2014 REGISTRATION DOCUMENT This Document Includes the Annual Financial Report CONTENTS

2014 REGISTRATION DOCUMENT This document includes the annual financial report CONTENTS FINANCIAL AND OPERATIONAL GLOSSARY 2 PRESENTATION OF THE GROUP 3 FINANCIAL STATEMENTS 149 1.1 Corporate profi le 4 6.1 Statutory Auditors’ Report 1 1.2 Milestones 13 6 on the consolidated fi nancial statements 150 1.3 Strategic vision, investment strategy 6.2 Consolidated fi nancial statements and outlook 14 and notes AFR 151 1.4 Regulatory environment 24 6.3 Statutory Auditors’ Report on the fi nancial statements 215 1.5 Contractual relationships 27 6.4 Parent company fi nancial statements 1.6 Intellectual property 28 and notes AFR 216 1.7 Real estate rights 28 INFORMATION ABOUT FINANCIAL REVIEW 29 THE COMPANY AND ITS CAPITAL 251 2.1 Results of operations AFR 30 7 2 7.1 Information about the Company 252 2.2 Management report for 7.2 Information about the Company’s shares 253 the Edenred parent company 40 7.3 Ownership structure 263 7.4 Market for Edenred securities 266 RISK FACTORS 45 3 3.1 Legal risks 46 ANNUAL 3.2 External risks 48 SHAREHOLDERS MEETING 267 3.3 Market risks 50 8 8.1 Presentation of proposed resolutions 268 3.4 Operational risks 53 8.2 Ordinary resolutions 274 3.5 Risks associated with the Group’s growth 8.3 Extraordinary resolutions 277 strategy and organization structure 54 8.4 Ordinary resolutions 280 3.6 Legal and arbitration proceedings 56 8.5 Statutory Auditors’ special reports 280 3.7 Risks transferred to the insurance market 56 CORPORATE SOCIAL ADDITIONAL INFORMATION 285 RESPONSIBILITY 57 9.1 Investor relations and documents available 9 to the public 286 4 4.1 Social data 59 9.2 Persons responsible for the Registration 4.2 Societal data 73 Document and the audit of the accounts AFR 287 4.3 Environmental data 83 9.3 Fees Paid to the Statutory Auditors AFR 288 4.4 CSR independent third-party entity report 91 9.4 Information on holdings AFR 288 9.5 Third party information 288 9.6 Information incorporated by reference 289 CORPORATE GOVERNANCE 93 9.7 Regulatory fi lings 290 5 5.1 Corporate governance 94 9.8 Concordance table 291 5.2 Administrative, management 9.9 Cross-reference table with the annual and supervisory bodies 94 fi nancial report 296 5.3 Shareholders Meetings 115 9.10 Management report cross-reference table 297 5.4 Executive Director’s compensation, 9.11 Cross-reference table for social, societal and directors’ and managers’ interests 116 environmental data 299 5.5 Report of the Chairman of the Board of Directors to the Annual Shareholders Meeting on the preparation and organization of Board of Directors’ meetings and internal control procedures AFR 135 5.6 Statutory Auditors’ report on the report prepared by the Chairman of the Board of Directors 148 The information required in the Annual Financial Report is identifi ed in the Contents table by the AFR pictogram. 2014 REGISTRATION DOCUMENT This document includes the annual financial report This Registration Document was fi led with the Autorité des marchés fi nanciers (AMF) on March 18, 2015 in accordance with article 212-13 of the AMF’s General Regulations. It may be included in the prospectus for a fi nancial 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. 2014 Registration Document - Edenred 1 FINANCIAL AND OPERATIONAL GLOSSARY ACCEPTANCE NETWORK LIKE-FOR-LIKE Network of affi liated merchants that accepts the Group’s vouchers as a payment At constant exchange rates and scope of consolidation. instrument. There are three types of acceptance networks for the Group’s card-based MERCHANT COMMISSION products: Commission paid by Edenred affi liated merchants are based on the vouchers’ • closed loop: the card is issued by an affi liated merchant under its own face value. When the vouchers are presented for reimbursement, Edenred pays brand (e.g. Carrefour, Walmart, Starbucks) and is only accepted in its outlets. to the merchant the face value less the amount of its commission. • filtered loop: the card is issued only under the issuer’s brand and is redeemable in a certain number of sales outlets, selected by the issuer who NORMALIZED GROWTH designed the prepaid service (meal card, food card, fuel card, gift card, etc.). • open loop: solutions (for example, gift cards, prepaid cards and payroll Normalized growth means the level of growth that the Group believes it can cards) that are cobranded by the acceptance network and the issuer. They are achieve in an economic environment in which there is no increase in accepted everywhere. unemployment. It is calculated on a like-for-like basis. AFFILIATED MERCHANT OPERATING FLOW-THROUGH RATIO Business that accepts the Group’s vouchers as a payment instrument, as part of Ratio between the like-for-like change in operating EBIT and the like-for-like a contractual relationship. change in operating revenue. BENEFICIARIES PENETRATION RATE End users of the prepaid benefi t or service, who receive the vouchers from their Ratio between the number of benefi ciaries of a service voucher and the eligible employer or a public institution. active population, which depends on the applicable regulations in the country concerned. CLIENT COMMISSION RECURRING PROFIT AFTER TAX Commission billed to Edenred’s clients (companies, non-profi ts and public institutions), comprising a variable component calculated as a percentage of Recurring profi t after tax corresponds to net profi t less non-recurring items issue volume. (including tax), less minority interests. Edenred uses this performance indicator to determine its dividend payout ratio. DIGITAL TRANSITION REVENUE The transition from paper to digital solutions (cards, Internet, smartphone apps, etc.). Total Group revenue includes: • operating revenue generated directly by prepaid services with and without EBIT issue volume; and EBIT corresponds to total revenue (operating and fi nancial) less operating • fi nancial revenue, generated by investing the fl oat. expenses, depreciation, amortization and non-operating provisions, and includes: Operating revenue with issue volume includes: • operating EBIT; • commission paid by clients; • fi nancial EBIT. • commission paid by affi liated merchants when vouchers are presented for EBIT is presented in Note 2.T6 to the consolidated fi nancial statements, reimbursement; page 169. • profi ts on vouchers that are lost or expire without being reimbursed. Operating EBIT corresponds to EBIT less fi nancial revenue. Operating revenue without issue volume corresponds to revenue Financial EBIT corresponds to fi nancial revenue. generated by value added businesses such as incentive programs, human services, and event-related services. The corresponding revenue is the amount FACE VALUE billed to the client and is recognized on delivery of the solutions. Amount marked on the payment voucher, or the credit on a digital solution. Financial revenue is interest generated by investing cash over the period between: FLOAT • the voucher’s issue date and reimbursement date for prepaid vouchers; • the top-up date and the date the credit is used for prepaid cards. Operating w orking capital requirement, corresponding to vouchers in circulation less trade receivables. TAKE-UP RATE FREE CASH FLOW Ratio of operating revenue with issue volume to total issue volume. Free cash fl ow is presented in section 2.1.1.4, page 37. WORKING CAPITAL REQUIREMENT FUNDS FROM OPERATIONS BEFORE NON-RECURRING The net balance of operating uses of funds and operating sources of funds. Its ITEMS (FFO) calculation is presented in Note 27 to the consolidated fi nancial statements on page 208. In the prepaid services business, working capital requirement is Funds from operations before non-recurring items (FFO) corresponds to EBITDA structurally negative, with Edenred receiving funds from clients before having to less net fi nancial expense, income tax paid, non-cash revenue and expenses reimburse its affi liated merchants. included in EBITDA, provision movements included in net fi nancial expense, income tax expense and non-recurring taxes. This management ratio is discussed in section 2.1.1.5 on page 38 and in Note 26 to the consolidated fi nancial statements on page 207. ISSUE VOLUME Total face value of the prepaid service vouchers and cards issued by Edenred to its corporate and public sector clients. 2 2014 Registration Document - Edenred 1 PRESENTATION OF THE GROUP 1.1 CORPORATE PROFILE 4 1.4 REGULATORY ENVIRONMENT 24 1.1.1 Unique expertise and positioning 4 1.4.1 Income tax and payroll tax rules 24 1.1.2 A business model that generates strong 1.4.2 Other regulations 26 sustainable growth and requires little capital investment 5 1.5 CONTRACTUAL RELATIONSHIPS 27 1.1.3 The global leader in prepaid corporate services 7 1.5.1 Contractual relationships with clients 27 1.5.2 Contractual relationships 1.2 MILESTONES 13 with affi liated merchants 27 1.2.1 Pre-2010: creation and development of 1.5.3 Contractual relationships with suppliers Accor services 13 and service providers 27 1.2.2 Since 2010: creation of Edenred 13 1.6 INTELLECTUAL PROPERTY 28 1.3 STRATEGIC VISION, INVESTMENT STRATEGY AND OUTLOOK 14 1.7 REAL ESTATE RIGHTS 28 1.3.1 Robust growth fundamentals 14 1.3.2 A strategy to generate strong and sustainable growth 16 1.3.3 The keys to successfully implementing the strategy 22 1.3.4 2016 objectives 23 1.3.5 Financial strategy 23 2014 Registration Document - Edenred 3 1 PRESENTATION OF THE GROUP 1.1 Corporate profile 1.1 CORPORATE PROFILE 1.1.1 UNIQUE EXPERTISE AND POSITIONING Edenred, which invented the Ticket Restaurant® meal voucher and is • Expense management processes (Ticket Car®, Ticket Clean way®, the world leader in prepaid corporate services, designs and manages Repom®, etc.); solutions that improve the effi ciency of organizations and purchasing • Incentive and rewards programs (Ticket Compliments®, power to individuals.

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