Debt and invested funds

Rating

Edenred is rated BBB+; Outlook positive, i.e. “Strong Investment Grade” by Standard & Poor’s. The rating has been confirmed by Standard & Poor’s as of April 28, 2022.

This rating is based on a multi-criteria analysis, appraising:

• the business profile of the Group, rated “Strong”, reflecting its leading services and payments platform and the everyday companion for people at work;
• its financial position, rated “Intermediate”, in respect of Edenred’s sustainable financial position and its cash-flows generating business model.

Sustainable finance

True to its purpose “Enrich connections. For good.”, Edenred has issued a Sustainability‐Linked Bond Framework to further integrate sustainable development into its economic performance.

This framework aims at aligning Edenred’s business and financing with its commitments and values, by creating a direct link between its sustainability strategy and the funding strategy after having already included environmental and social KPIs in its 2020 Revolving Credit Facility.

The Framework has been established in accordance with the Sustainability-Linked Bond Principles (SLBP) administered by ICMA and reviewed by EthiFinance who provided a Second Party Opinion.

• Sustainability‐Linked Bond Framework
• Second Party Opinion by EthiFinance, June 2021

Debt structure at end December 2021

Gross debt cost as of December 31, 2021

Confirmed lines of credit

As of December 31, 2021, Edenred had a €750 million undrawn confirmed line of credit, expiring at the end of February 2026. This facility will be used for general corporate purposes.

The maturity of the €700 million syndicated credit facility expiring on February 12, 2026 was extended by one year in February 2022, in line with the extension option granted in the facility agreement. By accepting this extension, all the participating banks reaffirmed their confidence in the Group. With the new five-year maturity, the facility will now be utilizable until February 2027.

Investments

The Group’s negative working capital amounted to €5.2 billion as of December 31, 2021.

Negative working capital (WC) breakdown as of December 31, 2021

In € million

* Restricted cash are funds which correspond to prepaid service vouchers under special regulations. They are excluded when calculating the net debt.

Breakdown of the invested funds as of December 31, 2021

By maturity

By geography

Note: The remuneration from the investments is recorded as financial revenue.

A cautious investment policy

To manage its treasury, the Group’s market risk management policy is designed to mitigate the capital, the liquidity and the counterparty risks.

Hence, most of the financial investments are made in monetary instruments (fixed-rate time deposits, term accounts, retail certificates of deposit or interest-bearing demand deposits).

Exposure to counterparty risk is reduced by:

• dealing only with leading counterparties according to correlated country risks;
• using a wide range of counterparties;
• setting exposure limits by counterparty;
• using a monthly reporting procedure to track the concentration of counterparty risk and the credit quality of the various counterparties (based on their credit ratings).

The majority of the Group’s available cash is managed under a centralized cash-management scheme enabling to reduce the Group’s risk exposure thanks to a centralized and regular monitoring.

• Notice to Bondholders with Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (OCEANEs) due 2024 (PDF, 170 Kb)
• Notice to Bondholders with Sustainability-linked Senior Unsecured Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (OCEANEs) due 2028 (PDF, 160 Kb)

General meeting of the holders of bonds

General meetings held in closed session – March 2021

As part of the conversion of the corporate form of the company EDENRED (the “Company”) through the adoption of the European company statute, the Board of Directors has decided to convene the general meetings of the holders of the bonds of the Company, as listed below, on March 18, 2021 (and, in case of lack of quorum, on March 29, 2021 on second convening):

• bonds issued on May 23, 2012 in an amount of €225,000,000 at the interest rate of 3.75% and due on May 23, 2022 (ISIN code: FR0011244367) at 9:30 a.m. (CET);
• bonds issued on March 10, 2015 in an amount of €500,000,000 at the interest rate of 1.375% and due on March 10, 2025 (ISIN code: FR0012599892) at 9:45 a.m. (CET);
• bonds issued on March 30, 2017 in an amount of €500,000,000 at the interest rate of 1.875% and due on March 30, 2027 (ISIN code: FR0013247202) at 10:00 a.m. (CET);
• bonds issued on December 6, 2018 in an amount of €500,000,000 at the interest rate of 1.875% and due on March 6, 2026 (ISIN code: FR0013385655) at 10:15 a.m. (CET);
• bonds issued on June 18, 2020 in an amount of €600,000,000 at the interest rate of 1.375% and Due on June 18, 2029 (ISIN code: FR0013518537) at 10:30 a.m. (CET).

Given the current sanitary context and the related restrictions, and in accordance with the provisions of Article 4 of Ordinance No. 2020-321 of March 25, 2020, the said general meetings of the holders of the bonds will exceptionally be held in closed session (at the Company's registered office located at 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux, France), without the bondholders and other persons entitled to attend (other than the members of the executive committee (bureau) of each general meeting) being present, either physically or by telephone or audiovisual conference.
The conditions to participate in each of the general meetings appear in the convening notice dated March 3, 2021 (also available below), it being said that:

• each bondholder has the right to participate in the relevant general meeting by proxy or by correspondence;
• each general meeting will be chaired by the representative of the masse, as specified in the terms and conditions of each relevant bond;
• two tellers (scrutateurs) and the secretary of each general meeting will be appointed from among the Company's employees;
• the Company will provide live broadcasting of each general meeting by conference call, the access number of which will be provided upon request to the centralising agent (Société Générale Securities Services - 32, rue du champ de tir, CS 30812, 44308 Nantes, Cedex 03, France - +33 2 51 85 65 93 - agobligataire.fr@socgen.com). A recording of the meeting will also be available on the Company’s website.

You may find below all the documents relating to these general meetings of March 2021:

Delayed broadcast of the General Meeting of the holders of bonds issued on May 23, 2012, and held on March 18, 2021 [in French only]

• Minutes of the GM of the holders of bonds issued on May 23, 2012, and held on March 18, 2021 [in French only] (PDF, 135 KB)

Delayed broadcast of the General Meeting of the holders of bonds issued on March 10, 2015, and held on March 18, 2021 [in French only]

• Minutes of the GM of the holders of bonds issued on March 10, 2015, and held on March 18, 2021 [in French only] (PDF, 135 KB)

Delayed broadcast of the General Meeting of the holders of bonds issued on March 30, 2017, and held on March 18, 2021 [in French only]

• --
• Minutes of the GM of the holders of bonds issued on March 30, 2017, and held on March 18, 2021 [in French only] (PDF, 83 KB)

Delayed broadcast of the General Meeting of the holders of bonds issued on December 6, 2018, and held on March 18, 2021 [in French only]

• Minutes of the GM of the holders of bonds issued on December 6, 2018, and held on March 18, 2021 [in French only] (PDF, 135 KB)

Delayed broadcast of the General Meeting of the holders of bonds issued on June 18, 2020, and held on March 18, 2021 [in French only]

• Minutes of the GM of the holders of bonds issued on June 18, 2020, and held on March 18, 2021 [in French only] (PDF, 83 KB)

Delayed broadcast of the General Meeting of the holders of bonds issued on March 30, 2017 and held on March 29, 2021 on second call [in French only]

• Minutes of the GM of the holders of bonds issued on March 30, 2020, and held on March 29, 2021 on second call [in French only] (PDF, 128 KB)

Delayed broadcast of the General Meeting of the holders of bonds issued on June 18, 2020, and held on March 29, 2021 on second call [in French only]

• Minutes of the GM of the holders of bonds issued on June 18, 2020, and held on March 29, 2021 on second call [in French only] (PDF, 127 KB)