Shareholders' Meeting

M A Y 1 6 , 2 0 2 4

Agenda

2023 highlights & portfolio performance

by Laurent Mignon, Group CEO

2024 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 Gervais Pellissier, Vice Chairman of the Supervisory Board and Lead Independent Member

Resolutions

by Caroline Bertin-Delacour,General Counsel

Statutory auditors reports

Questions from shareholders

Vote on resolutions

Shareholder's Meeting | 0 5 . 1 6 . 2 0 2 4

2

2023 highlights & portfolio performance

L a u r e n t M i g n o n , G r o u p C E O

2023 kick starts Wendel's transformation journey

Principal

Investments

Assets turnover & Good Operational Performance

Acquisition of Scalian

Sale of Constantia Flexibles

4 direct investments

by Wendel Growth

Stahl: Acquisition of ISG & €85m dividend to Wendel

+6.4% organic growth in

consolidated entities

Deploying capital to generate more growth

Asset

Management

Building an Asset

Management platform

in private assets

Acquisition(1) of IK Partners

The most active GP in the

European mid-market

2027 FRE target : €150m

Return to

Shareholders

Higher dividend policy

2023 dividend:

€4.0 per share, up 25%

Dividend payout increased to 2.5% of NAV from 2024 onwards and heading to 3.5% mid-term

+

Opportunistic share buyback

(1) Closing realized in on May 14, 2024

Shareholder's Meeting | 0 5 . 1 6 . 2 0 2 4

4

2023 financial higlights: strong financial flexibility

Strong performance of

portfolio companies

Consolidated sales of €7.1bn, up +5.7% overall, including +6.4% organically

Strong margins across the board

Total Contribution from subsidiaries up +4.7%

Significant

financial flexibility

Ample liquidity: €2.2 billion(1)

Significant headroom: 9.6% LTV(2)

Low leverage across portfolio companies overall, with adequate maturities

2023 NAV impacted

by listed assets

NAV €160.2, down 2.7%(3) YoY, including dividend

Good performance of unlisted assets, with more than 10% growth in value(4)

Listed assets share prices fell in 2023

Price

BVI

IHS

Tarkett

change

FY2023

-7.1%

-25.2%

-19.0%

2024 YTD(5)

+20.4%

-27.3%

-2.4%

% in GAV(6)

35%

2.5%

0.4%

  1. Total liquidity of €2.2 billion as of December 31, 2023, including €1,286 million of cash and a €875 million committed credit facility (fully undrawn). Figure before the €1.1 billion proceeds from the sale of Constantia Flexibles.
  2. Proforma of Constantia flexibles disposal, investment in IK Partners, sponsor money commitments and the remainder of the share buyback program, LTV would stand at 9.6%.

(3 )Adjusted for the €3.2 dividend per share paid in 2023 NAV is down 2.7%. In reported figures NAV is down 4.6%.

  1. At constant December 2022 scope
  2. As of May 14, 2024
  3. As of December 31, 2023

Shareholder's Meeting | 0 5 . 1 6 . 2 0 2 4

5

Net Asset Value per share bridge in 2023

-2.7%

In euro per share 167.9

+8.8

+3.2

163.4

160.2

-2.8

-10.5-3.2

Share prices(1):

BVI: -7.1%

IHS: -25.2%

Tarkett: -19.0%

31/12/2022

Listed

assets

Unlisted

assets

Other

Dividend

paid

as

of

NAV

(1) Share prices changes in 2023

Shareholder's Meeting | 0 5 . 1 6 . 2 0 2 4

NAV as of 31/12/2023

paid

reintegrated

Dividend

Pro forma

NAV as of 31/12/2023

6

Return to shareholders: higher dividend policy is starting now

Proposing a €4.00 per share dividend, up +25%

Representing a yield of 4.4%(1) on Share Price and 2.5% of NAV

c. 475,000 Wendel shares already repurchased(2) for €39.5 million

+8% CAGR

€4.00 2023 dividend to be proposed today

€3.20

€1.75 €1.85

€1.25 €1.30

€2.00

€2.65

€2.35

€2.15

€2.80 €2.80 €2.90

€3.00

Div/ANR

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

1.3%

1.7%

1.5%

1.4%

1.6%

1.6%

1.5%

1.5%

1.9%

1.7%

1.8%

yield

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 €90.80 as of February 23, 2024
  2. As of April 24, 2024 and since the beginning of the programme on October 27, 2023.

Shareholder's Meeting | 0 5 . 1 6 . 2 0 2 4

2021 2022 2023

1.6% 1.9% 2.5%

7

2023 performance of Group's companies

Minority holdings

Sales

Δ

Organic

EBITDA, Op. profit

Margin

growth

for BVI (1)

Bureau Veritas

€5,868m

+3.8 %

+8.5%

€930m

15.9%

ACAMS

$103m

+4.5%

n.a

$25m

23.9%

Crisis Prevention

$138m

+15.2%

+15.6%

$69m

49.6%

Institute

Scalian

€541m

+15.7%

n.a

€66m

12.2%

Stahl

€914m

- 0.2%

- 8.3%

€204m

22.3%

Tarkett

€3,363m

+0.1%

+4.5%

€288m

8.6%

IHS Towers

$2,126m

+8.4%

+36.9%

$1,133m

53.3%

  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.

Shareholder's Meeting | 0 5 . 1 6 . 2 0 2 4

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Leverage - Net debt at low level and strong resilience of LTV

Low LTV

52.0%

47.5%

36.7%

32.6% 31.9% 34.4%

22.9%

12.2% 6.1%

6.0%

6.2%

10.3%

5.8%

9.6% (1)

2010 2011 2012 2013

€ bn

4.5

4.1

3.3 3.2

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

Net debt kept low

3.4

2.8

2.2

1.1

0.4 0.5 0.5

2014

2015

2016

2017

2018

2019

2020

2021 2022 2023

  1. Proforma of the disposal of Constantia, acquisition of IK Partners, sponsor money commitments and the remainder of the share buyback program, LTV would stand at 9.6%.

1.0 0.4 1.1

2021 2022 2023

Shareholder's Meeting | 0 5 . 1 6 . 2 0 2 4

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2023 is the beginning of Wendel's transformation journey

March 17:

Announcement of New

Strategic Orientations

March 22: Wendel announces the successful issue of €750m of bonds exchangeable into ordinary shares of Bureau Veritas due 2026

June 22 : Laurent Mignon becomes Chairman of Bureau Veritas

July 31: Sale of Constantia Flexibles (c. €1.1bn of proceeds, above NAV valuation)

October 17: IK Partners acquisition announcement. First tranche : 51% for €383M

January

February

March

April

May

June

July

August

September

October

November December

Avril 2024: Sale of ~9 % of

Bureau Veritas' share capital

June 28 :

Wendel's statement on IHS Governance

April 27: Scalian's acquisition announcement

July 27: Scalian's acquisition closing, c.82% of the capital for €557M

December 12: Wendel's Investor day -Strategicupdate on Asset Management and Permanent Capital -Increasedreturn to shareholders policy

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Wendel SE published this content on 16 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 May 2024 12:43:07 UTC.