egistration document including the Annual Financial Report 2017 Contents MESSAGE FROM THE CHAIRMAN AND CEO 3 FINANCIAL AND OPERATIONAL GLOSSARY 4 PRESENTATION OF THE GROUP FINANCIAL STATEMENTS 151 1 AND 2017 INTEGRATED REPORT 5 4 4.1 Statutory Auditors’ report 1.1 Corporate profi le 6 on the consolidated fi nancial statements 152 1.2 Strategic vision, investment strategy and outlook 19 4.2 Consolidated fi nancial statements 156 1.3 Highlights of the year 24 4.3 Statutory Auditors’ report on the fi nancial statements 232 1.4 Selected three-year fi nancial information 25 4.4 Parent company fi nancial statements and notes 236 1.5 Shareholder information 26 1.6 Milestones 27 1.7 The management team 28 ANNUAL SHAREHOLDERS MEETING 269 1.8 Regulatory environment 30 5 5.1 Presentation of proposed resolutions 270 1.9 Contractual relationships 32 5.2 Resolutions of the Annual Shareholders Meeting 279 1.10 Intellectual property 33 5.3 Statutory Auditors’ special reports 297 1.11 Real estate 33 1.12 Specifi c risks and opportunities 33 ADDITIONAL INFORMATION 301 6.1 Investor relations and documents available MANAGEMENT REPORT 35 6 to the public 302 2.1 The Company, ownership structure, dividends 6.2 Persons responsible for the Registration Document 2 and market for Edenred securities 36 and the audit of the accounts 303 2.2 Risk factors and management 48 6.3 Fees paid to the Statutory Auditors 304 2.3 Financial review 65 6.4 Information on holdings 304 2.4 Corporate Social Responsibility 77 6.5 Third-party information 304 6.6 Information incorporated by reference 304 6.7 Regulatory fi lings 305 CORPORATE GOVERNANCE REPORT 111 6.8 Cross-reference tables 306 6.9 Cross-reference table with the Annual 3 3.1 Corporate governance 112 Financial Report 311 3.2 Executive Directors’ compensation 135 6.10 Cross-reference table for social, societal 3.3 Information about the Company’s capital 143 and environmental data 312 6.11 GRI cross-reference table 315 The information required in the Annual Financial Report is identified in the Contents table by the AFR pictogram AFR. 2017 REGISTRATION DOCUMENT including the Annual Financial Report Edenred is the world leader in transactional solutions for corporate clients, employee users and partner merchants. €26 billion 1 billion 2.6 million in business volume, meals served per year Edenred fuel cards of which 78% digital using Edenred solutions and toll solutions 770,000 44 million 1.5 million corporate clients employees using partner merchants our solutions 45 8,000 €1,339 million countries (1) employees in revenue This Registration Document was filed with the Autorité des marchés financiers (AMF) on March 16, 2018 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. (1) Since December 31, 2017, three additional country markets have been opened, in Estonia, Lithuania and Ukraine. 2017 Registration Document - Edenred 1 2 2017 Registration Document - Edenred account for 78% of business volume generated. In addition to the economic and social benefits provided by our solutions, the shift to digital ensures ease of use, transaction security, administrative simplification and the ability to offer new MESSAGE connected and personalized services. In particular, the mobile payment offer launched in 2016 and now available in eight FROM THE CHAIRMAN countries illustrates the extent to which Edenred supports new AND CEO trends and usage patterns in the working world. In the course of 2017, for example, more than 10 million transactions were settled by smartphone. Digital innovation is continuing in 2018 with the launch of integrated mobile payment applications that enable employee users to pay for meals ordered online through specialized platforms using Edenred solutions. In the area of Employee Benefits, this technological advance enables us to set ourselves apart and to penetrate new client segments more likely to use our paperless solutions. This is particularly the case with small and medium-sized enterprises and companies whose employees work in a decentralized environment. Digitalization also acts as a growth accelerator by fostering the emergence of new solutions such as ProwebCE in France, Ticket Welfare in Italy and Ticket Fit in Brazil. In addition, it promotes a better marketing mix and strengthens commercial synergies among our various solutions. In line with the commitments made as part of the Fast Forward strategy, in 2017 we also stepped up measures to rebalance our business portfolio. Fleet & Mobility Solutions now represent one-quarter of our operating revenue. We have fulfilled this commitment thanks to the double-digit organic growth achieved in this business line, combined with the successful integration in Brazil of Embratec and more recently in Europe of UTA, a company experiencing rapid geographic growth and in which we are gradually increasing our stake. Lastly, 2017 marked the launch of our new Corporate Payment offer, which leverages in particular the recognized technology and know-how of our Prepay Solutions subsidiary. The gradual implementation of an innovative payment solution in more than 90 countries for IATA (1) as well as our first contracts for the issuance of single-use virtual cards with several companies To the shareholders, attest to the development potential of this new business line. Enhanced by the dynamism, imagination and entrepreneurial spirit Thanks to the strong results achieved in 2017 and the initiatives of Edenred’s teams, the strategic objectives implemented as part launched to ensure profitable and sustainable growth, we are of our Fast Forward plan have enabled us to achieve landmark tackling 2018 with confidence and offering our shareholders a performances in 2017, demonstrating the Group’s ability to generate 37% increase in our dividend to €0.85 per share. At the same profitable and sustainable growth. time, we are maintaining the necessary financial flexibility to invest in new growth areas and make targeted, value-creating As you will see as you read through our Registration Document, acquisitions. Edenred has achieved record results in 2017, in terms of revenue and EBIT as well as net profit and funds from operations. These Thank you for your loyalty and your interest in Edenred. results reflect Edenred’s growth profile, which generates significant Bertrand Dumazy cash flows, as well as the remarkable degree of commitment of Chairman and Chief Executive Officer its 8,000 employees, who are key players in the Group’s successful transformation begun in 2016 as part of the Fast Forward strategic plan. In our 45 host countries, Edenred solutions connect a vast network of 44 million employees, 770,000 corporate clients and 1.5 million partner merchants. Indeed, the virtuous ecosystem in which Edenred operates helps improve employee well-being, strengthen companies’ agility and performance, vitalize the economy and local employment and enhance the effectiveness and traceability of public policies. True to its pioneering spirit, Edenred is constantly innovating by making the digitalization of its solutions both a growth driver and a vehicle for improving the user experience. Today, digital solutions (1) International Air Transport Association 2017 Registration Document - Edenred 3 FINANCIAL AND OPERATIONAL GLOSSARY ACCEPTANCE NETWORK LIKE-FOR-LIKE The network of partner merchants that accepts the Group’s solutions as At constant exchange rates and scope of consolidation. See defi nition for payment instruments. “Organic growth”. There are three types of acceptance networks for the Group’s card-based products: ORGANIC GROWTH • closed loop: the card is issued by a partner merchant under its own Organic growth corresponds to like-for-like growth, i.e., at constant scope brand (e.g., Carrefour, Walmart or Starbucks) and is only accepted in its of consolidation and exchange rates. It refl ects the Group’s business outlets; performance. • filtered loop: the card is issued only under the issuer’s brand and is Organic (or like-for-like) growth in revenue represents the difference redeemable in a certain number of sales outlets, selected by the issuer between the amount for the current period and the amount for the who designed the preloaded service (meal card, food card, fuel card, comparative period, before the currency effect and the impact of gift card, etc.); and acquisitions and/or disposals. • open loop: solutions (e.g., gift cards, prepaid cards and payroll cards) that are cobranded by the acceptance network and the issuer. They are PARTNER MERCHANT accepted anywhere. A business or merchant that accepts the issuer’s transactional solutions as payment. The partnership is based on a contractual relationship between BUSINESS VOLUME the issuer and the merchant. Business volume (formerly called issue volume) comprises total issue volume of Employee Benefi ts, Incentive and Rewards solutions, Public Social PARTNER MERCHANT COMMISSION Programs and Corporate Payment solutions, plus the transaction volume of Commissions paid by Edenred partner merchants are generally based on Fleet & Mobility Solutions and other solutions. Organic growth in business the vouchers’ face value. When the vouchers are presented for volume (formerly called issue volume) is one of the performance criteria reimbursement, Edenred pays to the merchant the face value less the governing the grant of performance shares under the twenty-ninth amount of its commission. resolution approved by shareholders at the Annual Shareholders Meeting of May 4, 2016. PENETRATION RATE The ratio between the number of employee users of a transactional solution COMPANY AND PUBLIC INSTITUTION COMMISSION and the eligible working population, as defi ned by local legislation in Commission billed to Edenred’s clients (companies, non-profi ts and public Employee Benefi ts.