Slides
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Assemblée générale Shareholders’ Meeting M A Y 1 5 , 2 0 2 5
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 2 Agenda 2024 highlights, Asset Management & Principal Investments Performance by Laurent Mignon, Group CEO 2025 and recent events by David Darmon, Member of the Executive Board and Group Deputy CEO ESG performance by Christine Anglade, Director of Sustainable Development and Communication, Executive Board Advisor Governance and compensation by William D. Torchiana, Chairman of the Governance and Sustainability Committee Resolutions by Caroline Bertin Delacour, General Counsel Statutory auditors reports Questions from shareholders Vote on resolutions
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2024 highlights, Asset Management & Principal Investments Performance L a u r e n t M i g n o n , G r o u p C E O
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 4 A strong 2024 performance leads to a strong 17.5% growth of proposed dividend More than 2.5% of NAV to be paid in dividends(3), heading to c.3.5% mid-term with the development of Asset Management(4) Significant Value Creation : +€21.1 per share Strong Bureau Veritas 2024 performance: share price up +28.3% IK Fee Related Earnings : €69.9m, above expectations AuM: €13.8bn, up +24% YoY €3.4Bn raised in 2024 Principal Investments Third party AM platform (1) Compared to Dec. 31, 2023, NAV fully diluted of €162.3 per share. +16.9% over 2024 when restated for the €4 dividend paid in May 2024 (2) €185.7 as of December 31, 2024. (3) Based on N-1 December non diluted NAV and with a minimum objective of maintaining stability of dividend vs. previous year. (4) Dividend target of c. 3.5% of NAV including 2.5% of Principal Investments NAV (hence NAV restated from GPs ownership values) returned to shareholders + 2.5% of invested Sponsor Money + ~90% of after tax FRE to be returned to shareholders(on average) Representing >2.5% return to 2024 total NAV(2) Announced Target Stronger Return with proposed 2024 dividend of €4.7 per share, up +17.5% 2.5% of Principal investments NAV returned to shareholders ~90% of after tax FRE returned to shareholders (on average) Strong 2024 value creation : NAV up 16.9% (1) +
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 5 Delivering strong and recurring returns to shareholders, in line with the strategic roadmap published in 2023 Proposing a €4.70 per share dividend, up +17.5% Representing a yield of c.5.2%(1) on Share Price and >2.5% of NAV €100 million share buyback launched in October 2023 completed in July 2024. €92.5 million share bought back in 2024 In euros per share, ordinary dividend The 2011 ordinary dividend included an exceptional distribution of 1 Legrand share for every 50 Wendel shares held. (1) Based on Wendel’s share price of €90.6 as of May 13, 2025. Div/ANR yield 1.3% 1.7% 1.5% 1.4% 1.6% 1.6% 1.5% 1.5% 1.9% 1.7% 1.8% 1.6% 1.9% >2.5% +21.2% CAGR 2024 dividend to be proposed today 1,25 € 1,30 € 1,75 € 1,85 € 2,00 € 2,15 € 2,35 € 2,65 € 2,80 € 2,80 € 2,90 € 3,00 € 3,20 € 4,00 € 4,70 € 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 20242024 2.5%
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 6 In 2024, we took some major steps to create long term value Value creation(1): • Bureau Veritas LEAP28 mid term plan • Strategic M&A for Stahl (Weilburger Graphics, wet-end sale), CPI (Verge) and Scalian (Mannarino) • Tarkett acceleration in sports flooring • €2.3 bn disposals & value crystallization • €0.7 bn invested in Globeducate • Strong growth in 2024 IK’s FRE (€69.9M), above estimates • €3.4bn raised in 2024 by IK • GP value growth: up +57% in NAV since IK acquisition • Sponsor money value : not yet called Improved growth profile Increased recurring cash flow generation thanks to Asset Management development Higher dividend yield profile & opportunistic Share buyback Principal Investments Asset Management • €0.4bn(2) for the acquisition of 51% of IK • €0.5bn committed to IK funds • $1.13bn acquisition of 72% of Monroe, closed in Q1 2025 • Total contribution from principal investments subsidiaries up +7.7%, restated from Constantia Flexibles Acceleration towards dual model to drive higher performance Capital allocation & portfolio rotation Earnings growth Value creation (1) Adjusted for scope impacts and dividends paid by companies. Consolidated sales will be published only for Full Year and Interim results. For Q1 & Q3, sales by companies/activities will continue to be commented on an individual basis. (2) Within the €383m, €128m (excluding ticking fees) are to be paid in 2027 pending conditions. The remaining 49% are to be acquired in 2029-2032.
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 7 Fully diluted(1) Net Asset Value of €185.7 per share as of December 31, 2024 (in millions of euros) December 31, 2024 Listed equity investments Number of shares Share price(2) 3,793 • Bureau Veritas 120.3 million €29.5 3,544 • IHS 63.0 million $3.2 192 • Tarkett €10.5 57 Investments in unlisted assets (3) 3,612 Asset Management (4) 616 Other assets and liabilities of Wendel and holding companies (4) 174 Cash and marketable securities (5) 2,407 Gross asset value 10,603 Wendel bond debt (6) -2,401 IK Partners transaction deferred payment -131 Net asset value 8,071 Of which net debt -124 Number of shares 44,461,997 Net asset value per share €181,5 Wendel’s 20 days share price average €93.5 Premium (discount) on NAV -48.5% Number of shares – fully diluted 42,466,569 Fully diluted Net asset value per share €185.7 Premium (discount) on NAV -49.6% (1) Fully-diluted NAV per share assumes all treasury shares are cancelled and a complementary liability is booked to account for all LTIP related securities in the money as of the valuation date. (2) Last 20 trading days average as of December 31, 2024. (3) Investments in unlisted companies (Stahl, Crisis Prevention Institute, ACAMS, Scalian, Globeducate, Wendel Growth). Aggregates retained for the calculation exclude the impact of IFRS16. (4) Investment in IK Partners and sponsor money. (5) Of which 1,995,428 treasury shares as of December 31, 2024 (6) Cash position and financial assets of Wendel & holdings. Assets and liabilities denominated in currencies other than the euro have been converted at exchange rates prevailing on the date of the NAV calculation. If co-investment and managements LTIP conditions are realized, subsequent dilutive effects on Wendel’s economic ownership will b e accounted for in NAV calculations. See page 246 of the 2023 Registration Document 51% of IK Partners valuation. No sponsor money at the end of December 31.
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 8 Principal Investments +€21.1 Asset Management +€6.0 Cash operating costs and Net financing results & others -€1.0 Share Buyback relutive impact per share +€1.4 Total value creation on fully diluted NAV per share +€27.4 €27.4 per share of intrinsic value creation in 2024: +16.9% in one year • + 29% of value of listed assets, mainly Bureau Veritas • - 7% for non-listed assets, LFL • IK Partners valuation increased by +57% since acquisition in 2024. • AuM +24% YoY • Good cost control • Positive carry • Positive impact of USD hedging on Monroe • Accretion net of cash spent to buyback shares since the start of the year △ YoY NAV per share(1) • +€23.4 Fully Diluted Net Asset Value • +€4.0 dividend paid (1) Fully diluted, adjusted for dividends. A B C D E
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 9 Holding Company Asset Management (1) Principal Investments Total Revenue - 126.5 7,937.0 8,063.5 Contribution to net income from operations -63.0 42.3 774.4 753.7 Capital gain on Constantia - - 692.0(2) 692.0(2) Depreciation and amort. of goodwill entries 39.9 -6.5 -329.6 -296.1 Non reccurring income/loss -84.0 12.4 -88.1 -159.7 Net income -107.1 48.3 1,048.7 989.9 Net income, group share -107.6 18.9 382.6 293.9 Wendel Group IFRS P&L does not reflect all the capital gains and inflows from our investment activity IFRS net income €m In accordance with IFRS, this excludes the capital gain on the sale of BV shares carried out in April (€784m), as well as the change in fair value of IHS (-€85m), that are booked in equity. Dividends received by Wendel from CPI (€93.5m) and from BVI (€99.8m) are eliminated in consolidation. 2024 (1) Consolidated over 8 months only. (2) €419m group share. Consolidated sales will be published only for Full Year and Interim results. For Q1 & Q3, sales by companies/activities will continue to be commented on an individual basis.
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 10 A- 2024 performance of Group’s companies Sales Δ Organic growth EBITDA, Op. profit for BVI (1) Margin Bureau Veritas €6,241m +6.4 % +10.2% €996m 16.0% ACAMS $102m -0.8% n/a $25m 24.6% Crisis Prevention Institute $150m +8.5% +8.4% $74m 49.3% Scalian €533m -1.2% -4.0% €60m 11.2% Stahl €930m +1.8% -1.1% €207m 22.2% Globeducate (2) €352m +10% n/a €84 23.9% Tarkett €3,332m -0.9% -0.4% €329m 9.9% IHS Towers $1,711m -19.5% +48.1% $928m 54.3% Minority holdings (1) EBIT and EBITDA before goodwill allocation entries, management fees, and non-recurring items. Including IFRS 16 impacts. Financing documentation may include specific definitions of EBIT & EBITDA. (2) Globeducate acquisition was completed on October 16th, 2024. Globeducate fiscal year ends in August, and figures shown are last twelve months at the end of August 2024. Indian operations are deconsolidated and accounted for by the equity method due to the absence of audited figures for the year ending in August-24.
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 11 B- IK’s growth momentum has accelerated since our transaction with strong value creation for all stakeholders Liquidity for LPs Innovation €1.6 billion Proceeds generated from 11 exits(1) 2.8x MM Average gross MM achieved from 11 exits Deployment €1.5 billion invested(2) 17 deals First Continuation Vehicle Yellow Hive continuation vehicle oversubscribed at an EV of €505m The IK X Fund is classified as an Article 8+ Launch of IK partnership fund III Fundraising >€5.1 billion raised for the vintage 2023-2025 Target of 6bn+ €3.4 billion raised in 2024 Another year of distribution Strong momentum Consistent investment pace Positive development (2) Invested or committed in 2024 (1) Realized or signed in 2024
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 12 Acquisition of Monroe, a $20bn AUM private credit manager focused on the US mid-market 28% AUM CAGR 2013-24 c.10% Gross Unlevered IRR (1) 700+ directly originated transactions 1.5% of default rate since inception with c.70% recovery rate on directly originated transactions Abu Dhabi United Arab Emirates Seoul South Korea San Francisco Los Angeles Austin Naples Miami Boston Farmington New York Chicago Headquarters $20bn managed across 45 investment vehicles dedicated to different LP segments May 2019 March2021 Proud signatory • Business services • Healthcare • Software & technology • Media Inception: 2004 Team: 278 (o/w 115 IP) A market leader in the large and growing US middle market targeting $5m-$40m EBITDA companies requiring $25m-$200m debt 11 offices (o/w 9 In the US) • Specialty finance • Distribution • Manufacturing • Consumer goods Diversified sectors with specializations in : Sydney Australia (1) Across fully exited companies
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 13 56% 44% Today, Wendel Group manages a total of c.€40 billion of assets Education, Professional Training, and Tech. Industrials Business Services Principal Investments €6.3bn (2) Equity Value exposure of Group companies, weighted by the breakdown of 2024 revenues (except for IHS with Q42024 revenue). Equity value are based on NAV calculations as of December 31, 2024 €34bn AuM in private assets c. 480 people in 11 countries €19.0bn AuM c.€15bn AuM 44% 37% 19% Economic exposure(2) of Wendel: 34% North America, 36% Europe, 13% APAC, 13% RoW 3rd Party AM platform €34bn AuM(1) Note: cash on hand excluded from the analysis above (1) March 2025 pro forma figures for IK Partners and Monroe Capital total AuM. EURUSD @1.08
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 14 Q1 2025 portfolio performance & update D a v i d D a r m o n, M e m b e r o f t h e E x e c u t i v e B o a r d , G r o u p D e p u t y C E O
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 15 Q1 2025 key highlights: a very active deployment of our Strategic roadmap Principal Investments Asset Management Forward sale of Bureau Veritas shares @€27.25 generating €750m of proceeds Good sales growth across the board Active external growth by BVI, CPI and Scalian: 4 acquisitions Total Principal Investments value: €6.3 Bn Closing of Monroe Capital on March 31, 2025, Wendel dramatically expanded its AM platform and rebalanced its business model towards more recurring cash flows and growth Good fundraising activity in Q1: Altogether, IK & Monroe raised €3.4 bn Total Assets Under Management for third party is now €34bn Acceleration towards dual model to drive higher performance
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 16 Fully diluted Net Asset Value of €176.7 per share as of March 31, 2025 (in millions of euros) March 31, 2025 Listed equity investments Number of shares Share price(1) 2,965 • Bureau Veritas 89.9(2) million €28.5 2,565 • IHS 63.0 million $4.4 254 • Tarkett €16.4 146 Investments in unlisted assets (3) 3,346 Asset Management (4) 1,778 Other assets and liabilities of Wendel and holding companies (5) 161 Cash and marketable securities (6) 2,058 Gross asset value 10,308 Wendel bond debt -2,378 IK Partners transaction deferred payment & Monroe earnout -244 Net asset value 7,686 Of which net debt -564 Number of shares 44,461,997 Net asset value per share €172.9 Wendel’s 20 days share price average €92.0 Premium (discount) on NAV -46.8% Number of shares – fully diluted 42,456,176 Fully diluted Net asset value per share €176.7 Premium (discount) on NAV -47.9% (1) Last 20 trading days average as of March 31, 2025, (2) Number of shares adjusted from the Forward Sale Transaction of 30,357,140 shares of Bureau Veritas. The value of the call spread transaction to benefit from up to c.15% of the stock price appreciation on the equivalent number of shares is taken into account in "Other assets & liabilities". (3) Investments in unlisted companies (Stahl, Crisis Prevention Institute, ACAMS, Scalian, Globeducate, Wendel Growth). Aggregates retained for the calculation exclude the impact of IFRS16. (4) Investment in IK Partners (excl. Cash to be distributed to shareholders), in Monroe and sponsor money. (5) Of which 2,005,821 treasury shares as of March 31, 2025. (6) Cash position and short-term financial assets of Wendel & holdings. Assets and liabilities denominated in currencies other than the euro have been converted at exchange rates prevailing on the date of the NAV calculation. If co-investment and managements LTIP conditions are realized, subsequent dilutive effects on Wendel’s economic ownership are accounted for in NAV calculations. See page 285 of the 2024 Registration Document. 51% of IK Partners 72% of Monroe Capital + sponsor money invested (€29m)
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 17 Principal Investments -€6.5 Asset Management -€0.8 Cash operating costs and Net financing results -€1.0 Other assets & liabilities -€0.7 Total change in value on fully diluted NAV per share -€9.0 Q1 2025 NAV mainly impacted by market multiples • Listed assets flat, thanks to the good performance of Tarkett’s and IHS’s share prices • -€6.5 for non-listed assets, mainly impacted by the decrease in market multiples and FX • Slight decrease of IK partners’ peers’ multiples • Cost management under control △ Q1 2025 NAV per share • NAV per share down 4.8%
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 18 Positive Q1 2025 revenue growth across the board (1) Total sales including wet-end activities, the disposal of which is expected to close in Q2 2025. (2) Indian operations are deconsolidated and accounted for by the equity method due to the absence of audited figures. 3 months revenue from December 1, 2024 to February 28, 2025. These figures are compared with the same period last year and are estimated and non audited, accordingly, changes in percentages are rounded to the nearest whole figure. Revenue Δ Organic growth Scope impact FX impact Bureau Veritas €1,558.7m +8.3% +7.3% +1.4% -0.4% Stahl(1) €231.0m +2.4% -5.4% +8.1% -0.3% Scalian €131.8m -6.3% -11.2% +4.9% - CPI $30.7m +5.8% +5.3% +1.4% -0.9% ACAMS $22.0m +6.4% +6.9% - -0.5% Globeducate(2) €109.6m +11% n.a +3.5% n.a IK Partners €46.4m +33% +33% - - Principal InvestmentsAM
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 19 Asset Management is now a significant value creation driver (17% of GAV) Revenue growth Good positioning Q1 2025 up +33% for IK Partners Thanks to the strong fundraising over the last twelve months Significant AM player €34bn of AuM in private equity (Europe) and credit (US) Small & Mid cap sweet spot Platformization benefits to come Ongoing fundraising is going well, record size for flagship IK fund X, closed at €3.3 Bn hard cap Fundraising by IK Partners & Monroe Capital €3.4 billion raised in Q1 2025 Strong momentum
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 20 Wendel is financed at 2.4% average cost with no maturity until 2026 209.2 Jan., 2034June 2031Apr, 2026 1.375% 300 300 1.000% 1.375% 500 2.500% Feb., 2027 750 March, 2026 2.625% June 2030 300 4.500% 2023 in m€ Institutional bonds Exchangeable bonds into Bureau Veritas’ shares Maturity profile Pro forma total liquidity as of March 31, 2025: €1.7bn (o/w €875m in committed credit facility) Gross debt: €2.4bn 17.2% LTV ratio as of March 31, 2025 (1) Average maturity: 3.4 years Weighted average cost of debt: 2.4% S&P credit rating: BBB/stable outlook (1) Including sponsor money commitment in IK (-€500m partly called as of 03.31.2025) & expected commitments in Monroe Capital (-$200m partly called as of 03.31.2025), IK Partners transaction deferred payment (-€131m), Monroe Capital 100% acquisition (including estimated earnout and puts on residual capital, i.e -$528M).
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 21 Q1 2025 key takeaways: transformation is on the way • Good performance of group companies across the board • Strong portfolio rotation • Tariffs war expected to have a limited direct impact on our portfolio, main risk is global macro and USD FX • Strong momentum in fundraising within our Asset Management platform • Wendel Asset Management business is now a significant performance driver: 17% of GAV as of March 2025 vs. 0% in March 2024 • Q1 2025 NAV impacted by market multiples Strong dividend to be proposed today: €4.70 per share, up 17.5% Based on current share price level, dividend represents a 5.2% yield Strong financial structure • At Wendel level: LTV 17.2%(1) and strong liquidity (1) Including sponsor money commitment in IK (-€500m partly called as of 03.31.2025) & expected commitments in Monroe Capital (-$200m partly called as of 03.31.2025), IK Partners transaction deferred payment (-€131m), Monroe Capital 100% acquisition (including estimated earnout and puts on residual capital, i.e -$528M).
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AG 2025 | 1 5 . 0 5 . 2 0 2 5 22 ESG Performance C h r i s t i n e A n g l a d e , E S G & c o m m u n i c a t i o n s D i r e c t o r
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 23 2024 – Implementation of CSRD - Sustainability report Scope ▪ Same as fully consolidated financial statements Report structure aligned with Wendel’s dual model ▪ General information about Wendel Group ▪ Information about investment activities (Wendel SE & IK Partners) ▪ Information about fully consolidated portfolio companies (Wendel's historical investment activity) GHG emissions cover full value chain (including non-fully consolidated entities (1). (1) ESRS E1
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 24 New ESG roadmap – 5 priorities Responsible investment policies of Wendel and third-party asset management companies Principal investments ESG performance of portfolio companies(1) Social responsibility of Wendel and third- party asset management companies Investment’s activity Corporate Health & Safety Gender parityClimate change adaptation & mitigation Reliability of non-financial information Governance & business ethics In 2024, Wendel implemented a new ESG roadmap for the period 2024-2027 (1) Scope: fully consolidated Wendel portfolio companies
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 25 New ESG roadmap aligned with the CSRD (2024 - 2027) Principal investments Historical investment activity Governance & business ethics Reliability of non- financial information Health & Safety Gender parity 97% of the Group's GHG emissions1 are covered by SBTi commitments 60% 100% 99% 38% of women in the executive governance bodies of subsidiaries of companies in the scope have carried out a double materiality assessment of CEOs have part of their variable compensation indexed to ESG criteria linked to material sustainability issues Scope: fully consolidated Wendel portfolio companies (1) Entities eligible under SBTi for the 2024 financial year: Bureau Veritas, Stahl, CPI, ACAMS, Tarkett, IHS Towers, Tadaweb and IK Partners. of employees in portfolio companies that have identified health and safety as a material issue are covered by a health and safety policy that includes quantitative targets (frequency rate of workplace accidents) Climate change adaptation & mitigation
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 26 Wendel & GPs New ESG roadmap aligned with the CSRD (2024 - 2027) Governance & business ethics Health & Safety Climate change adaptation & mitigation Gender parity - have a decarbonization path approved by SBTi (at the holding company level and at the portfolio company level) - are covered by gender parity indicators based on recognised standards - have published a TCFD report (Task Force on Climate Related Financial Disclosures) - have set ESG governance at the level of executive and non- executive level - have set up health & safety reporting based on recognized standards for 100% of AUM For 2025, Monroe Capital will be integrated into Wendel's ESG roadmap. As of 2024, Wendel and IK Partners: Reliability of non- financial information
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 27 Recognised ESG performance 76 AAA 2050 AA A BBB BB B CCC B/B-A C/C- D/D- Score 2023 66 Negligible Risk Low risk Medium High AA A- Negligible risk Best Worst B- C+ C C- D+ D D- B- Score 2024 76 (top 1% of the industry) AA B Negligible risk (top 2% of the industry) B- B (top 10% of the sector)
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 28 Governance and compensation W i l l i a m D . T o r c h i a n a , C h a i r m a n o f t h e G o v e r n a n c e a n d S u s t a i n a b i l i t y C o m m i t t e e
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 29 Supervisory Board independent member Priscilla de Moustier William D. Torchiana Chair of the Governance and Sustainability Committee Nicolas ver Hulst Chairman Gervais Pellissier Vice-President Lead Member Chair of the Audit, Risks and Compliance Committee Franca Bertagnin Benetton Bénédicte Coste Sophie Tomasi representing employees Thomas de Villeneuve Humbert de WendelHarper Mates representing employees François de Mitry Fabienne Lecorvaisier 12 members of which 2 representing employees 40 % independent members (excluding members representing employees) 4 nationalities 40 % of women (excluding members representing employees) 50 % of women (among all members) 61 years old average 6.4 average years of service
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 30 Supervisory Board and Committees Audit, Risks and Compliance Committee Gervais Pellissier, Chairman Franca Bertagnin Benetton Fabienne Lecorvaisier François de Mitry William Torchiana Humbert de Wendel Governance and Sustainability Committee William Torchiana, Chairman Bénédicte Coste Fabienne Lecorvaisier Priscilla de Moustier Gervais Pellissier Sophie Tomasi Thomas de Villeneuve 66.6 % independent members* 50 % independent members* *Excluding members representing employees Renewals (resolutions 6 to 9) for 4 years Nicolas ver Hulst Bénédicte Coste François de Mitry Priscilla de Moustier
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 31 Executive Board Laurent Mignon Chairman of the Executive Board (Group CEO) as of December 2, 2022 David Darmon Member of the Executive Board (Group Deputy CEO) as of September 9, 2019 Term renewed for 4 years, as of April 7, 2025 until April 6, 2029
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 32 Executive Board 2024 compensation pages 85 to 105 of the 2024 Universal Registration Document Resolution 14 : General information on 2024 corporate officers’ compensation Resolution 15 : Compensation of Laurent Mignon, Executive Board Chairman Resolution 16 : Compensation of David Darmon, Executive Board member
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 33 2024 short term compensation and other items Other items / benefits of all kinds, in particular: • profit sharing plans, employees’ retirement and saving plans (without supplementary pension plan), unemployment insurance (the Executive BoardChairman declined it), subscription terms of co-investments Laurent Mignon David Darmon Fixed compensation € 1 300 000 € 770 000 Awarded variable compensation € 1 350 310 € 799 800 Fixed and variable compensation Compliant with the compensation policy approved by the 2024 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 34 2024 variable compensation – Achievement rate of objectives Financial objectives: Performance of Bureau Veritas Performance of the Principal investments business Performance of the Private asset management business (IK Partners) Maintaining Wendel’s Investment Grade rating Non financial objectives: Implementation of the strategic plan Human resources (alignment of talent management with the new strategy) ESG: ▪ climate (development of a methodology for climate objectives) ▪ reporting (implementation of the CSRD regulation) Achievement Weighting Part of variable max. Financial objectives 87.8% 65% 57.07% Non-financial objectives 95% 35% 33.25% Total 90.32% Compliant with the compensation policy approved by the 2024 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 35 2024 long term compensation Presence condition: 4 years (with partial acquisition thresholds after 2 years and 3 years in case of departure) Performance conditions: assessed over 4 years stock options: ESG condition linked to the « S » (at least 85% of Wendel employees must have attended each year a training course on generative artificial intelligence) performance shares: • TSR evolution: absolute (25%) and relative performance, compared to the CACmid60 (50%) • dividend evolution (25%) Holding condition: at least 500 performance shares granted under each plan Compliant with the compensation policy approved by the 2024 Shareholders’ Meeting Laurent Mignon David Darmon Stock options 58 144 34 439 Performance shares 40 858 24 201
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 36 Executive Board 2025 compensation policy Resolution 18: Executive Board Chairman Resolution 19: Executive Board member pages 77 to 84 of the 2024 Universal Registration Document
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 37 New compensation policy for 2025-2028: short term compensation Fixed compensation • € 1 300 000 for the Executive Board Chairman • € 770 000 for the Executive Board member Variable compensation • maximum 115 % of fixed compensation • Structured around 4 financial objectives and 3 non-financial objectives Other items and benefits of all kinds, in particular: • profit sharing plans, employee’s retirement and saving plans (without supplementary pension plan), unemployment insurance (the Executive Board Chairman declined it) Termination benefits • maximum 18 months of fixed and paid variable compensation, subject to several performance conditions Permanent obligation to hold Wendel shares • for the Executive Board Chairman: 200 % of the fixed portion of his annual compensation • for the Executive Board member: 100 % of the fixed portion of his annual compensation Unchanged
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 38 2025 variable compensation - Objectives Weighting 2024 2025 Financial objectives 65% 70% Performance of Bureau Veritas: organic growth and adjusted operating income 20% 20% Performance of the principal investments portfolio of unlisted companies: organic growth and EBITDA 20% 20% Performance of the private asset management business: organic growth and fee-related earnings 10% 20% Maintaining Wendel’s Investment Grade rating 15% 10% Non-financial objectives 35% 30% Strategic priorities 22.75% 20% Human Resources (aligning the organization of the teams with the needs of the new strategy) 7% 5% ESG (defining and implementing common principles for both principal investments and private asset management in terms of ESG governance and sustainability reporting) 5.25 % 5% TOTAL 100% 100% The weighting of objectives has been revised to give a larger share than before to the Private asset management business Changes versus 2024 are highlighted in green
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 39 New compensation policy for 2025-2028: long-term compensation Long-term incentive plans have been redesigned to take into account Wendel's strategic shift towards a dual model: Principal investment business and Private asset management business o Withdrawal of stock-options and of the carried interest program o Introduction of a single performance share allocation system based on three plans (AP 1, AP 2 and AP 3) * Annualized TSR, reinvested dividend ** Executive Board Chairman: 200 % of his annual compensation – Executive Board member: 100 % of his annual compensation AP 1 AP 2 AP 3 Overall budget 325 000 shares 200 000 shares 30 000 shares Allocation of the Executive Board 100% of their annual compensation (fixed + maximum variable) ▪ 13 % for the Chairman of the Executive Board ▪ 11% for the member of the Executive Board ▪ 27,5 % for the Chairman of the Executive Board ▪ 22,5% for the member of the Executive Board Presence condition ▪ 4 years ▪ Intermediary vesting thresholds after the 2nd and the 3rd year ▪ 4 years ▪ 4 years Performance condition assessed over a 4-year period ▪ 75% : absolute performance of Wendel’s TSR measured between 5% and 9% ▪ 25% : dividend growth ▪ 100% : absolute performance of Wendel’s TSR measured between 7% and 12% ▪ 100% : absolute performance of Wendel’s TSR 12% Holding condition for the Executive Board 500 shares (included in the calculation of the general and permanent obligation to hold shares*) 50% of the vested AP2 shares for at least 4 years from the vesting date 50% of the vested AP3 shares for at least 4 years from the vesting date
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 40 Executive Board 2025 compensation structure Renewed structure, balanced and challenging: Fixed Annual variable Compensation without performance conditions 20% Compensation with performance conditions 80% Fixed Annual variable Long-term compensation 60% Annual compensation 40% Performance shares Performance shares
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 41 Supervisory Board compensation Resolution 17: 2024 compensation of Nicolas ver Hulst, Supervisory Board Chairman Resolution 20: Supervisory Board members 2025 compensation policy pages 84 and 105 of the 2024 Universal Registration Document
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 42 2024 compensation of the Supervisory Board Chairman Nicolas ver Hulst Meetings-related compensation (fixed and variable) Specific compensation € 100 000 € 250 000 Compliant with the compensation policy approved by the 2024 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 43 2025 compensation policy of the Supervisory Board members ▪ Annual compensation for Board meetings: • budget: maximum € 900 000 • of which a preponderant variable portion, based en actual attendance at meetings Total maximum compensation (fixed+variable) Variable portion (55%)** Fixed portion (45%) Board Chairman € 100 000 € 55 000 € 45 000 Board member € 50 000 € 27 500 € 22 500 Committee Chair* € 50 000 € 27 500 € 22 500 Committee member* € 20 000 € 11 000 € 9 000 *Amounts in addition to the compensation as member of the Board ** Maximum amounts paid in case of full attendance to the Board and Committees’ planned meetings ▪ Specific annual compensation: • Board Chairman: € 250 000 • Board Lead Independent Member: € 25 000 Unchanged
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 44 Resolutions presentation C a r o l i n e B e r t i n D e l a c o u r , G e n e r a l C o u n s e l
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 45 Agenda 2024 fiscal year Financial statements Regulated related-party agreements 1 to 5 Governance Renewal of 4 Supervisory Board members Auditors renewal/appointment Compensation (2024 ex post say on pay) Compensation (2025 ex ante say on pay) 6 to 9 10 to 13 14 to 17 18 to 20 Resolutions OGM / EGM Financial authorizations Share buyback program Employee shareholding 21 22 and 23 24 25 By-laws amendments Powers for legal formalities
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 46 Financial statements and dividend 1st resolution Approval of Wendel SE financial statements Net loss: €222 million 2nd resolution 3rd resolution €4.70/share dividend ▪ Ex-dividend date: May 21, 2025 ▪ Dividend payment date: May 23, 2025 Approval of consolidated financial statements Net income – Group share: €293.9 million OGM
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 47 Regulated related-party agreements 4th resolution: Agreements with Executive Board members and employee representatives members of the Supervisory Board 5th resolution: Agreements with Wendel-Participations ▪ agreements relating to the use of the Wendel name and trademarks license OGM ▪ co-investments in Scalian, YesWeHack, Gloebeducate, Tadaweb and Aqemia
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 48 Renewal of a Supervisory Board members 6th resolution Renewal of Nicolas ver Hulst OGM for 4 years - until the 2029 Shareholders’ Meeting ▪ if approved, reappointment as Chairman of the Supervisory Board 7th resolution Renewal of Bénédicte Coste 8th resolution Renewal of François de Mitry 9th resolution Renewal of Priscilla de Moustier
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 49 Auditors renewal/appointment OGM 10th and 11th resolutions Renewal of Deloitte & Associés as Statutory Auditors for auditing the financial statements and certifying sustainability information for 6 years - until the 2031 Shareholders’ Meeting 12th and 13th resolutions Appointment of Forvis Mazars as Statutory Auditors for auditing the financial statements and certifying sustainability information
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 50 Compensation 14th to 17th resolutions ▪ 2024 compensation report for members of the Executive Board and members of the Supervisory Board ▪ 2024 compensation items of Laurent Mignon, David Darmon and Nicolas ver Hulst 18th to resolutions 2025 compensation policy for members of the Executive Board and members of the Supervisory Board OGM
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 51 Financial authorizations – Share buyback program 21st resolution Wendel share buyback: ▪ J€250 maximum purchase price ▪ up to 10% of the share capital ▪ for 14 months No use during a public offer on Wendel’s securities OGM
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 52 Financial authorizations – Employee shareholding 22nd resolution Capital increase reserved for members of the Group savings plans ▪ up to €200 000 ▪ share price discount of max 30% ▪ for 14 months 23rd resolution Performance shares grants to corporate officers and employees ▪ overall cap of 1.25% of share capital ▪ special caps for Executive Board members: o 50% of the overall cap o compensation policy limits ▪ for 14 months EGM
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 53 Other resolutions 25th resolution Powers for legal formalities / OGM 24th resolution Amendment of Articles 14, 15 and 25 of the Company’s by-laws / EGM ▪ incorporation of the provisions of the Loi Attractivité (June 13, 2024): more flexible conditions for the Supervisory Board meetings, written consultation and votes by mail/email ▪ Supervisory Board’s prior approval for the appointment or renewal of sustainability auditors
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 54 Statutory auditors reports I o u l i a V e r m e l l e, E r n s t & Y o u n g A u d i t
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Reports of the auditors 55 1. Report on the Wendel consolidated financial statements (Universal Registration Document pages 334-339) 2. Report on the Wendel annual financial statements (Universal Registration Document pages 361-364) 3. Special report on related-party agreements (Universal Registration Document pages 388-392) 4. Two reports on authorizations to be given to the Executive Board to carry out transactions on capital (Resolutions 22 and 23) (Universal Registration Document pages 393-394) 5. Report on the certification of sustainability Information (Universal Registration Document pages 237-242) - Report not pertaining to a resolution
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Reports on the consolidated and annual financial statements 56 Title of report Opinion Justification of Assessments – Key Audit Matters Report on the annual financial statements (Resolution n°1) Unqualified opinion - Valuation of investments in subsidiaries and associates, and loans and advances connected with investments Report on the consolidated financial statements (Resolution n°2) Unqualified opinion - Accounting treatment of acquisition and divestment of portfolio companies - Measurement of goodwill - Accounting treatment of mechanisms for the participation of management teams in the Group’s investments ► In our opinion, the consolidated and annual financial statements give a true and fair view of the assets and liabilities and of the financial position as at December 31, 2024, and of the results of the operations for the year then ended
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Statutory Auditors’ special report on related-party agreements 57 Title of report Observations Report on related- party agreements ► Agreements submitted for approval to the Shareholders’ Meeting ► Agreements authorized and concluded during the past year ► With Mr. Laurent Mignon, Mr. David Darmon, Mrs. Harper Mates and Mrs. Sophie Tomasi: agreement relating to co-investments in Scalian, Globeducate and Aqemia (Wendel Growth) ► With Wendel-Participations SE: intellectual property agreement ► Agreements not previously authorized but approved afterwards ► With Mr. Laurent Mignon, Mr. David Darmon, Mrs. Harper Mates and Mrs. Sophie Tomasi: agreement relating to co-investments in YesWeHack and Tadaweb (Wendel Growth) ► Agreements previously approved by the Shareholders’ Meeting ► Agreements approved in prior years, the execution of which continued during the past year ► With Wendel-Participations SE: agreement relating to the sublease contract of worskpace rue Paul Cézanne (Paris 8ème), an agreement relating to administrative assistance services, an agreement relating to the anti-corruption compliance (Sapin 2) and country-by-country tax reporting (CbCR) services, a contract for the provision of technical equipement and a deposit agreement for works of art. ► With Mr. Laurent Mignon, Mr. David Darmon, Mrs. Harper Mates and Mrs. Sophie Tomasi: agreements relating to co-investments 2013-2017, 2018-2021 and 2021-2025
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Reports pertaining to resolutions of the Extraordinary Meeting 58 Resolution Subject Period of authorization granted to the Executive Board Terms N°22 Issue of shares or securities giving access to the capital with cancellation of preferential subscription rights reserved for members of one or more company savings schemes set up within the Group 14 months ► The total number of shares that may be allocated in respect of this authorization may not represent more than 1,25% of the company’s share capital at the grant date. N°23 Free allocation of existing shares or shares to be issued 14 months ► The total number of shares that may be allocated in respect of this authorization may not represent more than 1,25% of the company’s share ► The total number of shares likely to be granted to members of the Executive Board may not exceed half of the ceiling mentioned in the preceding paragraph ► We have no comments on the terms of the proposed transactions and on the information given in the report of the Executive Board. ► Regarding the 22th resolution: • Since the final conditions under which the issue would be carried out have not been fixed, we do not express an opinion on them and on the proposed cancelation of preferential subscription right that is made to you. • We shall issue a supplementary report, where necessary, when these delegations are utilized by your Executive Board.
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Report not pertaining to resolution of the Shareholders Meeting 59 Title of report Opinion Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852, relating to the year ended December 31, 2024 ► Limited assurance on the compliance of the adopted process and the information published with the ESRS standards and the requirements of the EU Taxonomy Directive ► We have not identified any material errors, omissions or inconsistencies ► Observations to highlight the preparation bases and methodology used in the context of the first application of the texts and the specific characteristics of the Group that led to an adaptation of the structure of the Wendel Sustainability Report
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 60 Questions / Answers
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 61 Vote on resolutions C a r o l i n e B e r t i n D e l a c o u r , G e n e r a l C o u n s e l
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 62 Resolution n°1 Approval of the parent company financial statements for 2024 ▪ Net loss: €222 million
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 63 Resolution n°2 Approval of the consolidated financial statements for 2024 ▪ Net income, Group share: €293.9 million
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 64 Resolution n°3 Net income allocation, dividend approval and dividend payment ▪ Dividend: €4.70 per share ▪ Ex-dividend date: May 21, 2025 ▪ Dividend payment date: May 23, 2025
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 65 Resolution n°4 Approval of regulated related-party agreements entered into with certain corporate officers ▪ Laurent Mignon and David Darmon, members of the Executive Board ▪ Harper Mates and Sophie Tomasi, members of the Supervisory Board representing employees
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 66 Resolution n°5 Approval of regulated related-party agreements entered into with Wendel-Participations SE
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 67 Resolution n°6 Renewal of Nicolas ver Hulst at the Supervisory Board ▪ Term of office: 4 years, until the 2029 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 68 Resolution n°7 Renewal of Bénédicte Coste at the Supervisory Board ▪ Term of office: 4 years, until the 2029 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 69 Resolution n°8 Renewal of François de Mitry at the Supervisory Board ▪ Term of office: 4 years, until the 2029 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 70 Resolution n°9 Renewal of Priscilla de Moustier at the Supervisory Board ▪ Term of office: 4 years, until the 2029 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 71 Resolution n°10 Renewal of Deloitte & Associés as Statutory Auditor for auditing the financial statements ▪ Term of office: 6 years, until the 2031 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 72 Resolution n°11 Renewal of Deloitte & Associés as Statutory Auditor for certifying sustainability information ▪ Term of office: 6 years, until the 2031 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 73 Resolution n°12 Appointment of Forvis Mazars as Statutory Auditor for auditing the financial statements ▪ Term of office: 6 years, until the 2031 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 74 Resolution n°13 Appointment of Forvis Mazars as Statutory Auditor for certifying sustainability information ▪ Term of office: 6 years, until the 2031 Shareholders’ Meeting
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 75 Resolution n°14 Approval of the information relating to the compensation previously paid or awarded to the members of the Executive Board and of the Supervisory Board (compensation report)
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 76 Resolution n°15 Approval of the compensation items paid during or awarded for 2024 to Laurent Mignon, as Chairman of the Executive Board
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 77 Resolution n°16 Approval of the compensation items paid during or awarded for 2024 to David Darmon, as a member of the Executive Board
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 78 Resolution n°17 Approval of the compensation items paid during or awarded for 2024 to Nicolas ver Hulst, as Chairman of the Supervisory Board
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 79 Resolution n°18 Approval of the new compensation policy for the Chairman of the Executive Board
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 80 Resolution n°19 Approval of the new compensation policy for the member of the Executive Board
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 81 Resolution n°20 Approval of the new compensation policy for the members of the Supervisory Board
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 82 Resolution n°21 Authorization given to the Executive Board to purchase Company shares ▪ Ceiling: 10% of share capital ▪ Maximum purchase price: €250 per share ▪ Validity period: 14 months
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 83 Resolution n°22 Delegation of authority granted to the Executive Board to increase the share capital with cancellation of preferential subscription rights in favor of members of the Group Savings Plan and the International Group Savings Plan ▪ Ceiling: €200 000 ▪ Validity period: 14 months
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 84 Resolution n°23 Authorization given to the Executive Board to grant bonus shares to the Company’s executive corporate officers and employees ▪ Ceiling: 1.25% of share capital ▪ Specific sub-ceiling for Executive Board members ▪ V alidity period: 14 months
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 85 Resolution n°24 Amendment of Articles 14, 15 and 25 of the Company’s by-laws
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 86 Resolution n°25 Powers for legal formalities
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Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 87