2018 Registration Document Contents

2018 Registration document Contents Message from the Chairman and CEO 2 Financial and operational glossary 4 Presentation of the group and Financial statements 167 its business model 5 4.1 Statutory auditors’ report on the consolidated 1.1Corporate profile 6 financial statements 168 1.2Strategy 15 4.2Consolidated financial statements and notes 173 1.3Highlights of the year 21 4.3 Statutory auditors’ report on the financial statements 251 1.4Shareholder information 22 4.4Parent company financial statements and notes 254 1.5Milestones 23 1.6The management team 24 1.7Regulatory environment 26 1.8Contractual relationships 28 Annual shareholders meeting 285 5.1Presentation of proposed resolutions 286 1.9Intellectual property 28 5.2Resolutions of the Annual Shareholders Meeting 292 1.10Real estate 28 5.3Statutory Auditors' special reports 304 Management report 29 2.1 The Company, ownership structure, dividends Additional information 311 and market for Edenred securities 30 6.1 Investor relations and documents available to the public 312 2.2Risk factors and management 44 6.2 Persons responsible for the Registration 2.3Financial review 66 Document and the audit of the accounts 313 2.4 CSR report 78 6.3 Fees paid to the Statutory Auditors 314 6.4 Information on holdings 314 6.5Third-party information 314 Corporate governance report 123 6.6Information incorporated by reference 314 3.1Corporate governance 124 6.7Regulatory filings 315 3.2Executive Directors’ compensation 149 6.8Cross-reference tables 316 3.3Information about the Company’s capital 159 6.9 Cross-reference table with the Annual Financial Report 320 6.10GRI cross-reference table 321 The information required in the Annual Financial Report is identified in the Contents table by the AFR pictogram The disclosure of non-financial information is identified in the Contents table by the DNFI 2018 Registration document including the Annual Financial Report Edenred, the global leader in payment solutions for the working world, connects 830,000 corporate clients, 47 million employee users and 1.7 million partner merchants across 45 countries. Thanks to its global technology platform, the Group managed 2.5 billion transactions in 2018, primarily carried out via mobile applications, online platforms and cards, and representing more than €28 billion in business volume. Edenred’s 8,500 staff are driven by a commitment to improving employees’ quality of life, increasing companies’ efficiency and boosting merchants’ revenues. €28 billion 1.5 billion 2.8 million in business volume, meals served per year Edenred fuel cards of which 80% digital using Edenred and toll solutions solutions 830,000 47 million 1.7 million corporate clients employees using partner merchants our solutions 45 8,500 €1.4 billion countries employees in Total revenue This Registration Document was filed with the Autorité des marchés financiers (AMF) on March 28, 2019 in accordance with article 212-13 of the AMF’s General Regulations. It may be included in the prospectus for a financial transaction provided that the prospectus also contains an information memorandum approved by the AMF. This document has been prepared by the issuer and is the responsibility of the persons whose signatures appear herein. www.edenred.com 2018 Registration Document - Edenred 1 MESSAGE FROM THE CHAIRMAN AND CEO Message from the Chairman and CEO To the shareholders, As you will see in this latest edition of the Registration Document, 2018 was another record year for Edenred, Bertrand Dumazy thanks to the successful execution of the Fast Forward Chairman and Chief Executive strategic plan launched in 2016. We delivered double-digit Officer of the Edenred Group organic growth in each of our business lines and in all the regions where we operate. This performance was only made possible by the commitment of our 8,500 employees to making Edenred the everyday companion for the working world. It also reflects the strength of our network, which connects 830,000 corporate clients, 47 million employee users and 1.7 million partner merchants across 45 countries. Edenred’s capacity to generate Edenred’s capacity to generate profitable and sustainable growth is attributable above all to our business excellence, profitable and sustainable geared toward systematically optimizing each performance growth is attributable above lever. In all of our markets, which are still relatively untapped, all to our business excellence, our sales teams are working to win over and retain clients, including an increasing number of small and medium-sized geared toward systematically enterprises, a segment that offers great opportunities. optimizing each performance At the same time, having made innovation a major focus of lever. our growth strategy, we now boast leading digital positions in our growth three business lines. With 80% of business volume digitized thanks to our global technology platform, the way is now clear for endless innovations, including in mobile payment and in app-to-app payment, which is 2 2018 Registration Document - Edenred MESSAGE FROM THE CHAIRMAN AND CEO At the same time, having made innovation a major focus of our growth strategy, we now boast leading digital positions in our growth three business lines. already available in 12 countries, two years after the launch At the same time, the Group is committed to paying at of the Apple Pay service for Ticket Restaurant in France. On least 80% of net profit, Group share in dividends. At the top of the success of our new products in Europe Shareholders Meeting of May 14, 2019, shareholders and Latin America, such as Ticket Welfare, will be asked to approve the payment of a an employee benefits solution developed dividend of €0.86 per share, representing a in Italy, or the Empresarial expense Edenred payout ratio of 80%. management offering initially brought Lastly, 2018 marked the launch of our out in Mexico and now available in three the everyday new sustainable development policy, new countries, we are expanding our based on three components: People, business model through the creation companion for Planet, Progress. Broken down into of additional services to improve our the working quantified commitments for 2022 and existing solutions. Edenred fuel cards, 2030, it is backed up by an action plan for example, now come with vehicle world dedicated to improving our stakeholders’ maintenance services, interoperable toll quality of life, preserving the environment tags and simple solutions for claiming back by reducing our consumption of resources VAT. and our waste, and creating value responsibly Our financial model generates large amounts of cash, by maintaining high ethical standards. allowing us to step up the pace of growth even further Ideally positioned on under-penetrated markets, benefiting through a policy of targeted acquisitions and partnerships, from strong fundamentals for future growth, we are tackling all while maintaining our sound financial position and 2019 with confidence. We expect to meet our annual carefully managing our debt. 2018 was a particularly organic growth targets once again this year in our three abundant year for deals across all of the Group’s business key indicators(1), namely operating revenue (above 7%), lines: we consolidated our position as the world leader operating EBIT (above 9%) and funds from operations in Employee Benefits with the acquisition of Efectibono in before other income and expenses (above 10%). Peru and the signing of an exclusive distribution partnership with Itaú Unibanco, Brazil’s largest privately owned bank; One of 2019’s major events(2) will be the Investor Day on we continued to expand our multi-brand and multi-service October 23, where we will give a progress report on the network in Fleet & Mobility Solutions in Europe through the Group’s strategy and our ability to generate profitable and acquisition of Timex Card in Eastern Europe and TRFC, the sustainable growth in the coming years. United Kingdom’s fourth-largest player in the sector; and we acquired CSI, entering the vast corporate payment market Thank you for your trust and loyalty. in the United States, which is undergoing a digital transition. (1) See the glossary on the following page. (2) The 2019 calendar is presented in section 1.4.2. 2018 Registration Document - Edenred 3 Financial and operational glossary corresponding revenue is the amount billed to the client, and is ACCEPTANCE NETWORK recognized on delivery of the solutions. The network of partner merchants that accepts the Group’s solutions as Other revenue is the interest generated by investing cash over the period payment instruments. between: There are three types of acceptance networks for the Group’s card-based • the voucher's issue date and reimbursement date for prepaid products: vouchers; and • closed loop: the card is issued by a partner merchant under its own brand • the top-up date and the date the credit is used for prepaid cards. (e.g., Carrefour, Walmart or Starbucks) and is only accepted in its outlets; • filtered loop: the card is issued only under the issuer’s brand and is ISSUE VOLUME redeemable in a certain number of sales outlets, selected by the issuer who designed the preloaded service (meal card, food card, fuel card, Total face value of the funds preloaded on all of the payment solutions gift card, etc.); and issued by Edenred to its corporate and public sector clients. • open loop: solutions (e.g., gift cards, prepaid cards and payroll cards) that are cobranded by the acceptance network and the issuer. They LIKE-FOR-LIKE are accepted anywhere. At constant exchange rates and scope of consolidation. See definition for “Organic growth”. BUSINESS VOLUME Business volume comprises total issue volume of Employee Benefits, OPERATING EBIT Incentive & Rewards solutions, Public Social Programs and Corporate This aggregate corresponds to EBIT adjusted for other revenue. Payment Services, plus the transaction volume of Fleet & Mobility Solutions and other solutions.

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