Translation for information purposes only

French version shall prevail

EDENRED European Company Share capital: EUR 499,176,118

Registered office: 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux (France) 493 322 978 R.C.S. Nanterre

INFORMATION RELATING TO THE COMPENSATION COMPONENTS OF THE CHAIRMAN & CHIEF EXECUTIVE OFFICER

Published pursuant to Article 27.1 of the AFEP/MEDEF Code

Based on the recommendation of the Compensation, Appointment and CSR Committee, the Board of Directors of February 26th, 2024, in accordance with the compensation policy approved by the Combined General Meeting of May 11th, 2023 (4th resolution), adopted the following decisions regarding the compensation of Mr. Bertrand Dumazy, Chairman & Chief Executive Officer of Edenred, for the 2023 financial year:

  • a gross annual fixed compensation of EUR 1,030,000;
  • an annual variable compensation of EUR 1,849,880, broken down as follows:
    • a variable part of up to 65% of the fixed compensation linked to financial objectives based, for 50% of the fixed compensation, on like-for-like EBITDA and, for 15% of the fixed compensation, on earnings per share (EPS) at constant exchange rates, it being specified that the outperformance of these objectives acknowledged by the Board of Directors may give rise to an additional payment which may reach 40% of the fixed compensation.
      For the 2023 financial year, the Board of Directors on February 26th, 2024 acknowledged that these objectives were achieved and outperformed and may give rise to the payment of a variable compensation in the amount of EUR 1,081,500 (i.e. 105% of the 2023 fixed compensation);
    • a variable part of up to 30% of the fixed compensation linked to three operational objectives linked to the Group's strategy (i.e. 10% per objective), it being specified that the outperformance of these objectives acknowledged by the Board of Directors may give rise to an additional payment which may reach 20% of the fixed compensation.
      For the 2023 financial year, the Board of Directors on February 26th, 2024 acknowledged that these objectives were achieved and outperformed and may give rise to the payment of a variable compensation in the amount of EUR 510,880 (i.e. 49.6% of the 2023 fixed compensation);
    • a variable part of up to 25% of the fixed compensation linked to objectives related to Corporate Social Responsibility (CSR) objectives and management, such as the roll-out of the CSR plan "People, Planet, Progress", deployment of the Beyond22-25 strategic plan, and assessment of the Chairman and Chief Executive Officer's managerial skills,

1 / 2

notably in relation to Edenred's digital transformation and talent retention and attraction.

For the 2023 financial year, the Board of Directors on February 26th, 2024 acknowledged that these objectives were achieved and may give rise to the payment of a variable compensation in the amount of EUR 257,500 (i.e. 25% of the 2023 fixed compensation).

  • a long-termcompensation corresponding to the free allocation of 53,385 performance shares (i.e. 120% of the target annual fixed and variable compensation). The vesting of the performance shares freely allocated is subject to a presence condition as well as the achievement of performance conditions.

Details for these compensation components, in particular concerning the level of achievement of the objectives for the annual variable compensation, the performance conditions of the free allocation shares plan as well as the sums provisioned by/invoiced to Edenred for the unemployment insurance, death/disability and health insurance, company car and supplementary pension benefits for Mr. Bertrand Dumazy, will appear in Edenred's 2023 Universal Registration Document to be published at the end of March 2024.

2 / 2

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Edenred SA published this content on 06 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2024 17:29:02 UTC.