2011 REGISTRATION DOCUMENT SUMMARY PRESENTATION OF THE GROUP••••••••••••••••••••••••••••••••••••3 FINANCIAL STATEMENTS •••••••••••••••••••••••••••••••••••••••••••••••••••105 1 1.1 Corporate profi le 4 6 6.1 Statutory auditors’ report on 1.2 Milestones 12 the consolidated fi nancial statements 106 1.3 Strategic vision, investment strategy 6.2 Consolidated fi nancial statements and outlook 13 and notes AFR 108 1.4 Regulatory environment 17 6.3 S tatutory auditors’ report on the fi nancial statements AFR 173 1.5 Contractual relationships 19 6.4 Parent company fi nancial statements 1.6 Intellectual property 20 and notes AFR 174 1.7 Real estate rights 20 CAPITAL AND OWNERSHIP FINANCIAL REVIEW 21 ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 7 STRUCTURE 205 2 2.1 Results of operations AFR 22 •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 7.1 Information about the Company 206 2.2 Management Report for the Edenred parent company 31 7.2 Information about the Company’s shares 207 7.3 Ownership structure 213 7.4 Market for Edenred securities 217 RISK FACTORS •••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••35 3 3.1 Legal risks 36 ANNUAL SHAREHOLDERS’ MEETING 219 3.2 External risks 37 8 3.3 Market risks 38 8.1 Presentation of proposed resolutions 220 3.4 Operational risks 40 8.2 Ordinary resolutions 223 3.5 Risks associated with the Group’s growth 8.3 Extraordinary resolutions 226 strategy and organization structure 41 8.4 Ordinary resolutions 234 3.6 Legal and arbitration proceedings 42 8.5 Statutory Auditors’ special reports 235 3.7 Risks transferred to the insurance market 43 ADDITIONAL INFORMATION •••••••••••••••••••••••••••••••••••241 CORPORATE 9 9.1 Investor relations and documents 4 AFR available to the public 242 SOCIAL RESPONSIBILITY ••••••••••••••••••••••••••••••••••••••••45 9.2 Persons responsible for the Registration 4.1 Human Resources 46 Document and the audit 4.2 Edenred’s commitment to corporate social of the accounts AFR 243 responsibility 61 9.3 Fees paid to the Auditors AFR 244 9.4 Information on holdings AFR 244 CORPORATE GOVERNANCE •••••••••••••••••••••••••••••••••••••••••••71 9.5 Third party information 244 5 5.1 Administrative, management 9.6 Information incorporated by reference 245 and supervisory bodies 72 9.7 Regulatory fi lings 245 5.2 Shareholders Meetings 86 9.8 Concordance table 247 5.3 Corporate governance 87 9.9 Cross-Reference Table With the Annual 5.4 Executive director’s compensation, Financial Report 252 directors’ and managers’ interests 87 9.10 Cross-Reference Table with the NRE Act 253 5.5 Report of the chairman of the Board 9.11 Glossary 255 of Directors to the annual shareholders meeting on the preparation and organization of board of directors’ meetings and internal control procedures AFR 94 5.6 Statutory auditors’ report, prepared in accordance with article L. 225-235 of the French Commercial code on the report prepared by the chairman of the Board of Directors AFR 104 The information required in the Annual Financial Report is identifi ed in the Contents table by the AFR pictogram AFR 2011 REGISTRATION DOCUMENT This document includes the annual financial report. The original French version of this translated Reference Document was recorded with the Autorité des marchés fi nanciers with the number R.12 -010 on April 06 , 2012 in accordance with article 212- 13 of the General Regulations of the A utorité des m archés fi nanciers. It may be used in connection with a financial transaction in conjunction with an Information Memorandum approved by the Autorité des m archés fi nanciers. This document was prepared by the issuer and is binding on its signatories. 2011 Registration Document - Edenred 1 2 2011 Registration Document - Edenred PRESENTATION 1 OF THE GROUP 1.1 CORPORATE PROFILE 4 1.1.1 Unique expertise and positioning 4 1.1.2 A low-capital intensive business model that delivers strong, profi table and sustainable growth 5 1.1.3 The global leader in prepaid corporate services 7 1.2 MILESTONES 12 1.2.1 From an original idea to an effective business model 12 1.2.2 Geographic diversifi cation of the employee benefi ts offer 12 1.2.3 Diversifi cation of solutions and media 12 1.2.4 Accor Services becomes Edenred 13 1.3 STRATEGIC VISION, INVESTMENT STRATEGY AND OUTLOOK 13 1.3.1 Robust growth fundamentals 13 1.3.2 A strong and sustainable growth strategy 13 1.3.3 Dividend policy 16 1.3.4. Objectives of the new strategy 17 1.4 REGULATORY ENVIRONMENT 17 1.4.1 Income tax and payroll tax rules 17 1.4.2 Other regulations 19 1.5 CONTRACTUAL RELATIONSHIPS 19 1.5.1 Contractual relationships with clients 19 1.5.2 Contractual relationships with affi liated merchants 20 1.5.3 Contractual relationships with suppliers and service providers 20 1.6 INTELLECTUAL PROPERTY 20 1.7 REAL ESTATE RIGHTS 20 2011 Registration Document - Edenred 3 PRESENTATION OF THE GROUP 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 process (Ticket Car®, Ticket Clean way®, the world leader in prepaid corporate services, designs and delivers Ticket Frete®, etc.); solutions that make employees’ lives easier and improve the effi ciency • incentive and rewards programs (Ticket Compliments®, Ticket of organizations. Kadéos®, etc.). By ensuring that allocated funds are used specifi cally as intended, The Group also supports public institutions in managing their social these solutions enable companies to more effectively manage their: programs. • employee benefits (Ticket Restaurant®, Ticket Alimentación®, Ticket CESU, Childcare Vouchers®, etc.); Edenred is committed to forging and nurturing relationships with all • public authorities, looking to improve the effectiveness of their of its stakeholders, based on dialogue, win-win benefi ts and mutual social and economic policies, to deliver benefi ts and to ensure the responsibility: traceability of funds allocated to benefi t programs. • companies and public sector clients, concerned with being an Listed on the NYSE Euronext Paris stock exchange (1), Edenred attractive employer, with motivating their teams and optimizing their operates in 38 countries, with nearly 6,000 employees, close to performance; 580,000 companies and public sector clients, 1.3 million affi liated merchants and 36.2 million benefi ciaries. In 2011, total issue volume • beneficiaries, who appreciate the simplicity and convenience of amounted to €15.2 billion, of which 58% was generated in emerging service cards and vouchers in making their lives easier; markets. • affiliated merchants, seeking to increase their revenue, retain their customers and secure their transactions; (1) Listed on NYSE Euronext Paris in Compartment A (ISIN: FR0010908533). 4 2011 Registration Document - Edenred PRESENTATION OF THE GROUP Corporate profile 1 1.1.2 A LOW-CAPITAL INTENSIVE BUSINESS MODEL THAT DELIVERS STRONG, PROFITABLE AND SUSTAINABLE GROWTH 1.1.2.1 Description of the business model The Group’s business model, illustrated below, is based on win-win relationships with stakeholders. BASED ON 2011 FIGURES Client fees Refund Claims Design & Management 1.1% Edenred + Merchant at the heart of a Clients fees: 3.5% win-win BtoBtoC fees: 1.1% Merchant fees relationship 3.5% + Lost and expired 0.6% 1.3 million Expired/lost prepaid Merchant = products: 0.6% 580, 000 Filtered Acceptance Operating revenue (1)/ Corporate Clients Network (restaurants, Financial revenue on Issue volume supermarkets, etc.) float : 0.6% 5.2% + Financial revenue 36,2 millions 0.6% Use Beneficiaries Distribution = Citizens and Total revenue (1)/ Corporate Issue volume Employees Based on 2011 figures 5.8% (1) Avec volume d’émission One of the Group’s key indicators is issue volume, corresponding to • commissions received from affiliated merchants (restaurants, the total face value of the prepaid service vouchers and cards issued supermarkets, retail chains, etc.), representing an average of 3.5% by Edenred to its corporate and public sector clients. of 2011 issue volume. When benefi ciaries have spent their prepaid vouchers with affiliated merchants, the merchants present the Revenue comprises operating revenue generated directly by the supply vouchers to Edenred for reimbursement of their face value, net of a of prepaid service vouchers and cards and fi nancial revenue generated commission. This is Edenred’s second source of revenue. Affi liated by investing the fl oat (1) (or negative working capital requirement) which merchants generally join the program by signing a contract drawn corresponds to the business’s negative working capital requirement. up individually that specifi es the commission rate as well as the Operating revenue corresponds to revenue from the sale of solutions basis for reimbursing vouchers. The commission rate generally and services. It includes operating revenue linked to issue volume depends on the type and size of the merchant network and the that is generated by prepaid vouchers (€782 million in 2011) and reimbursement period selected by the merchant when a choice operating revenue without issue volume (€158 million in 2011), mainly is offered. Depending on the solution offered by Edenred, certain consisting of billings for services such as the management of incentive merchants do not sign an affi liate contract on an individual basis; and rewards programs for Group clients. • profi ts on vouchers that are lost or expire without being reimbursed, Operating revenue linked to issue volume represented 5.2% of issue representing 0.6% of 2011 issue volume. volume in 2011, breaking down as follows: The fl oat , corresponding to the cash received from clients for prepaid • commissions received from clients on the sale of prepaid vouchers services that has not yet been reimbursed to affi liated merchants, is and cards and all related amounts billed to clients such as delivery invested to generate financial revenue that is added to operating costs, card sales and voucher customization costs, representing an revenue to calculate the Group’s total revenue.