Edenred : successfully placed bonds convertible into and/or exchangeable for new and/or existing shares (oceane) due september 2024 for a nominal amount of approximately €500 million

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

This press release does not constitute a solicitation to purchase or an offer of the Bonds (as defined below) or the shares of Edenred (together, the "Securities") in Australia, in Canada or in Japan, as well as in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"). The Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless they are registered or exempt from registration under the Securities Act. Edenred does not intend to register any portion of the offering of the Bonds in the United States or to conduct a public offering of the Securities in the United States.

The Bonds have been offered only by way of a placement to qualified investors only which include, for the purposes of this press release, professional clients and eligible counterparties (as defined hereafter). The Bonds may not be offered or sold to retail investors (as defined hereafter). No Key Information Document under PRIIPS Regulation has been nor will be prepared.

Press release

September 3, 2019

EDENRED SUCCESSFULLY PLACED BONDS CONVERTIBLE INTO AND/OR EXCHANGEABLE FOR NEW AND/OR EXISTING SHARES (OCEANE) DUE SEPTEMBER 2024 FOR A NOMINAL AMOUNT OF APPROXIMATELY €500 MILLION

Edenred (Euronext Paris: FR0010908533) (the "Company") has successfully placed today bonds convertible into and/or exchangeable for new and/or existing shares ("OCEANE") due 2024 (the "Bonds") for an aggregate nominal amount of approximately €500 million by way of a placement to qualified investors only in accordance with article L. 411-2 II of the French monetary and financial code (Code monétaire et financier) (the "Offering"). The Offering represents today 8,179,290 underlying shares.

Patrick Bataillard, Executive Vice President of Finance of Edenred, declares : "We are pleased with this successful inaugural convertible bonds offering which illustrates once again how attractive Edenred is for investors and their confidence in the Group's strategy for sustainable and profitable growth. With a record negative rate of return and a high conversion premium, at the best terms for Edenred following the placement, this offering sets another milestone for the optimization and diversification of our funding sources".

The net proceeds of the Offering will be used by the Company for general corporate purposes, including the financing of potential external growth operations.

The nominal unit value of the Bonds has been set at €61.13, corresponding to a premium of 40% above Edenred's reference share price1 on the regulated market of Euronext in Paris ("Euronext Paris").

1 The reference share price is equal to the volume-weighted average price of Edenred's shares recorded on the regulated market of Euronext Paris from the start of trading today until the determination of the final terms of the Bonds on the same day, i.e €43.6617.

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

The Bonds will be issued on September 6, 2019 (the "Issue Date"), being the expected settlement and delivery date of the Bonds. The Bonds will be issued at an issue price equal to 108.0% of par, which corresponds to a yield to maturity of -1.53% and will not bear interest.

Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on September 6, 2024 (or on the following business day if this date is not a business day).

The Bonds may be redeemed prior to maturity at the option of the Company, under certain conditions. In particular, the Bonds may be fully redeemed earlier at par, at the Company's option from September 6, 2022 until the maturity date of the Bonds, subject to a prior notice of at least 30 calendar days (without exceeding 90 calendar days), if the arithmetic average, calculated over a period of 20 consecutive trading days chosen by the Company from amongst the 40 consecutive trading days preceding the publication of the early redemption notice, of the products of Edenred's volume weighted average price on Euronext Paris on each trading day of the considered period and the applicable conversion ratio on each such trading day exceeds 130% of the nominal value of the Bonds.

Upon a change of control leading to a rating downgrade, as these terms are defined in the conditions of the Bonds, all bondholders will have an option to request an early repayment of their Bonds, at a price equal to par value.

Application will be made for the listing of the Bonds on Euronext AccessTM of Euronext in Paris to occur within 30 days from the Issue Date.

• Conversion/Exchange Right

Bondholders will be granted a conversion/exchange right of the Bonds into new and/or existing shares of the Company (the "Conversion/Exchange Right") which they may exercise at any time from the 41st day following the Issue Date and until the 7th business day (inclusive) preceding the maturity date or the relevant early redemption date.

The conversion/exchange ratio is set at one share per Bond (subject to standard adjustments in certain cases, as described in the conditions of the Bonds).

Upon exercise of their Conversion/Exchange Right, bondholders will receive at the option of the Company new and/or existing Edenred shares.

The new and/or existing shares potentially received will carry in all cases all rights attached to existing shares as from the date of delivery.

• Company lock-up undertaking

In the context of the Offering, the Company will agree to a lock-up undertaking on the issuance or sale of shares or of securities giving access to the share capital, for a period starting from the announcement of the final terms of the Bonds and ending 90 calendar days after the Issue Date, subject to certain customary exceptions or waiver from the financial intermediaries.

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

• Dilution

For illustrative purposes, as a result of the Offering, the issue of 8,179,290 Bonds each with a par value of €61.13 , would lead to a maximum dilution of 3.36% of the outstanding share capital, should the Company decide to exclusively deliver new shares upon conversion.

• Legal framework of the Offering and placement

The Bonds have been issued by way of a placement to qualified investors only, in accordance with Article L. 411-2-II of the French monetary and financial code (Code monétaire et financier), as per the authorization granted by the Company's combined general meeting held on May 14th, 2019 (11th resolution), via an accelerated bookbuilt placement in France and/or outside of France (excluding in particular the United States of America, Canada, Australia or Japan).

Existing shareholders of the Company shall have no preferential subscription rights nor priority subscription period in connection with the issue of the Bonds (nor the underlying new shares of the Company issued upon conversion as the case may be).

• Available information

The Offering of the Bonds is not subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (the "AMF"). Detailed information on Edenred, including its business, results, prospects and related risk factors are described in the Company's registration document (Document de Référence) filed with the AMF on 28 March 2019 under number D.19-0217 which is available, together with Edenred's interim financial report as at 30 June 2019, and other regulated information and all the press releases of the Company, on Edenred's website (www.edenred.com).

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Edenred, the global leader in payment solutions for the working world, connects 830,000 corporate clients, 47 million employee users and 1.7 million partner merchants across 46 countries. Thanks to its global technology platform, the Group managed 2.5 billion transactions in 2018, primarily carried out via mobile applications, online platforms and cards, and representing more than €28 billion in business volume.

Edenred's 8,500 staff are driven by a commitment to improving employees' quality of life, increasing companies' efficiency and boosting merchants' revenues. They achieve this through three business lines:

• Employee Benefits (food, meals, well-being, leisure, culture and human services)
• Fleet & Mobility Solutions (fuel, tolls, maintenance and business travel)
• Complementary solutions, including Corporate Payment Services (virtual payment cards, identified wire transfers and supplier payments), Incentives & Rewards (gift cards and platforms, and incentive programs),

and Public Social Programs.

Edenred is listed on the Euronext Paris stock exchange and included in the following indices: CAC Next 20, FTSE4Good, DJSI Europe and MSCI Europe.

For more information: www.edenred.com

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

The logos and other trademarks mentioned and featured in this press release are registered trademarks of Edenred S.A., its subsidiaries or third parties. They may not be used for commercial purposes without prior written consent from their owners.

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CONTACTS

Media Relations	Investor Relations
Anne-Sophie Sergent	Solène Zammito
[phone]	[phone]
[e-mail]	[e-mail]
Matthieu Santalucia	Loïc Da Silva
[phone]	[phone]
[e-mail]	[e-mail]

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

Disclaimer

Important information

This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No communication or information relating to the offering of the Bonds may be transmitted to the public in a country where there is a registration obligation or where an approval is required. No action has been or will be taken in any country in which such registration or approval would be required. The issuance or the subscription of the Bonds may be subject to legal and regulatory restrictions in certain jurisdictions; none of Edenred and the financial intermediaries assumes any liability in connection with the breach by any person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This press release is not an offer to the public, an offer to subscribe or designed to solicit interest for purposes of an offer to the public other than to qualified investors in any jurisdiction, including France.

The Bonds have been offered only by way of a placement in France and/or outside France (excluding the United States of America, Australia, Canada and Japan), solely to qualified investors defined in point (e) of article 2 of the Prospectus Regulation and pursuant to articles

1. 411-1and L. 411-2-II of the French monetary and financial code (Code monétaire et financier). There has been no public offering in any country (including France) in connection with the Bonds other than to qualified investors. This press release does not constitute a recommendation concerning the offer of the Bonds. The value of the Bonds and the shares of Edenred can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Bonds for them.

• Prohibition of sales to European Economic Area retail investors

No action has been undertaken or will be undertaken to make available any Bonds to any retail investor in the European Economic Area. For the purposes of this press release:

1. The expression "retail investor" means a person who is at least one of the following:
2. 1. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or
   2. a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) or MiFID II; or

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