Acquisition of 34% stake in UTA Conference call October 20, 2014 - PowerPoint PPT Presentation

Acquisition of 34% stake in UTA Conference call October 20, 2014

A key strategic step in Expense management A unique opportunity to enter the Fuel & Fleet market in Europe, through the  two-stage acquisition of a controlling interest in UTA (1) , a leading European player in the Heavy Fleet segment present in 40 countries A strategic step to turn Expense management into a second pillar of the  Group’s offering, with 30% of pro forma issue volume in 2013 (2) (versus 12% reported) A transaction for Edenred with significant synergies to enhance growth in  Europe, in a market with low penetration of Fuel & Fleet multi-brand card issuers An accretive acquisition, with a 1 to 2% positive impact on net profit and  a 2 to 3% positive impact on net profit before non-cash items (3) in 2015 A unique opportunity to enter the European Fuel & Fleet market and make Edenred a global player in Expense management (1) Acquisition of a 34% stake in UTA on October 17 2014, and call option for an additional 17% interest exercisable from 2017 to 2019. This acquisition is subject to approval by European competition authorities. (2) 100% of UTA would be consolidated if the call is exercised from 2017 to 2019. In this hypothesis, Expense management would represent 30% of Group 2013 issue volume. 2 (3) Net profit before goodwill amortization.

UTA’s unique selling proposition in the Heavy Fleet segment Key differentiating factors A large network in Europe  Unique Europe-wide coverage: # countries # fuel stations an integrated network of 34,000 service stations and access to toll 40 34,000 systems (1) Value-added services: VAT  42 39,000 recovery services all over Europe, road assistance and maintenance in a network of 6,000 workshops 22 8,000 A unique and leading player in the Heavy Fleet segment, with a key asset: Europe-wide coverage of service and toll stations (1) Through a combination of different systems (on-board systems, e- vignettes…) 3

UTA’s special offer in partnership with Daimler MercedesServiceCard UTA Daimler 49 % 51 % Joint Venture Offer of 2 Mercedes  Toll and service  Access to branded cards: stations Mercedes-Benz network truck • For fuel and tolls, with special customers fuel discounts Card  • For Mercedes-Benz processing Access to  workshops Mercedes-Benz  Client workshops management  MercedesServiceCard represents 30% of UTA’s total volume A 10-years partnership with Daimler (1) , which holds a 15% stake in UTA (1) The 10-year commitment will run from the acquisition closing date. 4

UTA’s key metrics for 2013 Key figures Business model  >60,000 clients  Take-up rate of around 2.1%  >500,000 active cards Clients  € 3.1bn in issue volume: Road assistance 53% 47% 2% Merchants Toll Fuel 37% 61%  Ebitda margin: ~35% 70% of volume in Germany  No float  Solid business with strategic positions and significant growth potential 5

Strong synergies to enhance growth Heavy Fleet Light Fleet Speed up the development of Launch new UTA Light Fleet UTA solutions in Central and solutions backed by Eastern Europe, Edenred’s existing by leveraging Edenred platforms in Europe presence in 7 countries (nearly 1,200 salespeople in the region and 300,000 clients ) Edenred and UTA have identified a number of initiatives to speed up growth in the European Fuel & Fleet market 6

A deal structure enabling further value creation Ownership structure A 3-step approach post closing Daimler Acquisition of a 34% stake 2014- owned by BP 2015 15% Two Synergies implementation founding 2015- 51% in pilot countries families 2017 34% Call to buy a 17% stake (Eckstein and 2017- Van Dedem) from founding families Edenred 2019 A gradual transition with a shared approach to implement synergies 7

A value creative transaction Key metrics Consolidation Acquisition of a 34%-stake for Reporting of 34% of UTA net   ~ € 150m (1) income as a share of income in the P&L and as dividends Valuation: ~ 14x PE (2)  received in FFO Call option for a 17%-stake  Accretive to earnings, with a  exercisable from 2017 to 2019 1 to 2% positive impact on net Expected close: Q1 2015  profit and a 2 to 3% positive impact on net profit before non-cash items (3) in 2015 A deal aligned with the Group’s M&A strategy, financed using FCF (1) The acquisition of a 34% stake of UTA is subject to approval by European competition authorities. (2) UTA net result includes share of income from MercedesServiceCard and dividends from its 17% stake in AGES (payment service provider for German tolls) 8 (3) Net profit before goodwill amortization.

A compelling strategic transaction  ~ € 300bn spent on fuel in Europe across the Heavy and Light fleet segments Attractive Significant growth potential in a market with low penetration of multi-brand  market card issuers UTA,  A leading player in the Heavy Fleet segment , with a multi-brand card European accepted in a Europe-wide network of 34,000 service stations leader € 3.1bn in issue volume  Strong Leverage Edenred’s European presence and sales force to speed up the  synergies development of Heavy Fleet solutions and launch new Light Fleet solutions Value  ~ € 150m for 34% stake , with a call option on 17% to reach 51% from 2017 creative Accretive to earnings from the 1 st year  transaction Financed using FCF  Unique value creative opportunity to enter the European Fuel & Fleet market and become a global player in Expense management 9

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European Fuel & Fleet market Heavy Fleets Light Fleets OTR – Over the Road Cars Trucks >3.5t, Buses, Coaches Light Commercial Vehicles <3.5t >11 m vehicles >60 m vehicles    >60 bn liters of fuel  >150 bn liters of fuel  € 80 bn spent on fuel  € 220 bn spent on fuel An attractive market with significant growth potential for multi-brand card issuers 11