau Veritas,
Constantia Flexibles, Stahl, CPI and ACAMS.

Note 6-4

Credit risk

Each operating subsidiary has set up a policy to monitor its
customer credit risk. Receivables for which a risk of non-payment
exists are written down. As of the reporting date, owing to theGroup’s geographical and sector diversification, there was no
significant concentration of credit risk in trade receivables. The war
in Ukraine has not had a significant impact at the Group scale on
the impairment of customer receivables recognized as ofDecember 31, 2022 (in particular on the level of expected credit
losses).
The cash and financial investments of Wendel SE and its holding
companies are placed essentially with top-ranking financial
institutions. Given the total amount of cash and short-term financial
investments held as of December 31, 2022, significant amounts
may be invested with the same financial institution. Derivative
contracts are entered into with top-ranking financial institutions.

338  - 2022 Universal Registration Document

In addition, the IHS share price is denominated in US dollars. As thisinvestment is recognized at fair value under financial assets, achange in the euro/dollar exchange rate would have an impact on
the change in this fair value, which is recognized in othercomprehensive income (see note 14 “Financial assets andliabilities”).
In February 2023 (after the reporting date), the Group hedged aportion of the currency risk arising on the value of its investments
denominated in US dollars. It contracted:

 a two-year $400 million collar protecting it against a decline in
the US dollar, which kicks in when the exchange rate exceeds
1.25 and results in it losing any upside if the rise in the US dollar
leads to an exchange rate below 0.9151; and a three-year $360 million collar protecting it against a decline in
the US dollar, which kicks in when the exchange rate exceeds
1.25 and results in it losing any upside if the rise in the US dollar
leads to an exchange rate below 0.9471.
These instruments will qualify as hedging instruments of a net
investment in a foreign operation under IFRS. They will therefore berecognized in the balance sheet at fair value, with changes in fairvalue recognized in other comprehensive income for the effective
portion and in income for the ineffective portion. The fair value
recognized in other comprehensive income will be released to theincome statement when the hedged asset is disposed of or if
control of the asset is lost.

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Notes to the financial statements

Note 6-5.2

Bureau Veritas

Bureau Veritas operates internationally and is therefore exposed to
the risk of fluctuations in several currencies. This risk is incurredboth on transactions carried out by group entities in currencies
other than their functional currency (currency risk on operations), as
well as on assets and liabilities denominated in foreign currencies
other than the presentation currency for the consolidated financial
statements, i.e., euros (translation risk).

Note 6-5.3

6Constantia Flexibles

In 2022, 31% of Constantia Flexibles’ revenue was generated incurrencies other than the euro, including 12% in US dollars. A 5%
rise or fall in the US dollar or in currencies linked to it against theeuro would have had a positive or negative impact of around 1.6%
on Constantia Flexibles’ recurring operating income before
depreciation, amortization and impairment (excluding goodwill
allocation and non-recurring expenses), representing a positive or
negative impact of around €3.4 million.

Operational currency risk
For Bureau Veritas businesses present in local markets, income andexpenses are mainly expressed in local currencies. For Bureau
Veritas businesses relating to international markets, a portion ofrevenue is denominated in US dollars. The proportion of Bureau
Veritas’ US dollar-denominated consolidated revenue generated incountries with different functional currencies or currencies linked to
the US dollar was 7% in 2022. The impact of a 1% rise or fall in the
US dollar against all other currencies would have an impact of
0.07% on Bureau Veritas’ consolidated revenue.

Translation risk
Since the presentation currency of the financial statements is theeuro, Bureau Veritas translates any foreign currency income andexpenses into euros when preparing its financial statements, using
the average exchange rate for the period. As a result, changes inthe value of the euro against other currencies affect the amounts
reported in the consolidated financial statements, even though thevalue of the items concerned remains unchanged in their original
currencies. In 2022, over 72% of Bureau Veritas’ revenue resulted
from the consolidation of financial statements of entities withfunctional currencies other than the euro: 19.8% of revenue was generated by entities whose functional
currency is the US dollar or a currency linked to it (including theHong Kong dollar); 11.5% of revenue was generated by entities whose functional
currency is the Chinese yuan renminbi;

 4.3% of revenue was generated by entities whose functional
currency is the Australian dollar;

 4.1% of revenue was generated by entities whose functional
currency is the Canadian dollar;

 3.6% of revenue was generated by entities whose functional
currency is the Brazilian real; 3.2% of revenue was generated by entities whose functional
currency is the pound sterling.
Other currencies taken individually did not account for more than
3% of Bureau Veritas revenue. A 1% rise or fall in the euro against
the US dollar and other linked currencies would have had an
impact of 0.198% on 2022 consolidated revenue and on 2022
operating profit.

Note 6-5.4

Stahl

In 2022, 57% of Stahl’s revenue was generated in currencies otherthan the euro, including 31% in US dollars, 14% in Chinese yuan,
5% in Indian rupees and 4% in Brazilian real. A 5% rise or fall in the
US dollar against the euro would have had a positive or negative
impact of around 4% on Stahl’s 2022 recurring operating income
before depreciation, amortization and impairment (excluding
goodwill allocation and non-recurring expenses), representing a
positive or negative impact of around €8 million.
In addition, Stahl has financial debt of €362.5 million denominatedin US dollars and carried by a company whose functional currency
is the euro. Therefore, a 5% increase or decrease in the US dollar
against the euro would result in the recognition of a positive or
negative currency impact of around €18 million in financial income
and expense. In 2022, the currency effect relating to this debt was anegative €24.1 million, recognized in other financial expenses.

Note 6-5.5

CPI

CPI operates chiefly in the United States and its functional currency
is the US dollar. In 2022, 20% of CPI’s revenue was generated incurrencies other than the US dollar, including 8% in Canadiandollars and 7% in pounds sterling. A 5% rise or fall in the value ofthese currencies against the US dollar would have had a positive or
negative impact of around 1% on EBITDA for the period (excluding
goodwill allocation and non-recurring expenses), representing a
positive or negative impact of around €0.6 million. In addition, a 5%
rise or fall in the value of the dollar against the euro would have apositive or negative impact of around €2.3 million on the EBITDA
generated by this investment, expressed in euros in Wendel’s
consolidated financial statements.

Note 6-5.6

ACAMS

ACAMS is a US-based company with international operations. Its
functional currency is the US dollar. In 2022, 11% of its revenue was
generated in currencies other than the US dollar, including 7% in
Chinese yuan and 4% in Canadian dollars. A 5% rise or fall in thevalue of these currencies against the US dollar would have had apositive or negative impact of around 2.3% on EBITDA for the year
(excluding goodwill allocation and non-recurring expenses),
representing a positive or negative impact of around €0.5 million.
In addition, a 5% rise or fall in the value of the dollar against theeuro would have a positive or negative impact of around€6.5 million on the EBITDA generated by this investment,
expressed in euros in Wendel’s consolidated financial statements.

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Notes to the financial statements

Note 6-6

Commodity risk

The Group’s investments with the greatest exposure to the risk ofchanges in commodity prices are Stahl and Constantia Flexibles.
Stahl’s commodity purchases represented approximately€428 million in 2022, reflecting a 13% increase in commodity andpackaging costs (adjusted for the volume effect). A 10% increase in
the price of the commodities used by Stahl would have led to atheoretical increase in the cost of these commodities of around€42.8 million on a full-year basis. The increase in ocean freightcosts had an impact of €1 million on the group, with a reported
13% decrease in shipping volumes. The volatility of commodity
prices and the continued increase in ocean freight costs have led
Stahl to raise its sales prices in 2022. Stahl considers that,circumstances permitting, a continued short-term increase in thesales price of its products would offset the overall effect of suchcommodity price increases.

340  - 2022 Universal Registration Document

Constantia Flexibles purchased around €1,366 million ofcommodities in 2022. A 10% increase in the price of thecommodities used by Constantia Flexibles would have led to atheoretical increase in the cost of these commodities of around€136.6 million on a full-year basis. Constantia Flexibles has a policyof protecting itself against fluctuations in aluminum prices throughhedging contracts. In 2022, commodity prices increased
significantly. The Group believes it has offset these price hikes by
increasing its sales prices.

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the financial statements

 $C

6#-/5-6<16.7:5)<176

Business sectors correspond to Wendel’s shareholdings:

Non-recurring items

 Bureau Veritas – testing, inspection and certification services;Non-recurring items correspond, for the entire scope of
consolidation, to the net after-tax amounts not linked to theoperating or ordinary activities of subsidiaries and associates or to
the recurring operations of Wendel and its holding companies: Constantia Flexibles – flexible packaging; Stahl – coating layers and surface treatments for flexible
materials;

 Crisis Prevention Institute (CPI) – training services; Tarkett – equity-accounted – flooring and sports surfaces; and Association of Certified Anti-Money Laundering Specialists(ACAMS).

 capital gains and losses from the divestment of assets;
 non-recurring restructuring costs;
 non-recurring legal disputes, notably those that are not linked tooperating activities;

 changes in fair value;

The analysis of the income statement by business sector is split
between net income from operations, non-recurring items and theimpact of goodwill.

 impairment losses on assets, and in particular goodwill;

In accordance with the recommendations of the various accounting
standard setters, the costs incurred by the pandemic have not been
specifically restated in the income statement and are presented inoperating income from ordinary activities.

 financial restructuring expenses and the income and expenses

Net income from operations
Net income from operations is the Group’s “recurring” income. It
consists of net income from investments and from holding
companies and excludes non-recurring items and the impact of
goodwill, as defined below:

 net income from investments is defined as the net income ofcompanies controlled by the Group (fully consolidated: Bureau
Veritas, Constantia Flexibles, Stahl, CPI and ACAMS) and
Wendel’s share in the net income of equity-method investments(Tarkett) before non-recurring items and the impact of goodwill
allocations; net income from holding companies includes the operating
expenses of Wendel and its holding companies, the cost of net
debt put in place to finance Wendel and its holding companies,
and the tax expense and income relating to these items. The
amounts shown are those recognized at the level of Wendel andall of its consolidated holding companies (excluding acquisition
holding companies and operating subsidiaries).

 currency impact on financial debt;
related to extinguishing debt; and any other material item unconnected with the Group’s recurring
operations.

Goodwill impact
The impact of goodwill on the income statement derives from therevaluation of assets and liabilities carried out at the time of theacquisition (or from changes in allocation within 12 months of thetransaction). The affected items are primarily: inventories and work-in-progress;
 property, plant and equipment; intangible assets, including brands and contracts; and the related deferred taxes.
These accounting items modify net income from investments bydisconnecting the income statement from the cash flows derivingfrom the business activity of those companies (the accounting
entries relate to the companies’ acquisition prices and not theirbusiness activities).

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Notes to the financial statements

Note 7-1

Income statement by business segment for 2022

In millions of euros

Bureau Constantia
Veritas Flexibles

Equity-method
investments
Stahl

CPI ACAMS

Wendelandholding
Tarkett companies

Total
Group

Net income from operations
Net sales
EBITDA(1)Adjusted operating income(1)5,650.6

1,954.5 914.9 114.2

66.2

N/A

256.4 194.3

58.9

17.3

902.1

118.0 165.8

51.1

13.6

0.5

0.3

Other recurring operating items

2.0

2.0

8,700.4
1,250.8

Operating income (loss)

902.1

120.0 167.8

51.6

13.9

(89.6)

1,165.9

Finance costs, net(68.3)(13.8)(17.8)(25.9)(11.7)(26.9)(164.5)

Other financial income and expense(13.1)

1.8

10.5

(1.1)

(0.1)

(1.1)

(3.0)

Tax expense(259.5)(13.8)(42.2)

(5.1)

(3.5)

(1.1)

(325.2)

0.1

-

-

-

-

0.1

-

0.2

(2.8)

-

(2.8)

0.1

(118.7)

670.6

(0.1)

447.4

(118.7)

223.2

Share in net income (loss) of equity-method
investments
Net income (loss) from discontinued operations andoperations held for sale

-

-

-

-

RECURRING NET INCOME (LOSS) FROM OPERATIONS

561.3

91.4 118.3

19.6

(1.4)

Recurring net income (loss) from operations –Non-controlling interests

371.5

37.5

37.8

0.7

0.0

RECURRING NET INCOME (LOSS) FROM OPERATIONS– GROUP SHARE

189.8

53.9

80.5

18.9

(1.4)

(102.9)(49.6)(26.6)

40.4(55.4)

121.3(3)(72.8)-(1.7)(23.7)(1.5)

2.0(16.6)(4)(41.5)

26.2

10.9

12.7

(9.6)

12.1

-

52.4

-

-

-

-

-

(162.3)(5)(174.5)

(1.6)

(0.3)

-

-

0.1

Non-recurring income (loss)
Operating income (loss)
Net financial expense
Tax expense
Share in net income (loss) of equity-method
investments
Net income (loss) from discontinued operations andoperations held for sale-

(12.2)

589.9(6)588.0(76.7)(42.0) (37.8)

29.3 (41.3)(12.2)

532.3

351.5

 Nonrecurring items(18.7)(14.3) (23.2)(2)(1.4) (16.8)(7)

(9.5)

694.6

610.6

 Goodwill impact(50.4)(33.4)(14.6)(16.7)(24.5)(2.7)-(142.2)

 Asset impairment

(7.6)

5.7

-

47.4(8)--(162.3)(116.8)

Non-recurring net income (loss) – non-controlling interests(52.7)(16.5)(12.1)

1.1

(0.8)

-

(0.6)

(81.7)

NON-RECURRING NET INCOME (LOSS) – GROUP
SHARE(23.9)(25.6) (25.7)

28.2 (40.4)(12.2)

532.9

433.2

CONSOLIDATED NET INCOME (LOSS)

484.6

49.4

80.5

48.8 (42.7)(12.2)

413.6

1,022.1

Consolidated net income (loss) – non-controlling interests

318.7

21.0

25.7

(0.9)

0.0

(0.7)

365.7

CONSOLIDATED NET INCOME (LOSS) – GROUP SHARE

165.9

28.4

54.8

47.0 (41.8)(12.2)

414.3

656.3

NON-RECURRING NET INCOME (LOSS)-of which:-

1.8(1) Before the impact of goodwill allocations, non-recurring items and management fees.
(2) This item mainly corresponds to the foreign exchange impact during the period on debt denominated in US dollars.
(3) It includes proceeds from the sale of the rue Taitbout building by Wendel SE for €115.5 million.
(4) This item includes the net-of-tax impact of the positive change in the fair value of Wendel Growth (formerly Wendel Lab) financial assets for€17.7 million. It also includes the early redemption premium of the 2024 bond for a negative €34.4 million (see “Financial maturities and debt” innote 6-2.1 “Liquidity risk of Wendel and its holding companies”).
(5) This item corresponds to the impairment of Tarkett Participation’s investments (see note 11 “Equity-method investments”).
(6) This item corresponds to the net gain on the sale of Cromology (see note 3 “Changes in scope of consolidation”).
(7) This item includes a negative €11.2 million of buyers’ fees related to the acquisition of ACAMS, a negative €10.9 million of fees related to theimplementation of the new structure and a €2 million positive change in the fair value of hedging derivatives.
(8) This item corresponds to the reversal of the impairment on CPI’s intangible assets recognized during the Covid crisis.

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Notes to the financial statements

Note 7-2

6

Income statement by business segment for 2021

In millions of euros

Bureau Constantia
Veritas Flexibles Cromology

Equity-method
investments
Stahl

CPI

Wendelandholding
IHS Tarkett companies

Total
Group

Net income from operations
Net sales

4,981.1

1,603.4

-

831.3

88.2

EBITDA(1)

N/A

201.0

-

179.9

43.6

801.8

82.1

-

153.2

35.7

2.0

-

1.5

0.4

Adjusted operating income(1)Other recurring operating items

7,503.9
1,072.8

Operating income (loss)

801.8

84.1

-

154.7

36.1

(73.8)

1,002.9

Finance costs, net(73.6)(14.0)-(14.6)(24.4)(33.7)(160.4)

0.4

(1.7)

-

14.3

(0.2)

(3.9)

8.9

(219.3)(17.5)-(40.4)(3.8)-(281.0)Share in net income (loss) of equity-method
investments

-

-

-

-

-

-

30.7

Net income (loss) from discontinued
operations and operations held for sale

-

52.4

Other financial income and expense
Tax expense

27.7

3.0

-

-

52.4

-

-

RECURRING NET INCOME (LOSS)FROM OPERATIONS

509.2

50.9

52.4

113.9

7.8

27.7

3.0

(111.3)653.7

Recurring net income (loss) from operations –Non-controlling interests

337.9

20.2

2.7

36.5

0.3

-

-

-

397.5

RECURRING NET INCOME (LOSS)FROM OPERATIONS – GROUP SHARE

171.4

30.8

49.7

77.4

7.5

27.7

3.0

(111.3)256.2(83.0)(50.7)-(23.2)(18.4)(18.0)(2)(193.2)(5)-

24.5(3)

(8.6)

-

52.6
888.9

Non-recurring income (loss)
Operating income (loss)
Net financial expense
Tax expense
Share in net income (loss)of equity-method investments
Net income (loss) from discontinued
operations and operations held for sale
NON-RECURRING NET INCOME (LOSS)

-

(2.5)

- (30.6)

20.0

12.9

-

13.7

6.0

-

-

-

-

-

0.6

-

(18.8)(5.9)

913.5(4)--(17.5)-(16.9)(63.0)(40.3)(17.5)(39.5) (12.3) (18.8)

(5.9)

920.0

722.6

of which: Nonrecurring items(12.0)(8.6)(17.5)(24.2)(0.1)(10.9)

(0.5)

920.0

846.3

 Goodwill impact(47.3)(31.0)-(15.3)(12.3)

-

(5.4)

-

(111.2)

 Asset impairment

(3.8)

(0.7)

-

-

-

(7.9)

-

-

(12.4)

Non-recurring net income (loss) –non-controlling interests(41.7)(15.8)(0.9)(12.7)

(0.5)

-

3.5

(68.0)

NON-RECURRING NET INCOME (LOSS) –GROUP SHARE(21.3)(24.5)(16.6)(26.9) (11.9) (18.8)

(5.9)

916.4

790.6

CONSOLIDATED NET INCOME (LOSS)

446.2

10.6

34.9

74.4

(4.6)

8.9

(2.9)

808.8

1,376.4

Consolidated net income (loss) –non-controlling interests

296.1

4.4

1.8

23.8

(0.2)

-

-

3.5

329.5

CONSOLIDATED NET INCOME (LOSS) –GROUP SHARE

150.1

6.3

33.1

50.6

(4.4)

8.9

(2.9)

805.2

1,046.9(1) Before the impact of goodwill allocations, non-recurring items and management fees.
(2) This item included the negative €8.8 million impact of liquidity linked to IHS co-investment mechanisms.
(3) This item included the impact of the positive change in fair value and the disposal of Wendel Growth (formerly Wendel Lab) financial assets net oftax for €44.5 million. It also includes the early redemption premium of the 2023 bond for a negative €8 million as well as the change in fair value
related to foreign exchange hedges implemented by Wendel for a negative €6 million.
(4) This item included the impact of deconsolidation of IHS.
(5) This item included the negative foreign exchange impact for the period of €32 million.

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Notes to the financial statements

Note 7-3

Balance sheet by operating segment as of December 31, 2022
Wendel andholding
ACAMS Tarkett companies

In millions of euros

Bureau Constantia
Veritas Flexibles

Stahl

CPI

Goodwill, net

2,515.7

492.5

130.5

472.0

318.4

-

-

3,929.1

590.0

392.3

199.7

348.8

179.6

-

0.2

1,710.6

Property, plant and equipment, net

374.8

571.6

126.9

2.4

0.0

-

14.0

1,089.7

Property, plant and equipment under operating leases

381.4

43.0

14.6

3.0

-

-

34.9

476.8

Non-current financial assets

107.3

87.5

0.5

0.2

2.0

-

519.4

716.8

-

-

-

-

-

-

0.7

0.7

0.9

-

-

-

-

81.3(1)-

82.1

Intangible assets, net

Pledged cash and cash equivalents
Equity-method investments

Total
Group

Deferred tax assets

122.6

27.9

15.2

-

-

-

-

165.7

Non-current assets

4,092.5

1,614.8

487.5

826.3

500.0

81.3

569.2

8,171.5

Discontinued operations and operations
held for sale

-

81.8

1.8

-

-

-

-

83.6

53.9

318.3

141.2

0.8

-

-

-

514.2

Trade receivables

1,263.4

167.2

163.5

11.6

1.1

-

-

1,606.9

Contract assets

310.3

-

-

-

-

-

-

310.3

Other current assets

235.8

35.3

19.5

3.2

2.6

-

2.8

299.3

Current tax assets

42.2

10.5

7.2

0.1

-

-

0.0

60.0

Other current financial assets

28.3

4.0

0.2

-

-

-

35.0

67.5

Inventories

Cash and cash equivalents

1,662.1

366.2

281.5

5.3

21.5

-

928.0

3,264.6

Current assets

3,596.2

901.5

613.1

21.0

25.2

-

965.9

6,122.9

TOTAL ASSETS

14,378.0

Equity – Group share

2,788.6

Non-controlling interests

1,847.7

Total equity

4,636.2

Provisions
Financial debt

214.6

56.6

18.6

-

-

-

13.9

303.7

2,102.0

703.4

-

274.9

151.0

-

1,390.3

4,621.6

Operating lease liabilities

308.4

37.4

14.4

2.7

-

-

35.9

398.8

Other non-current financial liabilities

99.1

49.6

-

38.8

2.1

-

232.4

422.1

Deferred tax liabilities

139.1

111.4

28.5

60.5

44.3

-

6.9

390.7

2,863.2

958.5

61.5

376.8

197.4

-

1,679.5

6,137.0

Liabilities related to discontinued operations
and operations held for sale

-

33.6

0.2

-

-

-

-

33.8

Provisions

-

10.8

0.8

0.5

-

-

-

12.0

Financial debt

535.4

10.1

361.0

3.8

1.5

-

19.8

931.7

Operating lease liabilities

99.4

8.6

2.3

0.9

-

-

0.5

111.6

Other current financial liabilities

118.1

25.2

-

-

-

-

1.8

145.2

Trade payables

557.6

411.4

84.4

2.4

11.4

-

7.4

1,074.4

Contract liabilities

28.3

12.5

-

-

-

-

-

40.8

Other current liabilities

936.6

79.5

54.0

5.0

29.7

-

20.0

1,124.8

Total non-current liabilities

Current tax liabilities
Total current liabilities

103.7

18.0

5.2

1.1

2.1

-

0.3

130.5

2,379.1

576.2

507.8

13.5

44.7

-

49.8

3,571.0

TOTAL EQUITY AND LIABILITIES(1) As of December 31, 2022, this item includes the impairment of Tarkett Participation’s shares for negative €162.3 million (see note 11“Equity-method investments”).

344  - 2022 Universal Registration Document

14,378.076;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the financial statements

Note 7-4

6

Balance sheet by operating segment as of December 31, 2021

In millions of euros

Bureau Constantia
Veritas Flexibles Cromology

Stahl

Goodwill, net

Wendel andholding
CPI Tarkett companies

Total
Group

2,451.1

483.5

-

131.5

444.5

-

-

3,510.6

Intangible assets, net

600.0

429.0

-

217.6

289.2

-

0.6

1,536.4

Property, plant and equipment, net

364.3

592.6

-

124.2

2.9

-

8.4

1,092.4

Property, plant and equipment
under operating leases

376.3

34.7

-

13.0

3.1

-

0.9

428.0

Non-current financial assets

106.6

146.2

-

2.1

0.2

-

929.8

1,184.8

Pledged cash and cash equivalents
Equity-method investments

-

-

-

-

-

-

0.5

0.5

0.8

0.0

-

-

-

215.0

-

215.8

Deferred tax assets

128.5

21.4

-

17.6

0.0

-

-

167.5

Non-current assets

4,027.6

1,707.4

0.0

506.0

739.9

215.0

940.1

8,136.0834.0

Discontinued operations and operations
held for sale

-

3.3

828.4

2.3

-

-

-

57.6

277.3

-

144.9

0.9

-

-

480.7

Trade receivables

1,194.6

160.6

-

154.4

9.9

-

0.1

1,519.5

Contract assets

307.9

-

-

-

-

-

-

307.9

Other current assets

251.9

30.2

-

18.9

1.3

-

3.4

305.7

Current tax assets

33.3

13.5

-

4.8

1.0

-

0.2

52.8

Other current financial assets

28.3

3.9

-

0.2

-

-

282.2

314.6

Inventories

Cash and cash equivalents

1,420.7

204.7

-

227.5

6.7

-

372.2

2,231.8

Current assets

3,294.4

690.2

0.0

550.6

19.8

-

658.1

5,213.1

TOTAL ASSETS

14,183.1

Equity – Group share

2,601.4

Non-controlling interests
Total equity
Provisions

1,587.5
-

-

-

-

-

-

-

4,188.9

266.1

67.8

-

25.1

-

-

13.8

372.7

2,362.0

685.8

-

340.5

278.6

-

1,595.0

5,261.8

Operating lease liabilities

307.5

29.7

-

12.7

2.7

-

1.0

353.6

Other non-current financial liabilities

126.3

26.4

-

-

28.0

-

184.1

364.7

Deferred tax liabilities

138.8

120.6

-

32.6

50.9

-

4.0

346.8

3,200.6

930.2

-

410.9

360.1

-

1,797.9

6,699.6

Financial debt

Total non-current liabilities
Liabilities related to discontinued operations
and operations held for sale

-

-

491.4

0.1

-

-

-

491.6

Provisions

-

4.1

-

0.6

0.3

-

-

5.1

Financial debt

112.1

18.5

-

46.9

4.5

-

19.4

201.3

Operating lease liabilities

107.6

7.4

-

2.2

0.9

-

-

118.2

Other current financial liabilities

75.6

3.8

-

142.2

-

-

2.2

223.8

Trade payables

532.3

357.4

-

94.7

2.0

-

25.7

1,012.1

Contract liabilities

24.9

8.8

-

-

-

-

-

33.6

Other current liabilities

941.8

68.1

-

53.4

6.6

-

20.5

1,090.2

Current tax liabilities
Total current liabilities
TOTAL EQUITY AND LIABILITIES

101.8

12.6

-

4.5

0.1

-

0.0

119.0

1,896.0

480.6

0.0

344.5

14.3

-

67.7

2,803.2
14,183.1

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Notes to the financial statements

Note 7-5

Cash flow statement by business segment for 2022
Wendel andholding
ACAMS companies

In millions of euros

Bureau Constantia
Veritas Flexibles

Net cash from (used in) operating activities, excluding tax

1,074.6

241.5

171.5

56.2

16.9

(67.3)Net cash from (used in) investing activities, excluding tax(216.9)(108.9)(28.2)

(2.2)

16.2

957.5

617.5

Net cash from (used in) financing activities, excluding tax(396.8)45.1(54.3)(49.7)(12.0)(335.3)(803.0)Net cash related to taxes(241.7)(16.5)(33.8)

(6.1)

(1.1)

0.2

(299.0)Stahl

Wendel andholding
CPI companies

Total
Group

1,423.7

Note 7-6

Stahl

CPI

Total
Group

1,493.3

Cash flow statement by business segment for 2021

In millions of euros

Bureau Constantia
Veritas Flexibles Cromology

Net cash from (used in) operating activities, excluding tax

993.8

223.4

58.5

162.2

44.2

(58.3)Net cash from (used in) investing activities, excluding tax(171.6)(212.1)(91.0)(14.0)(1.0)(261.4)(751.0)Net cash from (used in) financing activities, excluding tax(799.2)43.5(131.6)(49.1)(43.0)(109.5)(1,089.0)

Net cash related to taxes(207.9)(16.2)(4.0)(37.0)(4.8)

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Notes to the balance sheet7<-;<7<0-*)4)6+-;0--<The accounting principles applied to the aggregates on the balance sheet are described in note 1-9.1 “Presentation of the balance sheet”.

 $C

77,?144

The accounting principles applied to goodwill are described in note 1-8.1 “Goodwill”.
Dec. 31, 2022
Gross amount

Impairment

Net amount

2,659.7(144.0)2,515.7

Constantia Flexibles

492.5

-

492.5

ACAMS

318.4

-

318.4

Stahl

130.5

-

130.5

CPI

498.2

(26.2)

472.0

4,099.3(170.3)3,929.1

In millions of euros

Bureau Veritas

TOTAL

Dec. 31, 2021
Gross amount

Impairment

Net amount

2,595.6(144.5)2,451.1

Constantia Flexibles

492.6

(9.1)

483.5

Stahl

131.5

-

131.5

CPI

469.2

(24.7)

444.5

3,688.8(178.3)3,510.6

2022

2021

In millions of euros

Bureau Veritas

TOTAL

The main changes during the year were as follows:
In millions of euros

3,510.6

3,488.6

Acquisition by the Group entities(1)Net amount at beginning of period

35.4

56.9

Acquisition of ACAMS(2)305.3

Reclassification under “Discontinued operations and operations held for sale”
Impact of changes in currency translation adjustments and other
NET AMOUNT AT END OF PERIOD-(177.1)

77.8

142.3

3,929.1

3,510.6(1) This item corresponds to goodwill accounted for by Bureau Veritas and Constantia Flexibles related to acquisitions realized over the period (seenote 3 “Changes in scope of consolidation”).
(2) See note 3 “Changes in scope of consolidation”.

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Notes to the balance sheet

Note 8-1

Goodwill impairment tests

In accordance with accounting standards, goodwill for eachcash-generating unit (CGU) is tested for impairment as soon as
there is any indication that its value may be impaired, and at least
once per year on December 31 (see the “Accounting principles”
section, note 1-8.1 “Goodwill”). The Group’s CGUs are its fully
consolidated investments as of December 31, 2022: Bureau Veritas,
Constantia Flexibles, Stahl, CPI and ACAMS.
The tests described below are based on Wendel’s assessment of
the facts and circumstances existing at the reporting date, and on
information available at the date on which the financial statements
were adopted with regard to the positions existing as ofDecember 31, 2022. Forecasts are inherently uncertain and actual
amounts could therefore be significantly different from theforecasts made under these tests. Accordingly, values in use could
also differ from those determined on the basis of the assumptions
and estimates used at the end-December 2022 reporting date.
The tests are performed in accordance with IAS 36 “Impairment of
Assets”. They consist in comparing the carrying amount ofsubsidiaries and associates with their recoverable amount (i.e., thehigher of fair value and value in use).

Investees performed impairment tests on their own CGUs. In
accordance with the Group’s accounting principles, these losses
have been maintained in Wendel’s consolidated financial
statements. CPI reversed €62.5 million (before deferred tax) of
impairment losses that it had recognized against intangible assets
in 2020 in connection with the Covid-19 crisis, representing thecarrying amount of these assets if they had been amortized at thenormal rate (the impairment recognized in 2020 against goodwill
cannot be reversed in accordance with applicable accounting
principles).
As regards Bureau Veritas, which is listed, the carrying amount at
the end of 2022 (€6.5 per share, i.e., €1,043 million for the shares
held) remains well below the fair value (closing stock market price:€24.6 per share, i.e., €3,956 million for the shares held). Value in
use does not therefore need to be adopted and no impairment isrecognized.
For the tests performed by Wendel on unlisted investments, thevalues in use as determined for the purpose of these tests are
based on discounted future cash flows. The business plans usedwere prepared by Wendel on the basis of those drawn up by
investees and using the latest information available regarding theunderlying markets. For each of the subsidiaries, the value of
Wendel’s share in the capital is compared to the carrying amount.
No losses were recognized by Wendel in addition to those alreadyrecognized by the investees on their own CGUs.

A description of the tests carried out by Wendel on its unlisted investments is as follows:
Stahl

Constantia
Flexibles

CPI

ACAMS

360

533

450

277

-

-

-

-

360

533

450

277

5 years

5 years

5 years

5 years

Rate at Dec. 31, 2022

9.0%

7.5%

10.0%

11.0%

Rate at Dec. 31, 2021

9.0%

7.5%

9.0%

N/A

Change in impairment recognized in the event of a 1.0% increase

-

-

(9)

-

Change in impairment recognized in the event of a 1.0% decrease

-

-

-

-

24.9%

13.0%

10.9%

12.4%

Rate at Dec. 31, 2022

+2.0%

+2.0%

+3.0%

+3.0%

Rate at Dec. 31, 2021

+2.0%

+1.5%

+3.0%

N/A

Change in impairment recognized in the event of a 0.5% decrease

-

-

-

-

Change in impairment recognized in the event of a 0.5% increase

-

-

-

-

-47.6%

-6.1%

+1.8%

+1.3%

-

-

-

-

Net carrying amount before test (Group share)
Impairment
Net carrying amount after test (Group share)
Length of business plan (years)
Discount rate

Threshold at which value in use falls below the carrying amount
Perpetual growthThreshold at which value in use falls below the carrying amountImpact on central case value in case of a 1.0% decrease in operating margin

348  - 2022 Universal Registration Document76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

6

CPI

Constantia Flexibles

The business plan is identical to that used by CPI for its own
impairment tests. Having caught up with the initial business planused at the time of the acquisition, this new plan is very similar interms of revenue and margin objectives. The plan assumes
double-digit revenue growth through to 2027.

The business plan used for this test takes into account thedifficulties associated with the group’s operations in Russia. It
assumes average annual revenue growth of 4.0% per year throughto 2027. The EBITDA margin gradually increases to its historicallevel as a percentage of sales in 2025 and to the industry standard
in 2027.

Stahl
The business plan used for this test assumes moderate growth, withrevenues exceeding €1 billion in 2027. The plan also assumes areturn to the group’s historical average in 2026.

ACAMS
The business plan is identical to that used by ACAMS for its own
impairment tests. It is similar to the acquisition business plan but isadjusted to take into account the better than expected
performance in 2022. It assumes double-digit revenue growththrough to 2027.

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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

 $C

6<)6/1*4-);;-<;

The accounting principles applied to intangible assets are described in notes 1-8.2 “Intangible assets”, 1-8.3 “Other intangible assets” and1-8.6 “Impairment of property, plant and equipment and intangible assets”.
A breakdown by subsidiary is presented in note 7 “Segment information”.
Intangible assets consist of:

Dec. 31, 2022

In millions of euros

Impact of
Changescurrency
Amortization in scope translation
andof con- adjustments
Opening Acquisitions Disposals impairment(1) solidationand other

Changesdue tooperations
held for sale

Closing

Software

21.4

3.8

(0.1)

(9.9)

0.1

5.2

-

20.5

Concessions, patents and similar rights

89.8

1.0

-

4.3

-

6.2

-

101.3

0.5

-

-

(0.1)

-

-

-

0.5

Customer relationships

Leasehold rights

961.4

-

-

(105.7)

54.1

125.0

-

1,034.8

Brands

305.3

-

-

4.8

-

74.2

-

384.3

Intangible assets in progress

18.8

22.3

-

-

-

(19.7)-

21.3

Other intangible assets

139.1

18.7

(0.3)

(44.2)

0.8

33.5

-

147.7

1,536.4

45.8

(0.4)

(150.8)

55.0

224.4

TOTAL

- 1,710.6

of which gross

3,679.0

3,956.5of which amortization(2,142.6)(2,246.0)(1) An impairment reversal of €62.5 million was recognized by CPI (see note 8-1 “Goodwill impairment tests”).

Dec. 31, 2021

In millions of euros

Changesdue toImpact of discontinued
Changescurrency
operations
Amortization in scope translation
andandof con- adjustments
operations
Opening Acquisitions Disposals impairment solidationand other held for sale(1)Closing

Software

31.8

6.7

-

(14.4)

0.1

8.6(11.2)

21.4

Concessions, patents and similar rights

89.3

1.1

-

(8.1)

-

7.5

-

89.8

Leasehold rights

0.6

-

-

(0.1)

-

-

-

0.5

Customer relationships

934.5

-

(0.2)

(128.0)

118.8

36.4

-

961.4

Brands

448.8

-

-

(1.9)

-

7.9

(149.4)305.3

Intangible assets in progress

22.3

20.1

-

-

(0.1)

(21.9)

(1.7)

18.8

Other intangible assets

165.0

16.9

(0.1)

(34.3)

-

(1.6)

(6.9)

139.1

1,692.3

44.8

(0.3)

(186.9)

118.8

36.9

TOTAL

(169.2) 1,536.4

of which gross

3,777.1

3,679.0of which amortization(2,084.9)(2,142.6)(1) In 2021, these amounts corresponded to the reclassification of Cromology’s intangible assets as discontinued operations and operations held forsale.

350  - 2022 Universal Registration Document76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

 $C

6!:78-:<A84)6<)6,-9=185-6<

The accounting principles applied to property, plant and equipment are described in notes 1-8.4 “Property, plant and equipment”, 1-8.6“Impairment of property, plant and equipment and intangible assets” and 1-8.5 “Leases”.
A breakdown by subsidiary is presented in note 7 “Segment information”.
Property, plant and equipment excluding right-of-use assets consist of:

Dec. 31, 2022

In millions of euros

Impact of
Changescurrency
Depreciation in scope translation Changes due
andof con- adjustments to operations
Opening Acquisitions Disposals impairment solidationand other held for sale

Closing

Land

89.4

-

(0.7)

(0.2)

-

(0.9)

(2.4)

85.2

Buildings

259.4

3.9

(3.4)

(17.2)

0.8

16.8

(8.1)

252.2

Plant, equipment, and tooling(7.7)(144.5)9.1

70.7(24.9)

594.1

604.2

87.2

Property, plant and equipment inprogress

63.6

107.5

-

-

0.1

(88.2)-

82.9

Other property, plant and equipment

75.8

23.7

(0.8)

(29.6)

-

8.8

(2.7)

75.2

1,092.4

222.3(12.6)(191.5)

10.0

7.2

TOTAL

(38.1) 1,089.7

of which gross

2,734.2

2,733.7of which depreciation(1,641.8)(1,644.0)

Dec. 31, 2021

In millions of euros

Impact of
Changescurrency
Depreciation in scope translation Changes due
andof con- adjustments to operations
Opening Acquisitions Disposals impairment solidationand other held for sale

Closing

Land

97.6

2.1

(1.1)

(0.1)

(0.4)

1.0

(9.8)

89.4

Buildings

263.7

8.4

(1.8)

(17.3)

3.2

16.9(13.6)

259.4

Plant, equipment, and tooling

600.9

89.5

(4.5)

(146.7)

15.1

65.9

(15.9)

604.2

Property, plant and equipment inprogress

54.4

87.5

(0.1)

-

-

(70.4)

(7.8)

63.6

Other property, plant and equipment

92.5

26.0

(2.8)

(35.3)

4.6

10.3(19.4)

75.8

1,109.0

213.5(10.3)(199.4)

22.5

23.7

(66.5) 1,092.4

TOTAL
of which gross

2,890.3

2,734.2of which depreciation(1,781.3)(1,641.8)

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Notes to the balance sheet

Right-of-use assets arising from the application of IFRS 16 consist of:

Dec. 31, 2022
Gross amount

Depreciation and impairment

Net amount

674.0(294.9)

379.1

2.6

(1.5)

1.1

Other property, plant and equipment

208.8(112.2)

96.7

TOTAL

885.4

(408.6)476.8

Gross amount

Depreciation and impairment

Net amount

560.2(229.7)

330.5

2.5

(1.3)

1.2

Other property, plant and equipment

171.5(75.2)

96.3

TOTAL

734.1

(306.1)

428.0

In millions of euros

Buildings
Plant, equipment, and toolingDec. 31, 2021
In millions of euros

Buildings
Plant, equipment, and tooling352  - 2022 Universal Registration Document76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

 $C

6

9=1<A5-<07,16>-;<5-6<;

The accounting principles applied to equity-method investments are described in note 1-1 “Basis of consolidation”.
Dec. 31, 2022

In millions of euros

Dec. 31, 2021

Bureau Veritas investees

0.9

0.8

Tarkett Participation

81.2

215.0

TOTAL EQUITY-METHOD INVESTMENTS

82.1

215.8

The change in equity-method investments breaks down as follows:
In millions of euros

2022

Amount at beginning of period

215.8

Share in net income (loss) for the period
Tarkett Participation(12.2)

Other

0.1

Impairment on Tarkett investment(162.3)

Impact of changes in currency translation adjustments and other

40.7

AMOUNT AT END OF PERIOD

82.1

Equity-method investments mainly correspond to Tarkett Participation: €81.2 million at end-2022 compared to €215 million at end-2021.
This company is controlled by the Deconinck family and Wendel holds 25.8% of the share capital. Tarkett Participation holds 90.4% of theshare capital of the Tarkett group.

Note 11-1

Additional information on Tarkett Participation

The main Tarkett Participation accounting data (at 100%) are the following (including the impact of the goodwill recognized on acquiring
the equity):
Dec. 31, 2022

Dec. 31, 2021

Total non-current assets

1,465.3

1,359.3

Total current assets

1,206.0

1,120.9

442.3

441.0

3,113.5

2,921.2

In millions of euros

Carrying amounts at 100%

Goodwill adjustment (Wendel)(1)
TOTAL ASSETS
Non-controlling interests
Total non-current liabilities
Total current liabilities
TOTAL EQUITY AND LIABILITIES
including cash and cash equivalents
including financial debt

88.9

80.9

1,330.9

1,193.6

751.7

791.6

2,171.5

2,066.1

237.0

249.0

1,259.5

1,074.2(1) As of Dec. 31, 2022, Tarkett’s Goodwill allocation is definitive.

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Notes to the balance sheet

In millions of euros

Net sales

2022

2021

3,358.9

1,530.9

Operating income (loss)

43.3

6.6

Net financial expense(68.6)(27.4)Net income (loss) – Group share(44.3)(11.8)

Wendel adjustment

(5.1)

(4.5)

Exposure of the Tarkett group to the war in Ukraine
and sanctions against Russia
The war in Ukraine makes it difficult to assess changes in demandon the Russian and Ukrainian markets.
In Russia, the decrease in volumes (down by around 25% compared
to 2021) was offset by increases in selling prices and a positive
currency effect related to the appreciation of the ruble against theeuro. Russia represents around 9% of the Tarkett group’s total
revenue.
Tarkett has continued doing business in the country in strict
compliance with international and local regulations but has frozen
all significant new investments.
Ukraine represents just under 0.5% of Tarkett’s total revenue. Sales
activity in recovered progressively in 2022, but in a very limited
way, and the production site, located in the west of the country, iscurrently able to maintain its activity. In view of the ongoing conflict,an impairment loss of €7.3 million was recognized against
inventories and trade receivables.

Commodity risk
Oil-based raw material prices and transportation costs rose sharply
during the year. These increases, combined with production
disruptions and supply difficulties at several major suppliers, haveresulted in €268 million in additional costs compared to 2021.
Tarkett increased sales prices by €327 million, enabling it toachieve a positive inflation balance for the year.

354  - 2022 Universal Registration Document

Note 11-2

Impairment tests onequity-method investments

Tarkett SA’s share price fell significantly in 2022, down from
€19.50/share at the end of 2021 to €11.50/share at the end of2022. This decline indicates a loss in value of the investment in
Tarkett Participation, which holds 90.4% of the share capital of
Tarkett SA. In this context, an impairment loss of €162.3 million wasrecognized in “Net income (loss) of equity-method investments”.
This amount corresponds to the difference between therecoverable amount of Tarkett Participation and its carrying
amount. The recoverable amount used as of December 31, 2022 isbased on Tarkett SA’s last share price in 2022; this represents themost objective estimate of the recoverable amount of the Company
at that date.
In accordance with applicable accounting principles (see note 1-8.1“Goodwill” to the 2021 consolidated financial statements), this
impairment may be reversed in future years if the recoverable
amount of this investment exceeds its carrying amount.

6

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

 $C

$:),-:-+-1>)*4-;
Dec. 31, 2022

In millions of euros

Dec. 31, 2021

Gross amount

Impairment

Net amount

Net amount

1,333.0(69.5)

1,263.4

1,194.6

170.9

(3.8)

167.2

160.6

Bureau Veritas
Constantia Flexibles
ACAMS

1.1

-

1.1

-

Stahl

169.2

(5.7)

163.5

154.4

CPI
TOTAL TRADE RECEIVABLES

11.8

(0.2)

11.6

9.9

1,686.1(79.1)

1,606.9

1,519.5

Regarding the most significant subsidiaries, overdue tradereceivables and related receivables not written down can beanalyzed as follows: Bureau Veritas: a total of €347.1 million as of December 31,
2022 compared to €258.6 million at December 31, 2021, of
which respectively €81.7 million and €64.7 million more than
three months past due;

 Stahl: a total of €19.8 million as of December 31, 2022
compared to €14.2 million as of December 31, 2021, of which
respectively €0.9 million and €0.4 million more than threemonths past due;

 CPI: a total of €8.6 million as of December 31, 2022 comparedto €9.9 million as of December 31, 2021, of which respectively€2.8 million and €1.0 million more than three months past due.

 Constantia Flexibles: a total of €12.7 million as of December 31,
2022 compared to €19.1 million as of December 31, 2021, of
which respectively €0.7 million and €1.7 million more than threemonths past due; and $C

);0)6,+);0-9=1>)4-6<;

The accounting principles applied to cash and cash equivalents are described in note 1-8.10 “Cash and cash equivalents and pledged cash
and cash equivalents”.
In millions of euros

Cash and cash equivalents of Wendel and holding companies pledged as collateral,classified as non-current assets

Dec. 31, 2022

Dec. 31, 2021

0.7

0.5

Unpledged cash and cash equivalents of Wendel and its holding companies,
classified as current assets

928.0

372.2

Cash and cash equivalents of Wendel and its holding companies(1)

928.7

372.7

Bureau Veritas

1,662.1

1,420.7

Constantia Flexibles

366.2

204.7

ACAMS

21.5

0.0

Stahl

281.5

227.5

CPI

5.3

6.7

Total cash and cash equivalents of investees

2,336.6

1,859.6

TOTAL CASH AND CASH EQUIVALENTS

3,265.3

2,232.2of which non-current assetsof which current assets

0.7

0.5

3,264.6

2,231.8(1) In addition to this cash, €33.8 million in short-term financial investments was recognized under financial assets as of December 31, 2022(€281.3 million at end-2021).

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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

 $C

16)6+1)4);;-<;)6,41)*141<1-;
-@+4=,16/C.16)6+1)4,-*<)6,78-:)<16/:-+-1>)*4-;)6,C8)A)*4-;

The accounting principles applied to financial assets and liabilities are described in notes 1-8.7 “Financial assets and liabilities” and 1-8.8“Fair value measurement”.

Note 14-1

Financial assets
FV method Level

In millions of euros

Dec. 31, 2022

Dec. 31, 2021

Pledged cash and cash equivalents of Wendel and holding companies

PL

1

0.7

0.5

Unpledged cash and cash equivalents of Wendel and holding companies

PL

1

928.0

372.2

Wendel short-term financial investments

PL

1

Cash and short-term financial investments of Wendel and holding companies

33.8

281.3

962.4

654.0

Cash and cash equivalents of subsidiaries

PL1

2,336.6

1,859.6

Financial assets at fair value through equity – A

E

1

364.2

786.2

Financial assets at fair value through profit or loss – B

PL

3

155.3

145.1

Amortized cost

N/A

89.5

90.5

PL and E

3

13.7

8.7

Other – C

127.8

187.5

TOTAL

4,049.6

3,731.6

Deposits and guarantees
Derivatives – Fof which non-current financial assets, including pledged cash and cash equivalentsof which current financial assets, including cash and cash equivalents

717.5

1,185.3

3,332.1

2,546.4

Dec. 31, 2022

Dec. 31, 2021

(PL) Change in fair value through profit and loss.
(E) Change in fair value through equity.

Note 14-2

Financial liabilities

In millions of euros

FV method Level

Derivatives – F

PL and E

3

9.4

6.5

Minority puts, earn-outs and other financial liabilities of subsidiaries – D

PL and E

3

323.5

395.7

Minority puts, earn-outs and other financial liabilities of Wendel and holding
companies – E

PL and E

3

234.3

186.2

567.2

588.5

of which non-current financial liabilities

422.1

364.7

of which current financial liabilities

145.2

223.8

TOTAL

(PL) Change in fair value through profit and loss.
(E) Change in fair value through equity.

356  - 2022 Universal Registration Document76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

Note 14-3

Breakdown of financial assets
and liabilities

A

As of December 31, 2022, this item corresponds mainly to theinvestment in IHS, which is listed for €363 million. In
accordance with the Group’s accounting principles, thedecrease in fair value (market price) recorded over the period isrecognized in other comprehensive income for €422 million.

B

As of December 31, 2022, this item includes the fair value of
Wendel Growth (formerly Wendel Lab) for €155.2 million(based on the latest valuations provided by the fund managers,
most of which date from September 30, 2022). The positivechange in fair value of €20.6 million is recognized in financial
income.

C

This item includes the cash of Constantia Flexibles pledged
with its lenders for €82 million.

D

Minority puts, earn-outs and other financial liabilities ofsubsidiaries: As of December 31, 2022, this item mainly
corresponds to other financial liabilities and minority puts
relating to Bureau Veritas, Constantia Flexibles and CPI. The
minority put granted by Stahl to BASF expired in the first half of2022 and was not exercised, the financial liability recognized at
the beginning of the year (€142.2 million) was therefore
canceled against shareholders’ equity.

E

6

Minority puts and other financial liabilities of Wendel and its
holding companies: As of December 31, 2022, this amountincluded: theliquidity commitment granted by Wendel to the
H.Turnauer Foundation for 50% of its stake in Constantia
Flexibles; andliabilities related to certain liquidities granted as part ofco-investments. See note 5 “Participation of management
teams in the Group’s investments” and 34-5 “Shareholder
agreements and co-investment mechanisms”.

F

Derivative instruments correspond in particular to interest rate
hedges of investees (see note 6-3 “Interest rate risk”).

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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

 $C

9=1<A

Note 15-1

Total number of shares and treasury shares

The accounting principles applied to treasury shares are described in note 1-8.14 “Treasury shares”.
Par value

Total
number of shares

Treasury shares

Number ofoutstanding shares

As of 12/31/2021€444,747,943

1,116,456

43,631,487

As of 12/31/2022€444,407,677

983,315

43,424,362

The decrease of 340,266 shares comprising the 2022 share capitalreflects subscriptions by Group employees to the Company savings
plan (37,057 shares) and a capital reduction by canceling377,323 shares.
The number of treasury shares held under the liquidity agreement
was 61,832 as of December 31, 2022 (57,724 treasury shares as ofDecember 31, 2021).

Note 15-2

As of December 31, 2022, Wendel held 921,483 of its treasury
shares outside the scope of its liquidity agreement (1,058,732 as ofDecember 31, 2021).
In total, treasury shares represented 2.21% of the share capital as ofDecember 31, 2022.

Non-controlling interests% interest of non-controlling interests
as of December 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Bureau Veritas group

64.5%

1,404.1

1,262.9

Constantia Flexibles group

39.2%

257.9

245.2

Cromology group

5.2%

-

18.1

ACAMS group

2.0%

4.6

-

Stahl group

32.1%

169.1

48.3

CPI group

3.7%

In millions of euros

4.9

4.1

Other

7.0

8.9

TOTAL

1,847.7

1,587.5358  - 2022 Universal Registration Document76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

 $C

6!:7>1;176;

The accounting principles applied to provisions are described in note 1-8.11 “Provisions” and note 1-8.12 “Provisions for employee
benefits”.
Dec. 31, 2022

In millions of euros

Dec. 31, 2021

Provisions for contingencies and expenses

98.6

99.1

Employee benefits

217.2

278.6

TOTAL

315.8

377.7

of which non-current

303.7

372.7

of which current

12.0

5.1

Note 16-1

Provisions for contingencies and expenses
Dec. 31, 2022

In millions of euros

Opening

Currencytranslation
Changes inadjustments,
Reversals: Reversals:
Impact ofscope of reclassifications
Additionsusedunused discounting consolidationand other

Closing

Bureau Veritas
Disputes and litigation

39.8

8.5

(5.5)

(7.8)

0.9

-

0.0

35.9

Other

37.0

40.5

14.1

(9.8)

(8.1)

-

-

0.3

Stahl

1.6

0.0

0.0

-

-

-

-

1.5

Constantia Flexibles

4.2

7.0

(0.2)

-

-

-

(0.1)

10.8

CPI

0.3

-

0.1

-

-

-

-

0.5

Wendel and holding companies

12.8

2.6

(0.5)

(2.9)

-

(0.3)

1.2

12.9

TOTAL

99.1

32.1

(15.9)(18.9)

0.9

(0.3)

1.5

98.6

of which current

5.1

12.0

Dec. 31, 2021

In millions of euros

Opening

Currencytranslation
Changes inadjustments,
Reversals: Reversals:
Impact ofscope of reclassifications
Additionsusedunused discounting consolidationand other

Closing

Bureau Veritas
Disputes and litigation

39.8

10.5

(7.1)

(5.1)

1.5

-

0.1

39.8

Other

52.7

13.3

(11.8)(14.8)

-

0.1

1.1

40.5

Cromology

18.1

18.3

(6.0)

(3.2)

-

-

(27.2)

-

Stahl

1.0

0.5

-

-

-

-

-

1.6

Constantia Flexibles

3.4

1.0

(0.2)

-

-

-

-

4.2

CPI

0.2

-

0.1

-

-

-

-

0.3

Wendel and holding companies

15.2

0.9

(0.4)

(2.9)

-

-

0.1

12.8

130.5

44.5

(25.4)(26.0)

1.5

0.1(25.9)

99.1

TOTAL
of which current

6.1

5.1

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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

Note 16-1.1

Provisions for contingencies
and expenses – Bureau Veritas

1.

Legal, administrative, judicial and arbitration procedures
and investigations
In the normal course of its business, Bureau Veritas is involved in alarge number of legal proceedings notably seeking to establish its
professional liability. Although Bureau Veritas pays careful attention
to managing risks and the quality of the services it provides, some
services may result in financial penalties.
Provisions may be set aside to cover expenses resulting from suchproceedings. The amount recognized as a provision is the best
estimate of the expenditure required to settle the present
obligation at the reporting date. The costs Bureau Veritas ultimately
incurs may exceed the amounts set aside to such provisions due toa variety of factors such as the uncertain nature of the outcome ofdisputes.

2.

Dispute concerning the construction of a hotel
and commercial complex in Turkey
Bureau Veritas Gozetim Hizmetleri Ltd. Sirketi (“BVG”) and theTurkish company Aymet are parties to a dispute before theCommercial Court of Ankara relating to the construction of a hotel
and business complex in respect of which the parties entered into
an agreement in 2003.
At the current stage of proceedings, the outcome of this dispute is
uncertain, even though BVG’s legal counsel are optimistic. Basedon the provisions set aside by Bureau Veritas, and on theinformation currently available, and after considering the opinion ofits legal counsel, Bureau Veritas considers that this claim will nothave a material adverse impact on its consolidated financial
statements.

3.
Uncertain tax positions
Bureau Veritas SA and some of its subsidiaries are currently being
audited or have received proposed tax adjustments that have led
to discussions with the competent local authorities. Talks are
currently at the litigation or prelitigation stage.

Note 16-2

Given the current status of the pending matters and based on theinformation available to date, Bureau Veritas believes that the tax
contingencies and positions reported in its consolidated financial
statements in respect of these risks, audits and adjustments areappropriate.
There are no other legal, administrative, government andarbitration procedures or investigations (including any proceedingsof which Bureau Veritas is aware that are pending or with which it isthreatened) that could have, or have had over the last six months, amaterial impact on the financial position or profitability of Bureau
Veritas.
4.
Other provisions for contingencies and expenses
These include provisions for restructuring (€10.4 million as ofDecember 31, 2022), provisions for losses on completion(€4.6 million as of December 31, 2022), and other provisions
totaling €22.0 million as of December 31, 2022.

Note 16-1.2

Tax risk of Stahl’s Indian subsidiary

Stahl’s Indian subsidiary was subject to a tax reassessment involving
tax and penalties of around €17 million. This reassessment has
been contested by Stahl, which expects its position to prevail in thedispute and has made no provision for the corresponding risk.

Note 16-1.3

Provisions for contingencies
and expenses – Wendel andits holding companies

The principal disputes, claims and risks identified for Wendel andits holding companies are as follows: environmental risk concerning potential costs related to therehabilitation of land which previously belonged to a Groupsubsidiary whose operations were discontinued in 1967;

 labor disputes for which a provision has been made; and two legal proceedings brought by former Wendel executives asa result of the unwinding of a mechanism for involving themmore closely with the Group’s performance, for which noprovision has been made.

Employee benefits

The breakdown by subsidiary is as follows:
Dec. 31, 2022

Dec. 31, 2021

Bureau Veritas

141.7

185.8

Constantia Flexibles

56.5

67.7

Stahl

17.9

24.1

Wendel and holding companies

1.1

1.0

217.2

278.6

In millions of euros

TOTAL

360  - 2022 Universal Registration Document76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

6

Changes in provisions for employee benefits break down as follows for 2022:
Dec. 31, 2022

In millions of euros

Opening Service cost

Actuarial
gains
and losses

Benefits
paid

Curtailments
Interest
andcost settlements

Currency
impacts
and other

Closing

171.7

Benefit obligation
Defined-benefit plans

264.7

1.8

10.9

(2.8)

0.0

-

(103.0)Statutory retirement benefits

116.1

8.4

(19.3)

(7.3)

1.7

-

(9.3)

90.3

Other

52.9

9.1

(3.1)

(7.4)

(2.6)

-

(2.4)

46.5

TOTAL

433.6

19.3

(11.4)(17.6)(0.8)-(114.7)308.4

Dec. 31, 2022

In millions of euros

Opening

Return onplan assets

Contributions
paid by theemployer

Actuarial
gains
and losses

AmountsusedChanges in
scope

Currency
impacts
and other

Closing

Partially-funded plan assets
Defined-benefit plans

156.1

1.9

1.8

(37.9)(1.3)-(27.7)

93.0

Statutory retirement benefits

-

-

-

-

-

-

-

-

Fair value of plan assets

-

-

-

-

-

-

-

-

156.1

1.9

1.8

(37.9)(1.3)-(27.7)

93.0

Curtailments
Interest
andcost settlements

Currency
impacts
and other

Closing

TOTAL

Changes in provisions for employee benefits break down as follows for 2021:
Dec. 31, 2021

In millions of euros

Opening Service cost

Actuarial
gains
and losses

Benefits
paid

Benefit obligation
Defined-benefit plans

293.6

6.1

(15.9)

(9.2)

1.6

-

(11.5)

264.6

Statutory retirement benefits

167.8

12.7

(6.4)

(10.3)

0.8-(48.5)

116.1

Other

55.1

6.9

(1.0)

(4.7)

(0.9)

-

(2.4)

52.9

TOTAL

516.5

25.7

(23.2)(24.3)

1.4-(62.5)

433.6

Contributions
Return on
paid by theplan assets
employer

Actuarial
gains
and losses

AmountsusedChanges in
scope

Currency
impacts
and other

Closing

156.1

Dec. 31, 2021

In millions of euros

Opening

Partially-funded plan assets
Defined-benefit plans

167.0

1.4

2.7

(1.4)

(1.3)

-

(12.4)

Statutory retirement benefits

11.6

0.0

-

(0.5)

1.0

-

(12.1)-

Fair value of plan assets

8.8

0.0

-

(0.1)

0.5

-

(9.1)

-

187.5

1.3

2.7

(2.0)

0.2

-

(33.6)

156.1

TOTAL

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Notes to the balance sheet

Obligations under defined-benefit plans break down as follows:
Dec. 31, 2022

Dec. 31, 2021

Unfunded obligations

211.9

272.0

Partially or fully-funded obligations

96.5

161.6

308.4

433.6

In millions of euros

Dec. 31, 2022

Dec. 31, 2021

Equity instruments

36%

23%

Debt instruments

17%

16%

Cash and other

48%

61%

In millions of euros

TOTAL

Defined-benefit plan assets break down as follows:

Expenses recognized in the income statement break down as follows:
Dec. 31, 2022

Dec. 31, 2021

Current service cost

21.6

21.2

Interest costs

0.3

1.2

Expected return on plan assets

(1.8)

(1.4)

Past service cost

(2.0)

0.1

In millions of euros

Actuarial gains and losses-

1.8

Impact of plan curtailments or settlements(31.5)

0.5

TOTAL(13.5)

23.4

1.

Description of benefit obligations andactuarial assumptions applied at Bureau Veritas
Employee benefits at Bureau Veritas include the following
defined-benefit plans: pension plans, most of which have been closed for several years,
and statutory retirement benefits. Pension plans are generally
unfunded, with the exception of a very limited number of plans
financed by contributions paid to insurance companies andvalued on the basis of periodic actuarial calculations; other long-term obligations include long-service awards andother employee benefits.
Most long-term benefit obligations relate to France.
The main actuarial assumptions used to calculate these obligations
are a discount rate of 3.8% and an average salary increase rate of
3.2%.

362  - 2022 Universal Registration Document2.

Description of benefit obligations andactuarial assumptions applied at Constantia Flexibles
Employee benefits for Constantia Flexibles in Germany, Austria,
France, Mexico, Turkey, Russia and Spain concern the following
defined-benefit plans: retirement plans (funded or unfunded); statutory retirement benefits; and long-service awards.
The main actuarial assumptions used are discount rates of between
1.3% and 9.75%, salary increase rates of between 2.3% and 5.5%,
inflation rates of between 2.0% and 4.0% and a rate of return on
assets of between 0.9% and 7.7%.

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the balance sheet

3.

Description of benefit obligations andactuarial assumptions applied at Stahl
Stahl employee benefits in Germany, Italy, the Netherlands, Mexico,
the United Kingdom, the United States, India, France, Brazil,
Thailand, Indonesia and Switzerland concern the following
defined-benefit plans: partially-funded retirement plans; statutory retirement benefits; and long-service awards.
The main actuarial assumptions were a discount rate of 4.2%, an
inflation rate of 2.03%, a salary increase rate of 0.98%, and a returnon assets of 4.2%.

 $

6

4.
Wendel benefit obligations
In 1947, the company “Les Petits-Fils de François de Wendel” (nowWendel) set up a supplementary pension plan for all employees,
regardless of their category, provided they retired while employedby the Company. This plan was closed on December 31, 1998. The
supplementary pension plan guarantees each employee
beneficiary an overall level of retirement income. This income isexpressed as a percentage of end-of-career compensation (fixedplus variable excluding extraordinary amounts). It increases inrelation to the employee’s age and seniority up to a maximum of
65% of this compensation. The pension plan provides for a payoutof 60% to a surviving spouse on the date of the employee’s
retirement and includes supplements for dependent children.
Benefits financed by the Group under this supplementary plan arecalculated by deducting the total amount of pensions financed by
Wendel while the employee served in the Group from theguaranteed amount. In 2005, the Company transferred the assets
needed to service pension benefits to an insurance company,
which makes payments to the beneficiaries.

16)6+1)4,-*<Principal changes in 2022 are described in note 6-2 “Liquidity risk”.

Currency

Interest
rate –
CouponEffective
interestrate(1)Maturity

Repayment

2024 bonds€

2.750%

2.686%

10-20242026 bonds€

1.375%

1.452%

04-20262027 bonds€

2.500%

2.576%

2031 bonds€

1.000%

2034 bonds€

1.375%

Syndicated loan€

In millions of euros

Total
facilities

Dec. 31,2022

Dec. 31,2021

at maturity

-

500.0

at maturity

300.0

300.0

02-2027

at maturity

500.0

500.0

1.110%

06-2031

at maturity

300.0

300.0

1.477%

01-2034

at maturity

300.0

Euribor + margin

07-2027

revolving

Wendel and holding companies€750 million-

Amortized cost of bonds and syndicated loan

(9.7)

(5.0)

Other borrowings and accrued interest

19.8

19.4

Bureau Veritas
2023 bonds€

1.250%

09-2023

at maturity

500.0

500.0

2025 bonds€

1.875%

01-2025

at maturity

500.0

500.0

2026 bonds€

2.000%

09-2026

at maturity

200.0

200.0

2027 bonds€

1.125%

01-2027

at maturity

500.0

500.0

2030 bonds$

3.210%

01-2030at maturity

187.5

2032 bonds€

3.630%

09-2032

at maturity

Liquidity credit line

200.0€600 million--

Borrowings and debt from lending
institutions – fixed rate

543.4

760.7

Borrowings and debt from lending
institutions – floating rate

6.4

13.3

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Notes to the balance sheet

Currency

In millions of euros

Interest
rate –
CouponEffective
interestrate(1)Maturity

Repayment

Total
facilities

Dec. 31,2022

Dec. 31,
2021

702.7

684.5

9.3

17.9

Constantia Flexibles
Bank borrowings€

Other borrowings and accrued interest
Finance lease liabilities

3.2

2.9

Deferred issue costs

(1.6)

(1.1)

€200 million--

in instalments

51.4

90.4

310.9

292.8

-

5.5

(1.2)

(1.3)

281.5

285.3

Revolving credit facility€

Euribor + margin

02-2027

revolving

Stahl
$

Libor
+ margin

09-2023

Bank borrowings

$

Libor
+ margin

12-2023

Bank borrowings

INR

Bank borrowings

Revolving credit facility

floating rate

at maturity2022

in instalments€€27 million

Deferred issue costs
CPI
Bank borrowings
Revolving credit facility

$

Libor
+ margin

12-2026

in instalments

$

Libor
+ margin

12-2025

revolving USD 30 million

Deferred issue costs

1.9

2.6

(4.7)

(4.8)

ACAMS
Bank borrowings$

SOFR + margin

03-2027in instalments

153.9

Revolving credit facility$

SOFR + margin

03-2028

revolving USD 20 million

2.3

Deferred issue costs

(3.7)

TOTAL
of which non-current portionof which current portion

5,553.3

5,463.1

4,621.6

5,261.8

931.7

201.3

(1) The effective interest rate is calculated inclusive of issue premiums/discounts and bank issue fees. For bonds issued in several tranches, theeffective interest rate corresponds to the average weighted by the nominal amount issued.

Note 17-1

Operating lease liabilities

The accounting principles applied to operating lease liabilities are described in note 1-8.5 “Leases”.
Liabilities related to operating leases are broken down among the Group’s subsidiaries as follows:
Dec. 31, 2022

Dec. 31, 2021

Bureau Veritas

407.9

415.1

Constantia Flexibles

46.0

37.1

Stahl

16.7

15.0

CPI

3.5

3.6

Wendel and holding companies(1)

36.4

1.0

510.5

471.7

In millions of euros

TOTAL
of which non-current portion

398.8

353.6

of which current portion

111.6

118.2

(1) The increase in the lease liabilities of Wendel and of its holding companies is attributable to the leases of the new offices in Paris and New York.

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Notes to the balance sheet

Note 17-2.

Maturity of financial debt (excluding operating lease liabilities)
Less than one year

Between one and five years

Over five years

TOTAL nominal-(800.0)(600.0)(1,400.0)

 interest(1)(23.8)(90.9)(36.8)(151.4)(911.8)(2,107.1)(1,132.3)(4,151.3)

In millions of euros

Wendel and holding companies

Investees nominal
 interest(1)TOTAL(156.6)(380.8)(61.8)(599.2)(1,092.2)(3,378.8)(1,830.8)(6,301.9)(1) Interest is calculated on the basis of the yield curve as of December 31, 2022. Interest on debt and interest rate hedges does not reflect interest
earned on invested cash.

Note 17-3

Market value of gross financial debt

The fair value of bond debt is the market price on December 31, 2022.
Dec. 31, 2022

Dec. 31, 2021

Wendel and holding companies

1,189.2

1,720.1

Operating subsidiaries

3,943.6

3,932.6

TOTAL

5,132.8

5,652.7

In millions of euros

 $

1;+76<16=-,78-:)<176;)6,78-:)<176;0-4,.7:;)4-

The accounting principles applied to discontinued operations and operations held for sale are described in note 1-8.15 “Discontinued
operations and operations held for sale”.

Net income (loss) from discontinued operations and operations held for sale
In millions of euros

2022

Constantia Flexibles

(4.5)

-

-

36.7

Stahl

(0.3)

0.6

Wendel and holding companies(1)

589.9

-

TOTAL

585.1

37.7

Cromology

2021(1) Corresponds to the proceeds from the sale of Cromology, including €0.8 million of recycled translation reserves.

Assets and liabilities held for sale recorded in the balance sheet as of December 31, 2022 correspond mainly to the assets and liabilities ofConstantia Flexibles’ Indian operations.

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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the income statement7<-;<7<0-16+75-;<)<-5-6<

The accounting principles applied to income statement items are described in note 1-9.2 “Presentation of the income statement”.

 $

-<;)4-;

The accounting principles applied to net sales (revenue) are described in note 1-8.16 “Revenue recognition”.

2022

2021

Bureau Veritas

5,650.6

4,981.1

13.4%

Constantia Flexibles

1,954.5

1,603.4

21.9%

In millions of euros% change

ACAMS

66.2

-

n/a

Stahl

914.9

831.3

10.1%

CPI

114.2

88.2

29.5%

8,700.4

7,503.9

15.9%

TOTAL

Consolidated net sales break down as follows:
2022

2021

Sales of goods

2,936.8

2,497.1

Sales of services

5,763.6

5,006.8

TOTAL

8,700.4

7,503.9

In millions of euros

2022

2021

Bureau Veritas

799.3

718.8

Constantia Flexibles

70.4

33.4

ACAMS

(41.6)

-

Stahl

141.3

131.5

CPI(1)

92.0

17.7

Wendel and holding companies(2)31.1(93.8)

1,092.5

807.6

In millions of euros

 $ 8-:)<16/16+75-

TOTAL(1) This item includes in particular the reversal of impairment on intangible assets (see note 8.1 “Impairment tests on goodwill”).
(2) The item includes in particular the capital gain of €115.5 million on the building.

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Notes to the income statement

Note 20-1

Average number of employees at consolidated companies
2022

2021

Bureau Veritas

82,58979,704

Constantia Flexibles

7,284

8,383

ACAMS

313

n/a

Stahl

1,795

1,785

CPI

343

311

Wendel and holding companies

86

83

92,41090,266

In millions of euros

2022

2021

Income from cash and cash equivalents(1)

22.4

8.2

(158.8)(145.5)TOTAL $ 16)6+-+7;<;6-<

Finance costs, grossInterest expense
Deferral of debt issue costs and premiums/discounts(calculated according to the effective interest method)

(8.0)

(9.5)

Interest expense on operating leases(21.1)(19.0)

Total finance costs, gross(187.9)(174.0)TOTAL(165.5)(165.8)(1) This item includes €0.5 million for Wendel and its holding companies, plus €21.9 million of returns on investments of subsidiaries, representing
total income of €22.4 million in 2022 (€8.2 million in 2021).

 $

<0-:.16)6+1)416+75-)6,-@8-6;-

In millions of euros

2022

2021

Dividends received from unconsolidated companies

1.0

0.3

Gains (losses) on interest rate, currency and equity derivatives

(3.3)

37.3
(12.5)

Forex gains and losses(13.8)

Impact of discounting

(0.9)

(1.5)

Other(1)(23.6)(14.2)

TOTAL(40.7)

9.4(1) In 2022, this item includes the early redemption premium on the 2024 bond for €34.4 million (see note 6-2.1 “Liquidity risk of Wendel and its
holding companies”), the change in the fair value of Wendel Growth (formerly Wendel Lab) representing a positive impact of €20.6 million andother financial expenses of Bureau Veritas for a negative €9 million.

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Notes to the income statement

 $

$)@-;

The accounting principles applied to deferred taxes are described in note 1-8.13 “Deferred taxes”.

2022

2021

Current taxes(310.5)(259.1)

Deferred taxes

35.5

27.1

(275.0)(232.0)In millions of euros

TOTAL

CVAE tax on value added is recognized as an income tax in accordance with IAS 12 and with the position statement of the CNC (French
National Accounting Board) of January 14, 2010.
Deferred taxes recognized in the balance sheet result from temporary differences between the carrying amount and tax bases of assets andliabilities in the balance sheet and break down as follows:
In millions of euros

2022

2021

Origin of deferred taxes
Post-employment benefits
Intangible assets

60.7

71.2

(470.4)(362.9)

Recognized tax-loss carryforwards

67.4

52.2

Other items

117.2

60.2

TOTAL

(224.9)(179.3)of which deferred tax assets

165.7

167.5

of which deferred tax liabilities

390.7

346.8

Uncapitalized tax losses amounted to €4,963 million for the Group as a whole, of which €4,332 million for Wendel and its holding
companies.
In millions of euros

Amount at beginning of period

2022

2021

(179.3)(190.1)

Income and expenses recognized in the income statement

35.5

27.1

Income and expenses recognized in other comprehensive income

(4.5)

(3.0)

Income and expenses recognized in reserves

(9.1)

0.5

Reclassification as held for sale

0.0

26.4

Changes in scope of consolidation(1)(57.5)(27.9)

Currency translation adjustments and other(10.0)(12.2)(224.9)(179.3)AMOUNT AT END OF PERIOD(1) This item includes the deferred taxes of ACAMS at the acquisition date (see note 3 “Changes in scope of consolidation”).

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Notes to the income statement

6

The difference between the theoretical tax based on the statutory rate of 25.83% applicable in France and the actual income tax expense of
Wendel, its holding companies and its operating subsidiaries, breaks down as follows:
In millions of euros

Income (loss) before tax expense, net income (loss) fromequity-method subsidiaries, and net income (loss) from discontinued
operations and operations held for sale
Theoretical tax expense calculated on the basis of a rate of-25.83%

Wendel andholding companies

Operatingsubsidiaries

Total(10.6)

897.0

886.3

2.7

(231.7)(228.9)Impact of:
Uncapitalized tax losses of Wendel and its holding companies andtransactions subject to reduced tax rates at the holding company
level

(6.1)

Uncapitalized tax losses at the operating subsidiary level(1.1)

Reduced tax rates and foreign tax rates at the operating subsidiary
level

19.7

Permanent differences(27.8)CVAE tax paid by operating subsidiaries(6.2)

Tax on dividends received from consolidated subsidiaries(15.8)

Other

(8.8)

ACTUAL TAX EXPENSE

 $

(3.3)

(271.7)(275.0)-<16+75-47;;.:75-9=1<A5-<07,16>-;<5-6<;

In millions of euros

2022

2021

IHS net income(1)

-

922.3

Tarkett net income(12.2)(2.9)

Impairment on Tarkett investment(162.3)

-

0.1

0.0

(174.4)

919.5

Other companies
TOTAL(1) In 2021, this item included €901 million in income on the deconsolidation of IHS, the reclassification of translation reserves for €11 million, and net
income for the period of €10 million.

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76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Notes to the income statement

 $):616/;8-:;0):-The accounting principles applied to earnings per share are described in note 1-9.4 “Earnings per share”.
In euros and millions of euros

2022

2021

Net income (loss) – Group share

656.3

1,046.9

Impact of dilutive instruments on subsidiaries

(3.3)

(2.9)

653.0

1,044.0

Average number of shares, net of treasury shares

43,322,522

43,752,806

Potential dilution due to Wendel stock options(1)408,354

144,352

43,730,875

43,897,158

Basic earnings (loss) per share (in euros)

15.15

23.93

Diluted earnings (loss) per share (in euros)

14.93

23.78

Basic earnings (loss) per share from continuing operations (in euros)

1.60

23.11

Diluted earnings (loss) per share from continuing operations (in euros)

1.51

22.97

Basic earnings (loss) per share from discontinued operations (in euros)

13.55

0.81

Diluted earnings (loss) per share from discontinued operations (in euros)

13.42

0.81

Diluted net income (loss)

Diluted number of shares(1) In accordance with the treasury stock method: it is assumed that the cash received from the exercise of dilutive instruments will be used to buyback the shares and partially neutralize the resulting dilution. The potential dilution therefore represents the net impact.

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Notes on changes in cash position

6 7<-;76+0)6/-;16C+);0C87;1<176 $

+9=1;1<176;7.8:78-:<A84)6<)6,-9=185-6<)6,16<)6/1*4-);;-<;In millions of euros

2022

2021

By Bureau Veritas

132.0

122.3

By Constantia Flexibles

97.7

92.0

By Cromology

-

11.8

By Stahl

26.4

21.8

By ACAMS

1.8-

By CPI

2.3

1.0

By Wendel and holding companies
TOTAL $ 

9.2

0.3

269.4

249.2

1;87;)4;7.8:78-:<A84)6<)6,-9=185-6<)6,16<)6/1*4-);;-<;

Disposals of property, plant and equipment and intangible assets mainly include the sale of the rue Taitbout building by Wendel SE for€118.5 million, and the disposals made by Bureau Veritas for €4.7 million.

 $ +9=1;1<176;7.-9=1<A16>-;<5-6<;

In millions of euros

2022

By Bureau Veritas

95.6

2021

53.6

By Constantia Flexibles

23.3

122.0

By Wendel and its holding companies(1)

312.4

224.7

TOTAL

431.3

400.3

(1) In 2022, this item includes the investment in ACAMS for €304.3 million (see note 3 “Changes in scope of consolidation”).

 $ 

1;87;)4;7.-9=1<A16>-;<5-6<;

In 2022, this item mainly includes the sale of Wendel’s interest in Cromology for €895.7 million (see note 3 “Changes in scope of
consolidation”).

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Notes on changes in cash position

 $ 58)+<7.+0)6/-;16;+78-7.+76;741,)<176)6,7.78-:)<176;0-4,.7:;)4-

In 2022, this item corresponds essentially to cash and cash equivalents of ACAMS for €28.7 million.

 $ 0)6/-;167<0-:.16)6+1)4);;-<;)6,C41)*141<1-;

In 2022, this amount is mainly due to the sale by Wendel SE of funds managed by financial institutions for €249.6 million.

 $

-<+0)6/-16*7::7?16/;)6,7<0-:.16)6+1)4,-*<A breakdown of financial debt is presented in note 17 “Financial debt”.
2022

In millions of euros

2021

New borrowings by:
Bureau Veritas

197.8

48.8

Constantia Flexibles

225.7

733.6

-

0.1

0.4

-

Cromology
CPI
ACAMS

-

-

300.0

300.0

729.5

1,082.5

Bureau Veritas

221.9

626.1

Constantia Flexibles

215.1

592.0

-

123.6

Stahl

59.4

36.9

CPI

25.8

20.3

ACAMS

0.8

Wendel and holding companies
Borrowings repaid by(1):Cromology

Wendel and holding companies
TOTAL

501.5

300.7

1,024.5

1,699.5(295.0)(617.1)(1) Including repayments of operating lease liabilities following the application of IFRS 16 “Leases.”

 $

<0-:.16)6+1)416+75-)6,-@8-6;-

In 2022, other financial income and expense correspond mainly to: disbursements of puts held by minority interests; and372  - 2022 Universal Registration Document

 the redemption premium on the 2024 bond redeemed early inthe first half of 2022 for €34.4 million (see note 6-2.1 “Liquidity
risk of Wendel and its holding companies”).

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Other notes

6<0-:67<-;

 $..*)4)6+-;0--<+7551<5-6<;

As of December 31, 2022, no commitment was likely to have a significant impact on the Group’s financial position other than thosementioned.

Note 34-1

Collateral and other security given in connection with financing
Dec. 31, 2022

Dec. 31, 2021

Pledge by Constantia Flexibles group entities of shares of the principal companies andof certain bank accounts and trade receivables as collateral for the repayment of debt owed
by the Constantia Flexibles group.

712.0

702.4

Pledge by Stahl group entities of shares of the principal companies and of certain bankaccounts, trade receivables and assets as collateral for the repayment of debt owed
by the Stahl group.

362.3

388.6

Pledge by CPI group entities of shares of the principal companies and of certain bankaccounts and trade receivables as collateral for the repayment of debt owed
by the CPI group.

283.4

288.0

In millions of euros

Pledge by ACAMS group entities of shares of the principal companies and of certain bankaccounts and trade receivables as collateral for the repayment of debt owed
by the ACAMS group.

156.3

TOTAL

Note 34-2

1,513.9

1,379.0

Guarantees given and received in connection with asset acquisitions

In connection with the disposals of Cromology, PlaYce and Tsebo, the Group issued the usual representations and guarantees (fundamental
guarantees as to the existence, capacity and ownership of securities) up to certain specified amounts. Some of these may still be called as ofDecember 31, 2022. No claims are outstanding in respect of guarantees received.

Note 34-3

Off-balance sheet commitments given and received in connection with operating
activities

In millions of euros

Dec. 31, 2022

Dec. 31, 2021

392.9

393.3

6.1

6.3

399.0

399.6

Counter-guarantees on contracts and other commitments given
by Bureau Veritas(1)by Stahl
TOTAL COMMITMENTS GIVEN(1) Commitments given by Bureau Veritas included guarantees such as bank and parent-company guarantees.

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Other notes

Note 34-4

Subscription commitments

As of December 31, 2022, in connection with its investments inprivate equity funds, the Group (Wendel Growth [formerly WendelLab]) is committed to investing approximately €163.0 million, of
which €107.9 million has already been called.
As of end-2022, as part of its direct investments, Wendel Growth(formerly Wendel Lab) has also committed to investing a total
amount of approximately €15 million in Tadaweb. The transaction is
expected to close in the first quarter of 2023, subject to compliancewith the usual conditions.

Note 34-5

Shareholder agreements andco-investment mechanisms

The Wendel Group is party to a number of agreements governing
its relationships with its co-investors, whether co-investors in its
subsidiaries or holding companies (ACAMS, Constantia Flexibles,
Crisis Prevention Institute, IHS, Stahl, Tarkett and direct investments
via Wendel Growth [formerly Wendel Lab]) or managers (or former
managers) of portfolio companies, relating to mechanisms aimed ataligning their interests with their respective companies’
performance (ACAMS, Constantia Flexibles, Crisis Prevention
Institute, Stahl, Tarkett and direct investments via Wendel Growth[formerly Wendel Lab]).
These agreements contain various clauses, notably covering: corporate governance (composition of governing bodies, vetorights on certain strategic decisions and rights to information); terms and conditions for share transfers (lock-up periods,
pre-emptive rights and rights of first refusal, ban on selling tocertain individuals);

 anti-dilution rules in the event of transactions involving the sharecapital; exit terms in the event of a sale (tag-along and drag-alongrights) or IPO; and non-competition and priority commitments involving acquisition
opportunities.
The shareholders’ agreement relating to Constantia Flexibles also
includes, for the benefit of the H. Turnauer Foundation (from thefounding family of Constantia Flexibles), an option to request,
between 2020 and 2023, that an IPO or share buyback process byrefinancing of the group be launched, aimed at ensuring thepriority liquidity of its stake. In the absence of liquidity at the end of
this process, the Wendel Group granted the H. Turnauer
Foundation a put option at market value on half of its initialinvestment, payable in two tranches in cash or in Wendel shares, at
the Wendel Group’s discretion. As of December 31, 2022, this rightwas not exercised by the H. Turnauer Foundation. This commitment
was recognized in financial liabilities in accordance with accounting
principles applicable to minority puts.

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In addition, as part of the IHS IPO on October 14, 2021, the Wendel
Group entered into a commitment covering the sale of IHS
securities on the market by releasing successive tranches of 20%
every six months as from mid-April 2022 until the 30th monthfollowing the IPO.
With respect to Tarkett, the shareholders’ agreement includes anundertaking by the Wendel Group not to sell Tarkett Participation
shares during the first years of its investment, subject to the usual
exceptions.
The agreements with the management teams (managers or former
managers) of subsidiaries (ACAMS, Constantia Flexibles, Crisis
Prevention Institute, Stahl, Tarkett and direct investments via
Wendel Growth [formerly Wendel Lab]) also contain provisions
relative to: where applicable, the right to liquidate their coinvestment insuccessive tranches, in the absence of a sale or IPO, beyond acertain period (between the 6th and 12th anniversaries of thecompletion of the co-investment, depending on the agreement
in question); and/or

 the handling of executive departures (commitment to sell sharesin the event of the departure of an executive from a subsidiary
and/or commitment to buy shares in certain specific cases).
Co-investment terms for senior managers in the subsidiarycompanies are described in greater detail in note 5-2 “Participationof subsidiaries’ management in the performance of theircompanies”.
As part of the liquidity commitments under these agreements, inthe absence of a liquidity event (divestment or IPO) before certain
predetermined dates, the Wendel Group (Wendel’s holding
companies or the subsidiaries themselves, as appropriate) can berequired to buy back or guarantee the buyback of the shares heldby the managers (or former managers) in Constantia Flexibles,
Crisis Prevention Institute, Stahl and Tarkett. The value retained in
the context of these liquidity commitments corresponds to themarket value determined by the parties, either by applying apredetermined method or by an independent expert.
Provisions for liquidity mechanisms also exist for Wendel managers
with exposure, in connection with co-investment mechanisms, to
ACAMS, Constantia Flexibles, Crisis Prevention Institute, Tarkett
and direct investments via Wendel Growth (formerly Wendel Lab) –see note 5-1 “Participation of management teams in the Group’s
investments”).

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Other notes

As of December 31, 2022, based on the value of the investments
included in the NAV or, where appropriate, based on the priceformulas or appraisals provided for in these agreements, the valueof the portion of the pari passu investments made under the samerisk and return conditions as Wendel by all the co-investor
managers of subsidiaries and of Wendel benefiting from liquidity
rights granted by the fully consolidated companies was €37 million.
The portion of the non-pari passu investments made by the
co-investor managers of subsidiaries and of Wendel benefitingfrom liquidity rights granted by the fully consolidated companies
amounts to €43 million. These amounts do not include any unpaid
amounts owing to the co-investors on the investments sold or
automatic liquidities.
In accordance with Group accounting principles, a portion of theseamounts is recognized as a liability of €23 million. The accounting
principles applicable to co-investments are described innote 1-8.19 “Accounting treatment of mechanisms for theparticipation of management teams in the Group’s investments”.
The value of the co-investments and liquidity commitments varywith the value of each investment. As a result, they may be lower (ornil) or higher in future fiscal years.

Note 34-6

6

Other agreements concludedby the Wendel Groupfor its financing and acquisition
or divestment transactions

Subordinated (mezzanine and second lien) lenders to Stahl who
waived their claims as creditors during the 2010 restructuring in
exchange for a non-controlling interest in the share capital(representing only 0.5% of the capital as of December 31, 2022)
notably received a right to the capital gain exercisable only upon
the total or partial divestment of the Wendel Group’s stake in Stahl.
This right is exercisable by Stahl’s mezzanine and second lien
shareholders in the event of the divestment by the Wendel Group if
Wendel’s overall return is more than 2.5 times greater than its 2010
reinvestment. It is equivalent to the allocation of one to two freeshares per share held by these former subordinated lenders. In
accordance with accounting standards, this commitment is notrecognized on the balance sheet, as the exercise of this rightdepends on the Wendel Group’s decision to divest.
As part of the syndication with Maxburg of a non-controllinginvestment in the Constantia Flexibles group, the Wendel Group is
entitled to receive an additional amount on the portion transferredin this manner subject to Maxburg meeting minimum profitability
thresholds over the term of its investment in Constantia Flexibles incase of divestment. This right is recognized within financial assets,with any changes in value recognized in the income statement.

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Other notes

 $

#<7+378<176;.:--;0):-;)6,8-:.7:5)6+-C;0):-;

The accounting principles applied to stock options, free shares and performance shares are described in note 1-8.18 “Stock subscription
and purchase option plans”.
The total expense related to allocation of stock options or other share-based compensation for 2022 was €88.1 million, compared to€34.8 million in 2021.
2022

2021

Stock options at Wendel

3.7

3.1

Grant of performance shares at Wendel

11.9

6.3

Other share awards at Wendel (co-investment)

7.0

0.1

Stock options at Bureau Veritas

3.3

2.7

Grant of performance shares at Bureau Veritas

23.9

22.7

Other

38.3

23.1

TOTAL

88.1

58.0

In millions of euros

Pursuant to the authorization granted by the Shareholders’ Meetingof June 16, 2022, the following awards were made on August 2,2022:

 10-year options giving the right to subscribe to 72,573 shareswith a strike price of €84.27. These options have the following
features: a service condition: four years from the grant date, andsubject to the performance condition described below, 50%of the options may be exercised in the event of departure at
the end of a period of two years, 75% of the options in theevent of departure at the end of a period of three years and100% of the options in the event of departure at the end of aperiod of four years;
 a performance condition: the options will be exercisable byeach beneficiary if, over a period of four years, at least 90% of
the members of the Wendel Coordination Committee haveattended a yearly ESG training course.
At the grant date, these options were valued using a Monte-Carlomodel, with the following main calculation assumptions: expected
rate of return of 2.5%, expected central volatility of 30%. These
options were valued by an independent expert at €13.0 per option.
The expense is recognized over the options’ vesting period.

376  - 2022 Universal Registration Document

 61,160 performance shares, with the following characteristics:
 a service condition: four years from the grant date and subject

to the achievement of the performance conditions described
below, 50% of the performance shares will vest in the event of
departure at the end of a period of two years, 75% of theperformance shares at the end of a period of three years and100% of the performance shares in the event of departure at
the end of a period of four years;
 three performance conditions, assessed over a period of four

years:
 for 25% of the allocation, a performance condition linked

to the absolute performance of Wendel’s annualized total
shareholder return (TSR),
 for 50% of the allocation, a performance condition linked

to the relative performance of Wendel’s annualized TSR
measured against that of the CACMid60 index, and for 25% of the allocation, a performance condition

relating to the change in the dividend paid by Wendel.
At the grant date, these performance shares were valued using aMonte-Carlo model, with the following main calculation
assumptions: expected rate of return of 2.5%, expected return on
equity of 9.4%. The value of these performance shares has been
estimated by an independent expert at €63.7 per performance
share. The expense is recognized over the options’ vesting period.

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Other notes 139,382 performance shares, with the following characteristics:
 a service condition: four years from the grant date;a performance condition assessed over a period of four years:
 25% of the allocation will vest if the dividend paid in 2023

is greater than or equal to the dividend paid in 2022,
 25% of the allocation will vest if the dividend paid in 2024

is greater than or equal to the dividend paid in 2023,
 25% of the allocation will vest if the dividend paid in 2025

is greater than or equal to the dividend paid in 2024, and 25% of the allocation will vest if the dividend paid in 2026

is greater than or equal to the dividend paid in 2025.
These performance shares were valued using a Monte-Carlomodel, with the following main calculation assumptions: expected
rate of return of 2.5%, expected return on equity of 9.4%. The valueof these performance shares has been estimated by anindependent expert at €84.8 per performance share. The expense
is recognized over the options’ vesting period.
Pursuant to the authorization granted by the Shareholders’ Meetingof June 16, 2022, the following awards were made on December 6,2022:

 37,085 10-year options giving the right to subscribe to
37,085 shares with a strike price of €87.05. These options havethe following features:6

 19,095 performance shares, with the following characteristics:
 a service condition: four years from the grant date and subject

to the achievement of the performance conditions described
below, 50% of the performance shares will vest in the event of
departure at the end of a period of two years, 75% of theperformance shares at the end of a period of three years and100% of the performance shares in the event of departure at
the end of a period of four years;
 three performance conditions, assessed over a period of four

years:
 for 25% of the allocation, a performance condition linked

to the absolute performance of Wendel’s annualized total
shareholder return (TSR),
 for 50% of the allocation, a performance condition linked

to the relative performance of Wendel’s annualized TSR
measured against that of the CACMid60 index, and for 25% of the allocation, a performance condition

relating to the change in the dividend paid by Wendel.
At the grant date, these performance shares were valued using aMonte-Carlo model, with the following main calculation
assumptions: expected rate of return of 2.5%, expected return on
equity of 9.69%. The value of these performance shares has been
estimated by an independent expert at €64.8 per performance
share. The expense is recognized over the options’ vesting period.

 a service condition: four years from the grant date, andsubject to the performance condition described below, 50%of the options may be exercised in the event of departure at
the end of a period of two years, 75% of the options in theevent of departure at the end of a period of three years and100% of the options in the event of departure at the end of aperiod of four years;
 a performance condition: the options will be exercisable byeach beneficiary if, over a period of four years, at least 90% of
the members of the Wendel Coordination Committee haveattended a yearly ESG training course.
At the grant date, these options were valued using a Monte-Carlomodel, with the following main calculation assumptions: expected
rate of return of 2.5%, expected central volatility of 30.2%. These
options were valued by an independent expert at €14.2 per option.
The expense is recognized over the options’ vesting period.

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Other notes

The instruments granted and not exercised or vested were as follows:

Stock options

Stock purchase
options

Numberof options
outstanding as ofDec. 31, 2021

Options
grantedin 2022

Options
Options
canceled exercisedin 2022in 2022

Numberof options
outstanding as ofDec. 31, 2022

Exercise
price(in euros)(30,350)

507,693

from 82.9
to 134.43

116.15

4.4

from 82.05
473,005 to 110.97

88.88

8.3

538,043

Stock subscription
options

395,841

109,658(32,494)

TOTAL

933,884

109,658(32,494)

Performance shares

Shares awarded
as at Dec. 31, 2021

Awardsduring the year

(30,350)

Average
exercise Average Number of
price residual exercisable(in euros)
life
options

403,214980,698

Cancellations

Shares awarded
as at Dec. 31, 2021

Grant date

Vesting date

Plan 11-1

76,532(76,532)0

07/08/2019

07/08/2022

Plan 11-2

56,248(4,709)51,53907/08/2019

07/10/2023
08/05/2023

Plan 12-1

83,243(850)

82,39308/05/2020

Plan 12-2

48,283(5,418)42,86508/05/2020

08/05/2024

Plan 13-1

73,021(17,041)

55,98007/30/2021

07/29/2025

Plan 13-2

46,411

41,53407/30/2021

08/05/2024

Plan 14-1

61,16061,16008/02/2022

08/02/2026

Plan 14-2

139,382

139,382

08/02/2022

08/02/2026

Plan 14-1A

19,09519,095

12/16/2022

08/02/2026

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219,637(109,427)

493,948

76;741,)<-,16)6+1)4C#<)<-5-6<;);C7.C-+-5*-:C C 
Other notes

 $

6

--;8)1,*A<0-:7=8<7<0-#<)<=<7:A=,1<7:;
)6,5-5*-:;7.<0-1:6-<?7:3;
Services performed in 2022 by:

In thousands of euros

Services performed in 2021 by:

Deloitte Audit andentities of the Deloitte
and Associates network

Ernst & Young
Audit and EY
network entities

Deloitte Audit andentities of the Deloitte
and Associates network

Ernst & Young
Audit and EY
network entities

674

770

663

689

Certification, review of parent company
financial statements
 for Wendel SE for its subsidiaries

3,115

2,332

2,805

2,935

Sub-total

3,789

3,102

3,468

3,624
146

Non-audit services
 for Wendel SE

399

70

394

 for its subsidiaries

291

3,010

477

968

Sub-total

690

3,080

871

1,114

TOTAL

4,479

6,182

4,339

4,738

Services rendered during the year other than the Statutory Auditors’ audit of the financial statements of Wendel SE and the companies overwhich the latter exercises control (non-audit services) correspond to tax services, certifications, due diligence and agreed procedures asregards Ernst & Young Audit and its network, and to certifications, procedures in the context of the consolidated non-financial performancestatement, legal and tax services, and agreed procedures as regards Deloitte.

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Other notes $ #=*;-9=-6<->-6<;

Note 37-1

Wendel Growth investments

Wendel, through its investment arm Wendel Growth, has carriedout the following investments:

 in January 2023: acquisition of a minority interest of Tadaweb
through an equity investment of €15 million. Tadaweb delivers
open-source intelligence (OSINT) platforms that enableorganizations to generate actionable intelligence by making
analysts’ investigative methods hyper-efficient. The company isheadquartered in Luxembourg and employs 120 people;

 in February 2023: acquisition of a minority stake in Brigad withan equity investment of €7 million. Brigad is an online toolconnecting self-employed professionals with hospitality andcare establishments. The company is headquartered in France
and employs 150 people; and in March 2023: signature of an investment of up to €15 million in
Preligens in the form of convertible bonds and warrants.
Preligens develops solutions to automate the analysis ofmulti-source data and cue users towards unusual events
requiring their tradecraft.

Note 37-2

Stahl acquires ICP Industrial
Solutions Group

Stahl has signed an agreement to acquire 100% of ICP Industrial
Solutions Group (ISG), a leader in high-performance packaging
coatings, for an enterprise value of around $205 million. Thistransaction will reinforce Stahl’s position as the global leader in thefield of specialty coatings for flexible materials.
It is mostly present in North America (close to 70% of sales). Its
2022 sales are estimated at approximately $140 million.
Concurrently, Stahl has secured a new financing of $580 million
with a group of relationship banks, extending maturities until 2028.
It will be available to finance this acquisition, refinance its existing
credit facilities and fund future external growth.
The ISG transaction is expected to close before the end of
Q1 2023, subject to customary conditions.
ICP Industrial Solutions Group (ISG) is currently in litigation with aformer supplier HeiQ. Specific indemnification arrangements under
the acquisition agreement have been entered into with the seller of
ISG.

Note 37-3

Hedging of currency risk
on dollar-denominated assets

In February 2023, the Group hedged a portion of the currency risk
arising on the value of its US dollar denominated investments (seenote 6-5.1 “Currency risk – Wendel”).

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Other notes $ Method ofconsolidation6

1;<7.5)16+76;741,)<-,+758)61-;);C7.C-+-5*-:C  % interest net oftreasury sharesCompany nameCountry

Business segment

100.0

WendelFranceManagement of shareholdings

FC

100.0

Coba

FranceManagement of shareholdings

FC

100.0

Eufor

FranceManagement of shareholdings

FC

FC

100.0

Sofiservice

FranceManagement of shareholdings

FC

100.0

WaldggenFranceManagement of shareholdings

FC

100.0

Constantia Coinvestco GP

Luxembourg

ServicesFC

99.7

Expansion 17

Luxembourg

Management of shareholdings

FC

100.0

Wendel Lab

Luxembourg

Management of shareholdings

FC

99.6

Global Performance 17

Luxembourg

Management of shareholdings

FC

100.0

Ireggen

Luxembourg

Management of shareholdings

FC

100.0

Oranje-Nassau Développement SA SICAR

Luxembourg

Management of shareholdings

FC

100.0

Oranje-Nassau Développement NOP

Luxembourg

Management of shareholdings

FC

100.0

Oranje-Nassau GP

Luxembourg

Services

FC

100.0

Wendel Luxembourg

Luxembourg

Management of shareholdings

FC

100.0

Winvest International SA SICAR

Luxembourg

Management of shareholdings

FC

100.0

Oranje-Nassau Groep

Netherlands

Management of shareholdings
Management of shareholdings

FC

100.0

NOP Europe

BelgiumFC

100.0

Wendel North America

United States

Services

FC

99.5

Accolade

United States

Investment fund

FC

35.6

Bureau Veritas and its subsidiaries

FranceCertification and verification services

FC

60.8

Constantia Flexibles and its subsidiaries

Austria

Flexible packaging
High-performance coatings andleather-finishing products

FC

67.9

Stahl and its subsidiaries

Netherlands

FC

96.3

CPI and its subsidiaries

United States

Training services

FC

98.0

ACAMS and its subsidiaries

United States

Training and certificationin anti-money laundering

E

25.7

Tarkett Participation

FranceInnovative flooring andsports surface solutions

FC: Full Consolidation. Wendel exercises exclusive control over these companies.
E: Companies accounted for by the equity method. Wendel exercises significant influence over, or has joint control of, these companies.

The complete list of consolidated companies and investees in the Group’s reporting scope is available on the Group’s official website at thefollowing address: https://www.wendelgroup.com/en/investors/regulated-information/.

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Statutory auditors’ report on the consolidated financial statements

 #<)<=<7:A)=,1<7:;E:-87:<76<0-+76;741,)<-,
.16)6+1)4C;<)<-5-6<;
Year ended December 31, 2022
This is a translation into English of the statutory auditors’ report on the consolidated financial statements of the Company issued in French andit is provided solely for the convenience of English-speaking users.
This statutory auditors’ report includes information required by European regulations and French law, such as information about theappointment of the statutory auditors or verification of the information concerning the Group presented in the management report and otherdocuments provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicablein France.
To the Wendel Shareholders’ meeting

OpinionIn compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated
financial statements of Wendel for the year ended December 31, 2022.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of theGroup as at December 31, 2022 and of the results of its operations for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to
the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in
the Statutory Auditors’ Responsibilities for the Audit of theConsolidated Financial Statements section of our report.

Independence
We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code decommerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) forthe period from January 1st, 2022 to the date of our report and specifically we did not provide any prohibited non-audit services referred toin Article 5(1) of Regulation (EU) No. 537/2014.

Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) 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.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.

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Statutory auditors’ report on the consolidated financial statements

6

Accounting treatment of acquisition and divestment of portfolio companies
Risk identified

Our response

As part of its investment activity, Wendel regularly acquires andsells subsidiaries and portfolio companies.
The main transactions undertaken by Wendel in 2022 anddescribed in Note 3-1 to the consolidated financial statements,
are as follows: On January 21, 2022, Wendel completed the sale of
Cromology for an equity value of €1,262 million. Net disposal
proceeds amounted to €896 million for Wendel; this amount is
net of the share of capital held by the co-investor managers of
Cromology. The capital gain on the sale of Cromology wasrecognized on the line “Net income from operations
discontinued or held for sale” for €590 million.
 On March 11, 2022, Wendel has acquired ACAMS (“Associationof Certified Anti-Money Laundering Specialists”) from Adtalem
for an equity investment of $ 338 million. This businesscombination has been recognized in accordance with IFRS 3,
which requires that the identifiable assets acquired andliabilities assumed be measured and recognized at fair value atthe takeover date. The purchase price allocation led to therecognition of material intangible assets, including customer
relationships for $ 117 million, tradenames for $ 73 million andcontent valued at $ 18 million. The residual goodwill amounts
to $ 340 million. The goodwill allocation will be finalized within
12 months of the acquisition, in accordance with the IFRS.
We considered the recognition and presentation of theinvestment in ACAMS to be a key audit matter given the material
amount of the assets acquired and liabilities assumed and thejudgment required to identify and measure these assets andliabilities, in particular intangible assets.
Also, we deemed the disposal of Cromology to be a key audit
matter as it is a significant operation of the year.

We held discussions with the Finance department, the investment
teams and the Legal department in order to gain an understandingof the transactions, and the main agreements with thestakeholders.
We obtained and evaluated whether the main legal documents
and analyses carried out by Wendel or its advisors in relation tothese transactions, such as share purchase agreements, details of
cash flows and commitments granted, had been properly reflectedin the consolidated financial statements.
Regarding the divestment of Cromology, we have assessed theaccounting treatment of the transaction and the calculation of thegain on disposal.
Regarding the investment in ACAMS, with the assistance of ourvaluation specialists, we have: gained an understanding of the terms of the acquisition
agreement and the processes implemented by management toanalyze and recognize the acquisition of ACAMS and its opening
balance sheet; analyzed the work performed by management to identify andmeasure the assets and liabilities acquired, in particularintangible assets;
 assessed the appropriateness of the valuation methods used forthe main asset categories with regard to commonly usedpractices; analyzed the consistency of the valuation inputs compared withthe documentation obtained from the ACAMS management
teams, and assessed their relevance with regard to thecompany’s management data or external sources; assessed the reasonableness of the amortization periods used
for the intangible assets identified in light of the estimated useful
lives of those assets.
For both transactions, we also assessed the appropriateness of thedisclosures provided in Note 3-1 to the consolidated financial
statements.

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Statutory auditors’ report on the consolidated financial statements

Measurement of goodwill
Risk identified

Our response

As of December 31, 2022, the Goodwill net book value amounts
to € 3 929 million, i.e. 27% of the total balance sheet. Goodwill isbroken down by Cash Generating Units (CGUs) corresponding toeach operating subsidiary (Bureau Veritas, Constantia Flexibles,
Stahl, CPI and ACAMS).
An impairment loss is recognized if the recoverable amount of
goodwill as determined during the impairment test carried out
annually or when a trigger for impairment is identified, on each
CGU or group of CGUs falls below its carrying amount. In
addition, when an impairment loss is recognized by the operating
subsidiary on one of its CGU or group of CGUs, this loss ismaintained in Wendel’s consolidated financial statements, as
described in Note 1-8.1 to the consolidated financial statements.
As described in Note 8 to the consolidated financial statements,
as a result of the impairment tests performed by the managementof Wendel and/or its subsidiaries, no impairment of goodwill wasrecognized for the year ended December 31, 2022.
We determined the measurement of goodwill is a key audit
matter due to its significance in the Group’s financial statements
and because determining its recoverable amount, usually on thebasis of discounted future cash flow forecasts, requires
management to exercise a high degree of judgment andestimation.

We examined the process implemented by the management ofWendel and that of the operating subsidiaries to carry out
impairment tests.
With the assistance, when appropriate, of the subsidiaries’ auditors
and the support from our valuation specialist, we examined the
goodwill impairment tests carried out by Wendel and its operating
subsidiaries. We adjusted the extent of our work to take into
account the level of impairment risk of the CGUs or groups of
CGUs.
For the CGUs or groups of CGUs presenting an impairment risk,
our work consisted in: Assessing the compliance of the methodology applied by
Wendel and its subsidiaries with applicable accounting
standards;
 Examining the projected cash flows in relation to the economic
and financial environment in which the CGUs or groups of CGUs
operate, taking into account the macro-economic conditions(inflationary pressures, increases in interest rates and raw
material and energy costs, shortages, exchange rate volatility); Assessing the quality of the process used to determine theprojections by analyzing the reasons for any differences between
past forecasts and actual outcomes;
 Assessing the consistency of the long-term growth rates usedwith available market analyses and the operating margin rateused in terminal year with the margin rates of actual andforecasted flows; Assessing the different components of the discount rates used; Verifying the sensitivity of the calculation of the recoverable
amount of the CGUs or groups of CGUs to changes in the main
assumptions used (long-term growth rate, margin rate used in
the terminal year and discount rate).
For the other CGUs or groups of CGUs, our work consisted inholding discussions with the management of Wendel and/or theoperating subsidiary to assess the reasonableness of the cash flows
and key assumptions used (long-term growth rate, operating
margin used in terminal year and discount rates);
We also assessed the appropriateness of the disclosures provided
in Notes 1-8.1 and 8 to the consolidated financial statements, inparticular those related to the sensitivity analysis carried out byWendel’s management.

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Statutory auditors’ report on the consolidated financial statements

6

Accounting treatment of mechanisms for the participation of management teams in the Group’s investments
Risk identified

Our response

As described in Note 5 to the consolidated financial statements,
Wendel has set up co-investment mechanisms to allow its
managers and managers of subsidiaries (Constantia Flexibles,
Stahl, CPI, Tarkett and ACAMS) to invest their personal funds in
assets in which the Group invests.
In the event of a divestment or an IPO, the managers receive ashare of the capital gain or may lose their investment under
pre-determined conditions. Several years after the initialinvestment, in the absence of a divestment or an IPO, Wendel iscommitted to buy back the share invested by the managers inorder to ensure liquidity.
The accounting treatment of these mechanisms is based on theirsettlement method. Until the settlement method is not definitive,
the investments are accounted for based on the settlement
method determined as most likely. This accounting treatment is
described in Note 1-8.19 to the consolidated financial statements.
As described in Note 34-5 to the consolidated financial
statements, the commitments to buy back the share invested bymanagers of Wendel and subsidiaries disclosed as off-balance
sheet commitments amount to 37 M€ for “pari passu” investmentswith the same profile of risk and return as Wendel, and amount to
43 M€ for non “pari passu” investments as of December 31, 2022.
These amounts do not include any unpaid amounts owing to theco-investors on the investments sold or automatic liquidities. A
part of these amounts is recognized as financial liabilities for
23 M€.
We deemed the accounting treatment of mechanisms for theparticipation of management teams in the Group’s investments tobe a key audit matter because: The accounting treatment of these mechanisms is complex;
 The recognition or not of a liability reflecting the commitment
to buy back the share invested by the managers at their fairvalue requires a high degree of judgment from management; These investments are made by managers, some of whom are
related parties.

We held discussions with Wendel’s management to gain anunderstanding of the co-investment mechanisms put in place byWendel and its operating subsidiaries, and of the accounting
process. For each co-investment mechanism identified, we
obtained the main legal documents and analyzed the conformity of
the accounting treatment applied by Wendel with the Group’s
accounting policies, as set out in Note 1-8.19 to the consolidated
financial statements.
For the co-investment mechanisms for which the most likely
redemption is a disposal or an IPO, we assessed the reasoning
underlying management’s decision not to recognize a liability, by
taking into account the redemption of previous co-investments. In
this case, we paid particular attention to the co-investment
mechanisms for which the liquidity commitment granted by
Wendel to its managers will end soon, by determining in particularthrough our consultation of the minutes of meeting of thegoverning bodies (Executive Board and Supervisory Board),
whether a disposal or an IPO is in progress. Otherwise, we verified
that a liability has been recognized.
We also assessed the appropriateness of the disclosures provided
with respect to off-balance sheet commitments set out in Note 34-5
to the consolidated financial statements and those concerningtransactions with related parties set out in Note 4.1 and controlledthat the value of the commitments to buy back the amounts
invested by the managers was determined according to themeasurement method described in Note 34-5

Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws andregulations of the information relating to the Group given in the Executive Board’s management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (Code decommerce) is included in the information pertaining to the Group presented in the management report, it being specified that, in
accordance with Article L. 823-10 of said Code, we have verified neither the fair presentation nor the consistency with the consolidated
financial statements of the information contained therein. This information should be reported on by an independent third party.

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Statutory auditors’ report on the consolidated financial statements

Report on Other Legal and Regulatory Requirements
Format of preparation of the consolidated financial statements intended to be included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by statutory
auditors regarding the annual and consolidated financial statements prepared in the European single electronic format, that the preparationof the consolidated financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of theFrench Monetary and Financial Code (Code monétaire et financier), prepared under the Executive Board’s responsibility, complies with thesingle electronic format defined in Commission Delegated Regulation (EU) No. 2019/815 of 17 December 2018. Regarding consolidated
financial statements, our work includes verifying that the tagging thereof complies with the format defined in the above-mentioned
regulation.
Based on the work we have performed, we conclude that the presentation of the consolidated financial statements intended to be includedin the annual financial report complies, in all material respects, with the European single electronic format.
Due to the technical limitations inherent to the block-tagging of the consolidated financial statements according to the European single
electronic format, the content of certain tags of the notes may not be rendered identically to the accompanying consolidated financial
statements
Moreover, we have no responsibility to verify that the consolidated financial statements that will ultimately be included by your Company inthe annual financial report filed with the AMF (Autorité des marchés financiers) agree with those on which we have performed our work.

Appointment of the Statutory Auditors
We were appointed as statutory auditors of Wendel by the annual general meeting held on May 16, 2019 for Deloitte & Associés and on
November 15, 1988 for ERNST & YOUNG Audit.
As at December 31, 2022, Deloitte & Associés and ERNST & YOUNG Audit were in the fourth year and thirty-fifth year of total uninterrupted
engagement respectively.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union and for such internal control as Management determines isnecessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements, Management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected
to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Executive Board.

Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users made on the basis of these consolidated financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on
the viability of the Company or the quality of management of the affairs of the Company.

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Statutory auditors’ report on the consolidated financial statements

6

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional
judgment throughout the audit and furthermore: Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs
and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate toprovide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

 Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by Management in the consolidated financial statements.

 Assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability tocontinue 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 to continue as a going concern. If the statutory auditor concludes that a material
uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial
statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein.

 Evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation.

 Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to
express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision andperformance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial
statements.

Report to the Audit Committee
We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control regarding the accounting
and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significancein the audit of the consolidated financial statements of the current period and which are therefore the key audit matters that we are required
to describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our
independence within the meaning of the rules applicable in France as set out in particular in Articles L. 822-10 to L. 822-14 of the French
Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession decommissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on
our independence, and the related safeguards.

Paris-La Défense, March 16, 2023
The Statutory Auditors
French original signed by
DELOITTE & ASSOCIESMansour Belhiba

ERNST & YOUNG Audit
Jacques Pierres - 2022 Universal Registration Document

387

6

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388  - 2022 Universal Registration Document

7!"$ !(
#$$$# %&
%-!$-


 



AssetsEquity and liabilities

390
391



 !%&& &%!)%&& &!&%&!&"$ &-!" +  -%&& &%



7.4.1
7.4.2
7.4.3
7.4.4

395
396
397
403

Highlights of the year
Accounting principles
Notes to the balance sheet
Notes to the income statement%&&'&!$+'&!$%/
$"!$&-! &  -%&& &% - 2022 Universal Registration Document



389

7

!):-6<758)6A16)6+1)4#<)<-5-6<;
Balance sheet as ofDecember 31, 2022 )4)6+-;0--<);C7.-+-5*-:C  
;;-<;
Dec. 31, 2022

In thousands of euros

Dec. 31, 2021

Gross amount

Depreciation,amortization
or impairment

Net amount

Net amount

21,52914,182

7,347

1,967

10,641,188

2,980,132

7,661,056

7,865,648

NON-CURRENT ASSETS
Intangible assets and property, plantand equipment
Non-current financial assets(1)Investments in subsidiaries and affiliates

Note 1Other long-term investments
Treasury shares

34

34

Note 2Loans and other non-current financial assets

1,765

TOTAL

34
66,911

1,765

788

10,642,987

2,980,132

7,662,855

7,933,380

10,664,516

2,994,313

7,670,203

7,935,347

CURRENT ASSETS
Trade receivables(2)Other receivables(2)Note 3

5,978

5,978

1,004

35,15835,158600,427

887,440

588,697

88,52456,502Marketable securities

Note 4887,440

Treasury shares

Note 4

102,045

13,522

Cash

54,32354,32338,998Prepaid expenses

1,108

1,108

690

1,072,531

1,286,319

TOTAL

1,086,052

13,522

Translation adjustment

189

Deferred expenses

6,001

6,001

3,831

Debt redemption premiums

3,717

3,717

2,994

8,752,451

9,228,680

TOTAL ASSETS(1) O/w current portion.
(2) O/w non-current portion.

390  - 2022 Universal Registration Document

11,760,285
003,007,835

!):-6<758)6A16)6+1)4#<)<-5-6<;
Balance sheet as ofDecember 31, 20227

9=1<A)6,41)*141<1-;
Dec. 31, 2022

Dec. 31, 2021

Share capital

177,631

178,992

Additional paid-in capital

22,23857,534

Legal reserves

20,224

20,224In thousands of euros

EQUITY

Regulated reserves

101,870

101,870

2,250,000

2,250,000

Retained earnings

4,798,136

4,258,961

Net income (loss) for the year

(174,483)

669,270

7,195,616

7,536,851

Other reserves

Note 5TOTAL
PROVISIONS FOR CONTINGENCIES AND EXPENSES

Note 6

20,35529,772Financial debt(1)Note 7

1,514,920

1,644,003

Other current liabilities

Note 8

19,831

16,070TOTAL(2)1,534,751

1,660,073

Issue premiums on borrowings

0

1,795

Valuation differences on treasury instruments

1

189

1,728

0

TOTAL EQUITY AND LIABILITIES

8,752,451

9,228,680(1) O/w short-term bank borrowings(2) O/w less than one year
O/w more than one year

134,751
1,400,000

160,073
1,500,000

Expenses to be deferred - 2022 Universal Registration Document

391

7

!):-6<758)6A16)6+1)4#<)<-5-6<;
Income statement 6+75-;<)<-5-6<
2022

2021

7,073

263,000

 Income from loans and invested cash

3,098

41,784

 Amortization of bond issue premiums

1,795

13,34730,12338,648955

767(19,111)

278,716

Other income

21,708

16,799Provisions reversed and expenses transferred

27,221

1,500

Purchases and external services

20,81817,807

Taxes and equivalent

3,652

3,047

20,53916,767In thousands of euros

Income from investments in subsidiaries and affiliates and long-term
equity portfolio

Note 10

Other financial income and expenses

Note 11

IncomeExpenses Interest and similar expenses
 Depreciation, amortization and provisions

NET FINANCIAL INCOME (LOSS)
Operating income

Note 12

Operating expenses

Wages and salaries

Note 13

Social security costs

9,528

6,991

Depreciation, amortization and deferred expenses

18,605

3,553

Miscellaneous expenses

1,119

1,124

NET OPERATING INCOME (LOSS)(25,334)(30,991)

NET INCOME (LOSS) BEFORE NON-RECURRING ITEMS AND TAX(44,445)

247,725

Non-recurring income
118,9804

On capital transactions

On operating transactions

7,744

(4)

Reversals of provisions

1,929

497,526
8,173

Non-recurring expenses
On operating transactions

34,407

On capital transactions

14,679Additions to provisions

210,070

67,832
421,521

NON-RECURRING ITEMS

Note 14(130,503)

INCOME TAXES

Note 15465

24(174,483)

669,270

NET INCOME (LOSS)

392  - 2022 Universal Registration Document

!):-6<758)6A16)6+1)4#<)<-5-6<;
Cash flow statement7 );0.47?;<)<-5-6<
2022

In thousands of euros

2021

Cash flows from operating activities, excluding tax
Net income (loss)(174,483)

669,270

Depreciation, amortization, provisions and other non-cash items

200,335(438,720)

Gains/losses on divestments(125,881)

4

Financial income and expense

54,350(266,136)

Taxes

(465)

(24)

(46,144)(35,606)

Change in working capital requirement related to operating activities

12,21019,031

NET CASH FROM (USED IN) OPERATING ACTIVITIES, EXCLUDING TAX(33,934)(16,575)

Acquisitions of property, plant and equipment and intangible assets(6,722)(235)

Disposals of property, plant and equipment and intangible assets

118,574110Cash flows from operating activities before net finance costs and tax

Cash flows from investing activities, excluding tax

Acquisitions of equity investments

Note 1(140)

Disposals of equity investments

Note 1

7,744

0

(978)

(65)

7,073

263,00000125,551

262,712

Change in other financial assets and liabilities and other items
Dividends received

Note 10

Change in working capital requirements related to investing activities
NET CASH FROM INVESTING ACTIVITIES, EXCLUDING TAX
Cash flows from financing activities, excluding tax
Share capital increase

Note 5

2,172

2,310

Treasury share buybacks and cancellations

Note 2(22,661)(24,802)

Dividends paid

Note 5(130,095)(126,562)

New borrowings

Note 7300,000

300,000

Repayment of borrowings

Note 7(500,000)(300,000)

Net change in intragroup assets and liabilities

637,075(508,380)

Net finance costs(27,750)(36,260)

Other financial income and expense

Note 14

Change in working capital requirements related to financing activities
NET CASH FROM (USED IN) FINANCING ACTIVITIES, EXCLUDING TAX
Income taxes

Note 15(36,757)

35,9280(7,335)

221,984(665,100)

465

24

Change in tax assets and liabilities

0358

NET CASH FLOWS RELATED TO TAXES

465

382

Effect of currency fluctuations
CHANGE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD(1)CASH AND CASH EQUIVALENTS AT END OF PERIOD

(1)

-

-

314,066(418,582)

627,696

1,046,268

941,762

627,696(1) Cash and cash equivalents included marketable securities (excluding Wendel treasury shares), cash, and bank borrowings.

 - 2022 Universal Registration Document

393

7

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Notes to the parent company financial statements 7<-;<7<0-8):-6<C+758)6A.16)6+1)4C;<)<-5-6<;


6>-;<5-6<;16;=*;1,1):1-;)6,);;7+1)<-;

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$:-);=:A;0):-;

8-:)<16/16+75-



<0-::-+-1>)*4-;

758-6;)<176)6,0-),+7=6<

):3-<)*4-;-+=:1<1-;

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0)6/-;16-9=1<A

6+75-<)@

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

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"-4)<-,8):<1-;

#=*;-9=-6<->-6<;

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

<0-:+=::-6<41)*141<1-;

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

..*)4)6+-;0--<+7551<5-6<;

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)6,);;7+1)<-;)6,476/<-:5
-9=1<AC87:<.7417

394  - 2022 Universal Registration Document

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

7 1/041/0<;7.<0-A-):
Dividends received from investees
The Company received dividends of €7 million
wholly-owned subsidiary, Oranje-Nassau Groep.

Intragroup assets and liabilities
from

its

These dividends were paid through current accounts.
Oranje-Nassau Groep carried out a capital reduction for€7.7 million. This led to a €211.1 million loss, offset by a reversal ofprovisions for impairment in an amount of €196.4 million.

The decrease of €637.1 million in net receivables from subsidiaries
mainly reflects:

 Bureau Veritas dividends paid to Eufor SAS in an amount of€85.2 million, the proceeds from which were loaned to theCompany through the current account; the financing of Wendel Luxembourg for the €304.4 million
investment in ACAMS; andCapital and dividend paid
The Shareholders’ Meeting of June 16, 2022 approved thepayment of a cash dividend of €3 per share. The total amount ofdividends paid therefore amounted to €130.1 million.
On April 5, 2022, the Executive Board reduced the share capital bycanceling 377,323 shares for an amount of €1.5 million and€37.3 million allocated to additional paid-in capital.
A €2.2 million capital increase was carried out for employees,
corresponding to 37,057 shares.
Wendel sold 30,350 of its own shares during the fiscal year for a
total of €2.1 million in connection with the exercise of options andthe grant of performance shares to employees.
Excluding the liquidity agreement, the Company purchased
269,424 Wendel shares in 2022 at an average price of €92.79 per
share.
As of December 31, 2022 the Company held 983,315 Wendel
shares, including 921,483 held as marketable securities and 61,832
held under the liquidity agreement.

 funds transferred for €893.9 million following the disposal of
Cromology.

Impairment of equity investments
At the end of 2022, the shares of Wendel SE’s direct subsidiaries
were tested for impairment. The impairment tests were carried out
by taking into account the valuation of the Group’s portfolio ofinvestments established according to the Group’s Net Asset Value
calculation method (this method is described in the annual financial
report). This results in the following impairment adjustments:

 additional impairment recognized on Wendel Luxembourg
shares for an amount of €189.4 million to reflect changes in thevalue of the Group’s portfolio of investments (excluding Bureau
Veritas), which is indirectly held by this subsidiary; and a reversal of impairment on Oranje-Nassau Groep shares for€196.4 million recognized following the cancellation of theshares and the payment of dividends for a similar amount by thissubsidiary.

Sale of the Rue Taitbout building
Financing
In January 2022, a new €300 million bond maturing inJanuary 2034 was issued with a coupon of 1.375%. Following thistransaction, the €500 million bond maturing in 2024 was redeemed
early for an amount of €534.4 million, determined in accordancewith the prospectus of this bond and including the impact of theinterest rate hedge (the difference between the amount redeemed
and the nominal amount was recognized in non-recurring
expenses). Thus, at the reporting date, the maturities of the bonds
were spread between April 2026 and January 2034 for a nominal
amount of €1.4 billion and the average maturity was 6.4 years.

Wendel SE sold its building on rue Taitbout in June 2022 for net
non-recurring income of €118.2 million.
These annual financial statements were approved by Wendel SE’s
Executive Board on March 8, 2023.

 - 2022 Universal Registration Document

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!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements ++7=6<16/8:16+184-;
The balance sheet and income statement have been prepared inaccordance with the accounting standards prescribed by the
French chart of accounts in effect, applying the same exceptions asin previous years.
The two exceptions to the policies set out in the French chart ofaccounts are as follows: substitution

of “Net financial income” as the sub-total
representing the Company’s activity for “Operating income”, asdefined by the chart of accounts;

 recognition of all capital transactions on assets other thanmarketable securities in “Non-recurring items”. Regarding
marketable securities, changes in provisions for impairment andgains and losses on disposals are recognized in financial income
and expense, with the exception of gains and losses on treasury
shares, which are included in non-recurring items.
The valuation methods applied remain unchanged compared tothose of prior years.
The gross value of items included in non-current assets
corresponds to their acquisition cost or the cost at which they were
contributed to the Company, excluding ancillary costs.

Use of estimates
The preparation of financial statements requires the use of
estimates and assumptions that affect the amounts reported in thefinancial statements. These estimates are based on an appreciationof the facts and circumstances existing at the reporting date, as wellas on information available as of the date the financial statements
were approved. They are based on the Executive Board’s pastexperience and various other factors deemed reasonable (market
data and expert valuations, etc.), and are reviewed on a regularbasis. Uncertainty has complicated forecasting, and actual amounts
could therefore differ from the forecasts. The most significant
estimates used in preparing these financial statements concern
mainly investments in subsidiaries and associates and the ability torecover receivables.

Investees
The initial value of investments in portfolio companies is theiracquisition cost. Internal indicators of loss in value are reviewed
annually for each investment. In the event of an indication of loss invalue, valuations are updated. The valuation method used depends
on the type of business (operating or holding company) and can bebased on the ownership share in the entity’s net book value or net
asset value. In this case, the valuation can be based on a variety of

396  - 2022 Universal Registration Document

methods, including discounted future cash flows, a multiple of sales
or income, external transactions involving similar companies, stock
market values, etc. When the net asset value falls below net bookvalue, an impairment loss is recognized for the difference.

Loans and receivables
Loans and receivables are valued at face value. An impairment loss
is recognized if there is a probability of non-recovery. Loans andreceivables related to investments are written down if the net asset
value of the subsidiary concerned (or the net book value if it isdeemed representative of the recoverable value) becomes
negative.

Issue and redemption premiums,
and debt issuance costs
Issue and redemption premiums are generally amortized using theeffective interest method over the term of the corresponding loan.
Debt issuance costs are spread over the term of the loan inaccordance with the preferential method recommended by CRC
Regulation No. 99-02.

Interest rate derivatives
Financial gains and losses arising on interest rate swaps arerecognized in the income statement as and when they are realized.
A provision for expenses is recognized when the value of the swaps
is negative and when the swaps do not qualify as hedging
instruments.

Currency derivatives
Wendel SE applies ANC regulation 2015-05 of July 2, 2015 on
forward financial instruments and hedging transactions, applicablefrom January 1, 2017. The rules provide for the recognition at fairvalue of “isolated open positions” that are not hedged. Derivatives
must be recognized at their fair value as “treasury instruments” inthe balance sheet in order to show the Company’s position.
Changes in the value of these derivatives are recognized against
prepayment and accruals accounts in the balance sheet “Valuationdifferences on treasury instruments – assets or liabilities”. There is
no impact on net income.
When the value of these instruments is negative, a provision forcontingencies and expenses is recognized for this amount.

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

7

Marketable securities

Provisions for pensions

Marketable securities are measured using the “first-in, first-out”
method. A provision for impairment is recognized if the net bookvalue of the securities is greater than their market value.

Obligations related to statutory retirement benefits anddefined-benefit pension plans are determined at each reporting
date taking into account the age of the Company’s employees,
their length of service and the likelihood that they will remain at theCompany until they retire. The calculation is based on an actuarial
method. A provision is recognized for the portion of the obligationthat is not covered by plan assets.

Accounting for transactions in foreign currencies
Receivables and payables denominated in foreign currencies areconverted into euros at the year-end exchange rate. Currencytranslation differences on items that have not been hedged forexchange rate risks are recognized as currency translation
adjustments within assets or liabilities. A provision is set aside forunrealized foreign exchange losses.

 7<-;<7<0-*)4)6+-;0--<(In thousands of euros)

 $C

6>-;<5-6<;16;=*;1,1):1-;)6,);;7+1)<-;% interest

In thousands of euros

Acquisitions andsubscriptions

Net amount

Divestments
and mergers

Change inprovisions(1)Dec. 31, 2021 Dec. 31, 2022 Dec. 31, 2021

Net amount
Dec. 31, 2022

French investments
Sofiservice

100.00100.0023

Eufor

100.00100.003,788,797

Coba

100.00100.0015

Winvest 16

100.00100.000

Wendel Luxembourg

100.00100.004,060,244

Oranje-Nassau Groep

100.00100.0016,570TOTAL

7,865,649(23)

0
3,788,797

140

(23)

132
0

Non-French investments(189,386)140

3,870,858

211,068

195,768

1,270

211,068

6,336

7,661,056(1) As of December 31, 2022, the Company analyzed the value of investments in subsidiaries and associates on the basis of their net asset value. This
analysis led the Company to record an impairment loss on the shares of Wendel Luxembourg (the entity holding the Group’s portfolio (excluding
Bureau Veritas)) of €189,386 thousand. An impairment loss recognized on Oranje-Nassau Groep shares was reversed in an amount of€195,768 million following cancellation of the shares and the payment of dividends for a similar amount by this subsidiary.

 - 2022 Universal Registration Document

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!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

 $C$:-);=:A;0):-;% interest

Net amount Acquisitions

Capitalreduction

Accounttransfer

Change inprovisions

Dec. 31, 2021 Dec. 31, 2022 Dec. 31, 2021

In thousands of euros

Wendel shares

0.86%

Net amount
Dec. 31, 2022

0.00%

74,303

13,422(1)38,830(2)(48,896)(3)TOTAL

74,303

13,422

38,830(48,896)000(1) The Company acquired 142,774 shares for a total amount of €13,422.3 thousand. The Company also acquired 126,650 shares for an amount of€11,592.2 thousand, which were allocated to cover stock option and performance share plans.
(2) 377,323 shares were used in the share capital reduction on June 16, 2022, representing a value of €38,829.6 thousand.
(3) Following the share purchases and share capital reduction, the 402,618 shares remaining in treasury were reclassified as cover for the stock option
and performance share plans for a total net amount of €9,563.7 thousand.

 61,832 shares held under the liquidity agreement; these shares

As of December 31, 2022, Wendel SE held 983,315 treasury shares(1,116,456 treasury shares as of December 31, 2021).

were classified as marketable securities within current assets(see note 4 “Marketable securities”).

These treasury shares are allocated as follows: 921,483 shares

to cover grants under stock option andperformance share plans; these shares were classified as
marketable securities within current assets (see note 4“Marketable securities”); and $C<0-::-+-1>)*4-;
Dec. 31, 2022

In thousands of euros

Gross amounts

Impairment

Dec. 31, 2021
Net amountGross amount

Impairment

Net amountTax and employee social security
receivables

2,362

2,362

1,033

1,033

Loans and advances connectedwith investees(1)32,79632,796599,394599,394

TOTAL

35,15835,158600,427

Of which related companies

33,215

599,61000

Of which accrued income

00600,427(1) These receivables correspond to advances granted to holding companies contributing to the holding of the Group’s various investments.

398  - 2022 Universal Registration Document

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

 $C

7

):3-<)*4-;-+=:1<1-;
Dec. 31, 2022

Dec. 31, 2021

Net book valueMarket value

Net book valueMarket value

Wendel shares(1)83,13280,36750,50344,433Liquidity agreement

5,392

5,392

5,999

6,084

In thousands of euros

SUB-TOTAL

88,52485,75956,50250,517

Money-market mutual funds and deposits

853,637

853,637

307,357

307,357

Funds managed by financial institutions

33,80333,803281,341

281,341

SUB-TOTAL

887,440

887,440

588,697588,697

TOTAL

975,964

973,199645,200

639,214(1) Number of Wendel shares held as of December 31, 2022: 921,483.
Number of Wendel shares held as of December 31, 2021: 421,565.
(See note 2 “Treasury shares”).
Shares held for the exercise of stock purchase options granted under stock option plans. Any negative difference between the carrying amountand the exercise price of the purchase options is recognized in proportion to the rights vested within “Provisions for contingencies and expenses”.
As of December 31, 2022, this provision amounted to €653 thousand.
Shares allocated to the exercise of awards made under performance share plans: in accordance with accounting standards, a provision isrecognized for the loss related to the vesting of performance shares in proportion to the extent to which they have vested. The value of the sharesawarded as measured at the stock market price as of December 31, 2022 was recognized under “Provisions for contingencies and expenses” for€15,186.7 thousand.
Regarding shares allocated to plans considered as not exercisable or for which the vesting conditions will not be met, a provision for impairment isrecognized when the carrying amount is higher than the stock market price and no provision for contingencies and expenses has been accrued.

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7

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements0)6/-;16-9=1<A $C

In thousands of euros

Number of shares

44,719,119

Balance as of December 31,
2020 before appropriation

Sharecapital(€4 parvalue)

Additional
paid-in
capitalLegalreserve

Regulated
reserves

Other
reserves &retainedearnings

178,876

55,33920,224

101,870

Net income
Total(loss) for shareholders’
the year
equity6,662,137(26,613)

6,991,833

Appropriation of 2020
net income(26,613)

26,613-

Dividend(126,562)(126,562)

Capital increase
28,824

 Company Savings Plan

115

2,194

2,310

 Exercise of options

0

2021 net income
44,747,943

Balance as of December 31,
2021 before appropriation

178,991

57,534

20,224

101,870

Appropriation of 2021
net income(377,323)

Capital reduction(1,509)(2)

 Company Savings Plan

669,270 -6,508,961

669,270

7,536,851

669,270(1)(669,270)(37,320)(130,095)(3)

(4)

148

(130,095)

2,024

2,173

 Exercise of options

02022 net loss
44,407,677

Balance as of December 31,
2022 before appropriation

0(38,830)

Dividend
37,057669,270

177,630

22,23820,224

101,870

7,048,136(174,483)(174,483)(174,482)

7,195,616(1) The retained earnings approved at the Shareholders’ Meeting of June 16, 2021 were increased by the €669.3 million in net income for 2021.
(2) The share capital was reduced by €1.5 million due to the cancellation of 377,323 treasury shares.
(3) A dividend of €3 per share was paid in 2022.
(4) A capital increase of €2.2 million, or 37,057 shares, was carried out within the framework of the Group Savings Plan (PEG), comprising an increaseof €148 thousand in share capital and an allocation of €2,024 thousand to additional paid-in capital.

400  - 2022 Universal Registration Document

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

 $C

7

!:7>1;176;.7:+76<16/-6+1-;)6,-@8-6;-;
Reversals
Dec. 31, 2021

Additions

996

1,070

Note 424,01915,840

4,757

3,445

457

4,300

3,445

TOTAL

29,772

20,355509

29,263

20,355

Net operating
income (loss)

20,355509

24,963In thousands of euros

Provision for pensions andpost-employment benefits
Provision for performance shareand stock option awards
Other contingencies and expenses

Used

52

UnusedDec. 31, 2022

996

1,070

23,967

15,839Net financial
income (loss)
Non-recurring
items

4,300
20,355The principal disputes, claims and risks identified for Wendel andits holding companies are as follows: labor disputes for which a provision has been set aside; and509

29,263 the legal action brought by Wendel managers as a result of theunwinding of a mechanism for involving them in the Group’s
performance was concluded either by the withdrawal or
rejection of their claims or a stay pending decisions in otherindividual cases. No provision has been set aside.

 - 2022 Universal Registration Document

401

7

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

 $C

16)6+1)4,-*<In thousands of euros

Dec. 31, 2022

2.75% 2024 bonds(1)0500,000

1.375% 2026 bonds

300,000

300,000

2.50% 2027 bonds

500,000

500,000

1% 2031 bonds

300,000

300,000

1.375% 2034 bonds(1)300,000

Syndicated loan (Euribor + margin)(2)Accrued interest
SUB-TOTAL
Loans and borrowings with investments in subsidiaries and affiliates(3)TOTALof which: less than 1 year

Dec. 31, 2021--

19,616

19,177

1,419,616

1,619,177

95,30324,826

1,514,920

1,644,003

114,920

44,003

1 to 5 years

800,000

1,300,000

Over 5 years

600,000

300,000

Accruals

19,616

19,177(1) See highlights.
(2) The Company did not use its syndicated credit line in 2022 (see note 17).
(3) These relate to current accounts of Group entities, mainly concerning its subsidiary Eufor SAS for €85.8 million and Sofiservice SAS for €8 million.

 $C

<0-:+=::-6<41)*141<1-;
Dec. 31, 2022

In thousands of euros

Dec. 31, 2021

Trade payables(1)

5,402

3,630

Tax and employee social security liabilities

14,11912,203

Other

310

237

TOTAL

19,83016,070(1) The breakdown of trade payables by maturity (in accordance with Article L. 441-6-1 of the French Commercial Code) is as follows: payment within 30 days: payment in more than 30 days:
 invoices not received:

 $C

..*)4)6+-;0--<+7551<5-6<;

There were no off-balance-sheet commitments granted by Wendel SE as of December 31, 2022.

402  - 2022 Universal Registration Document

As of Dec. 31, 2022
198
(125)
5,329

As of Dec. 31, 2021
(16)
3,646

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

7 7<-;<7<0-16+75-;<)<-5-6<
 $C

6+75-.:7516>-;<5-6<;16;=*;1,1):1-;)6,);;7+1)<-;
)6,476/<-:5-9=1<AC87:<.7417(in thousands of euros)
Dividends relating to:

2022

2021

Oranje-Nassau Groep

7,073

56,000Wendel Luxembourg

0150,000

Eufor

0

57,0007,073

263,000

0

57,000TOTAL
Of which interim dividend: $C

<0-:.16)6+1)416+75-)6,-@8-6;-;(in thousands of euros)
Income2022

2021

Other interest and similar income

3,095

41,78332Foreign exchange gain
Reversals of provisions

12,733

Amortization of bond issue premiums

1,795

614

TOTAL

4,893

55,13284787

Of which related companies(in thousands of euros)
Expenses

2022

2021

Interest on bonds

27,562

33,618Other interest and similar expenses

2,550

4,991

Foreign exchange loss

11

39

Amortization of bond redemption premiums

955

767

31,07739,415

539

262

TOTAL
Of which related companies - 2022 Universal Registration Document

403

7

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements8-:)<16/16+75-

 $C

2022

In thousands of euros

Property rental
Services invoiced to subsidiaries

2021

81

81

21,627

15,540

Other income

-

1,178

Transfer of expenses

1,650

1,500

Reversals of provisions

25,5710

TOTAL

48,92818,299Of which related companies

21,70815,621

 $C

758-6;)<176)6,0-),+7=6<

See note 17 for a description of the compensation the Company allocated to the members of the Executive and Supervisory Boards.
Average headcount

2022

2021

 Managers

59

56

 Non-executive employees

5

6

64

62

TOTAL

 $C

76:-+=::16/1<-5;
Non-recurring income

In thousands of euros

Managementtransactions

Other non-recurring transactions

Reversals of Management
provisions transactions

Additions toprovisions

0

1,929

34,4070

1,929

210,070(242,513)

210,070(4)(208,141)

34,407(3) Early redemption of 10/2024 bond
 Supplier repayment(34,407)

34
7,744

118,980

34
1,929

34,407

14,679As of December 31, 2022, non-recurring items represented a net expense of €130,503 thousand, mainly reflecting: non-recurring income of €119 million on the sale of the Rue Taitbout premises(1); a net loss of €7 million on corporate actions at the level of Oranje-Nassau Groep (see Highlights of the year)(2); payment of a premium on the early redemption of the 2024 bond in an amount of €34 million(3); and changes in impairment on investments (see note 1)(4).

404  - 2022 Universal Registration Document(6,935)(2)

14,67934

Balance2022

118,946

7,744

 Provision for impairment of securities

TOTAL

Losses on
disposals

118,946(1)Property, plant and equipment
Non-current financial assets

Gains ondisposals

Non-recurring expenses

210,070(130,503)

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

 $C

7

6+75-<)@Income tax breaks down as follows:
In thousands of euros

Taxable base at a rate of
On 2022 income before non-recurring items
On 2022 non-recurring items

2022

25.00%
40,499(130,548)(90,049)

Addbacks/deductions related to tax consolidation

79,687(10,362)

Deduction of losses carried forward
Taxable income of the tax consolidation Group

(2,684)(13,046)

Corresponding tax
Tax consolidation income

465

INCOME TAX RECOGNIZED IN THE INCOME STATEMENT

465

The Company has opted for tax consolidation status, as defined in
Articles 223 A-U of the French Tax Code (Code Général desImpôts). According to the tax consolidation agreements between
Wendel and the other companies in the tax Group, each company
contributes to the tax of the Group by paying Wendel the amount it
would have paid had it been taxed on a stand-alone basis(i.e.,without tax consolidation).

This mechanism results in tax income for Wendel SE equal to thedifference between the tax payable and the amount received fromits subsidiaries. The members of the Wendel tax consolidation
Group in 2022 were the parent company Wendel SE andSofiservice, Coba, Eufor and Winvest 16.
As of December 31, 2022, there was a tax consolidation profit fromthe subsidiary EURFOR for an amount of €465 thousand.

 - 2022 Universal Registration Document

405

7

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

 $C

);0)6,,-*<;1<=)<176

As of December 31, 2022, gross debt consisted of bonds for a total
amount of €1,400 million.

Wendel syndicated loan – documentation andcovenants (undrawn as of December 31, 2022)

Wendel also has an undrawn €750 million syndicated loan
maturing in July 2027. Wendel has the option of requesting two
one-year maturity extensions from the lenders, who may either
accept or refuse its request. Wendel was in compliance with its
financial covenants as of December 31, 2022. In 2021, the marginlevel on this loan was indexed to Wendel achieving its ESG targets;should these targets not be met, the margin would be increased
but there would be no impact on the availability of this facility;
however, if the targets were to be met, the margin would be
reduced. As the 2021 targets were met, the margin on the loan was
reduced slightly in 2022. This undrawn line of credit notably gives
Wendel enough flexibility to take advantage of investment
opportunities.

The syndicated loan is subject to financial covenants, based
primarily on the market value of Wendel’s assets and on theamount of its net debt.

At the reporting date, Wendel’s long-term rating from Standard &Poor’s was BBB “stable” outlook, and the short-term rating A-2.
Similarly, Moody’s assigned Wendel a rating of Baa2 with a stable
outlook.
Wendel’s liquidity risk over the 12 months following the reporting
date is therefore low given its high level of cash and short-term
financial investments and its €750 million fully-undrawn syndicatedcredit line.

Wendel bonds – Documentation
These bonds are not subject to financial covenants, but carrystandard clauses for this type of debt instrument (prohibition or
restriction on the pledging of assets as collateral to certain types oflenders, accelerated maturity should Wendel default on a payment
beyond certain thresholds, change-of-control clause, etc.).

Wendel’s net debt figure is based on consolidation of the Group’s
financial holding companies and does not include the debt ofoperating companies or that of holding companies set up for the
purpose of acquisitions. Accordingly, the net debt taken into
account corresponds to Wendel bonds and the syndicated loan,
when drawn, reduced by cash.
Net debt of Group subsidiaries is deducted from the grossrevalued assets of these subsidiaries as it is without recourse to
Wendel.
These covenants are as follows: netfinancial debt of Wendel and the financial holding
companies compared to the gross asset value after unrealized
taxes (excluding cash) must not exceed 50%; and the ratio of: the unsecured gross debt of Wendel and its financial holding

companies plus their off-balance-sheet commitments treatedas unsecured debt, less their available cash (not pledged or in
escrow) to, the sum of 75% of the value of available listed assets (notpledged or in escrow) and 50% of the value of available
unlisted assets (not pledged or in escrow),must not exceed 1.
These covenants are tested half-yearly when there are drawdowns
under the syndicated loan. As of December 31, 2022 Wendel wasin compliance with all covenants.
The syndicated loan agreement carries standard covenants for thistype of debt instrument (prohibition or restriction on the pledging
of assets as collateral to certain types of lenders, accelerated
maturity should Wendel default on a payment beyond certain
thresholds, change-of-control clause, etc.).

406  - 2022 Universal Registration Document

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

 $C

7"-4)<-,8):<1-;

Related parties are Wendel-Participations and the members of theSupervisory Board and Executive Board.

As of December 31, 2022, the commitments made by the Company
to Executive Board member David Darmon, in the event of hisremoval from office, were as follows:

Members of the Supervisory Board
and Executive Board in the event of termination of his term of office not prompted byCompensation awarded by the Wendel Group for 2022 to (i) André
François-Poncet, Group CEO up to December 1, 2022 inclusive,(ii) Laurent Mignon, Group CEO as from December 2, 2022, and(iii) David Darmon, member of the Executive Board, amounted to€5,797 thousand.

 in the event of termination of his employment contract, the legal

The IFRS value of the options and performance shares granted toLaurent Mignon and David Darmon in 2022 amounted to€3,340 thousand at the grant date. No grants were made to André
François-Poncet for 2022.
Compensation paid to members of the Supervisory Board in 2022
totaled €1,209 thousand, including €1,119 thousand by Wendel SE(i) in consideration of services by members of the Supervisory
Board, (ii) as compensation of the Chairman of the Supervisory
Board and (iii) as compensation of the Lead Member of theSupervisory Board; and €90 thousand paid to certain members of
the Supervisory Board by Wendel-Participations SE for serving on
its Board of Directors. These amounts do not include the salaries ofthe employee representatives on Wendel’s Supervisory Board, who
do not receive Wendel SE directors’ fees.
As of December 31, 2022, the following commitments were madeby the Company to Executive Board Chairman Laurent Mignon in
the event of his removal from office: in the event of termination of office not prompted by poor

poor performance, an indemnity equal to 18 months of his fixedmonthly average compensation at the time of his departure;and contractual indemnities due under that employment
contract; it being specified that the total amount of indemnities paid toDavid Darmon in respect of his corporate office andemployment contract may not exceed 18 months of his monthly
average compensation determined as follows: the sum of (i) his
fixed monthly average compensation at the time of his
departure, and (ii) one-twelfth of the variable compensation
actually paid in respect of the last fiscal year preceding his
departure.
In accordance with Wendel’s policy of associating managementwith the Group’s investments, the members of the Executive Board
participate in the co-investment mechanisms described in note 5“Participation of management teams in the Group’s investments”.

Wendel-Participations
Wendel-Participations SE is owned by around 1,200 Wendel family
members and legal entities. Wendel-Participations investors
together held a 39.59% stake in Wendel SE as of December 31,
2022, representing 51.81% of theoretical voting rights and 52.57%of the exercisable voting rights as of that date.

performance, and provided that performance conditions aremet, Laurent Mignon is entitled to an indemnity equal to hismonthly average compensation multiplied by the number ofmonths he served as Executive Board Chairman (capped at
18 months). The monthly average compensation is determined
as follows: the sum of (i) his fixed average monthly
compensation at the time of departure, and (ii) one-twelfth of his
variable compensation actually paid in respect of the last fiscal
year preceding his departure.

There are no other economic or financial relationships between
Wendel-Participations and Wendel besides those related to theholding of shares and the following agreements:

Note that André François-Poncet did not receive any indemnities
on the termination of his duties at the end of 2022.

family name and a license agreement for the use of the “Wendel
Investissement” brand;

 aservice delivery agreement entered into for the
implementation of the provisions of the Sapin II Law on theprevention of corruption and for the implementation of CbCreporting; a memorandum of understanding on the use of the “Wendel”

 a service agreement for administrative assistance; and anagreement to
Wendel-Participations.

lease

premisesbyWendelto - 2022 Universal Registration Document

407

7

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

 $C

#=*;-9=-6<->-6<;

None.

Securities portfolio
Number of securities held

In thousands of euros% interest

Gross value

INVESTMENTS IN SUBSIDIARIES AND AFFILIATES
Subsidiaries (over 50% owned)a) French
Sofiservice
Eufor

8,500

100.0%

354

2,029,196

100.0%

3,788,797b) Non-French
Wendel Luxembourg

82,561100.0%

6,824,593

Oranje-Nassau Groep

222,222100.0%

27,251

11,250100.0%

19310

100.0%

Other subsidiaries and affiliates
Securities of French companies
Securities of non-French companies

0
10,641,187

OTHER LONG-TERM INVESTMENTS
Other French equities

-

-

34
34

Subsidiaries and associates

In thousands of euros

Othershareholders’equity(including net
Capital income/loss)

GuaranGross
Loans tees and%carrying Net carrying
and endorseinterest
amount ofamount of advancesments
held shares held shares held granted
given

Priorperiod
net
sales

Priorperiod
net Dividends
income/ received in(loss)
the year

DETAILED INFORMATION(on subsidiaries and affiliates whose gross carrying amount is greater than 1% of Wendel’s share capital)
French
Eufor

2,030

426,117100.0%

3,788,797

3,788,797---

85,3580Wendel Luxembourg(1)825,6102,209,317

100.0%

6,824,592

3,870,858

32,794-

41,053

67,6390Oranje-Nassau Groep(1)1,000

62,637100.0%

238,320

1,270

-

-

-

336

7,073

Non-French

GENERAL INFORMATION
French subsidiaries

547

38

Non-French
subsidiaries--

French associates--

Non-French investees--(1) Consolidated data.

408  - 2022 Universal Registration Document

!):-6<758)6A16)6+1)4#<)<-5-6<;
Notes to the parent company financial statements

7Five-year financial summary
Nature of disclosures

2018

2019

2020

2021

2022

1. SHARE CAPITAL AT THE YEAR-END
Share capital(1)185,123

178,729

178,876

178,991

177,631

46,280,641

44,682,308

44,719,119

44,747,943

44,407,677

20,9500

0

0

0

Sales (excluding taxes)

12,71815,661

15,601

16,79921,708

Income from investments in subsidiaries
and associates

500,006

5,238,799

200,000

263,000

7,073

Income before tax, depreciation, amortizationand provisions

375,979

5,117,755

106,044

229,026

22,263

Income tax(4)(2,505)(2,885)

(32)

(24)

(465)

Net income (loss)

340,383

1,865,893(26,613)669,270(3)(174,483)

Distributed earnings(2)129,586

125,110

129,685

130,095

142,105

-

-

-

-

-

Income after tax but before depreciation,amortization and provisions

8.18

114.60

2.37

5.12

0.51

Net income (loss)

7.35

41.76

(0.60)

14.96(3)(3.93)Net dividend

2.80

2.80

2.90

3.00

3.20

-

-

-

-

-

Number of ordinary shares outstanding
Maximum number of shares that could be issued:
 through the exercise of options

2. OPERATIONS AND INCOME FOR THE FISCAL YEAR(1)of which interim dividends
3. EARNINGS PER SHARE (in euros)of which interim dividends
4. EMPLOYEE DATA
Average headcount

53

54

59

62

64

Total payroll(1)12,183

18,63013,616

16,767

20,539

Employee benefits paid during the year(social security, social welfare, etc.)(1)

8,743

9,402

7,758

6,991

9,528

(1) In thousands of euros.
(2) Including treasury shares.
(3) Ordinary dividend of €3 (subject to approval by the Shareholders’ Meeting of June 16, 2022).
(4) Negative amounts represent income for the Company.

 - 2022 Universal Registration Document

409

7

!):-6<758)6A16)6+1)4#<)<-5-6<;
Statutory auditors’ report on the financial statements #<)<=<7:A)=,1<7:;E:-87:<76<0-.16)6+1)4C;<)<-5-6<;
Year ended December 31, 2022
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 French law, such asverification 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 applicablein France.
To the Annual General Meeting of Wendel,

OpinionIn compliance with the engagement entrusted to us by your Annual
General Meeting, we have audited the accompanying financial
statements of Wendel for the year ended December 31, 2022.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at
31 December 2022 and of the results of its operations for the year then ended in accordance with French accounting principles.
The opinion expressed above is consistent with our report to the
Audit Committee

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report.

Independence
We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code decommerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) forthe period from January 1st, 2022 to the date of our report, and specifically we did not provide any prohibited non- audit services referred toin Article 5(1) of Regulation (EU) No 537/2014.

Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to thejustification of our assessments, we inform you of the key audit matter 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.
These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we
do not provide a separate opinion on specific items of the financial statements.

410  - 2022 Universal Registration Document

!):-6<758)6A16)6+1)4#<)<-5-6<;
Statutory auditors’ report on the financial statements

7

Valuation of investments in subsidiaries and associates, and loans and advances
to subsidiaries and associates
Risk identified

Our response

As of 31 December 2022, investments in subsidiaries andassociates, and loans and advances to subsidiaries andassociates, recorded in the balance sheet for a net carrying
amount of 7,661 M€ and 33 M€ respectively, represent 88% of thecompany’s total balance sheet.
Investments in subsidiaries and associates are recorded at theiracquisition cost and loans and advances to subsidiaries andassociates are recorded at their nominal amount, as described in
the “Subsidiaries and associates” and “Loans and Receivables”
sections of the note “Accounting Principles” to the financial
statements. They are depreciated if their recoverable amount islower than their carrying amount at the closing date.
The valuation methods used to determine the inventory value
depend on the type of activity of the entities and may be basedon the share in net equity or the share in the revalued net assets,
the determination of which can be based on various methods(discounted future cash flows, multiples of sales or margins,external valuations based on the transactions on similar
companies, stock market values).
An additional impairment was recognized for 189 M€ for Wendel
Luxembourg at the year ended December 31, 2022 as describedin note 1 to the financial statements.
We considered that the valuation of investments in subsidiaries
and associates, and loans and advances to subsidiaries andassociates, constitutes a key audit matter due to the materiality ofthese items in the company’s financial statements, and because
the determination of their recoverable amount requires the use ofassumptions, judgments and estimates.

To assess the estimate of the recoverable amount of theinvestments in subsidiaries and associates, our work primarily
consisted in: assessing, on the basis of the information provided to us,
whether the valuation method applied by management isjustified; testing the arithmetic accuracy of the recoverable value
calculated by the company, in particular when the valuation isbased on the share in net equity;
 Corroborating with external sources the average share priceused for the valuation of listed securities;
 for companies held indirectly, whose value is determined using a
multiples method; assessing the relevance of the margin multiples used bymanagement
evaluating the consistency of the estimates with those used
for the goodwill impairment tests in the company’s
consolidated financial statements, in particular concerning thebudget assumptions; assessing the appropriateness of the information mentioned in
Note 1 of the appendix to the annual accounts.

For the valuation of loans and advances to subsidiaries and associates, we examined the impairment tests consistency with the tests ofinvestments in subsidiaries and associates.

Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws andregulations.

Information given in the management report and in the other documents with respect to the financial position
and the financial statements provided to the shareholders
We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the
Executive Board and in the other documents with respect to the financial position and the financial statements provided to the shareholders.
We attest the fair presentation and the consistency with the financial 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 Supervisory Board’s Report on Corporate Governance sets out the information required by Article L. 225-37-4 of theFrench Commercial Code (Code de commerce).
Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code (code decommerce) relating to remunerations and benefits received by or awarded to the directors and any other commitments made in theirfavour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial
statements and, where applicable, with the information obtained by your Company from controlled enterprises included in the scope of
consolidation. Based on these procedures, we attest the accuracy and fair presentation of this information.

 - 2022 Universal Registration Document

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!):-6<758)6A16)6+1)4#<)<-5-6<;
Statutory auditors’ report on the financial statements

With respect to the information relating to items that your company considered likely to have an impact in the event of a takeover bid or
exchange offer, provided pursuant to Article L. 22-10-11 of the French Commercial Code (code de commerce), we have agreed thisinformation to the source documents communicated to us. Based on these procedures, we have no observations to make on thisOther information
In accordance with French law, we have verified that the required information concerning the controlling interests and the identity of theshareholders and holders of the voting rights has been properly disclosed in the management report.

Other Verifications or Information Required by Laws and Regulations
Format of presentation of the financial statements intended to be included in the annual financial report
We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by thestatutory auditor relating to the annual and consolidated financial statements presented in the European single electronic format, that thepresentation of the financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of theFrench Monetary and Financial Code (code monétaire et financier), prepared under the responsibility of the Chairman of the Executive
Board, complies with the single electronic format defined in the European Delegated Regulation No 2019/815 of 17 December 2018.
Based on the work we have performed, we conclude that the presentation of the financial statements intended to be included in the annual
financial report complies, in all material respects, with the European single electronic format.
We have no responsibility to verify that the financial statements that will ultimately be included by your company in the annual financial
report filed with the AMF are in agreement with those on which we have performed our work.

Appointment of statutory auditors
We were appointed as statutory auditors of Wendel by your annual general meeting held on November 15th, 1988 for ERNST & YOUNG
Audit and on May 16th, 2019 for Deloitte & Associés.
As at December 31, 2022, ERNST & YOUNG Audit and Deloitte & Associés were in the 35th year and 4rd year of total uninterrupted
engagement.

Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting
principles and for such internal control as Management determines is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected toliquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks
management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements were approved by the Executive Board.

Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
Audit objective and approach
Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with professional standards will always detect a 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 theeconomic decisions of users made on the basis of these financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on
the viability of the Company or the quality of management of the affairs of the Company.

412  - 2022 Universal Registration Document

!):-6<758)6A16)6+1)4#<)<-5-6<;
Statutory auditors’ report on the financial statements

7

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 those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis forhis 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.

 Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.

 Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by Management in the financial statements.

 Assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability tocontinue 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 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 or inadequate, to modify the opinion expressed therein.

 Evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting
and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significancein the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe
in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) N° 537/2014, confirming our
independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of theFrench Commercial Code and in the French Code of Ethics (code de déontologie) for statutory auditors. Where appropriate, we discuss with
the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

Paris La Défense, March 16, 2023
The Statutory Auditors
French original signed by
DELOITTE & ASSOCIÉSMansour Belhiba

ERNST & YOUNG Audit
Jacques Pierres - 2022 Universal Registration Document

413

7

!):-6<758)6A16)6+1)4#<)<-5-6<;

414  - 2022 Universal Registration Document

8#"!$#" "#) %$"$!$  ( 
8.1.1
8.1.2
8.1.3
8.1.4



Stock market data
Dividend
2022 share buyback program
Share price  !' &! "!+
8.2.1
8.2.2
8.2.3
8.2.4
8.2.5
8.2.6

Ongoing in-depth dialogue
with the market
A dedicated policy for individual
shareholders
Information on the website
2023 calendar
Contacts
Documents available toshareholders and the public !$&! ! -&-%$-"&

416
417
417
418

8.3.1
8.3.2



8.3.4

8.3.3

8.3.5
8.3.6
8.3.7
8.3.8
8.3.9

419
420
420
421
421

8.3.108.3.11422

Main shareholders
423
Controlling legal entities
or individuals
424
Significant changes in shareownership and voting rights
in the last 3 years
425
Changes in share capitalin the last 5 years
426
Ownership threshold disclosures
427
Pledging of issuer’s shares
427
Financial authorizations
428
Share buyback
430
Transactions in Company securities
by corporate officers
433
Shareholders’ agreements
434
Factors likely to have an impact
in the event of a takeover bid
435 !$&! ! &
!" +  "$!(%! %!-&-+)%
8.4.1
8.4.2
8.4.3
8.4.4

General information
Main provisions of the by-laws
Main new investments andacquisitions of controlling interests
How to take part in the
Shareholders’ Meeting


436
437
438
439

 - 2022 Universal Registration Document

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#0):-)81<)4)6,#0):-074,-:;
Wendel share performance and dividend

 '-6,-4;0):-8-:.7:5)6+-)6,,1>1,-6,
 #<7+35):3-<,)<)Change in the Wendel share price and the Euro Stoxx 50 index compared with the Wendel share price as of June 13, 2002. Source: FactSet.
Total Shareholder Return (TSR) of Wendel compared to the Euro Stoxx 50 index, since the CGIP/Marine-Wendel merger.
Price (in euros)

Shares (in thousands)
2,500

160

140
2,000
120

100

1,500

80

1,000
60

40
500
20

Reinvested dividend performancefrom June 13, 2002 to March 30, 2023

Wendel

23

22

0

20

21

20

20

20
20

19

18

17

16

20

20

20

20

15
20

13

14
20

12

Wendel shares traded in thousands

20

20

11
20

10
20

09

08

20

07

20

20

06
20

05
20

03

04
20

20

20

02

0

Eurostoxx 50

Total returns
for the period

Annualized return
over the period

Wendel528.8%

9.3%

Euro Stoxx 50

183.9%

5.2%

Source: FactSet.

416  - 2022 Universal Registration Document#0):-)81<)4)6,#0):-074,-:;
Wendel share performance and dividend

Share data
Listing venue: Eurolist (eligible for deferred settlement service[SRD]) – Compartment A (blue chips)
ISIN code: FR0000121204 – Bloomberg code: MF FP

8

Indices: CAC AllShares, CAC Mid 60, Euronext 150, SBF120,
STOXX® Europe, EURO STOXX®, STOXX® Europe Private Equity 20,
STOXX® Europe 600, LPX 50, EN Family Business, MSCI World &Europe & EAFE ESG Leaders, DJSI Europe, DJSI World.
Minimum
trade:
1 share/Sharesavings
plan(PEA):
Eligible/Deferred
settlement
service(SRD):
Eligible/Par
value:€4/Number of shares outstanding: 44,407,677 as ofDecember 31, 2022.

Reuters code: MWDP. PA – Mnemonic code: MF 1>1,-6,
Ordinary dividend, in euros per share.
3.20
2.65

2.80

2.80

2018

2019

2.90

3.00

2.35

1.75
1.25

1.30

2010

2011 (1)

2012

1.85

2013

2.00

2014

2.15

2015

2016

2017

2020

2021

2022 (2)(1) The 2011 ordinary dividend included an exceptional distribution of one Legrand share for every 50 Wendel shares held.
(2) Wendel is proposing a dividend of €3.20 per share for 2022, up 6.7% compared to 2021 and representing a dividend yield of 1.9% based on Wendel’s NAV as ofDecember 31, 2022 and of 3.3% based on the share price as of March 15, 2023. The proposed dividend is subject to the approval of the Shareholders’ Meeting to beheld on June 15, 2023. The dividend will be paid in cash on June 21, 2023. The ex-dividend date will be June 19, 2023.





C;0):-*=A*)+38:7/:)5

In its 15th resolution, the Shareholders’ Meeting of June 16, 2022
authorized the Company to set up a share buyback program
covering up to 10% of the number of shares comprising the sharecapital at the time of the buybacks, for a period of 14 months. The
maximum purchase price under the authorization is €250.
Accordingly, the Executive Board was authorized to buy back anumber of shares representing a maximum of 10% of the sharecapital, i.e., 4,474,794 shares on the date on which authorization
was granted.

During 2022, Wendel bought back its own shares as follows (formore information, see section 8.3.8):

 underthe liquidity agreement, Oddo Corporate Financepurchased 479,475 shares on behalf of Wendel; 269,424 shares were bought back and allocated to cover stock
option and performance share plans.

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#0):-)81<)4)6,#0):-074,-:;
Wendel share performance and dividend #0):-8:1+Date

Average closing price –1 monthIntraday highIntraday low

Average daily
trading volume

January 2020

120.87124.10116.705,802,707

February 2020

122.53127.50109.406,969,435
10,282,142

March 2020

83.58

113.4054.80

April 2020

76.18

84.70

66.30

4,196,291

May 2020

77.78

87.85

69.10

5,318,390

June 2020

86.49

97.85

79.60

5,985,498

July 2020

82.77

89.10

78.00

4,113,426

August 2020

85.73

89.50

78.10

4,192,320

September 2020

81.37

89.25

72.05

4,421,434

October 2020

80.27

84.25

73.10

4,065,783

November 2020

89.58

96.35

74.40

5,568,231

December 2020

97.55

100.3093.15

4,609,473

January 2021

99.14

102.4093.15

5,082,152

February 2021

96.69

101.3091.75

4,636,629

March 2021

101.58107.5095.40

6,441,884

April 2021

110.26112.40105.405,475,699

May 2021

113.66116.00110.304,975,919

June 2021

115.20117.20111.604,303,136

July 2021

111.34121.30105.505,016,321

August 2021

122.17124.80117.904,455,062

September 2021

122.30127.50118.505,037,227

October 2021

117.50122.60112.705,169,460

November 2021

111.66117.20100.605,197,206

December 2021

102.15107.4097.75

5,138,612

January 2022

101.96110.0093.10

5,055,195

February 2022

92.64

98.10

84.20

4,845,107

March 2022

88.85

96.20

75.60

6,097,554

April 2022

92.99

97.75

88.20

5,565,198

May 2022

91.50

97.35

86.00

5,617,972

June 2022

86.34

97.25

75.30

6,261,609

July 2022

83.65

90.90

77.85

3,091,619

August 2022

84.35

90.05

78.50

3,169,714

September 2022

76.19

81.95

70.45

4,319,430

October 2022

77.13

81.85

72.00

3,746,907

November 2022

85.18

89.05

77.15

4,689,114

December 2022

88.25

91.75

85.45

3,494,231

January 2023

95.10

100.2087.25

4,076,499

February 2023

100.85109.2096.05

5,351,317

March 2023

99.85

107.6092.00

5,661,567

418  - 2022 Universal Registration Document#0):-)81<)4)6,#0):-074,-:;
Financial communication policy8 16)6+1)4+755=61+)<1768741+A
The Investor Relations department acts as an interface between theGroup and its equity and bond investors. It aims to provide a clear
view on the Group’s results and strategy through its financial
communications. Wendel deploys a number of initiatives to keep its
shareholders, bondholders, French and international investors and

financial analysts well informed. It strives to offer to all market
participants clear, comprehensive and transparent information inreal time in order to give them an understanding of the Group’s
strategy, its positioning, its portfolio companies’ latest news and its
medium-term objectives.

6/716/16,-8<0,1)47/=-?1<0C<0-5):3-<

 Every year, the Investor Relations department organizes a Over the last eight years, the Group has also reinforced its

number of events for analysts and institutional investors, towhich industry-specialist journalists are invited: an analysts’
conference on the same day as the annual results are published,
an Investor Day, a quarterly conference call for the results or
trading updates and other ad hoc events to coincide withstrategic transactions such as acquisitions. The presentations arebroadcast live on the Group’s website, www.wendelgroup.com.
All of the information presented is made available on thewebsite on the day of publication and webcasts are available forone year.

dialogue with its equity investors and proxy advisors on
governance issues, through targeted events held in conjunction
with the General Secretary. Since 2019, Jacqueline Tammenoms
Bakker, Chairwoman of the Governance Committee, has alsochaired the events.

 Like every year, in December 2022 Wendel held its Investor Day,
which gives stakeholders the opportunity to meet and get toknow the unlisted companies in its portfolio and get an updateon its investment strategy. The 2022 edition was held both
digitally and physically from a television set, in the mostinteractive and condensed format possible. This was anopportunity for the executives of Constantia Flexibles, Stahl,
ACAMS and Crisis Prevention Institute to present the main areasof their strategy.

 Since 2009, Wendel has deployed a financial communication
policy for its bond investors, with the organization of “credit
updates” that mirror the roadshows and events offered to equity
investors.

 As begun in 2020, the Financial Communications department
organized and participated in ESG-focused financial
communication events. Accompanied by the Sustainable
Development and Communications department, it participatedin two conferences dedicated to ESG investors and was the firstFrench issuer to hold an ESG thematic conference organizedwith the French Society of Financial Analysts (SFAF).

 Throughout the year, the Investor Relations department holds
numerous events with institutional investors. In 2022, membersof the Executive Board and the Chief Financial Officer,
supported by the Investor Relations team, held 18 equity andcredit roadshows and participated in 11 brokers conferences in
the main global financial markets. In total, nearly 280 meetings
with equity and bond investors took place with investors from
17 different countries, mostly in France, the United Kingdom,
the United States and Germany.

 Wendel refers to principles defining our role as long-term
shareholder, drawn up in 2009.

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#0):-)81<)4)6,#0):-074,-:;
Financial communication policy ,-,1+)<-,8741+A.7:16,1>1,=)4;0):-074,-:;
In 2022, the Wendel Group pursued its communications policy
dedicated to the over 30,000 individual shareholders who
represent 21.6% of its share capital.
Wendel created a Shareholder Advisory Committee in 2009. It met
three times in 2022, by video conference at the beginning of theyear due to the health context, then in person. Composed of nine
members, its role is to obtain feedback from individual
shareholders on the media used to communicate with them: lettersto shareholders, the website, social media and the management
report. In this year of a return to in-person meetings, the committee
helped us to prepare this event and also continued to hold regular
discussions with us on how to adapt our various communication
tools, thus helping the Group to best meet the expectations of ourshareholders.

In 2022, Wendel also decided to resume its participation inregional shareholders' meetings, in order to meet its shareholders
as well as potential future individual shareholders. First in
Bordeaux, then in Nantes, Olivier Allot, Director of Financial
Communication and Christine Anglade Pirzadeh, Director of
Sustainable Development and Communication, had the pleasure ofpresenting Wendel's activity and holding discussions with around ahundred individual shareholders at each meeting.

 6.7:5)<17676<0-?-*;1<Wendel provides the financial community and its shareholders witha regularly updated Investors and a specific Individual shareholders
section on its website, www.wendelgroup.com. In particular, it
includes: financial presentations and press releases (“Results” section). All
public presentations are broadcast live on the Company’s
website and available to view for one year; the most recent Net Asset Value (NAV) published and themethodology used (“Net Asset Value” section);

420  - 2022 Universal Registration Document

 the Universal Registration Document and Half-Year Financial
report; information on bondholders (“Credit Investors” section); information

shareholders information

Meetingforindividual
shareholders” section);on Shareholders’Meetings” section).

(“Individual(“Shareholders’#0):-)81<)4)6,#0):-074,-:;
Financial communication policy





8

+)4-6,):

Q1 2023 Trading update and NAV – Publication of NAV as of March 31, 2023 (post-market release)

April 27, 2023

Shareholders’ Meeting

June 15, 2023

H1 2023 results – Publication of NAV as of June 30, 2023, and the condensed Half-Year consolidated financial
statements (post-market release)

July 27, 2023

Q3 2023 Trading update and NAV – Publication of NAV as of September 30, 2023 (post-market release)

October 26, 2023

2023 Investor Day

December 7, 2023 76<)+<;
WendelIndividual shareholders

2-4 rue Paul Cézanne, 75008 Paris (France)Toll-free number (from a landline in France): 0 800 897 067

Internet: www.wendelgroup.com

Christine Anglade Pirzadeh, Director of Sustainable Development
and Communication

Twitter: @Wendelgroup
E-mail: communication@wendelgroup.com

E-mail: c.angladepirzadeh@wendelgroup.com

Tel.: + 33 (0)1 42 85 30 00
Institutional investors and financial analysts
Olivier Allot, Director of Financial Communication and DataIntelligenceE-mail: o.allot@wendelgroup.com
Lucile Roch, Deputy Head of Financial Communications
E-mail: l.roch@wendelgroup.com

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8

#0):-)81<)4)6,#0):-074,-:;
Financial communication policy7+=5-6<;)>)14)*4-<7;0):-074,-:;)6,<0-8=*41+

In accordance with applicable law, the Company’s by-laws, minutesof Shareholders’ Meetings and certain other Company reports, aswell as historical financial information and other documents, may
be consulted at the Company’s registered office, at 2-4 rue Paul
Cézanne, 75008 Paris (France).
Pursuant to Article 19 of EU Regulation 2017/1129 of the European
Parliament and of the Council dated June 14, 2019, the following
information is incorporated by reference in this Universal
Registration Document: the key figures on page 32 as well as the consolidated financial
statements and corresponding audit report on pages 337-409 of
the 2020 Universal Registration Document filed with the AMF on
April 15, 2021, under number D. 21-0311;

 the key figures on page 32 as well as the consolidated financial
statements and corresponding audit report on pages 349-430 of
the 2021 Universal Registration Document filed with the AMF on
April 14, 2022, under number D. 22-0292.
Those sections of the 2020 and 2021 Universal Registration
Documents not incorporated herein by reference either do not
apply to investors or are covered in a section of this Universal
Registration Document.
In addition, all financial news and all information documents
published by Wendel are accessible on the Company’s website,www.wendelgroup.com.
Main press releases published by the Company in 2022 and inearly 2023:
March 22, 2023: Wendel announces the successful issue of €750m
of bonds exchangeable into ordinary shares of Bureau Veritas due
2026
March 22, 2023: Wendel launches a circa €750m issue of bonds
exchangeable into existing ordinary shares of Bureau Veritas due
2026
March 16, 2023: 2022 Full-Year Results
February 16, 2023: Wendel Growth invests in Brigad, an online
tool connecting self-employed professionals with hospitality andcare establishments
February 6, 2023: Stahl to strengthen and diversify specialty
coatings activity with acquisition of ICP industrial solutions group
January 11, 2023: Wendel confirms its inclusion in the DJSI Worldand Europe and rises in the CDP

422  - 2022 Universal Registration Document

January 4, 2023: Tadaweb,
Investment in Europe

WendelGrowth’s

December 1, 2022: Charles
appointed Managing Directors

GouletandXavierFirst

DirectLemonnierDecember 1, 2022: Wendel’s 21st annual Investor Day
October 28, 2022: 9 months 2022 Trading update
September 17, 2022: Laurent Mignon is appointed Group CEO,effective at the latest on January 1, 2023
July 29, 2022: Wendel half-year 2022 trading update and results
June 20, 2022: Wendel signed a binding offer for the sale of its
headquarter building
June 16, 2022: Implementation of the succession plan for the
Chairman of the Executive Board of Wendel
May 4, 2022: Wendel: Shareholders’ Meeting set for June 16, 2022
April 28, 2022: Q1 2022 Trading update
April 14, 2022: Availability of the 2021 Universal Registration
Document
March 22, 2022: Wendel launches its endowment fund, Wendel
Cares
March 18, 2022: 2021 Full-Year Results
March 11, 2022: Wendel Completes the Acquisition of ACAMS, theworld’s largest membership organization dedicated to fighting
financial crime
February 16, 2022: Sébastien Metzger appointed General Counsel
M&A and Finance of Wendel
January 24, 2022: Wendel to Acquire ACAMS, the world’s largest
membership organization dedicated to fighting financial crime
January 21, 2022: Sale of Cromology was completed
January 13, 2022: Successful issue of a €300 million 12-year bondissue bearing interest at 1.375%
January 13, 2022: Launch of a €300 million 12-year bond issue
January 13, 2022: Wendel steps up the development of theWendel Lab and names Jérôme Michiels, its Executive
Vice-President, to head it#0):-)81<)4)6,#0):-074,-:;
Information on the share capital8 6.7:5)<17676C<0-C;0):-C+)81<)4 )16;0):-074,-:;As of December 31, 2022, the share capital comprised
44,407,677 shares with a par value of €4 each, carrying 67,868,763
theoretical voting rights and 66,885,448 exercisable voting rights.
Double voting rights are granted to fully paid-up shares that havebeen registered in the name of the same shareholder for at least 2
years, regardless of the shareholder’s country of citizenship. As of
December 31, 2022, 23,461,086 shares had double voting rights.

To the best of the Company’s knowledge, the main shareholders as of December 31, 2022 were as follows:% of share capital

Wendel-Participations SE and related parties(1)39.6%Institutional investors outside France

32.4%

Individual shareholders

21.6%

Institutional investors in France

3.1%

Treasury shares

2.2%

Employees and members of the Executive Board

1.1%(1) In accordance with Article L. 233-10 of the French Commercial Code (Code de commerce), the data include Wendel-Participations SE, its
Chairwoman, Priscilla de Moustier, and Société Privée d’Investissement Mobiliers (SPIM).

To the best of the Company’s knowledge:

 no shareholder, other than Wendel-Participations SE, owns
more than 5% of the Company’s share capital;

 the members of the Supervisory Board and the Executive Board
hold or represent 1.02% of the share capital and 1.26% of thetheoretical voting rights (including the Wendel shares held
indirectly by the members of the Executive Board via the FCPE
Wendel mutual fund).

There are no debt securities or other rights, convertible bonds,
exchangeable bonds and/or bonds redeemable in shares that giveor could give access to the Company’s share capital except for
stock options (subscription and/or purchase) and any future
performance share plans.
There are no shares that do not represent capital, such as foundershares or voting rights certificates.

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#0):-)81<)4)6,#0):-074,-:;
Information on the share capital 76<:74416/4-/)4-6<1<1-;7:C16,1>1,=)4;
 presence of 40% of independent members on the Supervisory

Wendel-Participations SE

Board (excluding members representing employees);

Presentation

 appointment of an independent member as Lead Member ofWendel-Participations SE is a holding company that holds Wendel
shares.
Wendel-Participations SE
is
owned
by
around1,250 Wendel family individuals and legal entities. The purpose of
Wendel-Participations SE is to: the invest and manage its own funds and acquire (or sell)

Economic and financial ties with Wendel

investments;

 own (through purchase, subscription at issue, exchange or any
other means) and manage any French or foreign listed or
unlisted securities, whether moveable or immoveable, andengage in any type of short, medium or long-term capitaltransactions;

 take part in any investments in collective investment funds,
whether movable or immovable; create,coordinate and manage all commercial or civil
companies; preserve the financial and non-financial interests of the Wendel
family, as well as the Wendel name or trademark and the logos
associated with this name and trademark, which may not be
used otherwise than by the Company without the express
authorization of its Board of Directors;

 any actions aimed at promoting or strengthening familycohesion;

 advisory and other services in the field of wealth management
solely for the Company’s shareholders and in compliance withapplicable laws; and generally, any commercial, industrial, financial, investment orreal estate operations directly or indirectly related, in whole or inpart, to the above-mentioned activities.

chairs of the Supervisory Board
independent members of the Board.

Committees

areThere are no significant economic and financial ties between
Wendel-Participations SE and Wendel other than those related tothe holding of shares (dividends) and the following agreements(described in section 9.1.1 of the Universal Registration Documentin the Statutory Auditors’ special report):

 a memorandum of understanding on the use of the name“Wendel” as well as a license agreement on the trademark“Wendel”, modified by amendments dated October 25, 2013,
December 8, 2015, March 21, 2018, February 18, 2020,
September 17, 2020, February 12, 2021, February 11, 2022 andDecember 8, 2022;

 anadministrative assistance agreement modified
amendments dated February 12, 2021 and March 16, 2023;by a services agreement under which Wendel provides services to
Wendel-Participations SE in the fight against corruption (theso-called “Sapin II” law) and country-by-country tax reporting(“CBCR”), modified by amendments dated January 17, 2019,
December 1, 2020, and March 16, 2023;

 an agreement to rent premises (rue Taitbout) in force until
March 31, 2023;

 an agreement to sublet the new premises (rue Paul Cézanne),
dated March 16, 2023;

 an agreement to sell furniture and provide technical equipment
in connection with the move to the new premises, dated
March16, 2023;

Wendel’s control structure
As of December 31, 2022, Wendel-Participations SE (and relatedparties) had a controlling interest in Wendel with 39.59% of its
share capital, 51.81% of its theoretical voting rights and 52.57% of
its exercisable voting rights.
ThefollowingmeasuresWendel-Participations SE overappropriately:

the Supervisory Board;

ensurethat
the Company

controlbyis exercised management and oversight are separated through a two-tiered
structure, with an Executive Board and a Supervisory Board;424  - 2022 Universal Registration Document

 a one-time mandate to sell furniture and works of art inconnection with the move, dated February 15, 2023;

 a deposit agreement for works of art dated March 16, 2023.

8#0):-)81<)4)6,#0):-074,-:;
Information on the share capital #1/61.1+)6<+0)6/-;16;0):-7?6-:;018)6,>7<16/:1/0<;
16C<0-C4);< A-):;
Situation as of Dec. 31, 2022 Situation as of Dec. 31, 2021 Situation as of Dec. 31, 2020
Share capital

Voting rights

Share capital

Voting rights

Share capital

Voting rights

Wendel-Participations SE(1)

39.6%

52.6%

39.3%

52.3%

39.3%

52.4%

First Eagle

4.4%

2.9%

4.3%

2.9%

4.5%

3.0%

Treasury shares (registered shares)

2.1%

-

2.3%

-

1.9%

-

Group savings plan

0.8%

1.0%

0.8%

0.9%

0.7%

0.9%

Other shareholders (institutional and individual)

53.1%

43.5%

53.4%

44.0%

53.7%

43.9%

21.6%

21.8%

20.4%

21.3%

18.8%

20.4%

44,407,677

66,885,448

44,747,943

66,781,482

44,719,119

66,590,781

of which individual shareholders
TOTAL SHARES AND
EXERCISABLE VOTING RIGHTS

Voting rights are calculated based on the exercisable voting rights as of that date.
(1) In accordance with Article L. 233-10 of the French Commercial Code, the data include Wendel-Participations SE, its Chairwoman, Priscilla deMoustier, and Société Privée d’Investissement Mobiliers (SPIM).

As is the case every year, a survey was conducted in February 2023
to identify the shareholders of Wendel as of December 31, 2022.
There was relatively little change during the year in Wendel’sshareholder breakdown, with a slight decrease in French
institutional investors (3.1% vs. 3.5% as of December 31, 2021), andin foreign institutional investors (32.4% vs. 33.4% as ofDecember 31, 2021). The number of individual shareholders
increased to 30,315, with their stake in the share capital rising to
21.6% from 20.4% the previous year.

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#0):-)81<)4)6,#0):-074,-:;
Information on the share capital 0)6/-;16;0):-+)81<)416C<0-C4);<C A-):;

Date of change
in the share capital

Type oftransaction

Change in
the numberof shares

Situation as ofDecember 31, 2018
Exercise ofsubscription
options
Issue of shares
reserved for
employees
Cancellationof shares

Change insharepremiums(in euros)

46,301,591

4

83,800185,206,364

313,41251,253,753

26,05546,327,646

4

104,220

185,310,584

2,017,178

53,270,931(1,645,338)

44,682,308

4 (6,581,352)

178,729,232-

53,270,931

44,682,308

4

178,729,232

-

-

-

-

-

-

-

36,811

44,719,119

4

147,244

178,876,476

2,068,778

55,339,709

-

-

-

-

-

-

-

44,719,119

4

-

-

-

-

-

-

-

28,82444,747,943

4

115,296

178,991,772

2,194,496

57,534,205

-

-

-

-

-

-

-

44,747,943

4-

Situation as ofDecember 31, 2020
Exercise ofsubscription
options

Cancellationof shares
Situation as ofDecember 31, 2021
Exercise ofsubscription
options--

Cancellationof shares(377,323)

44,370,620

37,057Situation as ofDecember 31, 2022

426  - 2022 Universal Registration Document

185,122,564

Amount ofshare andmergerpremiums

20,950Cancellationof shares

Share issue
reserved for the
FCPE Wendel
mutual fundAmount of theshare capital(in euros)

4

Exercise ofsubscription
options

Share issue
reserved for the
FCPE Wendel
mutual fundChange inthe share
capital(in euros)

46,280,641

Situation as ofDecember 31, 2019

Share issue
reserved for the
FCPE Wendel
mutual fundNumber ofsharescomprising
the share Par value
capital (in euros)

50,940,341

53,270,931

178,876,476

55,339,709

178,991,772

-

-

-

4 (1,509,292)

177,482,480 (37,320,329)

20,213,876

44,407,677

4

177,630,708

22,238,300

44,407,677

4

148,228-

57,534,205

177,630,708

2,024,424

22,238,300

#0):-)81<)4)6,#0):-074,-:;
Information on the share capital



8

?6-:;018<0:-;074,,1;+47;=:-;

Since the publication of the 2021 Universal Registration Document, no ownership threshold disclosures have been published by the AMF.

!4-,/16/7.1;;=-:E;;0):-;To the best of the Company’s knowledge, 80,616 registered Wendel shares (in either pure or administered form) were pledged as collateral
as of December 31, 2022.

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8

#0):-)81<)4)6,#0):-074,-:;
Information on the share capital16)6+1)4)=<07:1B)<176;

8.3.7.1 Existing financial authorizations and use thereof
As of December 31, 2022, the following financial authorizations were in effect:
Authorization

AGM date(resolution no.)Period andexpiration date

Authorized nominal amountor % of share capital

Amount used as ofDecember 31, 2022

A. Issue of shares or other securities giving access to the share capital
June 16, 2022
17th resolution

August 16, 2024

40% of the share capital- By way of a public offering, with waiver

June 16, 2022
18th resolution

26 months
August 16, 2024

10% of the share capital- By way of a private placement, with

June 16, 2022
19th resolution

26 months
August 16, 2024

10% of the share capital- Pricing in the event of a public offering

June 16, 2022
20th resolution

26 months
August 16, 2024--

June 16, 2022
21st resolution

26 months
August 16, 2024

15% of the initial issue-

June 16, 2022
22nd resolution

26 months
August 16, 2024

10% of the share capital- In the event of a public exchange offer

June 16, 2022
23rd resolution

26 months
August 16, 2024

10% of the share capital- Capitalization of reserves

June 16, 2022
24th resolution

26 months
August 16, 2024

50% of the share capital-

June 16, 2022
25th resolution

Overall ceiling: 100% of
the share capital (17th,
18th, 19th, 20th, 21st, 22nd,
23rd and 24th resolutions)Sub-ceiling: 10% of the
26 months
share capital (18th, 19th, 20th,st
August 16, 2024 21 , 22nd and 23rd resolutions)- With preferential subscription rights

of preferential subscription rights

waiver of preferential subscription rights
or a private placement

 Greenshoe option
 As consideration for securities(contributions in kind) Overall authorized ceiling

26 months

B. Authorization of a share buyback program and share cancellations
 Share buybacks

June 16, 2022
15th resolution

14 months
August 16, 2023

10% of the share capital.
Max. price: €250 per share

1.69% of the share capital
748,899 shares Cancellation of shares

June 16, 2022
16th resolution

26 months
August 16, 2024

10% of the share capital per
24-month period

0.84% of the share capital(377,323 shares)June 16, 2022
26th resolution

14 months
August 16, 2023

€150,000€148,228(37,057 shares)June 16, 2022
27th resolution

14 months
August 16, 2023

1% of the share capital(common ceiling for options 0.247% of the share capitaland performance shares)(109,658 options)

June 16, 2022
28th resolution

14 months
August 16, 2023

1% of the share capital(common ceiling for options 0.495% of the share capitaland performance shares)(219,637 shares)

C. Employee shareholding Group savings plan
 Stock options(subscription and/or purchase) Free shares

428  - 2022 Universal Registration Document#0):-)81<)4)6,#0):-074,-:;
Information on the share capital8

8.3.7.2 Financial authorizations proposed to the Shareholders’ Meeting of June 15, 2023
AGM date(resolution no.)Period andexpiration date

Authorized nominal amountor % of share capital

June 15, 2023
19th resolution

14 months
August 15, 2024

10% of the share capital.
Max. price: €250 per share Group savings plan

June 15, 2023
20th resolution

14 months
August 15, 2024

€200,000

14 months

 Stock options (subscription and/or purchase)

June 15, 2023
21st resolution

August 15, 2024

1% of the share capital (common ceilingfor options and performance shares)

 Free shares

June 15, 2023
22nd resolution

14 months
August 15, 2024

1% of the share capital (common ceilingfor options and performance shares)

Authorization

A. Authorization of a share buyback program Share buybacks

B. Employee shareholding

The resolutions submitted for the approval of the Shareholders’ Meeting of June 15, 2023 will supersede, up to the amounts not used at thatdate, the previous authorizations and delegations with the same purpose.

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#0):-)81<)4)6,#0):-074,-:;
Information on the share capital

#0):-*=A*)+3

8.3.8.1 Legal framework

8.3.8.2 Liquidity agreement

In its 15th resolution, the Shareholders’ Meeting of June 16, 2022
authorized the Company to set up a share buyback program
covering up to 10% of the number of shares comprising the sharecapital at the time of the buybacks, for a period of 14 months. The
maximum purchase price under the authorization is €250.

Under the liquidity agreement, between January 1, 2022 andDecember 31, 2022, Oddo BHF:

Accordingly, the Executive Board was authorized to buy back anumber of shares representing a maximum of 10% of the sharecapital, i.e., 4,474,794 shares on the date on which authorization
was granted.

 sold on Wendel’s behalf 475,367 shares for a total amount of

In accordance with applicable regulations and market practices
permitted by the AMF, the objectives of the share buyback
program were as follows: purchased on Wendel’s behalf 479,475 shares for a total
amount of €41,189,905.9 and an average per-share amount of€85.9063;€40,938,812.3 and an average per-share amount of €86.1204.
As of December 31, 2022, the liquidity account entrusted by theCompany to Oddo BHF had:

 61,832 shares; €3,701,329.17.

 to make a market in and ensure the liquidity of the Company’s
shares under a liquidity agreement that complies with market
practices permitted by the AMF;

 to implement stock purchase option plans, in accordance with
Articles L. 225-177 et seq. of the French Commercial Code; to allocate free shares, in accordance with Articles L. 225-197-1
et seq. of the French Commercial Code; to deliver shares on the exercise of rights attached to securities
giving access to the Company’s share capital immediately or at alater date; to retain and subsequently deliver shares (in exchange, as

8.3.8.3 Implementation of stock option
and performance share plans
From January 1, 2022 to December 31, 2022:

 402,618 previously bought back shares were reallocated tocover stock option and performance share plans. They werereallocated for a gross amount of €36,562,747 and an average
per-share amount of €90.8125;

 269,424 shares were bought back and allocated to cover stock
option and performance share plans. They were bought back fora gross amount of €24,999,806.07 and an average per-shareamount of €92.7898;

payment or other) for external growth transactions, mergers,
spin-offs or asset contributions, subject to prior authorization by
the Supervisory Board; 30,350 treasury shares were delivered on the exercise of stock to allocate or sell shares as part of the Group’s profit-sharing

options, for a gross amount of €2,087,783.60 and an average
per-share amount of €68.79.

program and any Group savings plan as provided for by law, inparticular Articles L. 3332-1 et seq. of the French Labor Code
(Code de travail); to cancel all or part of the shares bought back, subject to theprior authorization of the Supervisory Board, in the context of
the authorization of the Shareholders’ Meeting.
The program is also designed to allow the Company to pursue anyother purpose that has been or may be authorized by applicablelaws and regulations or by any market practice that may bepermitted by the AMF. In such case, the Company would inform its
shareholders via a press release.

430  - 2022 Universal Registration Document

8.3.8.4 Delivery of shares for external growthtransactions, mergers, spin-offs
or asset contributions
None of the shares bought back between January 1, 2022 andDecember 31, 2022 were allocated to this objective.

#0):-)81<)4)6,#0):-074,-:;
Information on the share capital

8.3.8.5 Cancellation of shares8

8.3.8.6 Summary of transactionsin shares held by the Company
as of December 31, 2022

From January 1, 2022 to December 31, 2022:

 120,121 previously bought back shares were reallocated for the
purpose of a capital reduction. They were reallocated for a grossamount of €10,908,488.31 and an average per-share amount of€90.8125;

The Company did not buy back or sell shares for any purposes
authorized under the program other than those described in
section 8.3.8.1 above.

 Wendel reduced its share capital by €1,509,292 by canceling

Wendel did not use any derivative instruments in the context of theshare buyback program.

377,323 shares.

In the 24 months preceding December 31, 2022, Wendel canceled
377,323 shares.
As of December 31, 2022, the Company held 983,315 treasury
shares, i.e. 2.21% of the share capital.

Summary of transactions by the Company in its own sharesfrom January 1 to December 31, 2022
Cumulative gross amounts in 2022

Number of shares
Average maximum maturity
Average transaction price
Average exercise price
AMOUNTS

Purchases

Sales/Transfers

748,899505,717--€88.38€85.08--€66,189,711.97€43,026,595.90

Open positions as of December 31, 2022
Open long positions

Open short positions

Calls purchased

Puts issued

Forward purchases

Calls issued

Puts purchased

Forward sales

-

-

-

-

-

-

-

-

-

-

-

-

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#0):-)81<)4)6,#0):-074,-:;
Information on the share capital

8.3.8.7 Description of the share buyback
program submitted for approval to the
Shareholders’ Meeting of June 15, 2023
In the 19th resolution to be submitted to the Shareholders’ Meetingof June 15, 2023, the shareholders will be asked to approve a newshare buyback program in accordance with Article L. 22-10-62 of
the French Commercial Code, Title IV of Book II of the AMF General
Regulations, European Regulation No. 596/2014 of the European
Parliament and of the Council on market abuse and Commission
Delegated Regulation (EU) 2016/1052 of March 8, 2016 on theconditions applicable to buyback programs and stabilization
measures.
Under the program, shares may be bought for any of the following
purposes: to make a market in and ensure the liquidity of the Company’s
shares under a liquidity agreement that complies with market
practices permitted by the AMF;

 to implement stock purchase option plans as defined in
Articles L. 22-10-56 et seq. of the French Commercial Code; toallocate free shares pursuant to the provisions
Articles L. 22-10-59 et seq. of the French Commercial Code;of to deliver shares on the exercise of rights attached to securities
giving access to the Company’s share capital immediately or in
the future; to hold and subsequently deliver shares (in exchange, as
payment or otherwise) in the context of external growthtransactions, mergers, spin-offs or asset contributions, subject toprior authorization by the Supervisory Board; to allocate or sell shares as part of the Group’s profit-sharing
program and any Group savings plan as provided for by law, inparticular Articles L. 3332-1 et seq. of the French Labor Code;432  - 2022 Universal Registration Document

 to cancel all or part of the shares bought back, subject to theprior authorization of the Supervisory Board, pursuant to theauthorization of the Shareholders’ Meeting; this program is also intended to allow the Company to pursue
any other purpose that has been or may be authorized bylegislation or regulations in force, or by any market practice that
may be allowed by the AMF. In such a case, the Company would
inform its shareholders by means of a press release.
The number of shares bought back under the authorization to be
granted to the Executive Board may not exceed 10% of the sharecapital at the time of the buyback. For information purposes, as ofDecember 31,
2022
theauthorization
represented
4,440,767 shares, i.e., a maximum theoretical investment of€1,110,191,750 based on the maximum buyback price of €250 per
share (excluding trading fees).
Pursuant to Article L. 225-210 of the French Commercial Code, theCompany has made a commitment to keep its holding, both direct
and indirect, within the limit of 10% of the share capital. As of
December 31, 2022, the number of Wendel shares held by theCompany was 983,315. Given the shares already held in treasury,
the Company would be able to buy back 3,457,452 shares, or
7.79% of the share capital, for a maximum amount of €864,363,000
based on the maximum buyback price of €250. The Company
reserves the right to pursue the program to the full extent of its
authorization.
The share buyback authorization will be valid for a period of
14 months from the June 15, 2023, Shareholders’ Meeting, i.e. until
August 15, 2024.

#0):-)81<)4)6,#0):-074,-:;
Information on the share capital8$:)6;)+<176;16758)6A;-+=:1<1-;*A+7:87:)<-7..1+-:;

Summary of transactions in Company shares, pursuant to Article L. 621-18-2 of the French Monetary and Financial Code (Code monétaire etfinancier), carried out by persons with executive responsibilities(1) during 2022 and having been the subject of a declaration:

Name and function

Type of financial instrument Type of transaction

Number of shares

FCPE units“Relais Wendel 2022”

Subscription

Options

Exercise

9,500

Shares

Sale

9,000

David Darmon,
Member of the Executive Board, CEO

FCPE units“Relais Wendel 2022”

Subscription

15,331.8190

Sophie Tomasi Parise,member of the Supervisory Board representing employees

FCPE units“Relais Wendel 2022”

Subscription

3,317.9850

SharesPurchase

2,000

André François-Poncet,
Group CEO up to December 1, 2022

William Torchiana,
Supervisory Board member

15,972.6470(1) Including transactions carried out by persons closely related to them within the meaning of European Regulation No. 596/2014 on market abuse.

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#0):-)81<)4)6,#0):-074,-:;
Information on the share capital

#0):-074,-:;E)/:--5-6<;

8.3.10.1 Commitments relating to Wendel’sshare capital
The Company was informed of the two-year lock-up agreements(Pactes Dutreil) entered into between Wendel-Participations SE,
Société d’Investissement Privée Mobiliers (SPIM) and certain
individual shareholders pursuant to Article 787 B of the French Tax
Code (Code général des impôts) (Pactes Dutreil). The agreements,
dated December 7, 2020, February 8, 2022 and December 9, 2022,
respectively for 36.14%, 36.42% and 35.73% of the share capital atsaid dates, were still in force as at December 31, 2022.
In addition to a commitment to hold shares for a certain period, theagreements also grant a right of first refusal to
Wendel-Participations SE and SPIM. The shareholders party to theagreements are not considered to be acting in concert.
As required by Articles 787 B of the French Tax Code and L. 233-11of the French Commercial Code, the agreements have been
notified to the AMF.
Other holding obligations in respect of Wendel shares are listed in
section 2.1.8.1, under “Restriction on the sale of Wendel shares bySupervisory and Executive Board members”.

8.3.10.2 Shareholders’ agreements andgovernance agreements entered intoby the Wendel Group
The Wendel Group is party to a number of agreements governing
its relationships with its co-investors, whether co-investors in its
subsidiaries or holding companies (ACAMS, Constantia Flexibles,
Crisis Prevention Institute, IHS, Stahl, Tarkett and direct investments
via Wendel Growth) or managers (or former managers) of
subsidiaries, relating to mechanisms aimed at aligning theirinterests with their respective companies’ performance (ACAMS,
Constantia Flexibles, Crisis Prevention Institute, Stahl, Tarkett anddirect investments via Wendel Growth). The agreements containvarious clauses related to: corporate governance (composition of governing bodies, veto

 exit terms in the event of a sale (tag-along and drag-alongrights) or IPO; and non-competitionand priority undertakings for acquisition

opportunities.
The shareholders’ agreement relating to Constantia Flexibles also
includes, for the benefit of the H. Turnauer Foundation (from thefounding family of Constantia Flexibles), an option to request,
between 2020 and March 2023, that an IPO or share buyback
process by refinancing of the Group be launched, aimed atensuring the priority liquidity of its stake. In the absence of liquidity
at the end of this process, the Wendel Group granted theH.Turnauer Foundation a put option at market value on half of its
initial investment, payable in two tranches in cash or in Wendel
shares, at the Wendel Group’s discretion. As of December 31,
2022, the right had not been exercised by the H. Turnauer
Foundation. The commitment is recognized in financial liabilities inaccordance with the accounting principles applicable to minorityputs.
In addition, as part of the IHS IPO on October 14, 2021, the Wendel
Group entered into a commitment covering the sale of IHS
securities on the market by releasing successive tranches of 20%
every 6 months as from mid-April 2022 until the 30th monthfollowing the IPO.
With respect to Tarkett, the shareholders’ agreement includes anundertaking by the Wendel Group not to sell Tarkett Participation
shares during the first years of its investment, subject to the usual
exceptions.
The agreements with the management teams (managers or former
managers) of subsidiaries (ACAMS, Constantia Flexibles, Crisis
Prevention Institute, Stahl, Tarkett and direct investments via
Wendel Growth) also contain provisions relative to: the right to monetize their co-investment in successive tranches,in the absence of a sale or IPO beyond a certain period(between the 6th anniversary and the 12th anniversary of thecompletion of the co-investment, depending on the agreement
in question); andrights on certain strategic decisions and rights to information);

 the handling of executive departures (commitment to sell shares terms of share transfers (lock-up periods, pre-emptive rights andin the event of the departure of an executive from a subsidiary
and/or commitment to buy shares in certain specific cases).

rights of first refusal, ban on selling to certain individuals);

 anti-dilution rules in the event of transactions involving the sharecapital;434  - 2022 Universal Registration Document

Co-investment terms for senior managers in the subsidiaries aredescribed in greater detail in note 5-2 “Participation of investees’
management in the performance of their companies” to the 2022
consolidated financial statements.

#0):-)81<)4)6,#0):-074,-:;
Information on the share capital8

As part of the liquidity undertakings under the agreements, in theabsence of a liquidity event (sale or IPO) before certain
predetermined dates, the Wendel Group (depending on thesituation, Wendel’s holding companies or the portfolio companies
themselves) may be required to buy back or guarantee thebuyback of the shares held by subsidiary managers (or former
managers) in Constantia Flexibles, Crisis Prevention Institute, Stahl
and Tarkett. The value applied to the liquidity undertakings is themarket value determined by the parties, depending on the case, byapplying a predetermined method or an independent appraiser.

agreements, the value of the portion of the pari passu investments
made under the same risk and return conditions as Wendel by all
the subsidiary or Wendel co-investing managers holding liquidity
rights granted by the fully consolidated companies was €37 million.
The value of the portion of non-pari passu investments ofco-investing subsidiary managers and Wendel managers benefitingfrom liquidity rights granted by the fully consolidated companieswas €43 million. These amounts do not include any unpaid
amounts owed to the co-investors on investments sold or automatic
liquidities.

Liquidity mechanisms are also provided for Wendel managers with
exposure, under co-investment mechanisms, to ACAMS, Constantia
Flexibles, Crisis Prevention Institute and direct investments via
Wendel Growth (see note 5-1 “Participation of Wendel’s teams in
the Group’s investments” to the 2022 consolidated financial
statements).

In accordance with Group accounting principles, a portion of theseamounts is recognized in liabilities for €23 million. The accounting
principles applicable to co-investments are described in note
1-8.19 “Accounting treatment of mechanisms for the participationof management teams in the Group’s investments”.

As of December 31, 2022, based on the value of the investments
included in the Net Asset Value (NAV) or, where appropriate, on
the basis of the price formulas or appraisals provided for in the

The value of co-investment and liquidity undertakings varies withthe value of each investment. As a result, they may be lower (or nil)or higher in future years.

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Pursuant to Article L. 22-10-11 of the French Commercial Code, tothe best of the Company’s knowledge, the factors likely to have an
impact in the event of a takeover bid are as follows: as of December 31, 2022, Wendel-Participations SE (and relatedparties) held 39.59% of the share capital, 51.81% of thetheoretical voting rights and 52.57% of the exercisable voting
rights of Wendel SE; if Bureau Veritas, which is listed on Euronext Paris and in which
Wendel held 35.55% of the share capital and 51.70% of thetheoretical voting rights as of December 31, 2022 were deemed
to be a key asset, the initiator of a takeover bid on Wendel could
be required to file a public offer for Bureau Veritas (as a listed
subsidiary of a target issuer) pursuant to Article L. 433-3, III of
the French Monetary and Financial Code; agreements authorizing the Company and its international
locations to use the last name “Wendel” and the “Wendel”
trademark: these agreements contain a termination clause in theevent that Wendel-Participations SE’s interest in the Company
falls below 33.34% of the share capital for one hundred andtwenty consecutive days (see section 9.1.1 – Statutory Auditors’
special report on related-party agreements);

 the granting of double voting rights to fully paid-up shares thathave been registered with the Company for at least 2 years in
the name of the same shareholder (see section 8.4.4.3 – Voting
rights and acquisition of double voting rights);

 change-of-control clauses in bond indentures and certain loan
agreements of Wendel and its subsidiaries (see note 7.2“Liquidity risk” to the consolidated financial statements(section 6.7 of the Universal Registration Document));

 right of first refusal: the lock-up agreements entered into bycertain shareholders grant a right of first refusal to
Wendel-Participations SE or SPIM (see section 8.3.10 –Shareholders’ agreements above); appointment of members of the Executive Board: members of
the Executive Board are appointed by the Supervisory Board, of
which 40% are independent members and 60% are members of
the Wendel family (excluding members representing
employees); changes to the by-laws: prior authorization from the Supervisory
Board is required to amend the by-laws; disclosures of the ownership thresholds set out in the by-laws: a
disclosure must be made every time the number of shares
and/or voting rights held by a shareholder increases ordecreases by 2% of the share capital.

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#0):-)81<)4)6,#0):-074,-:;
Information on the Company and main provisions of the by-laws 6.7:5)<17676<0-758)6A)6,5)168:7>1;176;
7.C<0-C*A4)?; -6-:)416.7:5)<176
Company name

Legal entity identifier (LEI)

Wendel969500M98ZMIZYJD5O34

Registered office

Legal structure and applicable legislation

Until March 31, 2023: 89 rue Taitbout, 75009 Paris, France

Wendel is a European company with an Executive Board and aSupervisory Board since July 2015, pursuant to a decision of the
Shareholders’ Meeting of June 5, 2015. It is governed by European
and French legal and regulatory provisions that are or will be inforce.

From April 1, 2023: 2-4 rue Paul Cézanne, 75008 Paris, France
Telephone: +33 1 42 85 30 00
Website: www.wendelgroup.com
Please note that the information on the website is not part of this
Universal Registration Document.

Registration

Fiscal year
The fiscal year runs for 12 months, beginning on January 1 of eachyear.

The Company is registered with the Paris Trade and Companies
Register (Registre du commerce et des sociétés) under
number 572 174 035. Its APE code is 7010Z.

Access to legal documents
and regulated information

Incorporation date and term

Legal documents relating to the Company may be viewed at theregistered office. Ongoing and periodic regulated information may
be viewed on the Company’s website, at www.wendelgroup.com,
in the section “Regulated information”.

The Company was formed on December 4, 1871, for a period of
99 years, subsequently extended to July 1, 2064, barring a new
extension or early dissolution.

436  - 2022 Universal Registration Document#0):-)81<)4)6,#0):-074,-:;
Information on the Company and main provisions of the by-laws

8 )168:7>1;176;7.<0-*A4)?;
Wendel’s by-laws may be viewed on the Company’s website, atwww.wendelgroup.com,
under
the
heading“Regulated
information”.

8.4.2.1 Purpose of the Company
Pursuant to Article 3 of the by-laws, the Company has the following
purpose, in all countries, directly or indirectly:

 equity

holdings in industrial, commercial and financial
companies of any nature through the creation of newcompanies, transfers of subscriptions or purchases of shares orownership rights, mergers, alliances, partnerships or otherwise;
any disposals, exchanges or other operations concerning theseshares, ownership rights or equity interests;

 the purchase, rental and operation of any equipment; the acquisition, sale and commercial use of any processes,
patents, or patent licenses;

 the acquisition, operation, sale or exchange of any real estate orreal estate rights; and generally, any commercial, industrial, financial, investment andreal estate operations directly or indirectly related to theabove-mentioned activities or to any similar or connected
activities.

8.4.2.2 Appropriation of net income
Article 27 of the by-laws provides for the following:I.

at least 5% of net income for each year, less any losses carriedforward from prior years, is credited to the legal reserve until
such time as the legal reserve represents one-tenth of sharecapital, as well as any amount credited to reserves pursuant toapplicable legislation.
Distributable earnings include net income for the year plus any
retained earnings carried forward from prior years.
Of this amount, shareholders may decide in their Annual
Meeting, on the recommendation of the Executive Board, todeduct:the amounts they consider should be allocated to any special
reserve account,

II. any remaining balance is distributed to shareholders, less thesum allocated to retained earnings;
III. on the condition that all earnings available for distribution havebeen allocated in the form of dividends and on therecommendation of the Executive Board, shareholders at their
Ordinary Meeting may allocate any amounts transferred fromthe share premium account;
IV. as an exception to the provisions of the present article, funds
may be allocated to the special employee profit-sharing reserve
under the terms and conditions set by law;
V. dividends are paid in the form and at the times determined byshareholders at their Ordinary Meeting or by the Executive
Board with the authorization of shareholders at their Ordinary
Meeting in accordance with applicable legislation. The
Executive Board may decide to distribute an interim dividend
before the approval of the financial statements for the year, in
accordance with applicable legislation.
The shareholders, convened in their Annual Meeting toapprove the year’s financial statements, may, on therecommendation of the Executive Board, offer eachshareholder, for all or a part of the dividend (or the interim
dividend) being distributed, the choice between the paymentof the dividend (or interim dividend) in cash or in shares under
the terms and conditions defined by law;
VI. the shareholders, convened in their Ordinary Meeting, may alsodecide to distribute earnings, reserves or share premium
amounts in kind, in particular by distributing marketablesecurities from among the assets on the balance sheet of theCompany, with or without a cash option. The shareholders may
decide that the rights comprising fractional shares will not be
negotiable or transferable, notwithstanding the provisions ofArticle 11.III of the by-laws. In the event marketable securities
are distributed from among the assets on the balance sheet of
the Company, the shareholders may decide that, if the amountof the dividend does not correspond to a whole number of
securities, the shareholder will receive the whole number of
securities immediately below plus a cash payment for thebalance.
In accordance with the law, dividends not claimed within 5 years
from the date on which they were to be paid are forfeited and theamounts paid over to the State.

 the sum required to serve a revenue on shares based on theamount of paid-up, non-repaid capital within the limit of 5%
per year, the amounts they consider should be allocated to the generalreserve or to share capital repayment; - 2022 Universal Registration Document

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Information on the Company and main provisions of the by-laws

8.4.2.3 Provisions of the by-laws applicable
to members of the Executive Board

8.4.2.5 Ownership thresholds that must be
disclosed to the Company

See section 2.1.5 – The Executive Board and its operations.

In accordance with Article L. 233-7 of the French Commercial Codeand Article 28 of the by-laws, any individual or legal entity, acting
alone or in concert with other shareholders, who comes to own anumber of shares or voting rights representing more than 2% of theshare capital or voting rights, or any multiple thereof, is required toso inform the Company within four trading days of crossing thisthreshold.

8.4.2.4 Provisions of the by-laws applicable
to members of the Supervisory Board
See section 2.1.1 – The Supervisory Board and its operations.

The same disclosure requirements apply when the number ofshares or voting rights held is reduced to below the 2% thresholdor any multiple thereof.
Non-compliance with this disclosure requirement is sanctioned, asprescribed by law, by the deprivation of voting rights for thoseshares exceeding the fraction that should have been disclosed, for
all Shareholders’ Meetings held within two years of the date on
which the failure to give proper notice to the Company wasrectified. The sanction is applied at the request (recorded in theminutes of the Shareholders’ Meeting) of one or more shareholders
holding at least 2% of the number of shares or voting rights.

 )166-?16>-;<5-6<;)6,)+9=1;1<176;7.+76<:74416/16<-:-;<;
Wendel’s investment activities generate a certain degree of
portfolio turnover. Over the past 3 years, the main investments anddivestments have been as follows:
In 2020: sale of the balance of Wendel’s stake in Allied Universal for
additional net proceeds of approximately $196 million (before
contingent consideration) in April 2020 and delivery by Wendel
and Tsebo shareholders of their shares to the investment units of
the Company’s senior creditors as part of a voluntary transaction
completed in December 2020.
In 2021: buyback of Tarkett shares in partnership with the
Deconinck family for a total amount invested by Wendel of€221.7 million in 2021; IHS listing on the New York Stock Exchange
finalized in October 2021.

In 2022 and early 2023: sale of Cromology to Dulux Group for a net
cash amount of €896 million completed in January 2022;
acquisition of ACAMS (Association of Certified Anti-Money
Laundering Specialists) for an amount invested by Wendel ofapproximately $338 million finalized in March 2022; acquisition
through its investment arm Wendel Growth of minority interests in
Brigad for an amount of €7 million and in Tadaweb for an amountof €15 million, finalized in February 2023, and signing of anagreement to invest up to €15 million in Preligens in March 2023.
For more information on the Company’s investment activities in
2022, see Chapter 1 and the changes in the scope of consolidation
presented in the notes to the consolidated financial statements in
Chapter 6.
Press releases on Wendel’s transactions are posted on its website,at www.wendelgroup.com, under the heading “Regulated
information”.

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Information on the Company and main provisions of the by-laws

8 7?<7<)3-8):<16<0-#0):-074,-:;E--<16/
All shareholders have the right to participate in Shareholders’Meetings under the conditions laid down by the law.

registered on his or her behalf on the second business day
preceding the meeting, at midnight, Paris time: for holders of registered shares: in the registered securities

8.4.4.1 Notice of meeting
Article 25 I of the by-laws provides for the following:
Shareholders’ Meetings are convened and held as prescribed by
European regulations and French laws in force that are applicable
to a European company.
They are held at the Company’s registered office, or at anotherlocation, as indicated in the invitation to the meeting.

8.4.4.2 Attendance at meetings
Article 25 II and III of the by-laws also provides for the following:
Any shareholder whose shares are registered in an account in themanner and at the date set by the applicable legal and regulatory
provisions may participate in Shareholders’ Meetings on proof of
his or her status as shareholder and identity.
All shareholders who fulfill the conditions for participating in
Shareholders’ Meetings may attend personally or by proxy, or voteby mail. Voting forms will only be taken into account if they arrive at
the address indicated in the notice of meeting no later than thethird business day prior to the date of the Shareholders’ Meeting,unless a later date is set by the Executive Board.
In accordance with applicable law, the Executive Board may
organize
shareholder
participation
andvotingvia
videoconferencing or other telecommunication systems that enable
shareholder
identification,
includingelectronicsystems.
Shareholders who participate in Shareholders’ Meetings throughvideoconferencing or other such systems are deemed present forthe purposes of calculating the quorum and the majority.
Any proxies or votes submitted using an electronic means prior to
the Shareholders’ Meeting, as well as the corresponding
acknowledgements of receipt, are considered irrevocable andenforceable, it being specified that in the event of the sale of sharesprior to the date and time set by applicable laws and regulations,the Company will accordingly invalidate or amend, as applicable,
the proxies or votes cast prior to that date and that time.
Moreover, in accordance with the provisions of Article R. 22-10-28of the French Commercial Code, the right to participate in the
Company’s Shareholders’ Meetings is subject to the registration ofshares in the name of the shareholder or of the intermediaryaccounts held by the Company;

 for holders of bearer shares: in the bearer securities accounts of
the authorized financial intermediary in accordance with theapplicable regulations.

8.4.4.3 Voting rights and acquisitionof double voting rights
Article 25 IV of the by-laws provides that the voting rights attachedto the shares are proportional to the percentage of capital they
represent; nevertheless, double voting rights are granted to fully
paid-up shares that have been registered for at least two years in
the name of the same shareholder.
Article L. 225-123 of the French Commercial Code provides that in
the event of a capital increase through the capitalization ofreserves, profits or issue premiums, double voting rights may be
granted to any registered shares allocated free of charge to ashareholder in respect of the existing shares with double voting
rights, as from the issue of the new shares.
Article L. 225-124 of the French Commercial Code specifies thatany share converted to bearer form or transferred into ownershiploses its double voting rights; nevertheless, the transfer as a resultof inheritance, liquidation of common property between spouses orinter vivos donation to a spouse or relative entitled to inherit does
not lose the acquired right and does not interrupt the periods
referred to above. The same terms apply in the event of a transfer
resulting from the merger or demerger of a corporate shareholder.

Identifiable bearer shares
Article 9 of the by-laws allows shares to be held in registered orbearer form, at the option of the shareholder.
The Company is entitled to request the identity of the holders of
securities conferring the right, either immediately or in the future,
to vote in its Shareholders’ Meetings, as well as the number ofshares held, pursuant to legislation in force.
Registered shares may be converted into bearer shares, or viceversa, in accordance with the legislation in force.

Modification of shareholder rights
In the absence of specific provisions in the by-laws, any change inthe rights attached to shares is subject to the legislation in force.

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441

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Statutory Auditors’ reports

 #<)<=<7:A=,1<7:;E:-87:<; #<)<=<7:A=,1<7:;E;8-+1)4:-87:<76:-4)<-,8):<A)/:--5-6<;
Annual General Meeting held to approve the financial statements
for the year ended December 31, 2022
[This is a free translation into English of the statutory auditors’
special report on related-party agreements issued in the Frenchlanguage and is provided solely for the convenience of English
speaking readers. This report on related-party agreements should
be read in conjunction with, and construed in accordance with,
French law and professional auditing standards applicable inFrance. It should be understood that the agreements reported on
are only those provided by the French Commercial Code and thatthe report does not apply to those related party transactions
described in IAS 24 or other equivalent accounting standards.]
To the Shareholders’ meeting of Wendel,In our capacity as statutory auditors of your Company, we hereby
present to you our report on related party agreements.
We are required to inform you, on the basis of the information
provided to us, of the terms and conditions of those agreements
indicated to us, or that we may have identified in the performanceof our engagement, as well as the reasons justifying why they
benefit the Company. We are not required to give our opinion as towhether they are beneficial or appropriate or to ascertain theexistence of other agreements. It is your responsibility, in
accordance with Article R. 225-58 of the French Commercial Code
(Code de commerce), to assess the relevance of these agreements
prior to their approval.
We are also required, where applicable, to inform you in
accordance with Article R. 225-58 of the French Commercial Code
(Code de commerce) of the continuation of the implementation,
during the year ended December 31, 2022, of the agreements
previously approved by the Annual General Meeting.
We performed those procedures which we deemed necessary incompliance with professional guidance issued by the FrenchInstitute of Statutory Auditors (Compagnie nationale descommissaires aux comptes) relating to this type of engagement.
These procedures consisted in verifying the consistency of theinformation provided to us with the relevant source documents.

/:--5-6<;;=*51<<-,.7:)88:7>)4<7<0-66=)4-6-:)4--<16/
Agreements authorized and concluded
during the year ended December 31, 2022
In accordance with Article L. 225-88 of the French Commercial
Code (Code de commerce), we have been notified of the following
related party agreements which received prior authorization fromyour supervisory board.

With André François-Poncet, Chairmanof the Executive Board until December 1, 2022
Memorandum of Understanding
Nature, purpose and conditions

In connection with the termination of the duties of Chairman of the
Executive Board of Mr. André François-Poncet, a memorandum of
understanding has been concluded with your company with thefollowing effects:

 organize

the calendar of the departure of Mr. André
François-Poncet as Chairman of the Executive Board of yourcompany and member of the Board of Bureau Veritas;442  - 2022 Universal Registration Document

 specify the remuneration elements by applying the 2022
remuneration conditions without any derogation:
 Mr. André François-Poncet did not receive any severance payat the end of his mandate, as the conditions for payment ofseverance pay were not met (voluntary departure); No stock option or performance share has been granted to

Mr. André François-Poncet for the 2022 financial year, despite
an effective end of mandate at the end of 2022;
 With regard to stock option plans and performance shares forwhich the presence condition was not yet met, i.e. plans awarded
in 2021, the Supervisory Board decided to maintain the benefit
on a pro rata temporis basis, this option being provided for in
the remuneration policy. It is specified that no derogation has
been made from the application of the performance conditions
conditioning the exercise of the options and/or the definitive
acquisition of the performance shares of these plans;#0):-074,-:;E--<16/7.C=6-C C 
Statutory Auditors’ reports

 determine the effect of the departure in terms of co-investmentsthat he has retained in full; arrange for the return of his IT equipment and personal data, and reiterate the commitment to confidentiality and define an obligationof non-poaching on the part of Mr. André François-Poncet.
The agreement was authorized by the Supervisory Board on
September 16, 2022 and concluded on September 17, 2022.
Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted that it was in the Company’s interest
to set up these terms and conditions, both operational andfinancial, to ensure the continuity of the Company’s governanceand a smooth transition.

With Mr. Laurent Mignon, Chairmanof the Executive Board from December 2, 2022
1) Letter of guarantee
Nature, purpose and conditions

Under this letter of guarantee, your company assumes, indifference with the conditions and limits of the applicable insurance
policies, the defense costs and the financial consequences resulting
from claims related to the corporate mandate of Chairman of the
Executive Board, as well as the corporate mandates that
Mr. Laurent Mignon could exercise within one or more entities ofthe Wendel group. The guarantee is subject to various conditions
and provides for several cases of exclusion from its application, inparticular in the event of intentional misconduct, illegal personaladvantage or criminal sanction.
The letter of guarantee was authorized by the Supervisory Board atits meeting of November 30, 2022 and was concluded on
December 6, 2022.
Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board considered that it was in the Company’s
interest to grant this guarantee, so that the Chairman of the Executive
Board could carry out his duties in the interests of your company
without fear of negative personal consequences and being specified
that the guarantee should be implemented only in exceptional cases,
due to the civil liability insurance coverage of corporate officers.
2) Co-investments in Crisis Prevention Institute (CPI), Tarkett
and ACAMS
Nature, purpose and conditions

In accordance with the terms and conditions decided by theSupervisory Board at its meeting of September 16, 2022 inconnection with the appointment of Mr. Laurent Mignon as
Chairman of the Executive Board, Mr. Laurent Mignon acquired
from Wendel Luxembourg (a wholly-owned subsidiary of Wendel)
co-investment shares:9

 in the CPI compartment for a price of € 21,633.77;

in the Tarkett compartment for a price of € 53,942;
in the ACAMS compartment for a price of € 243,521.67;

 issued by the Global Performance 17 SCA FIAR fund (mutualized
program):in the Millésime II compartment for a price of € 194,827.68;
in the Millésime III compartment for a price of € 127,008.
These investments were made (i) in the case of the CPI and
Millésime II compartments, in accordance with the principles
applicable for the 2018-2021 co-investment program (90% in
mutualized and 10% in deal per deal), and (ii) in the case of the
Tarkett, ACAMS and Millésime III compartments, in accordancewith the principles applicable for the 2021-2025 co-investment
program (50% in mutualized and 50% in deal-by-deal).
They were carried out at the highest of the initial value and the last
net asset value.
The terms were authorized by the Supervisory Board on
16 September 2022, the contracts for the sale co-investments to
Mr. Laurent Mignon were signed on December 7, 2022 and ascertainedby your Supervisory Board at its meeting on February 1, 2023.
Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted the interest in implementing thecommitments made to Mr. Laurent Mignon at the time of his
appointment.
3) Put and call agreements with Wendel Luxembourg
Nature, purpose and conditions

In application of the applicable co-investment principles,
Mr. Laurent Mignon has concluded with Wendel Luxembourg (awholly owned subsidiary of your company), put and call agreements
relating to his co-investments made or to be made through Global
Performance 17 SCA FIAR and Expansion 17 SCA FIAR.
The co-investment principles applicable to Mr. Laurent Mignon
were authorized by the Supervisory Board on September 16, 2022,
the put and call agreements were signed on December 7, 2022
and ascertained by your Supervisory Board at its meeting on
February 1, 2023.
Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted the interest of these put and callagreements, which are intended to settle the co-investments of the
Chairman of the Executive Board in the event of his departure fromthe Wendel Group before the occurrence of liquidity eventsaffecting the companies in which he has, or will have, co-invested
through the above-mentioned FIARs.

 issued by the Expansion 17 SCA FIAR fund (deal-by-dealprogram): - 2022 Universal Registration Document

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Statutory Auditors’ reports

With Mr. David Darmon, member of the Executive Board
Additional co-investment in Crisis Prevention Institute (CPI)
Nature, purpose and conditions

Mr. David Darmon increased his exposure to Crisis Prevention
Institute (CPI) and raised his co-investment from 6.7% to 8% of thetotal co-investment by acquiring additional shares for an amount of€31,660 in the mutualized program and €3,515 in the deal-by-dealprogram.
This transaction was carried out the higher between the initial value
and the last net asset value.
This additional co-investment was approved by the Supervisory
Board on October 27, 2022, and the contracts for the sale of theadditional co-investment units were signed on December 7, 2022.

Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted the interest in being able to use theWendel trademark free of charge for this new name.

Agreements authorized and concluded
since the year-end
We have been informed of the following related party agreements
authorized and concluded since the year-end, previously
authorized by your Supervisory Board.

With Wendel-Participations SE,
shareholder of your company

Reasons justifying why the Company benefits from this agreement

1) Administrative Assistance Services Agreement – Amendment

Your Board justified this agreement as follows:

Nature, purpose and conditions

The Supervisory Board noted the interest of modifying Mr. David
Darmon’s co-investment share to align it with that of the Chairmanof the Executive Board, in line with the co-investment principles ofthe 2021-2025 program.

With Wendel-Participations SE,
shareholder of your company
Agreement on the use of the Wendel trademark – Amendment
Nature, purpose and conditions

By two agreements of May 15, 2002, the companies SLPS,SOGEVAL and Wendel-Participations SE authorized your company
to use "Wendel" in its corporate name and as a trade name andgranted the company an exclusive license to use the "Wendel
Investissement" trademark. These agreements are concluded, freeof charge, for an indefinite period, it being specified that they may
be revoked if the direct and indirect participation of family
companies in the capital of the company falls below 33.34% for one
hundred and twenty consecutive days. If this right of revocation is
not exercised within sixty days of the aforementioned period, theright to use the name and the exclusive license to the trademark
would become final and irrevocable. The trademark license
agreement of May 15, 2002 was amended by several amendments
in order to define the rules for the use of the Wendel trademark.
Your company has decided to rename under the name "Wendel
Growth" its investment activity in innovative and high-growthcompanies (investments made either directly or through funds),
formerly known as "Wendel Lab". Wendel-Participations SE, ownerof the Wendel trademark, and your company have entered into anamendment to the trademark license agreement to authorize thisuse (amendment No. 8). The trademark license agreement has notbeen modified in any other respect.
The amendment was authorized by the Supervisory Board on
November 30, 2022 and concluded on December 8, 2022.

444  - 2022 Universal Registration Document

Your company provides consulting and assistance toWendel-Participations SE under an agreement concluded on
September 2, 2003, amended by an addendum No. 1 dated
February 12, 2021.
By Amendment No. 2, your company and Wendel-Participations SE
decided to increase the amount of the remuneration for theservices provided under the contract by 5% (from € 23,000 to €24,150 excluding taxes per year) in order to take into account wage
inflation in your company, with effect from 1 January 2023.
Amendment no. 2 was authorized by the Supervisory Board on
March 16, 2023 and concluded on that date.
Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted the interest in increasing the amountof the remuneration due to the wage inflation.
2) Anti-corruption compliance (Sapin 2) and country-by-country
tax reporting (CbCR) service agreement – Amendment
Nature, purpose and conditions

Wendel provides services to Wendel-Participations in the area ofanti-corruption compliance (Sapin II law) and country-by-country tax
reporting (CbCR) under an agreement signed on December 18,
2017, as amended by an amendment no. 1 dated January 17, 2019,
and an amendment no. 2 dated December 1st, 2020.
By amendment no. 3, Wendel and Wendel-Participations SE
decided to increase the amount of the remuneration for theservices provided under the agreement by 5% (from €15,000 to€15,750 excluding VAT per year) in order to take into accountsalary inflation in your company, with effect from 1 January 2023.
Amendment No. 3 was authorized by the Supervisory Board on
March 16, 2023 and concluded on that date.

#0):-074,-:;E--<16/7.C=6-C C 
Statutory Auditors’ reports

Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted the interest in increasing the amountof the remuneration due to the wage inflation.
3) Agreement related to the move rue Paul Cézanne –Sublease contract
Nature, purpose and conditions

Your company is a tenant of the premises located at 2-4, rue Paul
Cézanne 75008 Paris, where it has transferred its registered office.
Your company subleases part of these premises - for offices use
only - to Wendel-Participations SE, which will also transfer its
registered office there.
The sublease is granted for a renewable period of one year, subject
to the payment by Wendel-Participations SE to your company of anannual rent of € 100,780 (excluding taxes), rental charges included.
This contract was authorized by the Supervisory Board on
March 16, 2023 and concluded on that date.
Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The supervisory board has noted the interest of subletting part ofthe vacant space to Wendel-Participations SE, in return for thecollection of a rent whose amount is in line with the rent paid byyour company to the owner of the premises.
4) Agreement related to the move rue Paul Cézanne – Contract
for the transfer of furniture and provision of technical equipment
Nature, purpose and conditions

As part of the layout of the premises on rue Paul Cézanne, yourcompany has acquired new office furniture. It transferred to
Wendel-Participations SE the furniture intended to furnish theoffices of the premises subleased to Wendel-Participations SE. The
sale price of the furniture concerned is equal to the purchase priceexcluding taxes initially paid by your company to its suppliers, i.e. a
total of € 30,468.46.

95) Agreement related to the move to rue Paul Cézanne –Deposit agreement for works of art
Nature, purpose and conditions

Your company and Wendel-Participations SE have installed in theirrespective premises certain works of art that belong partly to yourcompany and partly to the Foundation "Fondation de Wendel".
Your company, Wendel-Participations SE and the Fondation de
Wendel have concluded an agreement for the deposit of theseworks of art, governing the terms and conditions of their provision
free of charge (in particular the conditions of their identification,conservation, and management in the event of damage).
The deposit agreement was authorized by the Supervisory Board
on March 16, 2023 and concluded on that date.
Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted the interest in benefiting from thedeposit of works of art free of charge, and also making themavailable to Wendel-Participations SE, given the historical andcultural links between the two companies.

Agreements not previously authorized
In accordance with Articles L. 225-90 and L.823-12 of the French
Commercial Code (Code de commerce), we inform you that thefollowing agreement has not been subject to prior authorizationfrom your Supervisory Board.
It is our responsibility to inform you of the circumstances due towhich the authorization procedure was not followed.

With Wendel-Participations SE,
shareholder of your company
Agreement related to the move rue Paul Cézanne –Mandate for the sale of furniture and works of art
Nature, purpose and conditions

Your company also provides Wendel-Participations SE with certain
technical equipment for its teams (telephones and multi-copier).
The annual costs related to this equipment, paid by your company,
are re-invoiced to Wendel-Participations SE for an identical amount.
For information purposes only, at the date of the agreement, thesecosts were estimated at € 6,800 (excluding taxes).

Prior to its relocation, your company wished to dispose of certain
furniture and works of art located at its premises at 89, rue Taitbout
75009 Paris. Before putting these assets up for sale to the public,
your company wished to offer to the members of the family
shareholding the opportunity to acquire them, given the emotional
nature of some of the assets.

This agreement was authorized by the Supervisory Board on
March 16, 2023 and concluded on that date.

A mandate was set up for Wendel-Participations SE to manage thesale to the family shareholders in the name and on behalf of yourcompany. This mandate sets out the various terms and conditionsof the sale (in particular the sale price of the assets, based on
estimates by third party experts) and provides for
Wendel-Participations SE to be remunerated at 5% of the total
amount of the sale excluding tax, i.e. € 12,313.42.

Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted the interest in organizing the transfer
of office furniture and the re-invoicing of technical equipment costs
at cost price between your company and Wendel-Participations SE.

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Given the timing of the sale, which was to be initiated in February
2023, the mandate was concluded on February 15, 2023 and theagreement was not subject to prior authorization under Article L.
225-86 of the French Commercial Code.
We inform you that, at its meeting on 16 March 2023, yourSupervisory Board decided to authorize this agreement a
posteriori.

Reasons justifying why the Company benefits from this agreement

Your Board justified this agreement as follows:
The Supervisory Board noted the interest of entrusting themanagement of the sale to Wendel-Participations SE, to facilitate
the process within a very short timeframe and limit financial flows at
the level of your company.

/:--5-6<;8:->17=;4A)88:7>-,*A<0-66=)4-6-:)4--<16/
Agreements approved in prior years

3) Premises rental agreement
Nature, purpose and conditions

In accordance with Article R. 225-57 of the French Commercial
Code (Code de commerce), we have been notified that theimplementation of the following agreements, which were approvedby the Annual General Meeting in prior years, continued during theyear 2022.
These agreements were reviewed by the Supervisory Board on
March 16, 2023, which confirmed the company’s interest to havecontinued them, as the reasons for granting the initial authorization
remained relevant.

With Wendel-Participations SE,
shareholder of your company
1) Administrative assistance services agreement

The lease agreement for premises at 89 rue Taitbout 75009 Paris,
concluded on 2 September 2003, as amended by an amendment
dated 12 February 2021, continued during the year.
The amount invoiced for the 2022 financial year amounted to
80,000 euros excluding tax.

With Mr. André François-Poncet, Chairmanof the Executive Board until December 1, 2022,
Mr. Laurent Mignon, Chairmanof the Executive Board from December 2, 2022,
Mr. David Darmon, Member of the Executive Board,
Mrs. Sophie Tomasi Parise and Mrs. Harper Mates,
members of the Supervisory Board

Nature, purpose and conditions

1) 2011-2012 co-investments programYour Company provides consulting and assistance services to
Wendel-Participations SE under an agreement concluded on
September 2, 2003, as amended by an amendment dated
February 12, 2021. The services provided concern the following
areas: human resources, accounting, information technology andgeneral services.

Nature, purpose and conditions

The amount invoiced for the year 2022 was € 23,000 excluding tax.

In accordance with these principles, the relevant Wendel managers
have personally invested alongside the Group in Parcours,
Mecatherm and IHS. The co-investments in Parcours and
Mecatherm were unwound following the disposal of thesecompanies at the end of 2016 and 2018, respectively.

2) Anti-corruption compliance (Sapin 2) and country-by-country
tax reporting (CbCR) services agreement - Amendment
Nature, purpose and conditions

Your company provides services to Wendel-Participations SE in thearea of anti-corruption (Sapin 2 law) and country-by-country tax
reporting (CbCR) under an agreement entered into on
December18, 2017, amended by successive amendments dated
January 17, 2019 and December 1, 2020.
The amount invoiced for the year 2022 amounted to € 15,000
excluding tax.

446  - 2022 Universal Registration Document

The principles applicable to co-investments relating to acquisitions
made by Wendel between 2011 and April 2013 (as well as tosubsequent reinvestments made in the acquired companies),
described in Note 4 to the 2022 consolidated financial statements,
remained unchanged.

In 2022, the only co-investment still in effect under these principles
was in IHS, via the Luxembourg fund Oranje-Nassau
Développement SCA FIAR. The first liquidity maturity date occurredin March 2021, on the eighth anniversary of the initial investment,
for a third of the co-investment. The last two thirds of theco-investment were subject to a liquidity event at the time of the
IHS IPO in October 2021. As Wendel did not sell any shares during
this transaction, the capital gain was calculated on the basis of theaverage stock market price of IHS shares over the six-month period
following the IPO, in accordance with the rules of the 2011-2012

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Statutory Auditors’ reports

program. On the pari passu portion (representing 30% of the total
co-investment in IHS), the total amount was €91,370 (less than the
co-investors’ investment), of which €9,537 was paid to Mr. David
Darmon. This amount was paid in July 2022. On the carried interest
portion (representing 70% of the co-investment), the minimum
return was not reached and the co-investors, including Mr. David
Darmon, received a nil amount and incurred a loss.
2) 2013-2017 co-investments program
Nature, purpose and conditions

The principles applicable to co-investments relating to acquisitions
made by Wendel between April 2013 and April 2017 (as well as tosubsequent reinvestments made in the acquired companies),
described in Note 4 to the 2022 consolidated financial statements,
remained unchanged.
In application of these principles, the relevant Wendel managers
have personally invested alongside the Group in the companies
Saham, Nippon Oil Pump, CSP Technologies, Constantia Flexibles,
Allied Universal and Tsebo.
The deal-by-deal co-investments in Saham, Nippon Oil Pump, CSP
Technologies, Allied Universal and Tsebo were subject to a liquidity
event following the disposals of these companies between 2018and 2020.
The only deal-by-deal co-investment still in force and subject tothese principles is in Constantia Flexibles. A first liquidity event will
occur on 26 March 2023, on the 8th anniversary of the initialinvestment, on one third of the co-investment on a deal-by-deal
portion and an independent multi-criteria valuation will be carriedout before September 30, 2023.
Regarding the mutualized portion of the co-investments in theabove-mentioned companies: the pari passu portion was settled following the completed
disposals; and93) 2018-2021 co-investments program
Nature, purpose and conditions

The principles applicable to co-investments relating to acquisitions
made by Wendel between January 2018 and April 2021 (as well as
to subsequent reinvestments made in the acquired companies),
described in Note 4 to the 2022 consolidated financial statements,
remained unchanged with the exception of the increase in the
co-investment share of Mr. David Darmon to align it with that of the
Chairman of the Executive Board.
In December 2022, Mr. Laurent Mignon and Mr. David Darmon
co-invested in CPI as described above.
4) 2021-2025 co-investments program
Nature, purpose and conditions

The principles applicable to co-investments relating to acquisitions
made by Wendel between April 2021 and April 2025 (as well as tosubsequent reinvestments made in the acquired companies), as
described in Note 4 to the 2022 consolidated financial statements,
have remained unchanged.
In December 2022, Mr. Laurent Mignon co-invested in Tarkett and
ACAMS.

Agreements approved during the year
ended December 31, 2022
In addition, we have been notified of the implementation during
the year ended December 31, 2022 of the following agreements
which were approved by the Annual General Meeting of June 16,
2022 based on the statutory auditors’ report on related party
agreements dated April 14, 2022.

With Wendel-Participations SE,
shareholder of your company
Agreements on the use of the "Wendel" trademark the carried interest portion will be settled at the end of the
program based on all the investments made in thesecompanies.

Nature, purpose and conditions

The agreements on the use of the "Wendel" trademark continued
during the year. They were subject to an amendment No. 7 signed
on February 11, 2022 for the use of the brand in the name of theWendel Cares endowment fund.

Paris-La Défense, le 14 April 2023
The Statutory Auditors
French original signed by:
DELOITTE & ASSOCIESERNST & YOUNG Audit

Mansour Belhiba

Jacques Pierres - 2022 Universal Registration Document

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Statutory Auditors’ reports #<)<=<7:A=,1<7:;E:-87:<76<0-1;;=-7.;0):-;7:;-+=:1<1-;
/1>16/)++-;;<7<0-+)81<)4?1<0+)6+-44)<1767.8:-.-:-6<1)4;=*;+:18<176:1/0<;:-;-:>-,.7:5-5*-:;7.76-7:57:-+758)6A;)>16/;;+0-5-;;-<=8?1<016<0-:7=8
Combined shareholders’ meeting of 15 June 2023

will establish the final terms and conditions of issue under thistransaction.

Twentieth resolution[This is a free translation into English of a report issued in Frenchand it is provided solely for the convenience of English-speaking
users. This report should be read in conjunction with, and construedin accordance with, French law and professional standards
applicable in France.]
To the Shareholders’ meeting of Wendel,In our capacity as statutory auditors of your company and incompliance with articles L. 228-92 and L. 225-135 et seq. of theFrench Commercial Code (Code de commerce), we hereby reporton the proposed delegation of authority to the Executive Board,subject to the prior authorization of the Supervisory Board Pursuant
to article 15-V of the bylaws, to decide whether to proceed with anissue of shares or securities giving access to the capital, withcancellation of preferential subscription rights, reserved formembers of one or more company savings schemes set up within
the Group, an operation upon which you are called to vote.
The nominal amount of the capital increases that may be carriedout, immediately or in the future, under this delegation, may notexceed €200,000.
This issue is submitted for your approval in accordance witharticle L. 225-129-6 of the French Commercial Code (Code decommerce) and article L. 3332-18 et seq. of the French Labour
Code (Code du travail).
On the basis of its report, your Executive Board proposes that it beauthorized, for a period of fourteen months from the date of thismeeting, to decide to proceed with the issue, and proposes tocancel your preferential subscription rights to the shares or
securities giving access to the capital to be issued. If necessary, it

It is the responsibility of the Executive Board to prepare a report inaccordance with articles R. 225-113 and seq. of the French
Commercial Code (Code de commerce). Our role is to report on
the fairness of the financial information taken from the accounts, on
the proposed cancellation of preferential subscription rights and onother information relating to the share issue contained in thisreport.
We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying the information provided in the
Executive Board’s report relating to this transaction and themethods used to determine the share issue price.
Subject to a subsequent examination of the conditions for the
proposed issue, we have no matters to report as to the methods
used to determine the issue price for the shares to be issued
provided in the Executive Board’s report.
As the final conditions for the issue have not yet been determined,
we cannot report on these conditions and, consequently, on the
proposed cancellation of preferential subscription rights.
In accordance with article R. 225-116 of the French Commercial
Code (Code de commerce), we will issue a supplementary reportwhen your Executive Board has exercised this authorization in theevent of the issue of shares and securities which are equity
securities giving access to other equity securities and in the case of
the issuance of securities giving access to equity securities to beissued.

Paris-La Défense, 14 April 2023
The Statutory Auditors
French original signed by:
DELOITTE & ASSOCIESERNST & YOUNG Audit

Mansour Belhiba

Jacques Pierres

448  - 2022 Universal Registration Document#0):-074,-:;E--<16/7.C=6-C C 
Statutory Auditors’ reports

9 #<)<=<7:A=,1<7:;E:-87:<76<0-)=<07:1B)<176.7:)447+)<176
7.;<7+3;=*;+:18<17678<176;7:;<7+38=:+0);-78<176;
Combined shareholders’ meeting of 15 June 2023
Twenty-first resolution[This is a free translation into English of a report issued in Frenchand it is provided solely for the convenience of English-speaking
users. This report should be read in conjunction with, and construedin accordance with, French law and professional standards
applicable in France.]
To the Shareholders’ meeting of Wendel,In our capacity as statutory auditors of your company and incompliance with articles L. 225-177 and R. 225-144 of the French
Commercial Code (Code de commerce), we hereby report on theauthorization for allocation of stock subscription options or stock
purchase options, subject to the prior authorization of theSupervisory Board Pursuant to article 15-V of the bylaws, reserved
for those who will be designated from among the corporate officers
and employees of your company and companies or groups related
to it within the meaning of article L. 225-180 of said Code or someof them, a transaction upon which you are called to vote.

Executive Board may not exceed 50% of the ceiling mentioned in
the preceding paragraph, it being specified that in any case, thetotal value of the options granted to members of the Executive
Board, combined with that of the free shares referred to in the
22nd resolution (as determined on their grant date), may not exceed
the limit - expressed as a proportion of their compensation - set by
the compensation policy for the members of the Executive Board.
On the basis of its report, your Executive Board proposes that it beauthorized, for a period of fourteen months, from the date of thisMeeting to allocate stock subscription options or stock purchase
options.
It is the responsibility of the Executive Board to issue a report on
the reasons for awarding the stock subscription options or stock
purchase options and on the proposed methods for thedetermination of the subscription or purchase price. Our role is toexpress an opinion on the proposed methods for the determinationof the share subscription or purchase price.

The total number of shares to be purchased or subscribed forthrough the exercise of the granted options will give rise to a total
number of shares representing no more than 1% of the company’s
share capital at the grant date, it being specified that this ceilingwill be decreased by the number of shares granted in respect ofthe 22nd resolution of this shareholders’ meeting.

We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted in verifying that the methods proposed todetermine the share subscription or purchase price are included in
the Executive Board’s report and are in accordance with Frenchlaws and regulations.

The total number of shares likely to be acquired or subscribedthrough the exercise of options granted to members of theWe have no matters to report as to the proposed methods for thedetermination of the subscription and/or purchase price.

Paris-La Défense, 14 April 2023
The Statutory Auditor
French original signed by:
DELOITTE & ASSOCIESERNST & YOUNG Audit

Mansour Belhiba

Jacques Pierres - 2022 Universal Registration Document

449

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Statutory Auditors’ reports #<)<=<7:A=,1<7:;E:-87:<76<0-.:--)447+)<176
7.-@1;<16/;0):-;7:;0):-;<7*-1;;=-,
Combined shareholders’ meeting of 15 June 2023
Twenty-second resolution[This is a free translation into English of a report issued in Frenchand it is provided solely for the convenience of English-speaking
users. This report should be read in conjunction with, and construedin accordance with, French law and professional standards
applicable in France.]
To the Shareholders’ meeting of Wendel,In our capacity as statutory auditors of your company and incompliance with article L. 225-197-1 of the French Commercial
Code (Code de commerce), we hereby report on the proposed freeallocation of existing shares or shares to be issued, subject to theprior authorization of the Supervisory Board Pursuant to article 15-Vof the bylaws, reserved for employees or corporate officers of thecompany and of the companies related to it, as defined in section II
of article L. 225-197-1 of the French Commercial Code, or to theemployees and corporate officers of the companies or groups thatare related to it within the meaning of article L. 225-197-2 of theFrench Commercial Code, an operation upon which you are called
to vote.
The total number of shares that may be allocated in respect of thisauthorization may not represent more than 1% of the company’s
share capital at the grant date, it being specified that the number ofshares allocated will be deducted from the maximum number ofshares that may be issued pursuant to the 21st resolution.

The total number of shares likely to be granted to members of the
Executive Board may not exceed 50% of the ceiling mentioned in
the preceding paragraph, it being specified that in any case, thetotal value of the free shares granted to the members of the
Executive Board, combined with that of the options referred to in
the 21st resolution (as determined on their grant date), may notexceed the limit - expressed as a proportion of their compensation- set by the compensation policy for the members of the Executive
Board.
On the basis of its report, your Executive Board proposes to beauthorized, for a period of fourteen months from the date of thismeeting, to grant, free of charge, existing shares or shares to beissued.
It is the responsibility of the Executive Board to prepare a report on
the proposed transaction. Our role is to report, as the case may be,on any matters relating to the information thus provided to you
regarding the proposed transaction.
We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French national auditing body (Compagnie Nationale desCommissaires aux Comptes) for this type of engagement. These
procedures consisted mainly in verifying that the proposed
methods described in the Executive Board’s report comply with thelegal provisions governing such transactions.
We have no matters to report as to the information provided in the
Executive Board’s report relating to the proposed free grant ofshares.

Paris-La Défense, 14 April 2023
The Statutory Auditors
French original signed by:
DELOITTE & ASSOCIESERNST & YOUNG Audit

Mansour Belhiba

Jacques Pierres

450  - 2022 Universal Registration Document#0):-074,-:;E--<16/7.C=6-C C 
Additional reports9 ,,1<176)4:-87:<; ,,1<176)4:-87:<7.<0-@-+=<1>-7):,76<0-+)81<)4
16+:-);-:-;-:>-,.7:5-5*-:;7.<0-'-6,-4:7=8;)>16/;
84)67. +<7*-:C  
The Executive Board, acting under the powers granted to it by the
Combined Shareholders’ Meeting of June 16, 2022 (the“Shareholders’ Meeting”) in its 26th resolution, after authorization of
the Supervisory Board dated August 25, 2022, decided on
September 1, 2022 to implement a capital increase reserved formembers of the Wendel Group Savings Plan and the International
Group Savings Plan, in favor of whom the shareholders’ preferential
subscription rights were canceled by the Shareholders’ Meeting.
In this respect, the Executive Board recalls that, since 2020,
members of Wendel’s Group Savings Plan and International Group
Savings Plan have been offered the possibility of subscribing –directly in 2020, then indirectly in 2021 via an “FCPE relais” mutualfund – to units of an FCPE, the “FCPE Wendel” mutual fund, which
subsequently subscribed to Wendel shares.
The Executive Board notes that an identical mechanism was
implemented in 2022, via the “Relais Wendel 2022” mutual fundcreated for this purpose and intended to be merged into the “FCPE
Wendel” mutual fund upon completion of the capital increasetransaction.
Thus: beneficiaries wishing to participate in the capital increase
subscribed, between September 5 and 19, 2022, to units of the“Relais Wendel 2022” mutual fund with a unit value of €10;

 at the end of this subscription period, the “Relais Wendel 2022”
mutual fund subscribed to new Wendel shares in the context of
an increase in the Company’s capital;

 on October 12, 2022, the Executive Board noted the completionof this capital increase.
The purpose of this report, prepared in accordance with
Article R. 225-116 of the French Commercial Code, is to describe
the final terms and conditions of the capital increase carried out
with the approval of the Shareholders’ Meeting.

I.

Final terms and conditionsof the capital increase Maximum size of the reserved capital increase
The Executive Board, which met on September 1, 2022, decided to
set the maximum nominal amount of the reserved capital increaseat €150,000, i.e., 37,500 shares with a par value of €4 each.

 Subscription price
The Executive Board, which met on September 1, 2022, set theamount of the discount at 30% of the reference price, and notedthat: the reference price, calculated on the basis of the averageclosing share price for the 20 trading days prior to
September 1, 2022, was €83.75;
 the subscription price, set at 70% of the reference price, was€58.63.
Each new share with a par value of €4 was therefore issued with anissue premium of €54.63.

 Beneficiaries of the offering
Beneficiaries of the offering are members of the Wendel Group
Savings Plan and the Wendel International Group Savings Plan, it
being specified that the increase in the Company’s capital issubscribed to by the “Relais Wendel 2022” mutual fund, in which
they hold units and which is intended to be merged into the “FCPE
Wendel” mutual fund.
Employees and corporate officers of Wendel and companies thatare members of the Wendel Group Savings Plan and theInternational Group Savings Plan must prove that they have at least
three (3) months’ seniority as of the end of the subscription period.

 Cancellation of preferential subscription rights
The Shareholders’ Meeting canceled the shareholders’ preferential
subscription rights in favor of the beneficiaries of the offering.

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 Rights attached to shares
The new Wendel shares are created with current dividend rights
and immediately rank pari passu with existing shares.
The rights attached to these new shares are identical to those
attached to the Company’s existing shares and are described in
Wendel’s by-laws. It is specified that the voting rights attached to
the Wendel shares held by the “FPCE Wendel” mutual fund will be
exercised by the members of the Wendel Group Savings Plan andthe Wendel International Group Savings Plan through the “FCPE
Wendel” mutual fund, in proportion to the number of shares theyhold in the said “FCPE Wendel” mutual fund, at each Shareholders’Meeting.

 Maximum subscription rights
Each beneficiary was entitled to subscribe to units of the “Relais
Wendel 2022” mutual fund, which is intended to be merged into
the “FCPE Wendel” mutual fund, under the conditions defined by
the regulations of the Wendel Group Savings Plan and the Wendel
International Group savings plan, as adjusted by their amendments,
if any.

 Company matching contribution
For 2022, the Company matching contribution is equal to 200% of
the voluntary payments made by subscribers, up to the overall legal
and annual cap of €5,923.58.

 Adjustments to the reserved capital increase
In this instance, the total number of Wendel shares resulting fromapplications to subscribe for units of the “Relais Wendel 2022”
mutual fund exceeded the maximum number of 37,500 shares
offered under this capital increase. Consequently, the applications
had to be reduced. This was done by capping, starting with thehighest requests, the amounts of which were reduced to theamounts of the requests of an immediately lower amount and so
on, until the total amount of requests was equal to or lower than theamount of the offering.

452  - 2022 Universal Registration Document

The following were reduced by order of priority:
 voluntary cash payments;

the arbitrage of available assets from the entire Wendel Group
employee savings plan FCPE mutual funds;
 the arbitrage of unavailable assets held in the “CM-CIC

Perspective Monétaire B” mutual fund; the arbitrage of unavailable assets held in the “CM-CIC

Perspective Monétaire A” mutual fund, which are blocked until
June 1, 2027.

 Unavailability of FCPE units
Subscribers to the offering must hold the “FCPE Wendel” mutualfund units (post-merger of the “Relais Wendel 2022” mutual fund)thus subscribed for a period of five (5) years, except in the event ofearly release as provided for in Article R. 3324-22 of the French
Labor Code.

 Subscription period
The subscription period for units of the “Relais Wendel 2022”
mutual fund was open from September 5 to 19, 2022 inclusive.
The subscription to units of the “Relais Wendel 2022” mutual fund
was fully paid up on October 11, 2022, and the Wendel capitalincrease was completed on October 12, 2022.

 Listing of new shares
Admission to trading of the Company’s new shares on the Euronext
Paris regulated market will be requested as soon as possible after
the capital increase.

#0):-074,-:;E--<16/7.C=6-C C 
Additional reports

II.

Impact of the capital increase

The Company issued 37,057 new shares. The share capital was thusincreased by a nominal amount of €148,228 (37,057 shares with apar value of €4), i.e., an increase in the share capital, including theissue premium, of a total amount of €2,172,651.91 (issue premiumof €54.63 per share).

9

In accordance with Article R. 225-115 of the French Commercial
Code, the Executive Board hereafter reports on the impact of thisissue on the situation of holders of the Company’s shares andholders of securities giving access to the Company’s share capital,
as well as on the theoretical impact on the market value of theshare. The impact of the issue is assessed on the basis of the mostrecent half-year financial statements dated June 30, 2022.

 Impact on share of equity as of June 30, 2022
For reference, the impact of the issue of the 37,057 new shares on the share of equity per share would be as follows (based on equity atJune 30, 2022, and the number of shares comprising the share capital of the Company at that date):
Equity per share(non-diluted basis)

Equity per share(diluted basis)*

Before issue of 37,057 new shares€156.5365€156.0966

After issue of 37,057 new shares€156.4548€156.0157*

After taking into account all issued securities that may give access to the share capital.

 Impact of the issue on the shareholder’s position
For reference, the impact of the issue of the 37,057 new shares on a shareholder’s interest holding 1% of the share capital of Wendel prior
to the issue of these new shares and not subscribing to the issue (calculations based on the number of shares comprising the Company’s
share capital as of September 1, 2022), would be as follows:
Shareholder’s interest as a % of capital(non-diluted basis)

Shareholder’s interest as a % of capital(diluted basis)*

Before issue of 37,057 new shares

1.0000%0.9941%After issue of 37,057 new shares

0.9992%

0.9933%*After taking into account all issued securities that may give access to the share capital.

 Theoretical impact on the share’s current market value based on the average share price for the 20 trading days prior to September 1,
2022 (i.e. €83.75):
The theoretical impact of the issue of the 37,057 new shares on the market value of the Wendel share would be as follows (calculations
based on the number of shares comprising the Company’s share capital on September 1, 2022):
Market value per share(non-diluted basis)

Market value per share(diluted basis)*

Before issue of 37,057 new shares€83.75€83.74After issue of 37,057 new shares€83.73€83.72*After taking into account all issued securities that may give access to the share capital.

October 12, 2022
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#0):-074,-:;E--<16/7.C=6-C C 
Additional reports #<)<=<7:A)=,1<7:;E;=884-5-6<):A:-87:<76<0-1;;=-7.;0):-;
)6,+)81<)4;-+=:1<1-;:-;-:>-,.7:-5847A--;?07):-5-5*-:;
7.)+758)6A;)>16/;;+0-5[This is a free translation into English of a report issued in Frenchand it is provided solely for the convenience of English-speaking
users. This report should be read in conjunction with, and construedin accordance with, French law and professional standards
applicable in France.]

We have performed those procedures which we considerednecessary to comply with the professional guidance issued by the
French Institute of Statutory Auditors (Compagnie nationale descommissaires aux comptes) for this type of engagement. These
procedures consisted, inter alia, in verifying:

To the Shareholders, the fairness of the financial information taken from the interim

In our capacity as statutory auditors of your Company and incompliance with Article R. 225-116 of the French Commercial Code
(Code de commerce) and further to our report dated April 14,
2022, we hereby report on the issue of shares and capital securities
with cancellation of preferential subscription rights, reserved formembers of one or more company savings schemes implemented
within the Group, authorized by your Ordinary and Extraordinary
General Meeting dated June 16, 2022.
This operation has been submitted for your approval in accordancewith Articles L. 225-129-6 of the French Commercial Code (Codede commerce) and L. 3332-18 et seq. of the French Labor Code
(Code du travail).
This Ordinary and Extraordinary General Meeting authorized your
Executive Board to decide whether to proceed with such an
operation for a period of fourteen months and a maximum amountof € 150 000. Exercising this authorization, your Executive Board
decided on October 12, 2022 to proceed with an issue of 37,057
ordinary shares with a par value of € 4 and a unit share premium of€ 54.63 with cancellation of preferential subscription rights
reserved for members of one or more company savings schemes
implemented within the Group. The increase in capital that could
result from this issue is a maximum amount of € 148,228.
It is the Executive Board’s responsibility to prepare a
supplementary report in accordance with Articles R. 225-115 etseq., as well as Article R. 22-10-31 of the French Commercial Code
(Code de commerce). Our role is to report on the fairness of thefinancial information taken from the interim financial information,on the proposed cancellation of preferential subscription rights andon other information relating to the issue contained in the report.

financial information prepared under the Executive Board’s
responsibility as at June 30, 2022, using the same methods andfollowing the same presentation as the previous annual financial
statements. We have performed procedures consisting inmaking inquiries of persons responsible for financial andaccounting matters, verifying that this interim financial
information has been prepared using the same methods andthe same presentation as those used for the previous annual
financial statements, and applying analytical and other review
procedures;

 the compliance with the terms of the operation as authorized by
the Ordinary and Extraordinary General Meeting; theinformation provided in the Executive Board’s
supplementary report on the choice of constituent elements
used to determine the issue price and on its final amount.

We have no matters to report as to: the fairness of the financial information taken from the interim
financial information and included in the Executive Board’s
supplementary report;

 the compliance with the terms of the operation as authorized by
the Ordinary and Extraordinary General Meeting dated June 16,
2022 and the information provided thereto; the choice of constituent elements used to determine the issue
price of the shares and its final amount; the presentation of the impact of the issue on the financial
position of the share and capital security holders as expressed inrelation to shareholders’ equity and on the market value of theshare;

 the proposed cancellation of the preferential subscription rights,
upon which you have previously voted.

Paris-La Défense, October 21, 2022
The Statutory Auditors
DELOITTE & ASSOCIÉSERNST & YOUNG et Autres

Mansour Belhiba

Jacques Pierres

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9#0):-074,-:;E--<16/7.C=6-C C 
Additional reports #8-+1)4:-87:<7.<0-@-+=<1>-7):,76.:--;0):-;
)447+)<-,,=:16/ (Article L. 225-197-4 of the French Commercial Code – Allocation of free shares)

I.

Legal framework

The Executive Board, acting under the powers granted to it by the Combined Shareholders’ Meeting of June 16, 2022 (the “Shareholders’Meeting”) in its 28th resolution, decided: on August 2, 2022, to allocate free shares to David Darmon, member of the Executive Board, and to certain employees of the Company
and its affiliates;

 on December 6, 2022, to allocate free shares to Laurent Mignon, Chairman of the Executive Board (Group CEO) since December 2,
2022.
André François-Poncet, Chairman of the Executive Board (Group CEO) until December 1, 2022, did not receive any free shares in 2022.
These shares were allocated in full by the Company. The purpose of this report, prepared in accordance with Article L. 225-197-4 of theFrench Commercial Code, is to describe these allocations.

II.

Allocation to corporate officers

Members of the Executive Board were allocated free shares as follows:
Name

Number of shares

Vesting date

Valuation(1)Laurent Mignon

19,095

December 6, 2026

€64.8

David Darmon

17,282

August 2, 2026

€63.7

TOTAL

36,377(1) Performance shares were valued by an independent expert using a Monte Carlo mathematical pricing model. The model takes into accountvarious events that might take place while the performance shares are valid, including various points in time at which the predetermined
requirements for both performance and presence within the Company are tested.

The characteristics of these shares are described in section 2.2.2 of the 2022 Universal Registration Document.

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III.

#0):-074,-:;E--<16/7.C=6-C C 
Additional reports

Allocation to employees

Employees were allocated free shares under two separate plans, with respective vesting periods of 4 years and 2 years and performance
conditions specific to each plan: one providing for the allocation of free shares valued at €63.7 each, and the other providing for the
allocation of “AP+” free shares valued at €84.8 each. These plans do not provide for a holding period.
Allocation of free shares to the ten employee beneficiaries receiving the greatest number of free shares:
1

2

3

4

5

6

7

8

9

10

23,56820,00815,876

12,338

10,861

8,574

7,093

7,052

6,537

5,330

TOTAL

117,237

Allocation of free shares to all 78 employee beneficiaries:
Employee categories

Number of shares

Executives – France (59)119,172

Non-executives – France (5)604Other countries (14)63,484TOTAL (78)183,260

March 23, 2023
The Executive Board

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Additional reports

9 #8-+1)4:-87:<7.<0-@-+=<1>-7):,76;<7+378<176;
)447+)<-,,=:16/ (Article L. 225-184 of the French Commercial Code – Allocation of stock options)

I.

Legal framework

The Executive Board, acting under the powers granted to it by the Combined Shareholders’ Meeting of June 16, 2022 (the “Shareholders’Meeting”) in its 27th resolution, decided: on August 2, 2022, to allocate stock options to David Darmon, member of the Executive Board, and to certain employees of theCompany and its affiliates;

 on December 6, 2022, to allocate stock options to Laurent Mignon, Chairman of the Executive Board (Group CEO) since December 2,
2022.
André François-Poncet, Chairman of the Executive Board (Group CEO) until December 1, 2022, did not receive any stock options in 2022.
These options were allocated in full by the Company. The purpose of this report, prepared in accordance with Article L. 225-184 of theFrench Commercial Code, is to describe these allocations.

II.

Allocation to corporate officers

The members of the Executive Board were allocated stock subscription options as follows:
Numberof shares

Exercise period
start date

Exercise
price

Expiration
date

Valuation(1)Laurent Mignon

37,085

December 6, 2026

€87.05

December 5, 2032

€14.3

David Darmon

36,293

August 2, 2026

€84.27

August 1, 2032

€13.0

TOTAL

73,378Name(1) The options were valued by an independent expert using a Monte Carlo mathematical pricing model. The model takes into account various events
that might take place while the options are valid, including various points in time at which the predetermined requirements for both performanceand presence within the Company are tested.

The characteristics of these options are described in section 2.2.2 of the 2022 Universal Registration Document.

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III.

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Additional reports

Allocation to employees

On August 2, 2022, employees were allocated stock subscription options valued at €13.0 each, with the following characteristics:
Exercise period start date

Exercise priceExpiration date

€84.27

August 1, 2032

August 2, 2026

Allocation of options to the ten employee beneficiaries receiving the greatest number of options:
1

2

3

4

5

6

7

8

9

10

TOTAL

2,737

2,730

2,357

2,343

1,650

1,498

1,357

1,357

1,357

1,281

18,667

Allocation of stock options to all 78 employee beneficiaries:
Employee categories

Number of shares

Executives – France (59)26,153Non-executives – France (5)169

Other countries (14)9,958

TOTAL (78)IV.

36,280Exercise of options during 2022

During 2022, David Darmon exercised stock options allocated on July 5, 2012 as follows:
Number of options exercised during the year

Exercise price

9,500€54.93

During 2022, 6 employees exercised options, breaking down as follows:
Number of options
exercised during the year

Type of option(purchase/subscription)

1

4,000

Purchase€54.932

2,500

Purchase€54.93

Exercise price

3

1,800

Purchase€54.934

250

Purchase€54.93550

Purchase€54.93650

Purchase€54.93

March 23, 2023
The Executive Board

458  - 2022 Universal Registration Document#0):-074,-:;E--<16/7.C=6-C C 
Observations of the Supervisory Board for the Shareholders’ Meeting9*;-:>)<176;7.<0-#=8-:>1;7:A7):,
.7:<0-C#0):-074,-:;E--<16/

To the Shareholders,
In a difficult macroeconomic environment marked by a return of
inflation and a rise in interest rates, Wendel demonstrated
resilience and opportunism, and the Board saw a favorable trend in
the portfolio companies' performance. With a strong cash positionand liquidity, Wendel continued to roll out its 2021-2024 roadmap.
In this respect, we were delighted to see the acquisition of ACAMS
and the sale of Cromology completed in early 2022 under excellent
conditions. The development of Wendel Growth's business in 2022
also allowed us to invest in two companies, Tadaweb and Brigad, inearly 2023.
One of the highlights of 2022 was the Supervisory Board's
appointment of Laurent Mignon as Chairman of the Executive
Board (Group CEO), succeeding André François-Poncet from
December 2, 2022. Laurent Mignon was chosen following anorganized and efficient selection process, which allowed theSupervisory Board to fully appreciate his unique wealth ofexperience, as well as the transformations and development of thecompanies he has managed, with a constant desire to create
sustainable value. Laurent Mignon's values are perfectly in step withthose of Wendel and he has all the personal and professional
qualities needed to start a new chapter in the Group's long history.
André François-Poncet left Wendel in good working order with asimplified portfolio, a solid financial structure, and a reputed ESG
performance. The Supervisory Board would like to extend him its
warmest thanks for all he achieved and for his contribution to thesmooth hand-over to Laurent Mignon.
In 2022, the Supervisory Board continued to perform its control andoversight of the Executive Board with the support of its two
committees: the Audit, Risks and Compliance Committee and theGovernance and Sustainability Committee. The Supervisory Boardand the committees have continued to step up their focus on ESG,
while the ESG-related missions of each of the committees were set
out in the Supervisory Board's internal regulations when they wererevised on November 30, 2022.
The Supervisory Board and the committees were able to complete
their work on schedule. The Supervisory Board met ten times, theGovernance and Sustainability Committee met eight times and the
Audit, Risks and Compliance Committee met seven times.

On March 16, 2023, the Supervisory Board examined Wendel'sparent company and consolidated financial statements as preparedby the Executive Board. It has no observations to bring to yourattention and recommends that the financial statements beapproved.
Wendel's financial position remained solid throughout the year.
This allows the Executive Board, with the Supervisory Board's
approval, to propose a continuously increasing dividend of €3.20
for 2022, i.e., up 6.7% compared to the dividend paid for 2021,
which amounted to €3.0.
The creation of shareholder value is a constant concern of theSupervisory Board. Net Asset Value (NAV) amounted to €167.9 per
share as of December 31, 2022. Restated for the dividend of €3.0
per share paid in 2022, NAV per share decreased by 9%. The
discount in the share price in relation to NAV per share is being
monitored closely by the Supervisory Board. In this respect, it is the
responsibility of the Executive Board, composed of Laurent Mignon
and David Darmon, to propose a strategy to ensure that theWendel share price better reflects the intrinsic value of theCompany.
The Supervisory Board would like to warmly thank Jacqueline
Tammenoms Bakker, whose term of office expires at the end of the
Shareholders' Meeting, for her remarkable contribution to theSupervisory Board's work over the past eight years, including four
years as Chairwoman of the Governance and Sustainability
Committee.
The Supervisory Board submits to your vote the renewal of theterms of office of Gervais Pellissier and Humbert de Wendel for afurther period of four years.
The Supervisory Board also submits to your vote the appointment
of Fabienne Lecorvaisier, as an independent member of theSupervisory Board. With her vast professional experience as well as
her experience as a non-executive officer, Fabienne Lecorvaisier
will bring to the Supervisory Board her strategic vision, her
American experience, her expertise in mergers and acquisitions,and her knowledge of ESG issues. Subject to her appointment,
Fabienne Lecorvaisier will join the Audit, Risks and Compliance
Committee, which will benefit from her financial expertise, her skills
in risk control and her experience in non-financial reporting.
Lastly, the Board recommends that you approve all the resolutions
submitted by the Executive Board at the Shareholders' Meeting.

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Report of the Executive Board on the resolutions submitted to the Shareholders’ Meeting of June 15, 2023

 "-87:<7.<0-@-+=<1>-7):,76<0-:-;74=<176;
;=*51<<-,<7<0-#0):-074,-:;E--<16/
7.C=6-C C 
Ordinary Shareholders’ Meeting

With Laurent Mignon

2022 financial statements and allocation of net loss letter of guarantee granted by Wendel to cover Laurent Mignon

The purpose of the 1st and 2nd resolutions is to approve Wendel’s
financial statements as of December 31, 2022.

in case of claims in connection with his corporate offices within
the Wendel Group; acquisition from Wendel Luxembourg (wholly-owned subsidiary

The parent company financial statements show a net loss of€174 million. Equity (excluding the net loss for the year) amounted
to €7,196 million and shows Wendel’s sound financial position.

of Wendel) of co-investment shares issued by the Global
Performance 17 and Expansion 17 investment funds, linked to
Crisis Prevention Institute (CPI), Tarkett and ACAMS;

The consolidated financial statements show net income, Group
share, of €656.3 million.

 put and call agreements entered into with Wendel Luxembourg

The purpose of the 3rd resolution is to allocate the net loss for theyear ended December 31, 2022 and distribute a dividend of €3.20
per share, an increase of 6.7% from the ordinary dividend paid inrespect of 2021.

Dividend

relating to Laurent Mignon’s co-investments made or to bemade through the Global Performance 17 and Expansion 17
investment funds. The purpose of these agreements is todetermine what happens to co-investments in the event of
departure from the Wendel Group prior to liquidity eventsaffecting companies in which Laurent Mignon has co-invested.

2019

2020

2021

With David Darmon

€2.80

€2.90

€3.0

 increase of David Darmon’s exposure to CPI by the acquisitionof additional co-investment shares.

The ex-dividend date is June 19, 2023 and the dividend will be
paid on June 21, 2023.
For individuals whose tax residence is France, the gross dividend issubject either to a flat-rate tax on the gross dividend at the rate of
12.8% (Article 200 A of the French Tax Code (Code général desimpôts)) or to a progressive tax rate applied after an allowance of
40% (under Articles 200 A, 2. and 158-3 2° of the French Tax Code).
The dividend is also subject to social contributions at the rate of
17.2%.

Regulated related-party agreements
The purpose of the 4th resolution is to approve the agreements
entered into with certain corporate officers of the Company, as
described in the Statutory Auditors’ special report. These
agreements are:With André François-Poncet

 departure agreement setting the operational and financial termsof the end of André François-Poncet’s corporate office as
Chairman of the Executive Board (Group CEO) of Wendel.

460  - 2022 Universal Registration Document

The purpose of the 5th resolution is to approve regulated
related-party
agreements
enteredinto
withWendel-Participations SE and described in the Statutory Auditors’
special report. These agreements are:

 amendment to the trademark license allowing the use of the“Wendel Growth” name for the “Wendel Lab” activities; amendments to the Sapin II/Country by country tax reporting
service agreement and to the administrative service agreement; agreements entered into in the framework of the move ofWendel and Wendel-Participations to rue Paul Cézanne:
sublease, furniture sale and technical facilities provision, salemandate for artwork and artwork deposit agreement.

#0):-074,-:;E--<16/7.C=6-C C 
Report of the Executive Board on the resolutions submitted to the Shareholders’ Meeting of June 15, 2023

Transfer of the registered office
The purpose of the 6th resolution is to approve (i) the transfer of theregistered office from 89 rue Taitbout, 75009 Paris, to 2-4 rue Paul
Cézanne, 75008 Paris, effective from April 1, 2023 and (ii) the
corresponding amendment to Article 4 of the Company’s by-laws,
as decided by the Supervisory Board on March 16, 2023.
This move aims to provide offices better suited to the needs of theWendel teams, with appropriate technical and technological tools.
As a reminder, the sale of the Paris headquarters building wascompleted in 2022 under very good conditions.

Supervisory Board: appointment of a new memberof the Supervisory Board
The purpose of the 7th resolution is to appoint Fabienne
Lecorvaisier as member of the Supervisory Board for a period offour (4) years.
Fabienne Lecorvaisier notably served as Finance and Information
Systems Director of Essilor America in New York, before being
appointed as Chief Financial Officer for the Essilor group and Chief
Financial Officer at Air Liquide, where she now holds the position of
Executive Vice-President in charge of Sustainable Development,
Public and International Affairs, Social Programs and General
Secretariat. With her experience as a non-executive officer (as amember of the Board of Directors of Sanofi and Safran), Fabienne
Lecorvaisier will bring to the Supervisory Board her strategic vision,
her American experience, her expertise in mergers andacquisitions, and her knowledge of ESG issues.
Subject to her appointment, Fabienne Lecorvaisier will join the
Audit, Risks and Compliance Committee, which will benefit fromher financial expertise, her skills in risk control and her experiencein non-financial reporting.
It is specified that Fabienne Lecorvaisier will terminate her duties
with Air Liquide as of May 4, 2023 to focus on her non-executive
directorships.
Fabienne Lecorvaisier’s profile is set out in the Company’s 2022
Universal Registration Document, section 2.1.1.1 – Composition of
the Supervisory Board.

9

Supervisory Board: renewal of the term of officeof two members of the Supervisory Board
The purpose of the 8th resolution is to renew the term of office ofGervais Pellissier, and of the 9th resolution to renew the term ofoffice of Humbert de Wendel, both for a period of four (4) years, as
they are due to expire at the end of the Shareholders’ Meeting ofJune 15, 2023.
The Supervisory Board highlighted the following: for Gervais Pellissier: his financial expertise and executive
management experience within the Bull group and the Orange
group;

 for Humbert de Wendel: his financial expertise and knowledgeof the industrial sector acquired during his career with the Totalgroup.
The Supervisory Board also values the qualitative contributions ofGervais Pellissier and Humbert de Wendel to the work of the Boardand of the Audit, Risks and Compliance Committee throughout
their terms of office.
Gervais Pellissier and Humbert de Wendel’s profiles are set out in
the Company’s 2022 Universal Registration Document,
section 2.1.1.1 – Composition of the Supervisory Board.

Say on pay
The purpose of the 10th resolution is to approve the amendments
made for 2022 to the compensation policy of the Chairman of the
Executive Board, applicable to Laurent Mignon in his capacity as
Chairman of the Executive Board as of December 2, 2022.
Laurent Mignon’s compensation is in line with the 2022
compensation policy, subject to the adjustments described in the
Company’s 2022 Universal Registration Document (section 2.2.2.1 Application of the 2022 compensation policy), as set by theSupervisory Board, at its meetings of September 16 andOctober 27, 2022, on the recommendation of the Governance andSustainability Committee.
Your vote is required pursuant to Article L. 22-10-26 II of the French
Commercial Code.
The purpose of the 11th resolution is to approve the information
relating to the compensation paid or awarded in 2022 to theCompany’s corporate officers (members of the Executive Boardand members of the Supervisory Board), as presented in the
Supervisory Board’s report on Corporate Governance, in
accordance with Article L. 22-10-9 I of the French Commercial
Code. Your vote is required pursuant to Article L. 22-10-34 I of theFrench Commercial Code.

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Report of the Executive Board on the resolutions submitted to the Shareholders’ Meeting of June 15, 2023

In addition to the information concerning the total compensation
and benefits in kind paid in or awarded for 2022, the information
provided in accordance with these regulations contains, inparticular, the ratios between the level of compensation of
executive officers and the average and median compensation of
the Company’s employees, as well as data illustrating changes inthis compensation and in Wendel’s performance over the last fivefiscal years.
This information is described in the Supervisory Board’s report on
Corporate Governance, in section 2.2.2 – General information on
the compensation of corporate officers for fiscal year 2022 of theCompany’s 2022 Universal Registration Document.
The purpose of the 12th, 13th, 14th and 15th resolutions is to approve
the items of compensation paid in or awarded for 2022 to: André François-Poncet, Chairman of the Executive Board until
December 1, 2022;

 Laurent Mignon, Chairman of the Executive Board as from
December 2, 2022;

 David Darmon, member of the Executive Board; andShare buyback program
The 19th resolution proposes to renew the authorization granted to
the Company to buy back its own shares as provided for by law. As
in previous years, the maximum purchase price has been set at€250, and the authorization is valid for 14 months.
The share buyback program can only be used for the purposes
defined by law and set out in this resolution. In practice, yourCompany may use it to reduce the share capital by cancelingshares, carry out external growth transactions, make a market in the
Company’s shares or to cover stock option or free share plans. In
2022, Wendel bought back 748,899 treasury shares (including
479,475 shares under the liquidity agreement).
Under no circumstances may the Company buy back more than
10% of its share capital, i.e. 4,440,767 shares based on the capitalas of December 31, 2022. This authorization may not be usedduring a takeover bid.

Formalities
The purpose of the 23rd resolution is to grant all necessary powers
to carry out formalities related to the Shareholders’ Meeting.

 Nicolas ver Hulst, Chairman of the Supervisory Board.
These compensation items are presented in the Supervisory
Board’s report on Corporate Governance in section 2.2.3 –Breakdown of compensation paid in or awarded for 2022 to
Executive Board members and to the Chairman of the Supervisory
Board, subject to the shareholders’ vote of the Company’s 2022
Universal Registration Document.
The variable items of compensation of André François-Poncet,
Laurent Mignon and David Darmon will be paid to them after yourapproval.
Your vote is required pursuant to Article L. 22-10-34 II of the French
Commercial Code.
The purpose of the 16th, 17th and 18th resolutions is to approve thecompensation policy for the Chairman of the Executive Board, themember of the Executive Board and the members of theSupervisory Board for 2023. This policy is presented in the
Supervisory Board’s report on Corporate Governance, insections 2.2.1, 2.2.1.2 and 2.2.1.3 of the Company’s 2022 Universal
Registration Document. Your vote is required pursuant to
Article L. 22-10-26 II of the French Commercial Code.

Extraordinary Shareholders’ Meeting
Employee savings and employee share ownership
Wendel manages its employee share ownership policy with the aimof limiting the dilutive effect for shareholders.

Group savings plan
The purpose of the 20th resolution is to grant, for a period of
14 months, a delegation of authority to the Executive Board toincrease the share capital by a maximum nominal amount of€200,000, in favor of the Group’s employees and corporate officers
who are members of the Group savings plan or of the International
Group savings plan, subject to the prior authorization of theSupervisory Board.
In accordance with the legislation in force, the subscription price ofthe new shares shall not be higher than the average closing shareprice for the twenty (20) trading days prior to the date of the
Executive Board’s decision setting the opening date of thesubscription period, nor more than 30% lower than this average or
lower than any other upper limit that may be set by law.
The previous delegation of authority with the same purpose,
granted by the Shareholders’ Meeting of June 16, 2022, wasimplemented by the Executive Board in October 2022. Thesetransactions were successful among the beneficiaries and37,057 shares were subscribed, i.e. a nominal amount of €148,228.
Employee share ownership through the Group savings plan
(excluding members of the Executive Board) represented 0.79% of
the share capital as of December 31, 2022.

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Report of the Executive Board on the resolutions submitted to the Shareholders’ Meeting of June 15, 2023

9

Allocation of stock subscription and/or
purchase options and free shares

As regards the members of the Executive Board, the following
provisions apply:

The purpose of the 21st and 22nd resolutions is to authorize the
Executive Board, for a period of 14 months, to allocate stock
subscription or purchase options, and free shares, to employees
and corporate officers, up to a total limit of 1% of the share capital(unchanged versus last year).

 the exercise of stock subscription or purchase options and the the period during which the options may be exercised will startvesting of free shares are subject to the satisfaction of thepresence, performance and holding conditions provided for by
the compensation policy for members of the Executive Board inforce on the grant date, as may potentially be amended
subsequent to its approval in accordance with applicableregulations. For 2023, these conditions are set out in thecompensation policy for Executive Board members, describedin the report on Corporate Governance of the Supervisory Boardin section 2.2.1.2 of the Company’s 2022 Universal Registration
Document;

at least three (3) years from their grant date and may not exceedten (10) years from their grant date; the total number of shares resulting from the exercise of the

The price of the options will be set in accordance with legal andregulatory provisions, without any discount.
It is also provided that: the free shares will vest at the end of a vesting period, the lengthof which will be determined by the Executive Board and which
may not be less than three (3) years.
The exercise of all or part of the options allocated and the definitive
vesting of all or part of the free shares allocated to beneficiaries will
be subject to the satisfaction of presence and/or performance
conditions.

options and the vesting of the free shares allocated may notexceed (i) 50% of the overall limit mentioned above, or (ii) in
IFRS value, as set on their grant date, 95% of the total amount of
fixed and maximum annual variable compensation of the
Chairman and the member of the Executive Board (subject toany subsequent amendment, in accordance with applicableregulations).

The Executive Board recommends that the shareholders approve of all of the resolutions presented above, which are submitted to yourShareholders’ Meeting.

March 23, 2023,
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/-6,)
Ordinary Shareholders’ Meeting
1. Approval of the parent company financial statements for theyear ended December 31, 2022;
2. Approval of the consolidated financial statements for the year
ended December 31, 2022;

15. Approval of the compensation items paid during or awarded
for the year ended December 31, 2022 to Nicolas ver Hulst, as
Chairman of the Supervisory Board;
16. Approval of the compensation policy for the Chairman of the
Executive Board;

3. Net loss allocation, dividend approval and dividend payment;

17. Approval of the compensation policy for the member of the
Executive Board;

4. Approval of regulated related-party agreements entered intowith certain corporate officers of the Company;

18. Approval of the compensation policy for the members of theSupervisory Board;

5. Approval of regulated related-party agreements entered intowith Wendel-Participations SE;

19. Authorization given to the Executive Board to buy backCompany shares;

6. Approval of the registered office transfer;
7. Appointment of Fabienne Lecorvaisier as member of theSupervisory Board;
8. Renewal of the term of office of Gervais Pellissier as member of
the Supervisory Board;
9. Renewal of the term of office of Humbert de Wendel as
member of the Supervisory Board;
10. Approval of amendments made for 2022 to the compensation
policy of the Chairman of the Executive Board, applicable toLaurent Mignon as Chairman of the Executive Board as from
December 2, 2022;
11. Approval of the information relating to the compensation items
previously paid or awarded to the members of the Executive
Board and to the members of the Supervisory Board, in
accordance with Article L. 22-10-9 I of the French Commercial
Code;
12. Approval of the compensation items paid in or awarded for theyear ended December 31, 2022 to André François-Poncet, as
Chairman of the Executive Board until December 1, 2022;
13. Approval of the compensation items paid in or awarded for theyear ended December 31, 2022 to Laurent Mignon, as
Chairman of the Executive Board as of December 2, 2022;
14. Approval of the compensation items paid in or awarded for theyear ended December 31, 2022 to David Darmon, as memberof the Executive Board;464  - 2022 Universal Registration Document

Extraordinary Shareholders’ Meeting
20. Delegation of authority granted to the Executive Board toincrease the share capital through the issue of shares or
securities giving access to the share capital reserved formembers of the Group savings plan and the international
Group savings plan, with cancellation of preferential
subscription rights in their favor;
21. Authorization given to the Executive Board to allocate stock
subscription or purchase options to some or all of theCompany’s executive corporate officers and employees,
entailing the waiver by shareholders of their preferential
subscription rights to the shares issued on exercise of theoptions;
22. Authorization given to the Executive Board to allocate freeshares to some or all of the Company’s executive corporate
officers and employees, entailing the waiver by shareholders of
their preferential subscription rights to the shares to be issued;

Ordinary Shareholders’ Meeting
23. Powers for legal formalities.

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:,16):A:-;74=<176;

First resolution

Third resolution(Approval of the parent company financial statements for the year
ended December 31, 2022)(Net loss allocation, dividend approval and dividend payment)

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed:

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, on the
proposal of the Executive Board approved by the Supervisory
Board,

 the Executive Board’s management report for 2022 and the

1. decides to allocate:

Supervisory Board’s observations; and the Statutory Auditors’ report on the financial statements;
approves the parent company financial statements for the year
ended December 31, 2022, as presented by the Executive Board,which show a net loss of €174,482,613.74, as well as thetransactions presented in these financial statements or described inthese reports.

Second resolution

 the net loss for 2022 amounting to €174,482,613.74,
 the“Retained
earnings”€4,798,135,860.75,

account

amountingto constituting a distributable profit of €4,623,653,247.01,

as follows: to the shareholders, an amount of. €142,104,566.40,
 representing a net dividend of €3.20 per share, to other reserves an amount of €0,(Approval of the consolidated financial statements for the year
ended December 31, 2022)

 for the balance, to the “Retained earnings” account an

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed:

2. decides that the ex-dividend date will be June 19, 2023, andthat the dividend will be paid on June 21, 2023;

 the Executive Board’s management report for 2022 and theSupervisory Board’s observations; and the Statutory Auditors’ report on the consolidated financial
statements;
approves the consolidated financial statements for the year ended
December 31, 2022, as presented by the Executive Board, showing
net income, Group share, of €656.3 million, as well as thetransactions presented in these financial statements or described inthese reports.

amount of €4,481,548,680.61;

3. decides that the dividend that cannot be paid on Wendel
treasury shares shall be allocated to the “Retained earnings”
account and that the amounts required to pay the dividend
described above on shares resulting from the exercise of stock
subscription or purchase options before the ex-dividend dateshall be deducted from the “Retained earnings” account;
4. notes that, in accordance with Article 243 bis of the French Tax
Code, the dividends paid out for the past three fiscal years
were:Dividends distributed

Net dividend
per share

2019€125,110,462.40

€2.80

2020

€129,685,445.10

€2.90

2021

€134,243,829€3.0

Fiscal year

For individuals whose tax residence is France, the gross dividend issubject either to a flat-rate tax on the gross dividend at the rate of
12.8% (Article 200 A of the French Tax Code) or to a progressive
tax rate applied after an allowance of 40% (under Articles 200 A, 2.
and 158-3 2° of the French Tax Code). The dividend is also subject
to social contributions at the rate of 17.2%.

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Fourth resolution

Eighth resolution(Approval of regulated related-party agreements entered into withcertain corporate officers of the Company)(Renewal of the term of office of Gervais Pellissier as member of theSupervisory Board)

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
heard the Statutory Auditors’ special report on agreements
governed by Articles L. 225-38 et seq. and L. 225-86 et seq. of theFrench Commercial Code, notes the content of the report andapproves the agreements entered into with certain corporate
officers of the Company during the year ended December 31, 2022
and at the beginning of 2023, as mentioned in this report andsubmitted for approval.

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, notesthat Gervais Pellissier’s term of office as member of the Supervisory
Board expires at the end of this Meeting and resolves to renew his
term of office for a period of four (4) years expiring at the Ordinary
Shareholders’ Meeting called in 2027 to approve the financial
statements for the year ending December 31, 2026.

Fifth resolution(Renewal of the term of office of Humbert de Wendel as member of
the Supervisory Board)(Approval of regulated related-party agreements entered into with
Wendel-Participations SE)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
heard the Statutory Auditors’ special report on agreements
governed by Articles L. 225-38 et seq. and L. 225-86 et seq. of theFrench Commercial Code, notes the content of the report andapproves
theagreements
enteredinto
withWendel-Participations SE during the year ended December 31,
2022 and at the beginning of 2023, as mentioned in the said reportand submitted for approval.

Sixth resolution(Approval of the registered office transfer)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
heard the Executive Board’s report, approves, pursuant to
Article L. 225-65 of the French Commercial Code (i) the transfer ofthe registered office from 89 rue Taitbout, 75009 Paris, to 2-4 rue
Paul Cézanne, 75008 Paris, effective from April 1, 2023 and (ii) the
corresponding amendment to Article 4 of the Company’s by-laws,
as decided by the Supervisory Board on March 16, 2023.

Seventh resolution(Appointment of Fabienne Lecorvaisier as member of theSupervisory Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, decides
to appoint Fabienne Lecorvaisier as member of the Supervisory
Board for a term of four (4) years expiring at the Ordinary
Shareholders’ Meeting called in 2027 to approve the financial
statements for the year ending December 31, 2026.

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Ninth resolution

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, notesthat Humbert de Wendel’s term of office as member of theSupervisory Board expires at the end of this Meeting and resolves
to renew his term of office for a period of four (4) years expiring at
the Ordinary Shareholders’ Meeting called in 2027 to approve thefinancial statements for the year ending December 31, 2026.

Tenth resolution(Approval of amendments made for 2022 to the compensation
policy of the Chairman of the Executive Board, applicable to Laurent
Mignon as Chairman of the Executive Board as from December 2,
2022)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-26 II of theFrench Commercial Code, the amendments made for 2022 to thecompensation policy of the Chairman of the Executive Board,
applicable to Laurent Mignon, as presented in this report(section 2.2.2.1 of the 2022 Universal Registration Document,
page 120).

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9

Eleventh resolution

Fourteenth resolution(Approval of the information relating to the compensation items
previously paid or awarded to the members of the Executive Boardand to the members of the Supervisory Board, in accordance with
Article L. 22-10-9 I of the French Commercial Code)(Approval of the compensation items paid in or awarded for the year
ended December 31, 2022 to David Darmon, as member of the
Executive Board)

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-34 I of theFrench Commercial Code, the information referred to in
Article L. 22-10-9 I of the French Commercial Code (section 2.2.2 ofthe 2022 Universal Registration Document, pages 119 to 139).

Twelfth resolution(Approval of the compensation items paid in or awarded for the year
ended December 31, 2022 to André François-Poncet, as Chairmanof the Executive Board until December 1, 2022)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-34 II of theFrench Commercial Code, the fixed, variable and exceptional items
making up the total compensation and benefits in kind paid in orawarded for the year ended December 31, 2022 to André
François-Poncet, in his capacity as Chairman of the Executive Board
until December 1, 2022, as presented in this report (section 2.2.3 ofthe 2022 Universal Registration Document, pages 140 to 142).

Thirteenth resolution

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-34 II of theFrench Commercial Code, the fixed, variable and exceptional items
making up the total compensation and benefits in kind paid in orawarded for the year ended December 31, 2022 to David Darmon,in his capacity as member of the Executive Board, as presented inthis report (section 2.2.3 of the 2022 Universal Registration
Document, pages 140, 145 and 146).

Fifteenth resolution(Approval of the compensation items paid in or awarded for the year
ended December 31, 2022 to Nicolas ver Hulst, as Chairman of theSupervisory Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-34 II of theFrench Commercial Code, the fixed, variable and exceptional items
making up the total compensation and benefits in kind paid in orawarded for the year ended December 31, 2022 to Nicolas ver
Hulst, in his capacity as Chairman of the Supervisory Board, aspresented in this report (section 2.2.3 of the 2022 Universal
Registration Document, pages 140 and 147).

(Approval of the compensation items paid in or awarded for the year
ended December 31, 2022 to Laurent Mignon, as Chairman of the
Executive Board as of December 2, 2022)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-34 II of theFrench Commercial Code, the fixed, variable and exceptional items
making up the total compensation and benefits in kind paid in orawarded for the year ended December 31, 2022 to Laurent
Mignon, in his capacity as Chairman of the Executive Board as ofDecember 2, 2022, as presented in this report (section 2.2.3 of the2022 Universal Registration Document, pages 140, 143 and 144).

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Sixteenth resolution

Nineteenth resolution(Approval of the compensation policy for the Chairman of the
Executive Board)(Authorization given to the Executive Board to buy back Company
shares)The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-26 II of theFrench Commercial Code, the compensation policy applicable to
the Chairman of the Executive Board, as presented in this report(sections 2.2.1.1 and 2.2.1.2 of the 2022 Universal Registration
Document, pages 110 to 117).

The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, on the
proposal of the Executive Board approved by the Supervisory
Board pursuant to Article 15-V of the by-laws,

Seventeenth resolution(Approval of the compensation policy for the member of the
Executive Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-26 II of theFrench Commercial Code, the compensation policy applicable tothe member of the Executive Board, as presented in this report(sections 2.2.1.1 and 2.2.1.2 of the 2022 Universal Registration
Document, pages 110 to 117).

Eighteenth resolution(Approval of the compensation policy for the members of theSupervisory Board)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Ordinary Shareholders’ Meetings, having
reviewed the report of the Supervisory Board on Corporate
Governance, approves, pursuant to Article L. 22-10-26 II of theFrench Commercial Code, the compensation policy applicable tomembers of the Supervisory Board, as presented in this report(sections 2.2.1.1 and 2.2.1.3 of the 2022 Universal Registration
Document, pages 110, 111 and 118).

 having reviewed the Executive Board’s report;
 in accordance with the provisions of Articles L. 22-10-62 et seq.
of the French Commercial Code, Regulation (EU) 596/2014 of
the European Parliament and of the Council of April 16, 2014 on
market abuse, Delegated Regulation (EU) 2016/1052 of theCommission of March 8, 2016 on the conditions applicable toshare buyback programs and stabilization measures, theGeneral Regulations of the French financial markets authority(Autorité des marchés financiers – AMF), Articles 241-1 et seq., aswell as any other provisions that may become applicable;
1. authorizes the Executive Board, with the power to sub-delegate
as provided for by law, to buy back shares of the Company
within the following limits:
 the number of shares purchased by the Company during theterm of the buyback program does not exceed 10% of theshares comprising the share capital of the Company at any
time, with said percentage applying to the share capitaladjusted based on the transactions affecting it subsequent tothis meeting, (i.e., on the basis of the share capital as ofDecember 31, 2022, 4,440,767 shares), it being specified thatin accordance with the law, (i) if shares are redeemed toincrease liquidity under the conditions defined by the AMF’s
General Regulations, the number of shares taken into accountfor the calculation of that 10% limit corresponds to thenumber of shares purchased, minus the number of shares
sold during the term of the authorization, and (ii) if the sharesare bought back by the Company for the purpose of being
held and subsequently delivered in payment or exchange
during an external growth operation, the number of sharesbought back may not exceed 5% of its share capital,
 the number of shares held by the Company at any time shallnot exceed 10% of the Company’s share capital at the dateunder consideration;

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2. decides that the Company’s shares, within the limits defined
above, may be bought back for the following purposes:
 to enable an investment service provider to trade on asecondary market or maintain the liquidity of the Company’s
shares within the framework of a liquidity agreement
complying with market practices approved by the AMF,
 to implement stock purchase option plans as defined in

Articles L. 225-177 et seq. and L. 22-10-56 et seq. of theFrench Commercial Code,to allocate free shares pursuant to the provisions ofArticles L. 225-197-1 et seq. and L. 22-10-59 et seq. of theFrench Commercial Code, to deliver shares on the exercise of rights attached tosecurities giving access to the Company’s share capital
immediately or in the future, to hold and subsequently deliver shares (in exchange, as

payment or otherwise) in the context of external growthtransactions, mergers, spin-offs or asset contributions, subject
to prior authorization by the Supervisory Board, to allocate or sell shares as part of the Group’s profit sharing

program and any Group savings plan as provided for by law,in particular Articles L. 3332-1 et seq. of the French Labor
Code, to cancel all or part of the shares bought back, subject to theprior authorization of the Supervisory Board, pursuant to theauthorization of the Shareholders’ Meeting;this program is also intended to allow the Company to pursue
any other purpose that has been or may be authorized bylegislation or regulations in force, or by any market practicethat may be allowed by the AMF, in such a case, the Company
would inform its shareholders by means of a press release;9

3. decides that the acquisition, disposal or transfer of shares may,subject to the applicable legal and regulatory restrictions, be
performed at any time and by any means on the regulated
market of Euronext Paris or elsewhere, including by:block transfers,
 public offers (purchase, sale or exchange), use of any financial instruments or derivatives,
 creation of optional instruments,
 conversion,exchange, redemption, delivery of sharesfollowing the issue of securities giving future access to theCompany’s share capital, or in any other way, either directly or indirectly, through aninvestment services provider;
4. sets the maximum purchase price at €250 per share (excluding
brokerage fees) (representing, on an indicative basis, a total
maximum share buyback amount of €1,110,191,750 on thebasis of 4,440,767 shares corresponding to 10% of the sharecapital as of December 31, 2022), and grants full powers to the
Executive Board to adjust this purchase price, in the event oftransactions affecting the Company’s share capital, in order totake into account the impact of these transactions on the valueof the shares;
5. decides that the Executive Board may not, without the priorauthorization of the Shareholders’ Meeting, use this delegationfrom the date of the announcement by a third party of atakeover bid for the Company’s securities until the end of thebid period;
6. grants full powers to the Executive Board, with the power to
sub-delegate, without this list being exhaustive, to decide andimplement this authorization, to specify, where necessary, theterms and procedures, to carry out the share buyback program,and in particular to trade on the stock market, enter into any
agreements, facilitate the recording of purchases and sales instock market registers, inform the shareholders under theconditions provided for by the laws and regulations in force,make any disclosures including to the AMF, carry out any
formalities, and, generally, do what is required for theapplication of this authorization;
7. decides that this authorization, which terminates, for theirunused amounts, any previous authorization with the same
purpose, will be valid for a period of fourteen (14) months fromthe date of this Shareholders’ Meeting.

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Twentieth resolution(Delegation of authority granted to the Executive Board to increase
the share capital through the issue of shares or securities giving
access to the share capital reserved for members of the Groupsavings plan and the international Group savings plan, withcancellation of preferential subscription rights in their favor)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Extraordinary General Meetings,

 having reviewed the Executive Board’s report and the Statutory
Auditors’ special report; and pursuant to the provisions of Articles L. 225-129, L. 225-129-2,
L. 225-129-6, L. 225-138-1, and L. 22-10-49 of the French
Commercial Code and Articles L. 3332-18 et seq. of the French
Labor Code;
1. delegates to the Executive Board, with the power to
sub-delegate as provided for by law, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, the authority to increase the share capital, on
one or more occasions, through the issue of shares or securities
giving access to the capital, reserved for members of one ormore company savings plans implemented within the Group;
2. decides to set at €200,000 the maximum aggregate nominal
amount of capital increases that may be carried out by virtue of
this delegation;
3. decides to cancel the shareholders’ preferential subscription
right to the securities issued under this delegation in favor of
members of one or more company savings plans implemented
within the Group;
4. decides that the subscription price of the new shares, set by the
Executive Board in accordance with Article L. 3332-19 of theFrench Labor Code, shall not be higher than the averageclosing share price for the twenty (20) trading days prior to thedate of the Executive Board decision setting the opening dateof the subscription period, nor more than 30% lower than thisaverage or lower than any other upper limit that may be set bylaw;

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5. authorizes the Executive Board to allocate, free ofconsideration, to the members of one or more company
savings plans implemented within the Group, in addition to theshares or securities giving access to the share capital to be
subscribed in cash, shares or securities giving access to sharecapital already issued, in full or partial substitution for the
discount set by the Executive Board and/or as a matching
contribution, with the stipulation that the resulting benefit fromthis allocation may not exceed the applicable legal or
regulatory limits defined in Articles L. 3332-11 and L. 3332-19
et seq. of the French Labor Code;
6. grants full powers to the Executive Board, with the power to
sub-delegate as provided for by law, to implement thisdelegation and in particular, but without this list being
exhaustive, to: determine the companies or corporate Groups whose

employees may subscribe or receive the shares or securities
allocated by virtue of this resolution,
 decide that shares or securities may be subscribed or

acquired directly by the beneficiaries, members of acompany savings plan implemented within the Group or
through mutual funds or other structures or entities
authorized by applicable legal or regulatory provisions, decide the amount to be issued or sold, set the issue price inaccordance with the terms and limits set by the legislation inforce and the terms of payment, approving the dates, terms
and conditions of the issues to be carried out under thisdelegation,
 set the date from which ownership rights to the new sharesshall take effect, set the period within which payment must be
made within the maximum period set by the legal andregulatory provisions in force, as well as, if applicable, therequired length of service for beneficiaries to participate in
the transaction and benefit from the Company’s contribution,
 in the event of the allocation, free of consideration, of sharesor securities giving access to the share capital, set the
number of shares or securities giving access to capital to beissued, the number to be allocated to each beneficiary andset the dates, time periods, terms and conditions of theallocation of these shares or securities giving access to theshare capital within the legal and regulatory limits in force
and, notably, choose to allocate these shares or securities
giving access to the share capital in full or partial substitution
for the discount decided by the Executive Board, or to apply
the value of these shares or securities to the total of theCompany contribution or combine the two possibilities,#0):-074,-:;E--<16/7.C=6-C C 
Draft resolutions

charge, if applicable, costs against share premiums, notably
issue expenses, and deduct from this amount the sums to betransferred to the legal reserve,
 recognize the amount of the capital increase or increases

resulting from any issue carried out under this delegation andamend the by-laws accordingly, and generally, take all appropriate steps and enter into any

agreements in order to ensure the successful completion of
the planned transactions;7. decides that this delegation, which terminates any previousdelegation with the same purpose, shall be valid for a period offourteen (14) months from the date of this Shareholders’Meeting.

Twenty-first resolution(Authorization given to the Executive Board to allocate stock
subscription or purchase options to some or all of the Company’s
executive corporate officers and employees, entailing the waiver byshareholders of their preferential subscription rights to the sharesissued on exercise of the options)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Extraordinary Shareholders’ Meetings,

 having reviewed the Executive Board’s report and the Statutory
Auditors’ special report; and pursuant to the provisions of Articles L. 225-177 et seq. andArticles L. 22-10-56 et seq. of the French Commercial Code;
1. authorizes the Executive Board to allocate, on one or more
occasions, stock subscription options, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, and/or stock purchase options in the Company,in favor of individuals that it shall designate – or havedesignated – from among the executive corporate officers
described in Article L. 225-185 of the French Commercial Codeand employees of the Company or of companies or corporate
Groups related to it as defined by Article L. 225-180 of theFrench Commercial Code;
2. decides that the number of shares available to be vested or
subscribed through the exercise of options granted under thisauthorization shall not exceed 1% of the existing share capitalon the date the options are allocated, not taking into accountany adjustments that may be made to preserve the rights of thebeneficiaries of said options; it being specified that the numberof shares granted under the 22nd resolution of thisShareholders’ Meeting shall be deducted from this ceiling;9

3. decides that the total number of shares that may be acquired or
subscribed by the members of the Executive Board through theexercise of the options granted under this authorization given
to the members of the Executive Board may not exceed 50% of
the ceiling mentioned in the previous paragraph; it being
specified that in any event, the total value of the options
granted to members of the Executive Board, combined withthat of the free shares referred to in the 22nd resolution(determined on their allocation date), may not exceed the limit– expressed as a proportion of their compensation – set by thecompensation policy for the members of the Executive Board,as may potentially be amended subsequent to its approval inaccordance with applicable regulations;4. decides that the Executive Board may amend its initial choice
between stock subscription and stock purchase options, if theoption exercise period has not yet begun; should the Executive
Board amend its choice in favor of stock subscription options, it
must obtain the prior approval of the Supervisory Board, inapplication of Article 15-V of the by-laws;
5. duly notes that, in accordance with the provisions ofArticle L. 225-178 of the French Commercial Code, thisauthorization includes an express waiver by shareholders of
their preferential rights to subscribe to any shares to be issued
as these options are exercised, in favor of the option’s
beneficiaries;
6. notes that the exercise of all or part of the options granted tothe beneficiaries – with the exception of those granted tomembers of the Executive Board which are subject to specificrules (see below) – will be subject to the satisfaction of presence
and/or performance conditions determined by the Executive
Board;
7. notes that in the event of an allocation of options to themembers of the Executive Board, the exercise of the options
will be subject to the satisfaction of the presence, performanceand holding conditions provided for by the compensation
policy for the members of the Executive Board, as may
potentially be amended subsequent to its approval inaccordance with applicable regulations;
8. decides that the options to be allocated under thisauthorization shall be subject to disclosure in the form of a
special report of the Executive Board to the Shareholders’Meeting, in accordance with legal and regulatory provisions inforce;

 - 2022 Universal Registration Document

471

9

#0):-074,-:;E--<16/7.C=6-C C 
Draft resolutions

9. grants full powers to the Executive Board to implement thisauthorization, in particular, but without this list being
exhaustive, to: set the conditions for the exercise of options and in particular(i) the period(s) to exercise the options thus granted, it being
specified that the period during which these options may be
exercised will start at least three (3) years from their allocation
date and may not exceed ten (10) years from said date and(ii) the presence and/or performance conditions,determine the dates of each allocation,
 determine the subscription price for new shares and thepurchase price for existing shares, it being specified that thisshare subscription or purchase price will be set in accordancewith the legal and regulatory provisions in force on the dateon which the options are granted, without, however, being
lower than the average closing share price of the twenty (20)trading days prior to the date of the price setting nor, as
regards to stock purchase options, the average purchaseprice of treasury shares held by the Company, set the list or categories of beneficiaries of the options,take the necessary measures to protect the interests of thebeneficiaries in order to take into account any financialtransactions that may occur before the options are exercised, approve the rules of the option plan and, as the case may be,amend it following the allocation of the options,
 provide for the possibility of temporarily suspending theexercise of options in accordance with legal and regulatory
provisions for a maximum of three (3) months in the eventthat financial transactions are carried out involving theexercise of rights attached to the shares,
record, if appropriate, for each capital transaction, thenumber and total value of the shares issued during the year
as a result of the exercise of options,
 charge, if applicable, costs against share premiums, notably

issue expenses, and deduct from this amount the sums to betransferred to the legal reserve,
 recognize the amount of the capital increase or increases

resulting from any issue carried out under this delegation andamend the by-laws accordingly, and generally, take all appropriate steps and enter into any

agreements in order to ensure the successful completion of
the planned transactions;10. decides that this authorization, which terminates any previous
authorizations with the same purpose, shall be valid for aperiod of fourteen (14) months from the date of thisShareholders’ Meeting.

472  - 2022 Universal Registration Document

Twenty-second resolution(Authorization given to the Executive Board to allocate free shares tosome or all of the Company’s executive corporate officers andemployees, entailing the waiver by shareholders of their preferential
subscription rights to the shares to be issued)
The Shareholders’ Meeting, voting under the quorum and majority
conditions required for Extraordinary Shareholders’ Meetings,

 having reviewed the Executive Board’s report and the Statutory
Auditors’ special report; and pursuant to Articles L. 225-197-1 et seq. and L. 22-10-59 et seq.
of the French Commercial Code;
1. authorizes the Executive Board to allocate, on one or more
occasions, existing performance shares or, subject to the priorapproval of the Supervisory Board in application of Article 15-Vof the by-laws, performance shares to be issued, in favor of
employees or corporate officers of the Company described inparagraph II of Article L. 225-197-1 of the French Commercial
Code, or employees and corporate officers of companies or
corporate
Groupsrelatedtoitasdefinedby
Article L. 225-197-2 of the French Commercial Code;
2. decides that the total number of shares, whether existing or to
be issued, that may be allocated under this authorization shallnot exceed 1% of the existing share capital on the date theshares are allocated, not taking into account any adjustmentsthat may be made to preserve the rights of the beneficiaries ofsaid shares; it being specified that the number of shares
allocated shall be deducted from the maximum number ofshares that may be issued under the 21st resolution of thisShareholders’ Meeting;
3. decides that the total number of shares that may be allocatedto the members of the Executive Board may not exceed 50% of
the ceiling mentioned in the previous paragraph; it being
specified that in any event, the total value of the free shares
granted to the members of the Executive Board, combined withthat of the options referred to in the 21st resolution (determinedon their allocated date), may not exceed the limit – expressed
as a proportion of their compensation – set by thecompensation policy for the members of the Executive Board,as may potentially be amended subsequent to its approval inaccordance with applicable regulations;#0):-074,-:;E--<16/7.C=6-C C 
Draft resolutions

4. decides that, subject to legal exceptions:
 the allocation of shares to their beneficiaries will become

definitive at the end of a vesting period, the length of which
will be determined by the Executive Board and which may
not be less than three (3) years,
 the Executive Board may set a period over which thebeneficiaries must hold the aforementioned shares;
5. notwithstanding the provisions of the above paragraph,
decides that the Executive Board may provide that the shares
will nevertheless definitely vest and the beneficiary will have theright to freely transfer them if the beneficiary is the subject of
one of the cases of disability covered by Article L. 225-197-1 of
the French Commercial Code;
6. notes that the definitive vesting of all or part of the free shares
allocated to beneficiaries – with the exception of those granted
to members of the Executive Board which are subject tospecific rules (see below) – will be subject to the satisfaction of
the presence and/or performance conditions determined by
the Executive Board;
7. notes that in the event of the allocation of free shares to themembers of the Executive Board, the vesting of the shares will
be subject to the satisfaction of the presence, performance andholding conditions provided for by the compensation policy forthe members of the Executive Board, as may potentially beamended subsequent to its approval in accordance withapplicable regulations;9 determine whether free shares allocated will be shares to beissued and/or existing shares (in the case of shares to beissued, subject to the prior approval of the Supervisory Board
pursuant to Article 15-V of the by-laws),
 approve the rules of the free share plan and, as the case may

be, amend it following the allocation of shares,
 in the event of the issue of new shares, charge the amounts

required for the full payment of shares against reserves,profits or share premiums,
charge, if applicable, costs against share premiums, notably
issue expenses, and deduct from this amount the sums to betransferred to the legal reserve,
 recognize the amount of the capital increase or increases

resulting from any issue carried out under this delegation andamend the by-laws accordingly, and generally, take all appropriate steps and enter into any

agreements in order to ensure the successful completion of
the planned transactions;11. decides that this authorization, which terminates any previous
authorizations with the same purpose, shall be valid for aperiod of fourteen (14) months from the date of thisShareholders’ Meeting.

8. authorizes the Executive Board to adjust the number of shares,
if applicable, during the vesting period, as a result oftransactions affecting the Company’s share capital, so as toprotect the rights of the beneficiaries;
9. duly notes that in the case of shares to be issued, thisauthorization shall entail, in favor of the beneficiaries, thewaiver by the shareholders of their preferential rights to
subscribe to the shares whose issuance is authorized;
10. grants full powers to the Executive Board to implement thisauthorization, in particular, but without this list being
exhaustive, to: set the conditions and criteria for the allocation of shares,

establish the list of beneficiaries of shares or define thecategory or categories of beneficiaries of the performance
shares as well as the number of shares to be awarded to eachof them, adjust, if applicable, the number of shares granted to protect

the rights of beneficiaries with regard to any transactions
involving the Company’s share capital, it being specified thatthe shares granted as a result of these adjustments shall beconsidered to have been distributed on the same date as theshares initially awarded, - 2022 Universal Registration Document

473

9


#0):-074,-:;E--<16/7.C=6-C C 
Draft resolutions:,16):A:-;74=<176

Twenty-third resolution(Powers for legal formalities)
The Shareholders’ Meeting, voting under the quorum and majority conditions required for Ordinary Shareholders’ Meetings, grants fullpowers to the bearer of copies or extracts of the minutes of these proceedings to make all declarations and carry out all registration, filingand other formalities.

474  - 2022 Universal Registration Document

10
$  "$ 

! &$&%&$ %&! %)&$&"$&% $!%%$$ &%10.7.1
10.7.2%  & % -  ! &! !$-'% %%-%&&'%

10.7.3
10.7.4

*" %%$$$&! $&%-   
!-&$ &*!

%'""$%'%&!$% "$%! %$%"! %!$&' ($%$%&$&! !' & &'&!
&  %&& &%
10.6.1
10.6.210.6.3

Person responsible for financial
information
Person responsible
for the Universal Registration
Document including the annual
financial report
Persons responsible for the auditof the financial statements andtheir fees

10.7.5

Cross-reference table
for the Universal Registration
Document
Cross-reference table
for the annual financial report
Cross-reference table
for the Executive Board’s
management report
Cross-reference table for theSupervisory Board’s reporton Corporate Governance
Cross-reference table for the
non-financial performancestatement (NFPS)



480
482

483

484

485

 !%%$+  *+&!"



478

478

479

 - 2022 Universal Registration Document

475

10

,,1<176)46.7:5)<176
Contracts 76<:)+<;
Shareholders’ and corporate governance agreements are described in section 8.3.10 of the Universal Registration Document.
Financial contracts are described in note 6 “Financial risk management” to the consolidated financial statements (section 6.7 of the Universal
Registration Document).
Except for these contracts and agreements, the Group does not have any significant dependence on any given patent, license, or industrial,commercial or financial contract.

 $:)6;)+<176;?1<0:-4)<-,8):<1-;
Information on related parties can be found in note 4 “Related parties” to the consolidated financial statements (section 6.7 of the Universal
Registration Document).
The related-party agreements as defined by Articles L. 225-38 and L. 225-86 of the French Commercial Code are set out in the Statutory
Auditors’ special report on related-party agreements in section 9.1.1 of the Universal Registration Document.

 #1/61.1+)6<+0)6/-;16C.16)6+1)4+76,1<176
7:C*=;16-;;C;<)<=;
Wendel announces the successful issue of €750m of bonds exchangeable into ordinary shares of Bureau Veritas due 2026
On March 22, 2023, Wendel announced the successful issue of €750m of bonds exchangeable into Bureau Veritas' shares at a premium of
25% above the reference share price and a coupon of 2.625%. Wendel reiterates its full confidence in Bureau Veritas' strategy.

476  - 2022 Universal Registration Document

,,1<176)46.7:5)<176
Expenses referred to in Articles 39-4 and 223 quater of the French Tax Code10 @8-6;-;:-.-::-,<716:<1+4-;C  )6,
C7.C<0-:-6+0$)@7,2015

Wendel’s expenses referred to in Articles 39-4 and 223 quater of the French Tax Code amounted to:€7,482

2016

Wendel’s expenses referred to in Articles 39-4 and 223 quater of the French Tax Code amounted to:€19,3402017

Wendel’s expenses referred to in Articles 39-4 and 223 quater of the French Tax Code amounted to:€21,4992018

Wendel’s expenses referred to in Articles 39-4 and 223 quater of the French Tax Code amounted to:€4,5682019

Wendel’s expenses referred to in Articles 39-4 and 223 quater of the French Tax Code amounted to:€3,9232020

Wendel’s expenses referred to in Articles 39-4 and 223 quater of the French Tax Code amounted to:€3,9232021

Wendel’s expenses referred to in Articles 39-4 and 223 quater of the French Tax Code amounted to:€3,9232022

Wendel’s expenses referred to in Articles 39-4 and 223 quater of the French Tax Code amounted to:€3,923 #=8841-:;+=;<75-:;
In 2022
Pursuant to Article D. 441-4 of the French Commercial Code, thebreakdown of the payment terms of the Company’s suppliers andcustomers shows that one invoice received was past due at thereporting date, amounting to €54 thousand, and one invoice issued
was past due at the reporting date, amounting to €3.7 thousand
including VAT.

One customer invoice was past due by more than 60 days,
amounting to €3.7 thousand, and one supplier invoice was morethan 60 days past due, amounting to €54 thousand.
No supplier or customer invoices were disputed or unrecognized.

 - 2022 Universal Registration Document

477

10

,,1<176)46.7:5)<176
Persons responsible for the Universal Registration Document and the audit of the financial statements !-:;76;:-;876;1*4-.7:<0-%61>-:;)4"-/1;<:)<176
7+=5-6<)6,<0-)=,1<7.<0-.16)6+1)4;<)<-5-6<;
 

!-:;76:-;876;1*4-.7:.16)6+1)416.7:5)<176

Jérôme Michiels, Executive Vice-President and Chief Financial Officer, Director of Wendel GrowthTel.: +33 (0)1 42 85 30 00
E-mail: j.michiels@wendelgroup.com

 

!-:;76:-;876;1*4-.7:C<0-C%61>-:;)4"-/1;<:)<1767+=5-6<
16+4=,16/<0-)66=)4.16)6+1)4:-87:<

I hereby certify that the information contained in this Universal Registration Document is, to the best of my knowledge, consistent with thefacts and does not contain any omissions that could alter its scope.
I hereby certify that, to the best of my knowledge, the financial statements have been prepared in accordance with applicable accounting
standards and present a true and fair view of the assets, financial position and results of the Company and of its consolidated Group ofcompanies and that the management report (for which the cross-reference table appears in section 10.7.3) presents a true and fair view ofthe business, results and financial position of the Company and of its consolidated Group of companies, and describes the main risks anduncertainties to which they are exposed.
Paris, April 14, 2023
Laurent Mignon
Group CEO478  - 2022 Universal Registration Document

,,1<176)46.7:5)<176
Persons responsible for the Universal Registration Document and the audit of the financial statements 

10!-:;76;:-;876;1*4-.7:C<0-C)=,1<7.<0-.16)6+1)4;<)<-5-6<;
)6,<0-1:.--;10.6.3.1 Statutory Auditors
Ernst & Young Audit represented by Jacques Pierres
Member of the Compagnie régionale des Commissaires aux
comptes of Versailles.
Tour First
1/2, place des Saisons92400 Courbevoie-Paris-La Défense 1, France

10.6.3.2 Fees paid by the Group to the
Statutory Auditors and membersof their networks
The fees paid to the Statutory Auditors and members of their
networks are presented in note 36 to the 2022 consolidated
financial statements presented in this Universal Registration
Document (section 6.11).

Date first appointed: Combined Shareholders’ Meeting ofNovember 15, 1988 (formerly named Castel Jacquet et Associés)Appointment last renewed: Shareholders’ Meeting of May 16, 2019
Term of office: six fiscal years
Current term of office ends: Shareholders’ Meeting convened toapprove the financial statements for the 2024 fiscal year
Deloitte Audit represented by Mansour Belhiba
Member of the Compagnie régionale des Commissaires aux
comptes of Versailles.
Tour Majunga
6 place de la Pyramide
92908 Paris-La Défense
Date first appointed: Shareholders’ Meeting of May 16, 2019
Term of office: six fiscal years
Current term of office ends: Shareholders’ Meeting convened toapprove the financial statements for the 2024 fiscal year - 2022 Universal Registration Document

479

10

,,1<176)46.7:5)<176
Cross-reference tables :7;;:-.-:-6+-<)*4-; 

:7;;:-.-:-6+-<)*4-.7:C<0-C%61>-:;)4"-/1;<:)<176
7+=5-6<

The following cross-reference table identifies the principal categories of information required under Appendices 1 and 2 of European
Regulation 2019/980 of March 14, 2019, supplementing European Regulation 2017/1129 of June 14, 2017, and refers to the corresponding
pages of this Universal Registration Document.

Categories of Appendices 1 and 2 to European Regulation 2019/980
Universal Registration Document

1.

Persons responsible, third party information, experts’ reports and competent authority approvals

2.

Statutory Auditors

3.

Risk factors

4.

Information about the issuer

5.

Business overview
Principal activities
Principal markets
Important events in the development of the issuer’s activities
Strategy and objectives of the issuer
Issuer’s dependence on patents or licenses, industrial, commercial or financial contracts
or new manufacturing processes
Competitive positioning
Investments

6.

List of significant subsidiaries

8.

479
150 to 156, 260, 262,
263, 264, 285, 333 to
340, 359, 360, 401
436
39, 44 to 59
40 to 59
38, 40 to 43, 294, 438
40 to 43, 185, 186
158,159
39
42, 43, 44 to 59, 294,
325, 326, 438
38, 39, 305, 423
305, 381

Financial condition and income
Financial condition

292 to 304

Operating income

293, 298, 310, 392

Cash, cash equivalents and share capital
Information on share capital

296, 297, 299, 309,
312, 358, 400, 426

Cash flow

297, 313, 371 to
372, 393

Financing requirements and structure

333 to 339, 363 to365

Restrictions on the use of capital
Expected sources of financing
9.

478, 481

Organizational structure
Brief description and organization chart of the Group

7.

Pages

Regulatory environment

10. Trend information
11. Profit forecasts or estimates

480  - 2022 Universal Registration Document

333 to 340
N/A158, 159
39, 44 to 59
N/A,,1<176)46.7:5)<176
Cross-reference tables

Universal Registration Document

10
Pages

12. Administrative, management and supervisory bodies and executive management
Composition of administrative, management and supervisory bodies

62 to 81, 94 to 97

Conflicts of interest in administrative, management and supervisory bodies and senior management

68, 95, 107

13. Compensation and benefits
Compensation and benefits of corporate officers

110 to 147

Amounts provided for or otherwise recognized for the purpose of paying pensions, retirement
or other benefits

117, 254, 360 to 363

14. Management entities
Expiration dates of current terms of office

62 to 64, 69 to 81

Service contracts

68, 95

Information on the Supervisory Board committees

86 to 91

Compliance with a Corporate Governance Code93

Potential material impacts on governanceN/A

15. Employees
Number of employees and employee breakdown

250 to 259, 367, 404

Shareholdings and stock options held by members of the administrative, supervisory and management bodies

69 to 81, 96, 97, 126
to 134

Agreements providing for employee share ownership

121, 125, 126, 253,
254

16. Principal shareholders
Shareholders with more than 5% of the share capital or voting rights

423 to 425

Existence of different voting rights

423, 439

Control of the issuer

423, 424

Arrangements known to the issuer, the implementation of which could result in a change of controlof the issuer

424, 434, 435
442 to 447, 476

17. Related-party transactions
18. Financial information concerning the issuer’s assets and liabilities, financial position and earnings
Historical financial information
Interim and other financial information
Audit of historical annual financial information
Pro forma financial information
Dividend policy
Legal and arbitration proceedings
Significant changes in the issuer’s financial position

292 to 304, 409, 416
to 418N/A
382 to 387, 410 to413
N/A
43, 417, 437, 465
157, 360, 401
380, 408, 409, 476

19. Additional information
Share capital
Articles of incorporation and by-laws
20. Material contracts
21. Documents available

426
436 to 438
333 to 339, 434, 435,476
422This Universal Registration Document has been filed with the French Market Authorities (Autorité des marchés financiers – AMF) as acompetent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said Regulation. The Universal
Registration Document may be used for the purposes of a public offer of financial securities or the admission of financial securities to
trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary and any amendments made to
the Universal Registration Document. The resulting document is then approved by the AMF in accordance with EU Regulation 2017/1129.

 - 2022 Universal Registration Document

481

10

,,1<176)46.7:5)<176
Cross-reference tables 

:7;;:-.-:-6+-<)*4-.7:C<0-C)66=)4.16)6+1)4:-87:<

This Universal Registration Document includes all the items of the annual financial report mentioned in Article L. 451-1-2, paragraph I of theFrench Monetary and Financial Code and in Article 222-3 of the AMF’s General Regulations.
The following table shows the sections of the Universal Registration Document corresponding to the various chapters of the annual financial
report.
Annual financial report

Parent company financial statements
Consolidated financial statements of the GroupManagement report (refer to the cross-reference table in this report, section 10.7.3)
Statement by the person responsible for the annual financial report

Pages

298, 299, 390 to 409
292 to 297, 308 to 381
478

Statutory Auditors’ report on the parent company financial statements

410 to 413

Statutory Auditors’ report on the consolidated financial statements

382 to 387

Supervisory Board’s report on Corporate Governance (refer to the cross-reference table in this report,
section 10.7.4)

482  - 2022 Universal Registration Document-

,,1<176)46.7:5)<176
Cross-reference tables 

10

:7;;:-.-:-6+-<)*4-.7:C<0-C@-+=<1>-7):,E;
5)6)/-5-6<C:-87:<

The following cross-reference table identifies the main information required by Articles L. 225-100 et seq., L. 232-1, II and R. 225-102 of theFrench Commercial Code and refers to the corresponding pages of this Universal Registration Document.
Executive Board’s management report

Pages

Activity report
Financial condition and business activities of the Company in the past fiscal year

44 to 59, 292 to 304

Earnings and business activities of the Company, its subsidiaries and the companies it controls

44 to 59, 292 to 299
42, 43, 292, 295, 300, 301,
416, 417

Key financial performance indicators
Key non-financial performance indicators relating to the Company’s specific business,in particular information relating to environmental and personnel issues

185, 186

Analysis of changes in business, earnings and financial condition

292 to 304

Significant events occurring between the reporting date and publication of the management report
Trends and outlook

380, 408, 476
40 to 59

Research and development activities

44 to 59

Changes to the presentation of the annual financial statements and valuation methods

292 to 304, 316 to 323, 396, 397
150 to 159, 262 to 266, 333 to
340, 360, 401

Description of principal risks and uncertainties
Financial risks related to the effects of climate change and measures to reduce them

267 to 274

Internal control and risk management procedures

160 to 172

Information on facilities classified as high-threshold Seveso sites

N/A

Information on the use of financial instruments

333 to 340

Investments made in the three previous fiscal years

438

Acquisitions during the year of significant or controlling interests in companies
whose registered office is in France

N/A

Names of controlled companies and the amount of the Company’s equity stake

381

Business activity of the Company’s subsidiaries and companies controlled by it

44 to 59, 381

Existing branches

N/A

Social, environmental and societal information
Information on the manner in which the Company handles the corporate social and environmental
consequences of its business activities and NFPS

180 to 200, 249 to 274

Independent third party report on NFPS compliance

287 to 289

Information on the implementation of the duty of care plan

275 to 284

Anti-corruption system

228, 281, 282, 284

Information concerning the share capital
Shareholding structure and changes thereto during the fiscal year

423, 425, 426

Buyback and sale by the Company of its own shares

358, 430 to 432

Transactions in Company shares by executive managers and individuals who are closely related
to them
Employee share ownership

433
253, 254, 423, 425

Information on stock subscription options awarded to corporate officers and employees

114, 115, 126 to 134, 253, 254

Obligation for executives to hold shares obtained through stock option or free share plans

107, 114

Elements of calculation and results of the adjustment of the translation bases and conditionsof subscription or exercise of securities giving access to the share capital or stock subscription
or purchase options

N/A - 2022 Universal Registration Document

483

10

,,1<176)46.7:5)<176
Cross-reference tables

Executive Board’s management report

Information on the allocation of free shares to corporate officers and employees

Pages

114, 115, 131 to 134, 253, 254

Summary of valid authorizations to increase share capital and their use during the fiscal year

428, 429

Disposal of shares to reduce cross holdings

N/A

Other information
Amount of dividends and other distributed income paid in the three previous fiscal years

409, 417, 465

Expenses referred to in Articles 39-4 and 223 quater of the French Tax Code477

Breakdown of the Company’s supplier and customer payment terms

477

Five-year financial summary

409

Injunctions or financial penalties for anti-competitive practices

N/A

Amount of loans granted under Article L. 511-6 of the French Monetary and Financial CodeN/A 

:7;;:-.-:-6+-<)*4-.7:<0-#=8-:>1;7:A7):,E;:-87:<
76C7:87:)<-7>-:6)6+-

The following cross-reference table identifies the main information required by Article L. 22-10-20 of the French Commercial Code andrefers to the corresponding pages of this Universal Registration Document.
Supervisory Board’s report on Corporate Governance

Procedures for the exercise of executive management

62 to 98

Limitations imposed by the Supervisory Board on the powers of the Executive Board

104, 105

List of appointments and positions held in any company by each corporate officer
Agreements between a senior executive or significant shareholder and a subsidiary
Valuation procedure for related-party agreements and ordinary agreements
Delegations of power and authorizations granted by the Shareholders’ Meeting to the Executive Board
in connection with share capital increases

69 to 81, 96, 97
109
108, 109
428, 429

Compensation policy for corporate officers

110 to 118

Information relating to the compensation of corporate officers pursuant to Article L. 22-10-9

119 to 139

Information on factors likely to have an impact in the event of a takeover bid
Composition of the Board and the preparation and organization of its proceedings
Gender equality on the Board and description of the diversity policy applied within the Board

435
62 to 9364, 65

Description of the provisions of the Afep-Medef Code which are not applied

93

Special terms and conditions relating to the participation of shareholders in Shareholders’ Meetings

439

Observations of the Supervisory Board

459

484  - 2022 Universal Registration Document

,,1<176)46.7:5)<176
Cross-reference tables 

10

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The cross-reference table below shows the correspondence between the non-financial information required in the non-financial
performance statement (NFPS) and the other sections of the Wendel Universal Registration Document, when they are relevant to theCompany’s main risks or policies, in accordance with Article L. 225-102-1 of the French Commercial Code.
TopicsSectionBusiness model
Description of the main businesses (business segments and/or divisions),
products or services, including key figures (i.e., volume of activity,
headcount, results) by business/division and/or geographical area

Introductory guide and section 4.1.1 – Business modelInteractions within its subsidiaries/business segments (i.e., customer
categories, potential partnerships, use of subcontracting, competitive
positioning, relations with stakeholders, etc.)

Section 1.2 – Business

Challenges and outlook for the entity and its businesses (i.e., market trends,
ongoing transformations, sectoral sustainable development issues, etc.)

Section 1.3 – Investment model: Strategy and objectives

Information relating to value creation and its distribution among
stakeholders

Introductory guide and section 4.1.1 – Business model
Section 8.1.2 – Dividend
Section 4.3.1 – HR performance: fostering commitment,
well-being, support, employability and inclusion

Vision and objectives of the entity (i.e., values, strategy, transformation or
investment plan)

Section 1.3 – Investment model: Strategy and objectives

Main risks related to Wendel’s business
ESG challenges within the Wendel Group and responsible investment
procedures

Section 4.1.5 – Wendel Group's ESG strategy

ESG challenges of the portfolio companies

Section 4.2 – ESG performance of controlled portfolio
companies

Risks related to climate change

Sections 4.1.5 and 4.2 (integrated in the ESG risks of Wendel
and the ESG performance of the portfolio companies)

Risks related to the human resources of Wendel's teams

Section 4.3.1 – HR performance: fostering commitment,
well-being, support, employability and inclusion

Risk of non-independence of governance bodies and control mechanisms of Section 4.3.3 – Governance and business ethics
risks related to business ethics
Other information disclosed pursuant to Article L. 225-102-1 of the French Commercial CodeThe social consequences of the business, particularly with regard tocollective agreements and their impact, the fight against discrimination andthe promotion of diversity, societal commitments, the practice of sport,
disability

Section 4.3.1 – HR performance: fostering commitment,
well-being, support, employability and inclusion

The environmental consequences of the business, in particular with regard
to climate change, the circular economy, food waste, the fight against foodinsecurity, respect for animal welfare and responsible, equitable
and sustainable nutrition

The climate challenges of Wendel’s business are among themain risks facing the Group. The risks, opportunities, policies
and KPIs related to climate change are presented in
sections 4.1.5, 4.2 and 4.3.2
The circular economy approach implemented within Wendel
SE is presented in section 4.3.2 – Measuring and managing
our environmental footprint. The challenges related to thecircular economy specific to Constantia Flexibles arepresented in section 4.2.2
Other environmental risks have not been identified as
relevant to Wendel’s activity as an investor (apart from
specific risks related to the activities of controlled companies
mentioned in section 4.2 – ESG performance of controlled
portfolio companies)

The impact of the business on respect for human rights

Section 4.3.1 – HR performance: fostering commitment,
well-being, support, employability and inclusion
Section 4.5 – Duty of care plans

The impact of the business on the fight against corruption

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Glossary 47;;):A
Financial and non-financial glossary
The definitions below are specific to the Wendel Group’s activity.
Term

Definition

Co-investment

Mechanism enabling key managers to personally invest in portfolio assets.

Due diligenceAll checks and analyses carried out by an investor during the review of a proposed investment.

EBIT

EBIT, or operating income, refers to net earnings before interest and taxes.

EBITDAEBITDA, or gross operating income, refers to net earnings before interest, taxes, depreciation
and amortization.

Exercisable voting rights

Real number of voting rights excluding shares without voting rights (treasury shares).

Financial covenant

Various commitments of the borrower to its lender(s). These commitments generally relate to compliancewith financial ratios.

Financial credit ratings

The rating agencies (Standard & Poor’s and Moody’s in the specific case of Wendel) assign, after a detailed
analysis on the basis of respective methodologies for the business segment, a financial rating to assess thecredit quality of the issuer and the level of risk associated with the borrower’s debt instruments.

GHG

Greenhouse gases.

Gross debt

Total Company financial debt.

ILO

International Labor Organization.

Internal rate of returnon equity

The IRR measures the profitability of capital invested by shareholders in a project.

Investment grade

Category of credit rating that indicates the high quality of the debt issuer. Investment grade ratings range
from AAA to BBB- according to the Standard & Poor’s scale.

ITO

Independent third party organization responsible for verifying the mandatory social and environmental
information.

KPIs

Key Performance Indicators.

Loan-to-Value Ratio

Ratio of Wendel’s net debt to gross assets excluding cash and cash equivalents.

NAV

See Net Asset Value.

Net Asset Value

The Wendel Group’s principal performance indicator. Valuation of the Group’s assets (total assets lessborrowings and other liabilities) at a specific date. The calculation method for Net Asset Value is presented
in section 5.3.1.2.

Net Asset Value per share

Net Asset Value divided by the total number of shares comprising Wendel’s capital at the valuation date.

Net debt

Gross financial debt minus available cash and cash equivalents and short-term financial investments.

Net income fromoperations

Net income from operations is the Group’s “recurring” income. It consists of net income from investments
and from holding companies and excludes non-recurring items and the impact of goodwill, as definedin note 8 to the consolidated financial statements.

Organic growth

Sales growth at constant structure and exchange rates.

SASB

Sustainability Accounting Standards Board, a non-profit organization to develop sustainable accounting
standards.

Share discountDifference between the Company’s share price and its NAV on a given date. In the NAV calculation, the shareprice corresponds to the average of the 20 most recent share prices before the NAV calculation date.
When this figure is negative, it is referred to as a discount; when it is positive, it is referred to as a premium.

TFCD

Task Force on Climate-related Disclosures, a working group created in 2015 to make recommendations
on how to report and publish the risks and opportunities related to climate change.

Theoretical voting rights

Total number of voting rights.

Total Shareholder Return

The rate of return on a share of stock over a given period including dividends received and capital gains.
Dividends received are reinvested on the same date.

TSR

See Total Shareholder Return.

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Glossary

10

Glossary for company businesses
TermDefinition

AML

Anti Money Laundering.

CDP (Carbon Disclosure
Project) – Constantia

Global environmental non-profit organization in support of sustainability.

Certified Instructor – CPI

Employee of a CPI-customer company who has been trained to train other employees of their company.

Consumer – Constantia
Flexibles

Constantia offers an extremely wide range of products for use in various industry segments including dairy,
confectionery, processed food, coffee capsules, pet food.

CSR

Corporate Social Responsibility.

Ecolutions – Constantia
Flexibles

All sustainable packaging technologies and ranges.

Golden hand – Stahl

Highly qualified technician developing products directly with end customers.

Green Line – Bureau
VeritasBureau Veritas' suite of services and solutions dedicated to sustainability.

Leather Finish – Stahl

Process to enhance leather softness, improve aesthetics, neutralize odors and create, if required, anon-slippery type surface.

LT1

Number of lost-time injuries per million hours worked among employees with permanent or fixed-term
contracts, temporary staff and subcontractors.

LT2

Number of injuries with or without lost time per million hours worked among employees with permanentor fixed-term contracts, temporary staff and subcontractors.

QHSE

Quality, Health, Safety, Environment.

REACH

REACH is a European Union regulation adopted to better protect human health and the environment against
risks related to chemical substances.

Tower colocation rate IHS

In the telecom tower industry, this is the average number of tenants or sites leased by operators on a telecom
tower.

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Index by topic

 6,-@*A<781+
Term

Annual financial report
Cross-reference table

Page(s)

307 to 389
480 to 485

Director

23, 66, 68 to 81, 96, 97, 106, 125, 154, 155, 164, 191, 265, 442

Dividend

24, 34, 42, 43, 111, 115, 117, 123, 128, 130, 131, 134, 143 to 146,
416 to 419

ESG
Executive Board
Executive compensation
GovernanceInsider Trading Policy
Internal control
Net Asset Value (NAV)

173 to 291
18, 19, 20, 21, 61 to 149
110 to 148
61 to 149
264, 265, 266
32, 86, 89, 160 to 173, 236, 262, 263, 288
300 to 304

Share buyback program

417

Shareholders’ Meeting

38, 43, 62, 63, 64, 67, 81, 84, 87, 90, 91, 98, 104, 105, 110, 441 to 475

Shareholding structure
Supervisory Board
TSR

488  - 2022 Universal Registration Document22, 253, 327, 407, 424, 429, 462
11, 16, 17, 61 to 149, 183, 262, 314, 327, 407, 441 to 475
24, 111, 112, 115, 117, 131, 132, 134, 143, 145

Photo credits: Bureau Veritas, Constantia Flexibles, Crisis Prevention Institute, Cromology, IHS Towers, Stahl, Tarkett and Getty Images.
All Contents, Ellen Coopers, Mat Beaudet, Mourad Mokrani and David Lebrun.

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