Fiscal 2024 

Annual Report

This copy of the annual financial reporting of Pluxee N.V. for the year ended August 31, 2024 is not presented in the ESEF-format as specified in the Regulatory Technical Standards on ESEF (Delegated Regulation (EU) 2019/815). The ESEF single reporting package is available at: https://www.afm.nl/en/sector/registers.

Message from the Executive Chair

Didier Michaud-Daniel

Executive Chair of the Board of Directors

“Pluxee has immense scope for growth. The ever-evolving employee engagement market has tremendous potential.”

An extraordinary transformation

Publishing our first annual report brings a sense of accomplishment. It marks the beginning of a new endeavor — a moment made possible by the people who laid the groundwork for Pluxee’s remarkable transformation. I especially want to thank our 5,400+ employees around the world, who have worked tirelessly to make this ambitious spin-off project a success. Every single one of them has met this challenge with enthusiasm, rallying around the shared goal of strengthening our position as a global leader in Employee Benefits and Engagement.

It has been an honor for me personally to join Pluxee as Executive Chair of the Board of Directors. My goal was to create a Board comprised of members whose experience spans technology start-ups and major publicly listed companies, individuals with strong expertise in digital technology, data management, cybersecurity, payment, human resources and other areas. I am grateful to all our Board members who bring their enthusiasm to Pluxee because they see its potential. And lastly, I want to recognize what a vote of confidence—and source of stability—it is to have the support of Bellon S.A. for this new chapter at Pluxee. Together, we will oversee the Group as it executes its strategy.

A dynamic, ever-evolving world of work

Pluxee has immense scope for growth. Attracting, retaining, and engaging employees is a significant challenge for companies of every size, in every geography, and in every sector. The ever-evolving employee engagement market has tremendous potential.

Meal and Food benefits are where Pluxee got its start, and we’ve remained at the forefront of changing workplace practices for years. Today, through the broad range of our offering, we want to be our clients’ partner for happy, healthy employees both at work and in their every day lives.

To navigate the next phase, Pluxee aims to drive profitable growth by reinforcing our leadership in Meal and Food benefits and augmenting our offer of Employee Benefit and Engagement solutions in targeted markets.

A successful start as a standalone company

In Fiscal 2024 Pluxee went from success to success, starting with a flawless spin-off and listing on Euronext Paris on February 1. The Group has performed remarkably well, delivering Organic revenue growth of +18.6% up to 1.2 billion euros, and Recurring EBITDA of 430 million euros.

These excellent results demonstrate the soundness of our position as a pure player in Employee Benefits and Engagement. We have proven that we are up to the challenge and are in a strong position to accomplish our goals, continuing to create value for all of Pluxee’s stakeholders. I am delighted to support Pluxee as it delivers on its ambition over the coming year, bringing to life an enriching experience for employees.

Pluxee’s outperformance in Fiscal 2024 proves the success of our growth strategy

Aurélien Sonet

Chief Executive Officer

It has been an exceptional year in every respect. We pulled off a challenging transformation of Pluxee and positioned it at the forefront of the Employee Benefit and Engagement market. We introduced our new brand, which embodies our positioning as a pure player in Employee Benefits and Engagement. We adopted an ambitious strategic plan, finalized our spin-off, successfully listed on the Euronext Paris stock market, and concluded our first M&A deal with the acquisition of Cobee in Spain. These achievements are driven by each of our employees around the world, and I want to highlight their efforts and thank them for all their hard work.

“We all share a common goal: delivering value to our clients, their employees, and our merchant partners, and ensuring their satisfaction.”

I have three key takeaways from this period:

With these solid foundations, we’re well positioned and more determined than ever to begin the next chapter in Pluxee’s history.

Pluxee has outperformed all the financial objectives it set for Fiscal 2024. Strong +18.6% Organic revenue growth, driving a significant increase in profitability, with Recurring EBITDA margin of 35.6% up +105 bps compared to Fiscal 2023, at current rates.

These results are partly due to very strong business momentum, with double-digit growth in business volume issued (BVI) in Employee Benefits. This solid performance reflects our ability to identify our clients’ needs and offer them new solutions that help improve the daily lives of their employees.

“Pluxee has reinvented itself to better address evolving expectations at work and beyond.”

One of our many achievements is the multi-year agreement we’ve signed with Romania’s Ministry of Education, which is rewarding over 300,000 teachers with an attractive benefits program.

In France, we’re proud to have provided the Pluxee Restaurant Card to the security forces deployed for the Paris 2024 Olympic and Paralympic Games.

In Fiscal 2024, we also ramped up our growth in Brazil—one of our key markets—by completing our strategic partnership with Santander. Pluxee can now leverage this global bank’s 4,000 sales managers—2,500 of whom specialize in small and medium-sized enterprises (SMEs)—and access over 1.4 million Santander clients across Brazil.

These results demonstrate our commitment to executing our strategic plan. Everyone is on board, from the Executive Committee to our teams around the world, and we’re on track to meet our Fiscal 2026 objectives.

Our global operations in 29 countries offer us a nuanced understanding of the trends shaping the world of work, along with the ability to act on them. The Covid crisis disrupted people’s relationship with their work in a fundamental way. Employees now expect their employers to do even more to protect and increase their purchasing power and improve their well-being. Our solutions help companies meet these expectations and are a valuable asset for them. All companies face the same challenge—attracting and retaining employees.

All of which gives us a great opportunity to gain a larger share of a market already worth more than 1,000 billion euros.

Our strategy is based on two complementary pillars: First, we are strengthening our leadership in Meal and Food benefits. There remains significant untapped potential in this market, where only 10% of SMEs offer employee benefit packages. This is a key strategic priority for Pluxee: we aim to have new SME client accounts for more than 30% of our new business volume growth by the end of Fiscal 2026.

Second, we’re adding new benefits to our offer to meet the changing needs of employees. Our multi-benefit range, covering meals, food, gifts, and mental and physical well-being, is currently available in 16 countries and will expand to more than 20 by Fiscal 2026.

This strategy is supported by ongoing investments in our products, technology, data, and digital marketing. We are rapidly advancing in the use of artificial intelligence to provide more customized services and more efficient processes.

Originally, we catered to the desire of companies to offer their employees a nourishing meal and pleasant lunch break. Since then, lunch breaks have become a must in many countries around the world, and employees expect more than just meal vouchers.

Pluxee has reinvented itself to better address evolving expectations at work and beyond. We leverage our 45+ years of experience along with the agility and energy injected by the spin-off, and our new positioning as a pure player in Employee Benefits and Engagement. We operate in 29 countries, are market leaders in at least one vertical in 17 of them, and continuously enrich our extensive range of employee benefits, with 250 products and services.

With our laser focus on Employee Benefits and Engagement, we now also have more clout. We all share a common goal: delivering value to our clients, their employees and our merchant partners, and ensuring their satisfaction. They are all part of an interconnected ecosystem—with Pluxee as its driving force—that represents a business volume of 24 billion euros.

This ecosystem provides fertile ground for long-term profitable growth.

The essence of our business is to help everyone enjoy more of what really matters in their lives. This human dimension is paramount. That’s the spirit that drives Pluxee. Each one of us is motivated by the desire to enhance the employee experience.

To help shape Pluxee’s motivating culture, and define how we work together, we’ve created Life@Pluxee. With input from 1,200 employees, we’ve defined four core principles. Our aim is to:

But we won’t stop there. We’re using cutting edge technology from our partner, The Happiness Index, to measure our employees’ well-being and enthusiasm so we can closely follow their experience. That also means we’ll be able to adapt our HR policies and management style to better meet their needs.

At Pluxee, we believe progress comes from people working together. Today, we are a trusted partner for our clients, our affiliated merchants, and the people who use our services. These relationships are built on our commitment to making a positive impact on society and protecting the environment.

Every year, we support local economic development by generating 6.2 billion euros in business volume for SME merchants. We plan to increase it to 8 billion euros by Fiscal 2026. As a digital company, we also back numerous projects designed to help women enter digital professions, such as “Women in Tech”. Our Social Hub program in Brazil is enabling women running SMEs to develop the digital and management skills they need to grow their businesses.

And we are the first company in our sector to have adopted a Net-Zero trajectory to cut our carbon footprint by 2035. We’re working on every aspect of our operations and value chain to curb emissions.

“The human dimension is paramount. Each one of us is driven by the desire to enhance the employee experience.”

To start, we have optimized space use and electricity consumption and have transitioned to renewable electricity sources across our locations. And, when it comes to clients, we are developing and prioritizing virtual solutions, and increasing the use of alternative materials with a lower carbon footprint.

Pluxee delivered a solid performance in Fiscal 2024, and I’m excited about what the future holds for us. We have a clear goal: to support them as they navigate changes in the working world. We do this by meeting employee expectations on how to improve their purchasing power and well-being, and by making sure our clients, partners and consumers have what they need to make more responsible choices every day.

A first chapter rich in milestones

In a record time of nine months, Pluxee accomplished a successful spin-off while delivering a historically-high financial performance.

Pluxee, more of what matters to you

We’re all about making more of life and adding that extra bit of joy that brightens our days.

We shape the world of employee benefits and engagement by bringing to life a personalized and sustainable employee experience at work and beyond.

For over four decades, we have been contributing to making work not just a place to be, but a place to belong.

Driven by people and enabled by technology, we act as the beating heart of a rich ecosystem of stakeholders.

We are a trusted partner to private and public companies, committed to nurturing vibrant workplaces that attract, grow and retain talent.

We are a smart companion to employees – our clients’ and our own. We continuously evolve our digital and personalized solutions to transcend well-being, helping to build meaningful connections and communities.

We are a reliable ally to local businesses, working hand-in-hand to support their success and better serve their consumers.

Moving forward, our goal is to strengthen our positive impact on the communities of which we are a part. Whether it’s through our own continuous efforts or those of our partners, we are cultivating solidarity, diversity, inclusion and sustainability, in the pursuit of progress for all.

Pluxee delivers more than just benefits; it’s about paving the path toward a more joyful and meaningful life.

At the center of a highly interconnected B2B2C ecosystem

At Pluxee, we focus on delivering value to each of our stakeholders. We are constantly evolving our range of solutions to meet the changing needs of our entire ecosystem.

Pluxee in the world

Total Revenues - Geographic distribution

Fiscal 2024

Source: Group information for Fiscal 2024 Total Revenues in million euros and percentage of Total Revenues.

Driving sustainable and profitable growth

Financial performance

Fiscal 2024 key figures

Pluxee’s results as a standalone listed company underscore the progress made toward delivering the Group’s strategic growth plan and financial objectives. Strong business momentum continued in Fiscal 2024, with top-line growth outperforming expectations, and strong improvement in Recurring EBITDA margin.

Source: Group information as of Fiscal 2024. For more information, see section 3 Business Performance.

Progress on our sustainability commitments

At Pluxee, sustainability priorities are embedded in our Strategic Growth plan. As a trusted partner to our stakeholders, we are committed to having a positive impact by driving business in local communities, supporting employee well-being at work, and preserving the planet. Together, we are building a world where sustainability and innovation go hand-in-hand, enabling people to live more joyful and meaningful lives.

Our commitments to Fiscal 2026

“Pluxee places sustainability at the heart of its strategy. We believe in human progress and we work every day, along with our stakeholders, toward our vision of a sustainable world.”

Aurélien Sonet

Chief Executive Officer

The Pluxee Group is an Employee Benefit and Engagement solutions pure player with significant Public Benefit activities.

The Group is the second largest provider worldwide of Employee Benefit and Engagement solutions, and the largest player in 17 countries in at least one benefit category locally, according to available public and market sources.

As of August  31,  2024, Pluxee delivers over 250 programs to clients in 29¹ countries. The Group sells a comprehensive suite of benefits to more than half a million clients across the globe, comprised of public and private companies spanning all sizes and industries, as well as public institutions.

The employee benefits provided by the Group help clients augment their employees’ compensation package in ways that are particularly engaging for employees and efficient for clients. Operating in a B2B2C model, Pluxee reaches 37 million+ consumers through its client base. These consumers have access to Pluxee’s proprietary merchant network comprised of 1.7 million+ partners and 600 delivery and e-commerce platforms (as of August 31, 2024).

Reflecting Pluxee’s mission to “bring to life a personalized and sustainable employee experience at work and beyond”, the Group provides a wide range of benefits through its rich network of merchant partners who offer meal, food, gift, mental and physical well-being services, mobility services, culture, and many other lifestyle benefits.

Pluxee thus contributes to increased purchasing power, healthy lifestyles, work-life balance, and eco-responsibility, reflecting the diverse needs of companies and their employees. The Group also provides reward and recognition programs to encourage behaviors in line with company goals and to recognize performance. All these solutions act as powerful levers to help clients attract, grow, and retain talent.

Driven by people and enabled by technology, Pluxee has developed an advanced and rapidly evolving digital ecosystem integrating three groups of stakeholders: clients, consumers, and merchants. This highly interconnected ecosystem is at the heart of Pluxee’s B2B2C business model.

This ecosystem provides a compelling consumer experience, seamlessly supporting daily, recurrent benefit usage such as meal, food and mobility benefits or more occasional interactions (mental and physical well-being, leisure, etc.). Consumers use pre-paid benefit cards, often fully virtualized, to make purchases at affiliated merchants’ points of sale, both physical and online. With 92% of its total business volume issued (BVI) digitalized on average over Fiscal 2024, Pluxee manages more than 4.8 million transactions daily.

Pluxee also provides digital interfaces and solutions to its clients to optimize their experience at each stage of their journey. These tech-enabled tools provide a smooth experience when onboarding new clients, interacting with existing ones, or assisting them when they consider purchasing new benefits. The Group has developed optimized client journeys for small and medium enterprises to facilitate their access to benefit products. Its digital solutions also enable merchants to go fully digital from affiliation to virtual payment and reimbursement tracking.

Pluxee is a reliable ally to local businesses, generating positive returns for merchants who benefit from access to recurring purchases from consumers, digital interfaces for their daily operations, and value-added services, all of which positively impact their top-line and efficiency.

Additionally, Pluxee leverages its know-how to help local authorities and public institutions reach people in need, facilitating the distribution of social benefits. The Group’s services help public authorities promote the welfare of vulnerable citizens by providing access to food, transport, and other social aid services. The Group also provides efficient means for public authorities to channel specific purpose funds to different groups of citizens to encourage specific spending behaviors (eco-responsible, buying local, etc.). Pluxee thereby enhances the effective distribution of public programs, leading to positive outcomes for a broad range of stakeholders.

The Group’s business model is based on corporate clients, who load funds representing the amount of benefits that their employees will spend, onto a Pluxee account. Funds from this account are paid out to merchants progressively as employees use their benefits in the merchant network. This pre-paid B2B2C model provides revenue sources from clients, merchants, and Float investment. It leads to a platform that initially requires volumes sufficient to amortize fixed costs, and eventually becomes scalable with growth (for more on Pluxee’s cash-generative business model, see section 1.3).

The Employee Benefit and Engagement market presents a very attractive growth opportunity, fueled by three powerful structural elements:

These macroeconomic expectations and global trends lead to an estimated annual growth rate for the Meal and Food Benefit direct captured market in a range of 7 to 9% for Fiscal 2024 to Fiscal 2026.

Specific dynamics within job markets in Pluxee’s countries, and evolving consumer trends also underscore the growth case for the services Pluxee offers:

Pluxee operates in an attractive and vastly underpenetrated global market.

Employee Benefit & Engagement Addressable Market

The size of the global addressable Employee Benefit & Engagement market in Fiscal 2024 was estimated to be more than 1,000  billion euros in business volume. This estimate takes into account the aggregate potential business volume of all companies that are eligible to grant employee benefits (regardless of whether or not they actually offer such benefits to their employees), calculated on the basis of:

The markets for both employee benefits and engagement are estimated to be largely underpenetrated and to be growing dynamically and continuously.

Notably in Meal and Food, accounting for 20 to 30% of the total Employee Benefit & Engagement business, the market is estimated to grow on a 7 to 9% CAGR over Fiscal 2024 to Fiscal 2026, with a penetration rate that stands at approximately 25% of the total addressable market. Within Meal and Food, the small and medium-sized enterprise segment has a significantly lower penetration rate than larger companies, and provides a particularly compelling growth opportunity.

Pluxee operates at the heart of an ecosystem that encompasses three large groups of stakeholders:

Pluxee is at the heart of a highly connected B2B2C ecosystem

Pluxee operates a prepaid business, collecting cash from clients when they order the Group’s solutions, and then loading the cards and digital wallets of the clients’ employees, the end-consumers. The amount loaded onto cards and digital devices corresponds to the Group’s business volume issued (BVI). The end-users, or consumers, then spend their benefits within the merchant network. Finally, the Group reimburses the merchants (business volume reimbursed, or BVR). This model generates three main sources of revenue:

The Float is made up of the cash collected from clients before employee benefits are issued. It remains on Pluxee’s balance sheet until these funds are reimbursed to the merchants where the end-consumers disbursed their benefits. At August 31, 2024, the Float stood at 2.8 billion euros.

Pluxee thus operates a highly scalable B2B2C business model: in which more business volume leads to revenue growth, which in turn positively impacts Pluxee’s profitability.

Pluxee’s B2B2C ecosystem is the foundation of its cash-generative and highly scalable business model.

A highly cash generative and scalable business model

Pluxee offers a value proposition that fits the needs and requirements of each stakeholder in its B2B2C ecosystem.

A value proposition for each stakeholder in Pluxee’s B2B2C ecosystem

Pluxee is delivering on the roadmap it published in January 2024 at its Capital Markets Day. The Group’s strategic plan aims to drive ongoing profitable growth by combining global scale and deep local roots to further address a large underpenetrated market with high growth potential. Pluxee’s competitive advantages enable the Group to accelerate the expansion of its Employee Benefit and Engagement products and solutions.

A Clear Strategy to Drive Profitable Growth

To consolidate and amplify its strong market position and to continue to drive profitable growth, Pluxee builds the expansion of its business on two key strategic pillars:

Pluxee leverages its foundational enablers — digital and engaged talent, best-in-class and scalable tech & data, and targeted and disciplined M&A — to continue to drive growth, market share, and profit.

In pursuing Pluxee’s strategy, sustainability is integrated into everything the Group does. Pluxee acts as a trusted partner to its customers and merchant networks, empowers individuals, uplifts local communities, and works to minimize its carbon footprint.

This section of the Annual Report describes relevant elements of Pluxee’s corporate governance practices and provides the information required by the Dutch governmental Decree on Corporate Governance (Besluit inhoud bestuursverslag). This section also includes an explanation of how Pluxee applies the principles and best practices of the Dutch Corporate Governance Code (the “Code”), and the Dutch governmental Decree on article 10 of the Takeover Directive 2004/25 (Besluit artikel 10 overnamerichtlijn). The Code, which was updated on December 20, 2022, is publicly available on the website of the Dutch corporate governance code monitoring committee at www.mccg.nl.

Pluxee N.V. is a public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands (in particular volume 2 of the Dutch civil code), the Code (on a comply or explain basis) and by its articles of association (the “Articles of Association”). The corporate seat of the Company is in Amsterdam, the Netherlands. Since its incorporation the Company has, and intends to continue to have, its place of effective management and sole registered location in France, moved during Fiscal 2024 at the Company’s address, 16 rue du Passeur de Boulogne, 92130 Issy-les-Moulineaux, France. The Articles of Association are publicly available on Pluxee N.V.’s website at www.pluxeegroup.com/board-of-directors.

Pluxee N.V. is subject to various legal provisions of the Dutch financial supervision act (Wet op het financieel toezicht) and of the Dutch financial reporting supervision act (Wet toezicht financiële verslaggeving). In addition, given that its shares trade on the regulated market of Euronext Paris, Pluxee N.V. is also subject to certain French laws and regulations.

2.1.1.1 Governance structure

In accordance with its Articles of Association, Pluxee has a one-tier Board of Directors consisting of one Executive Director and nine Non-Executive Directors. The Board of Directors appointed the Executive Director as Executive Chair, as well as a Lead Director from among the independent Non-Executive Directors who serves as the chairperson (voorzitter) of the Board under Dutch law and within the meaning of the Code. The Board did not designate any vice chair. The Company adopted this governance structure on January 31, 2024 in the context of the Spin-off. Prior to that date the Company had a sole managing director.

In accordance with the Board Rules, the Executive Chair has the following role:

The Lead Director, in regular consultation with the Executive Chair, shall notably ensure that:

2.1.1.2 Powers, responsibilities and functioning

The Board is entrusted with the management of the Company subject to the restrictions contained in the Articles of Association and the law. This includes setting the Company’s policy and strategy. The Board may allocate its duties among the Directors by means of the Board Rules or otherwise in writing, with due observance of any limitations provided for by law or in the Articles of Association. The Board may determine in writing, in or pursuant to the Board Rules or otherwise pursuant to resolutions adopted by the Board, that one or more Directors can validly pass resolutions in respect of matters which fall under his/their duties. In performing their duties, Directors shall be guided by the interests of the Company and of the business connected with it.

The Executive Director, i.e., the Executive Chair, shall be entrusted primarily with the Company’s day-to-day operations and the Non-Executive Directors shall be entrusted primarily with the supervision of the performance of the duties of the Directors as specified in the Articles of Association and the Board Rules. The Non-Executive Directors also perform any duties allocated to them under, or pursuant to, the law and the Articles of Association.

The power to represent the Company vests in the Board of Directors and in the Executive Chair individually. The Board vested the salaried Chief Executive Officer, Aurélien Sonet, with representation powers pursuant to a power of attorney included in the Board Rules. The Chief Executive Officer is supervised by the Executive Chair, who in turn has limitations of authorities from the Board of Directors. These limitations and authorities are reflected in the Board Rules (see section 2.1.1.3).

2.1.1.3 Board Rules

Pursuant to the Articles of Association, the Board has established Board Rules concerning its organization, decision-making and other internal matters, with due observance of the Articles of Association. In performing their duties, the directors act in compliance with the Board Rules. The Board Rules are available on the Company’s website (www.pluxeegroup.com).

2.1.1.4 Composition, appointment and removal

This section deals with the rules included in the Articles of Association and the Board Rules which support and apply to the above-mentioned governance structure of the Company.

The Articles of Association provide that the Board consists of one or more Executive Directors and one or more Non-Executive Directors. The Board shall be composed of individuals. The Board shall determine the number of Executive and Non-Executive Directors. Pursuant to the Board Rules, the Board shall be composed of at least eight Directors, consisting of one or two Executive Directors and, for the remainder, of Non-Executive Directors.

The Board may designate as Chief Executive Officer an Executive Director or any other employee or officer of the Company or Group Companies. The Board may also designate an Executive Director as Executive Chair. The Board shall further designate a Non-Executive Director as the Chair of the Board (voorzitter) for purposes of Dutch law. Such Non-Executive Director will carry the title “Chair”. However, if, and for as long as an Executive Chair is elected, the Chair of the Board (voorzitter) for purposes of Dutch law will carry the title of “Lead Director” instead of the title “Chair”. Certain duties and powers of the Chief Executive Officer, the Executive Chair and the Chair or Lead Director, as applicable, are set out in the Articles of Association and the Board Rules. If and for as long as (i) a Chief Executive Officer has been elected who is not an Executive Director and (ii) an Executive Chair has been elected, the Board’s tasks and responsibilities, as well as its decision-making authority, in respect of the matters that are delegated to the Chief Executive Officer pursuant to the Board Rules are instead delegated to, and shall be resolved upon by, the Executive Chair. The Executive Chair shall then authorize the Chief Executive Officer to implement and effect such matters under the supervision of the Executive Chair and ensure that the appropriate checks and balances are put in place to ensure appropriate oversight over the Chief Executive Officer’s exercise of its authorities set out in the Board Rules. The Board may designate one or more other Non-Executive Directors, other than the Chair or Lead Director, as applicable, as Vice-Chair.

The General Meeting shall appoint the Directors and may at any time suspend or dismiss any Director. Upon the appointment of a person as a Director, the General Meeting shall determine whether that person is appointed as Executive Director or as Non-Executive Director. In addition, the Board may at any time suspend an Executive Director. A resolution of the General Meeting to suspend or dismiss a Director can be passed by simple majority of votes cast representing more than one third of the issued share capital. A second meeting as referred to in article 2:120(3) BW cannot be convened. If a Director is suspended and the General Meeting does not resolve to dismiss him or her within three months from the date of such suspension, the suspension shall lapse.

2.1.1.5 Term of appointment

Pursuant to the Board Rules, a person may be appointed as Executive Director or Non-Executive Director for a term up to the end of the annual General Meeting held in the fourth calendar year after the year of appointment, without limitation on the number of consecutive terms which an Executive Director or Non-Executive Director may serve. The Board drew up a rotation schedule for the Non-Executive Directors which may evolve over time, to achieve a staggered end to terms of office.

2.1.1.6 Board meetings and decisions

Resolutions of the Board shall be passed by a simple majority of votes cast, unless the Board Rules provide otherwise. Each Director entitled to vote may cast one vote in the decision-making of the Board. Where there is a tie in any vote of the Board, the Executive Chair has a casting vote, except for certain resolutions in which the Executive Chair shall not take part as set forth in the Board Rules (§6.15 referring to article 19.6 of the Articles of Association): the determination of the compensation of Executive Directors; and the instruction of an auditor to audit the annual accounts if the General Meeting has not granted such instruction. Otherwise, the relevant resolution shall be rejected.

Under the current set up, the Board shall meet as often as the Lead Director or the Executive Chair or any group of three directors jointly deem(s) necessary or appropriate and at least quarterly. A Board meeting may be convened by, or at the request of, the Lead Director, the Executive Chair or a group of three directors jointly by means of a written notice sent to all directors.

The Board’s meetings may take place virtually or at a physical location, and they are normally held at the Company’s offices in France, or another location in France, with the Executive Directors, the Chair or the Lead Director (as applicable), and a majority of directors physically attending. Meetings may only incidentally take place virtually. In compliance with the above principles, the form and location of the meetings will be determined by the Director convening the meeting as desirable given the circumstances.

Subject to the previous paragraph, Directors entitled to vote shall be given the opportunity to attend the meeting of the Board by telephone, videoconference or electronic communication, provided that (i) all participants can hear each other simultaneously, and (ii) Directors are not physically located in the Netherlands during such meeting unless exceptional circumstances require this. The Lead Director or the Executive Chair determines whether exceptional circumstances apply. Directors attending the meeting by telephone, videoconference or electronic communication are considered present at the meeting.

A Director can be represented by another Director entitled to vote holding a written proxy for the purpose of the deliberations and the decision-making of the Board.

The approval of the General Meeting is required for resolutions of the Board concerning a material change to the identity or the character of the Company or the business, including in any event:

provided that the absence of approval of the General Meeting shall not affect the powers of representation of the Board or of the Directors.

Pursuant to the Articles of Association and the Board Rules, resolutions of the Board may, instead of at a meeting, be passed in writing, provided that all directors are familiar with the resolution to be passed and none of them, insofar as entitled to vote, objects to this decision-making process.

2.1.1.7 Directors’ training

The Nomination and Remuneration Committee oversees the induction and training programs and provides advice on the annual training provided to Directors. This program covers strategy, governance and legal affairs, financial, social and sustainability reporting by the Company, specific aspects that are unique to the Company and its business, the Company’s culture and the responsibilities of Directors.

In Fiscal 2024, the Board received and completed training on the following topics:

In addition, each Non-Executive Director will be, as part of the Board annual evaluation, able to identify the aspects on which he or she requires training or education.

The Non-Executive Directors also discussed and received regular updates during Board meetings on commercial developments and the competitive landscape, notably with commercial and financial related KPIs.

2.1.1.8 Directors’ share ownership

On July 3, 2024 the Board of Directors adopted “Share ownership guidelines for members of the Board of Directors” whose purpose is to align the directors’ interests with the long-term interests of the shareholders of Pluxee: each member of the Board is expected to buy and own at least 500 ordinary shares by the end of his/her first year on the Board, and to hold them from that date until the end of the term of his/her office with Pluxee. Each Director shall comply with all legal trading obligations/prohibitions laid down in the “Insider Trading Prevention Policy” as approved by the Board.

In accordance with the Code, the Company’s Board adopted a diversity, equity and inclusion policy made available on Pluxee’s website (the “DE&I Policy”). The DE&I Policy set specific, appropriate and ambitious targets in order to achieve a satisfactory balance in gender diversity and the other diversity and inclusion aspects of relevance to the Company.

For more information on Pluxee’s DE&I Policy and its results, see section 5.3.2.

Pursuant to Dutch law and the Articles of Association, a Director shall not participate in the deliberations and decision-making of the Board on a matter in relation to which he or she has a direct or indirect personal interest which conflicts with the interests of the Company and of the business connected with it. If, as a result thereof, no resolution can be passed by the Board, the resolution may nevertheless be passed by the Board as if none of the Directors has a conflict of interests as described in the previous sentence. The previous sentence applies mutatis mutandis to the deliberations and decision-making of the Board in respect of related party transactions in which a Director is involved within the meaning of article 2:169(4) BW.

The Board Rules contain provisions on how to identify and address a conflict of interest of a Director, all in accordance with the Dutch civil code and the Code. A Director shall promptly report any actual or potential conflict of interests in a transaction that is of material significance to the Company and/or such Director to the other directors, providing all relevant information relating to such transaction, including the involvement of any Director’s spouse, registered partner or other life companion, foster child or any relative or in-law up to the second degree.

During Fiscal 2024, no transactions were entered into in which there were conflicts of interest with Directors that were of material significance to the Company, and best practice provisions 2.7.3 and 2.7.4 of the Code, which apply to the Company since its listing, have been complied with.

Ordinary Shares

The Ordinary Shares are ordinary shares in the issued and outstanding share capital of Pluxee with a nominal value of 0.01 euro each. In accordance with the Articles of Association, they rank pari passu with each other and holders of Ordinary Shares are entitled to dividends and other distributions declared and paid on them, if any. Each Ordinary Share carries dividend rights and entitles its holder to attend and to cast one vote at any General Meeting of the Company’s shareholders. There are no restrictions on voting rights attached to the Ordinary Shares.

Each holder of Ordinary Shares (a “Shareholder”) holding their Ordinary Shares in pure administrative form (nominatif pur) may at any time elect to participate in the loyalty voting structure by requesting that Pluxee register all or some of their Ordinary Shares in the loyalty register of Pluxee (the “Loyalty Share Register”). The registration of Ordinary Shares in the Loyalty Share Register blocks such shares from trading. If such number of Ordinary Shares has been registered in the Loyalty Share Register (and thus blocked from trading) for an uninterrupted period of four years in the name of the same Shareholder, such Shareholder becomes eligible to receive Special Voting Shares in the share capital of Pluxee with a nominal value of 0.01 euro each (“Special Voting Shares”) and the relevant Shareholder will be entitled to receive one Special Voting Share for each such Ordinary Share.

Pursuant to the loyalty voting structure foreseeing a grandfathering system described in the Prospectus, any holder for at least four years in their own name of fully paid-up Sodexo Shares in registered form was entitled to request within 20 trading days following the payment date, i.e. on February 5, 2024 that holding of the Ordinary Shares be deemed to have commenced on the first day of the period for which such Sodexo Grandfathering Ordinary Share was uninterruptedly held by such holder in their own name.

If, at any time, such Ordinary Shares are de-registered from the Loyalty Share Register for whatever reason, the relevant Shareholder will lose their entitlement to hold a corresponding number of Special Voting Shares. Shareholders holding Special Voting Shares are entitled to exercise one vote for each Ordinary Share held and one vote for each Special Voting Share held.

Upon issue of Ordinary Shares or grant of rights to subscribe for Ordinary Shares, each Shareholder shall have a pre-emptive right in proportion to the aggregate nominal amount of their Ordinary Shares. Shareholders do not have pre-emptive rights in respect of the Ordinary Shares issued: (i) to employees of the Company or of a Group Company, (ii) against contribution other than in cash, and (iii) to a person exercising a previously acquired right to subscribe for Ordinary Shares. Pre-emptive rights may be restricted or excluded by a resolution of the General Meeting or another corporate body authorized by the General Meeting for this purpose for a specified period not exceeding five years.

There are no restrictions on the transferability of the Ordinary Shares in the Articles of Association or under Dutch law. However, the transfer of Ordinary Shares to persons located or resident in, or who are citizens of, or who have a registered address in jurisdictions other than the Netherlands, however, may be subject to specific regulations or restrictions according to their securities laws.

Special Voting Shares

The Special Voting Shares are governed by the provisions included in the Articles of Association and the Loyalty Voting Plan. These documents govern the issuance, allocation, acquisition, sale, holding, repurchase and transfer of the Special Voting Shares and certain aspects of the transfer and the registration of the Ordinary Shares in the Loyalty Share Register. These documents provide in particular that:

Rights to reserve

After the adoption of the Company’s financial statements that show that such distribution is allowed, the profits shown in the Annual Accounts in respect of a financial year shall be appropriated as follows, and in the following order of priority: (i) the Board shall determine which part of the profits shall be added the Company’s reserves, (ii) out of the remaining profits, an amount equal to one percent (1%) of the aggregate nominal value of the issued and outstanding Special Voting Shares, determined at the end of the last day of the previous financial year, shall be added to the Company’s special dividend reserve, provided that such amount shall be reduced, but never below zero, by any amounts added to the special dividend reserve in respect of any interim distribution from profits of the same financial year, and (iii) subject to article 27 of the Articles of Association, the remaining profits shall be at the disposal of the general meeting of shareholders for distribution on the Ordinary Shares. The Board shall determine how a shortfall that is determined by the adoption of the Company’s financial statements shall be accounted for. A loss may be set off against the reserves to be maintained by law only to the extent permitted by applicable law. All reserves maintained by the Company shall be attached exclusively to the Ordinary Shares, except for the special dividend reserve and the special capital reserve maintained for the holders of Special Voting Shares pursuant to the Articles of Association. The special voting capital reserve shall be applied exclusively for facilitating an issue of Special Voting Shares. For this purpose, the Board may allocate any part of the balance of the Company’s share premium reserve to the special capital reserve and vice versa.

Dissolution or liquidation

If the Company is dissolved or liquidated, the Company’s assets shall be paid to secured creditors, preferential creditors (including tax and social securities authorities) and unsecured creditors, in that order. The balance of the assets of the Company remaining after all liabilities and the costs of liquidation have been paid shall be distributed to the Shareholders in the following order of priority and in accordance with the Articles of association: (i) the amount paid up on the Special Voting Shares shall be repaid on such Special Voting Shares and (ii) any remaining assets shall be distributed to the holders of Ordinary Shares.

This section represents the remuneration report and was prepared by the Nomination and Remuneration Committee. The remuneration report has been prepared with due observance of the requirements of Dutch law and the Code, and provides an overview of the implementation of the applicable remuneration policy for the Board of Directors in Fiscal 2024.

Pluxee’s current remuneration policy for the Board of Directors was adopted as disclosed in the Prospectus by the Company’s (pre-listing) shareholder on January 31, 2024 with immediate effect (the “Remuneration Policy”).

2.5.1.1   Remuneration Policy objectives

The Remuneration Policy’s objective is to establish a competitive remuneration and benefits framework that enables the Company to attract, retain, and motivate Directors who possess the essential leadership qualities, skills, and experience to drive exceptional business performance and promote the sustainable success of the Company.

The Remuneration Policy promotes the achievement of Pluxee’s strategic short and long-term performance objectives contributing to the achievement of Pluxee’s sustainable long-term value creation. Accordingly, the Remuneration Policy and its implementation serve Pluxee’s long-term interests and promote its sustainable success.

The Remuneration Policy establishes a fair, responsible, and transparent remuneration framework, consistent with Pluxee’s identity, mission, and corporate principles.

The Remuneration Policy establishes a remuneration framework that discourages Directors from acting in their personal interest or engaging in risk-taking that is inconsistent with Pluxee’s strategic objectives and corresponding risk appetite.

A summary of the main remuneration and benefit elements for the Executive Director and Non-Executive Directors as applicable as of January 31, 2024, is presented below for information purposes.

2.5.1.2   Non-Executive Director remuneration

The remuneration and benefits awarded to Non-Executive Directors are proportional to their role and responsibilities on the Board and its Committees, as well as the time devoted to their duties and responsibilities.

Non-Executive Directors will be awarded fixed cash, consisting of (i) an annual retainer fee, (ii) an additional annual retainer fee, in respect of the Chair or Lead Director’s (as applicable) additional responsibilities assumed on the Board, and (iii) additional annual fees for their responsibilities assumed as Committee member and/or Committee chairperson.

Annual retainer fees for Directors

Additional annual retainer fees for Committee members and Committee chairpersons

Non-Executive Directors will also be eligible to receive a separate fee for each Board and Committee meeting they attend. These fees are set at a level to provide appropriate compensation for the Non-Executive Director’s time devotion, without encouraging them to organize an excessive number of Board or Committee meetings:

Meeting attendance fees (in euros)

The Non-Executive Directors’ remuneration may be paid out in several installments. The Board determined that from Fiscal 2025 payments of the Non-Executive Directors’ remuneration would take place twice a year, in March and in September following a half of a fiscal year.

Other benefits

The Remuneration Policy provides for certain flexibility and usual other benefits in favor of Non-Executive Directors such as reimbursement of expenses and costs reasonably incurred in connection with the performance of their duties and responsibilities. Non-Executive Directors are not eligible for additional benefits such as retirement or pension plans or benefits related to a removal from office.

2.5.1.3   Executive Director remuneration

Currently, Didier Michaud-Daniel is the only Executive Director of Pluxee, and as such, he is the only Director who is subject to the remuneration framework for Executive Directors outlined in the Remuneration Policy.

In the context of the Spin-off, Didier Michaud-Daniel was appointed Executive Chair with effect from January 31, 2024. The Board of Directors on January 31, 2024 set the remuneration of the Executive Chair in accordance with the Remuneration Policy.

The Executive Chair has signed an employment contract with Bellon S.A., with an unspecified duration, under which he is currently assigned to the position of Executive Chair of Pluxee.

The remuneration of the Executive Chair falls within the limits of the Remuneration Policy applicable to Executive Directors, including severance payment under the circumstances specified in the Remuneration Policy.

The remuneration of the Executive Chair consists of:

As per the Remuneration Policy, Executive Directors may be eligible for long-term variable remuneration in the form of shares, rights to acquire shares, or share-based remuneration (LTI). Though, the current Executive Chair is not eligible for Pluxee share awards (long-term variable remuneration). The Executive Chair is eligible to receive customary fringe benefits as part of his overall remuneration and benefits package. These fringe benefits may include, but are not limited to, liability insurance, indemnification, collective health and benefit plans, retirement and pension plans, travel allowances, a company car, and other benefits that are considered appropriate taking into account benefits customary for executives in similar roles. The Executive Chair is not subject to any non-compete clause upon the end of his mandate.

In accordance with the service agreement described in the note 14.3 Related party transactions (in the Consolidated financial statements) and the Executive Chair secondment agreement, described in section 7.1.2.3 Relations with Bellon S.A., the Executive Chair’s remuneration (as well as related tax and social security costs) is re-invoiced to Pluxee up to the amount corresponding to the Executive Chair’s remuneration determined by Pluxee’s Board of Directors. This is in line with the Remuneration Policy, which provides for the possibility that the remuneration of an Executive Director is made payable via a third party. The Board of Directors shall approve the re-invoicing of this compensation on an annual basis.

In the context of the Spin-off, Mr. Aurélien Sonet was appointed Chief Executive Officer as an employee of Pluxee with effect from February 1, 2024. Consequently, the Executive Chair determines the Chief Executive Officer’s remuneration. The Board is informed of the decisions taken on the Chief Executive Officer’s remuneration.

The principles for the Chief Executive Officer’s remuneration are not part of the Remuneration Policy and thus are not subject to the approval of the shareholders, and there shall be no vote in respect of the Chief Executive Officer’s remuneration, whether on the principles or the way they have been implemented, at the annual General Meeting.

The total remuneration of Pluxee’s Chief Executive Officer is aligned with short-term and long-term key objectives reflecting Pluxee’s strategy.

The Chief Executive Officer’s remuneration consists of three main components:

The Chief Executive Officer is eligible for Pluxee’s long-term incentive awards pursuant to a Group policy aiming to offer competitive awards in view of the market environment. Both short-term and long-term incentives include demanding performance conditions, including ESG conditions, to reflect Pluxee’s strategy.

In Fiscal 2025, short-term incentives to be included in the Chief Executive Officer’s variable remuneration will encompass a free cash flow-related indicator.

Seventy-four percent (74%) of the total remuneration (on-target) of the Chief Executive Officer is based on performance in alignment with Pluxee’s compensation strategy:

Chief Executive Officer Fiscal 2024 remuneration components (on-target)

Further to the grants under several performance share-based plans in February 2024 the outstanding 1,139,412 rights to performance shares represented 0.8% of Pluxee N.V.’s ordinary share capital as of August 31, 2024.

Pluxee has a clear performance-based compensation philosophy and grants performance shares to approximately 200 employees each year. The eligibility is based on managerial decisions to retain and reward senior leaders and key talent. For Fiscal 2024 onward, the performance conditions are shared by all beneficiaries including quantitative financial and non-financial objectives in line with the Group strategy.

The plans which are currently in place are summarized below:

• Fiscal 2024 long term incentive plan

The Fiscal 2024 plan performance period will end on August 31, 2026, with delivery date of March 1, 2027.

Fiscal 2024 Long term incentive KPIs:

• Fiscal 2023 and Fiscal 2022 long term incentive plans

Transitional plans were put in place to maintain past Sodexo long-term incentives for Pluxee employees – including the CEO – who left Sodexo on February 1, 2024 and no longer meet the Sodexo presence condition required by the plan up to the end of the vesting period.

Fiscal 2023 plan: performance period will end on August 31, 2025, with a delivery date March 2, 2026

Fiscal 2022 plan: performance period will end on August 31, 2024, with delivery date March 3, 2025 (and a subsequent holding period of one year up to March 3, 2026, applicable to beneficiaries working in France only).

In accordance with the Dutch Decree on article 10 of the Takeover Directive (Besluit artikel 10 overnamerichtlijn) (the “Takeover Decree”), the Company makes the following disclosures:

3.2.1.1 Total Revenues

Total Revenues by nature

Total Revenues stood at 1,210 million euros in Fiscal 2024, representing an Organic growth rate of +18.6%, well above the Group’s financial objectives communicated during the Capital Markets Day on January 10, 2024 (i.e. low double digit Organic revenue growth). Currency fluctuations led to a -3.9% impact, mainly due to operations in Türkiye and Brazil, while recording a +0.4% scope effect related to the integration of Santander Brazil’s Employee Benefit activity following the closing of the strategic partnership in June 2024. This strong performance highlights the positive business momentum experienced by the Group and its commitment to disciplined execution.

Over Fiscal 2024, Operating revenue grew +13.3% organically (+10.7% Total Growth) to 1,055 million euros while Float revenue was up +69.0% organically (+56.4% Total Growth) to 155 million euros.

Total Revenues by region

Total Revenues in Continental Europe grew +14.4%, i.e. +14.5% organically, up +68 million euros, to 534 million euros, accounting for 44% of Total Revenues.

Total Revenues in Latin America grew +16.8%, i.e. +17.3% organically, up +66 million euros, to 460 million euros, accounting for 38% of Total Revenues.

Total Revenues in Rest of the world grew +31.0% organically, excluding a -18.2% currency impact, up +24 million euros to 216 million euros, accounting for 18% of Total Revenues.

Operating revenue by line of service

Operating revenue for Fiscal 2024 increased to 1,055 million euros, up +10.7% compared to Fiscal 2023, including a -2.9% currency effect and a +0.3% positive scope effect related to the integration of Santander Brazil’s Employee Benefit activity since the closing date of the strategic partnership. With +13.3% organic growth delivered over the year, Pluxee continued to present a sustained pace of growth in Operating revenue, driven by the Employee Benefit line of services over Fiscal 2024.

Employee Benefits generated 892 million euros in Operating revenue over Fiscal 2024, growing +16.7% organically, excluding -3.5% negative currency effect. Operating revenue in the Employee Benefits business accounted for 85% of total Operating revenue.

Performance in Employee Benefits was fueled by double-digit growth in business volume issued, supported by a steady increase in the average take-up rate for Fiscal 2024 which grew to 4.95% compared to 4.73% in Fiscal 2023. Such improvement in the take-up rate reflects the Group’s strong commercial focus as well as the positive impact of the change in regulation in Brazil on client commission rates. Substantial growth in business volume resulted from the strong commercial dynamics experienced by the Group across countries and client sizes, leveraging its powerful commercial engine to win both large accounts and small and medium enterprises. Growth was further driven by the continuous efforts deployed to realize the full potential of the client portfolio through further increases in average face value and cross-selling.

Other Products and Services generated Operating revenue of 163 million euros in Fiscal 2024 compared to 167 million euros in Fiscal 2023 representing 15% of total Operating revenue. The performance of Other Products and Services reflected changes in some Public Benefit contracts, including the discontinuation of a Public Benefit contract in Chile (Latin America) and large programs issued in Fiscal 2023 in Continental Europe. The Group continued to rationalize its portfolio in the UK and U.S. in order to focus on the digital Employee Engagement offering. Except in Chile, all significant Public Benefit contracts have been successfully renewed paving the way for a progressive return to growth in that line of service over Fiscal 2025.

Operating revenue by region

The ongoing robust performance in Operating revenue reflected positive business dynamics across countries with all regions delivering double digit organic growth over the fiscal year.

In Continental Europe, Operating revenue grew +11.4%, up +49 million euros to 472 million euros and +11.5% organically. This solid performance is driven by strong commercial momentum in Western European countries such as Belgium and France while facing high comparison bases in Central and Eastern Europe, especially over the second half of Fiscal 2024.

Growth was driven by strong commercial momentum with Pluxee solutions experiencing growing traction, particularly in Belgium and France. As an example, Pluxee was entrusted by the French security forces with meal benefit distribution for the Paris 2024 Olympics. As such, more than 90,000 civil servants and military personnel were equipped with a meal card for the entirety of the games. Positive momentum was also fueled by the continuous increase in average face value to reach the legal face value cap established by Public Authorities, as is the case in Romania. Cross-selling across Pluxee’s product range also contributed significantly to the steady performance delivered over the year in the region. In Belgium, the Group was able to leverage a one-off government measure supporting purchasing power to develop and deploy a non-recurring benefit program to existing and new clients.

In Latin America, Operating revenue reached 405 million euros in Fiscal 2024, growing +13.2% organically, excluding a -5.5% currency impact attributable to Brazil and Mexico, particularly during the fourth quarter.

The solid performance in Latin America resulted from strong new development, driven by the growing penetration of small and medium enterprises. In Brazil and Mexico, small and medium enterprises represented around 35% of business volume growth over the year. Pluxee continued to manage actively its client portfolio, constantly leveraging analytics to advise clients in driving average face value upward.

The performance of the region in the second half of Fiscal 2024 reflected the change in regulation that occurred in Brazil in May 2023, and the discontinuation of a Public benefit contract in Chile. As a result, Operating revenue organic growth in Latin America landed at +6.5% in the second half of Fiscal 2024 and is expected to rebound in the First Half Fiscal 2025.

In Rest of the world, Operating revenue amounted to 178 million euros in Fiscal 2024, showing +18.0% Organic growth excluding a -12.8% currency impact mostly related to the evolution of the Turkish Lira.

Performance was driven in the region by the growing adoption and usage of Pluxee solutions across countries. In Türkiye, the Group has continued to take advantage of the hyperinflationary environment ensuring additional increases in average face value across its client portfolio and further penetrating the meal benefit segment by signing new contracts. Development was also particularly strong in India across the full range of employee benefit products.

Float revenue

Float revenue increased to 155 million euros in Fiscal 2024, growing +69.0% organically. After adjusting for a +1.5% scope effect and a -14.0% currency effect, overall Float revenue growth for the year was +56.4%.

The significant increase in Float revenue was driven by the expansion of the Float in all regions, which was enhanced by continuously increasing business volume as well as the ability of the Group to seize investment opportunities (longer tenor, fixed rate) to secure Float revenue in light of interest rate fluctuations. Interest rates remained at a high level globally over Fiscal 2024, even if a progressive decrease has been observed in Brazil and in Continental Europe. In Türkiye specifically, the depreciation of the Turkish Lira was compensated by an increase in interest rates that fostered Float revenue generation in the country.

Taking into account the forward evolution of interest rates and foreign currency fluctuations, the Group expects to generate a slight organic growth in Float revenue both in Fiscal 2025 and 2026 compared to Fiscal 2024, driven by the expansion of the Float and the optimization of the Group’s investments compensating the expected evolution in interest rates.

3.2.1.2 Recurring EBITDA

Recurring EBITDA increased to 430 million euros in Fiscal 2024, growing by +24.8% organically and +18.5% at current rates including a non-significant scope effect coming from the integration of Santander Brazil’s Employee Benefit activity.

Recurring EBITDA reached 430 million euros in Fiscal 2024, up +18.5% year-on-year and +24.8% organically. It includes a +0.5% scope effect related to the integration of Santander Brazil’s employee benefits activity following the closing of the strategic partnership in June 2024 and a -6.8% currency effect. The Recurring EBITDA margin increased by +183bps to 36.4% on an organic basis, absorbing standalone costs, and well above the Group’s financial objective of at least stable at 34.5% at constant rates, announced in January 2024 at Capital Markets Day and subsequently increased to at least 35%. On a reported basis, Recurring EBITDA margin stood at 35.6%, representing a +105bps increase including currency impacts.

The increase in Recurring EBITDA, absorbing the new standalone costs, was driven by steady growth in business volumes and substantial increase in Operating revenue in all regions, a positive contribution of Float revenue as well as operating leverage and progressive cost optimization. The operating EBITDA margin expansion in Fiscal 2024 was back-end loaded, as the First Half reflected one-off effects related to the spin-off such as management fees still invoiced by Sodexo. All the regions contributed to this substantial increase in Recurring EBITDA.

3.2.1.3 Operating profit (EBIT)

Operating profit (EBIT) amounted to 250 million euros in Fiscal 2024 compared to 135 million euros for Fiscal 2023.

Other operating income and expenses amounted to -92 million euros, as a result of one-off charges related to (i) the Spin-off and listing that took place on February 1, 2024, including the rebranding that introduced the new identity of the Group, for a total amount of -62 million euros, (ii) the write-off of specific digital assets related to the Zeta platform narrowed down to two countries for -16 million euros, (iii) restructuring and rationalization costs of -8 million euros as well as (iv) M&A costs related to business combinations for -7 million euros. Other operating income encompassed a capital gain on disposal of investments in equity-accounted companies.

3.2.1.4 Financial income and expenses

Financial income and expenses stood at -20 million euros in Fiscal 2024, compared to 28 million euros for Fiscal 2023. This variation of -47 million euros results mainly from the increase of -32 million euros in Gross borrowing cost that occurred in Fiscal 2024 as a result of the refinancing of the Group in connection with its new capital structure as part of the Spin-off.

Gross borrowing cost was made up of (i) interest on loans with Sodexo S.A. (including the vendor loan) amounting to -17 million euros, (ii) costs related to the bridge loan amounting to -11 million euros (of which -7 million euros of interest) and (iii) interest and expenses related to the bond issuance completed on March 4, 2024, as well as fees related to external debt (such as a Revolving Credit Facility set-up), totaling -22 million euros.

Interest income generated on non-Float related cash and cash equivalents amounted to 44 million euros, partially offsetting the gross borrowing cost.

Other financial income and expenses mainly consisted of the impact of hyperinflation in Türkiye amounting to -6 million euros and the net foreign exchange gains and losses amounting to -3 million euros.

3.2.1.5 Profit before tax

Profit before tax amounted to 230 million euros for Fiscal 2024 compared to 163 million euros for Fiscal 2023.

3.2.1.6 Income Tax

Income tax expense amounted to -91 million euros for Fiscal 2024 compared to -80 million euros for Fiscal 2023.

The Effective tax rate went from 49.1% in Fiscal 2023 including the impacts of the litigation with the French competition authority, down to 39.5% in Fiscal 2024, reflecting the one-off costs related to the Spin-off.

3.2.1.7 Net profit

Net profit for the year increased by +67.3%, up +56 million euros, to 139 million euros for Fiscal 2024 from 83 million euros for Fiscal 2023. It was driven by significant increase in Total revenues and enhanced Recurring EBITDA margin, while reflecting the new capital structure of the Group and the Other operating expenses as well as the income tax expense specifically related to Fiscal 2024.

3.2.1.8 Adjusted net profit

Adjusted net profit (Attributable to the equity holders of the parent) was 203 million euros for Fiscal 2024 compared to 225 million euros for Fiscal 2023.

3.2.1.9 Adjusted earning per share

During its Capital Markets Day, the Group set out medium-term financial objectives focusing on delivering sustainable Organic revenue growth, improving Recurring EBITDA margin and maintaining strong Recurring cash conversion.

Based on the strong financial performance delivered in Fiscal 2024, Pluxee has increased its financial objectives for Fiscal 2025 and Fiscal 2026:

Fiscal 2025 and 2026 financial objectives include:

On September 25, 2024, after receiving clearance from Spanish regulatory authorities, the Group completed the 100% acquisition of Cobee.

The majority of the transaction price was paid on the closing date, while the agreement also provided for two earn-outs, subject to the achievement of defined milestones that have been designed to align all stakeholders’ interests and representing, if achieved, less than 50% of the fixed base price paid on the closing date. The acquisition will be fully funded from existing cash resources with limited impact on Group leverage.

Adjusted basic / diluted earnings per share

Adjusted basic or diluted earnings per share are calculated by dividing Adjusted net profit (attributable to the equity holders of the parent) by respectively basic weighted average number of shares or diluted weighted average number of shares.

See section 3.2.1.9 Adjusted earning per share.

Adjusted net profit

Adjusted net profit serves as the basis for calculating the dividend payout ratio.

Adjusted net profit consists of Net profit (attributable to Group equity holders) restated for the impact of items recognized in Other operating income and expenses, net of income tax and non-controlling interests.

See section 3.2.1.8 Adjusted net profit.

Float-related cash

Float-related cash corresponds to the cash collected from clients in relation to the value loaded on cards or the issuance of digital solutions or paper vouchers, but not yet reimbursed to merchants (Float).

Float is calculated as Value in circulation and related payables minus Net trade receivables related to the float (corresponding to Trade receivables related to the float restated from Advances from clients).

See section 3.2.2.4 Float and non-Float related cash.

Net Financial (Debt) / Cash

Net Financial (Debt) / Cash evaluates the Group’s liquidity, capital structure and financial leverage. Net Financial (Debt) / Cash consists of gross borrowings and lease liabilities, minus the Cash and cash equivalents (net of overdraft) and Current financial assets.

See section 3.2.2.3 Net Financial (Debt)/Cash.

Non-Float Related Cash

Non-Float related Cash is calculated as Cash, Cash equivalents and Current financial assets excluding the cash collected from clients in relation to business volumes issued.

See section 3.2.2.4 Float and non-Float related cash.

Organic revenue growth

Organic revenue growth is calculated as growth in the current period, calculated using the exchange rate for the prior fiscal period, and adjusted for the impact in the comparable prior period to include or remove the effect of acquisitions and/or divestitures that have occurred subsequent to that period.

See section 3.2.1.1 Total Revenues.

Recurring cash conversion rate

The Recurring cash conversion rate measures the ability of the Group to convert its Recurring EBITDA into Cash.

The Recurring cash conversion rate consists of the ratio of Recurring free cash flow to Recurring EBITDA.

See section 3.2.2.2 Recurring free cash flow generation and conversion.

Recurring EBITDA

Recurring EBITDA is used to assess the performance of reported operating segments.

Recurring EBITDA is calculated by deducting the impact of amortization, depreciation and impairment of intangible assets, property, plant and equipment, and right-of-use assets relating to leases (as reported in the line Depreciation, amortization and impairment of the consolidated income statement) from the Recurring operating profit (Recurring EBIT) presented in the consolidated income statement.

See sections 3.2.1.2 Recurring EBITDA and 3.2.1.3 Operating profit (EBIT).

Recurring EBITDA margin

Recurring EBITDA margin consists of the ratio of Recurring EBITDA to Total Revenues.

See section 3.2.1.2 Recurring EBITDA.

Recurring free cash flow

The Recurring free cash flow measures the net cash generated from operations that is available for strategic investments (net of divestments), for financial debt repayment, and for payments of dividends to shareholders.

Recurring free cash flow is calculated as Net cash provided by operating activities as shown in the consolidated cash flow statement minus (i) Acquisitions of property, plant and equipment and intangible assets, (ii) Repayments of Lease liabilities and (iii) Restatement of Other operating income and expenses on Net cash from operating activities.

See section 3.2.2.2 Recurring free cash flow generation and conversion.

Recurring Liquidity Generated by Operations (LGO)

Recurring Liquidity Generated by Operations provides information to measure the net cash generated from operations regardless of the differences in regulations governing the issuance of digitally delivered services, cards and paper vouchers.

Recurring Liquidity Generated by Operations is calculated as Recurring Free Cash Flow plus the Change in restricted cash related to the Float.

See section 3.2.2.2 Recurring free cash flow generation and conversion.

Recurring operating profit (Recurring EBIT)

Recurring operating profit (Recurring EBIT) corresponds to Operating profit (EBIT) before Other operating income and expenses.

See section 3.2.1.3 Operating profit (EBIT).

To: the general meeting and the board of directors of Pluxee N.V.

Report on the audit of the financial statements Fiscal 2024

Our opinion

In our opinion, the financial statements of Pluxee N.V. (‘the company’) give a true and fair view of the financial position of the Company and the Group (the company together with its subsidiaries) as at 31 August 2024, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted in the European Union (‘EU-IFRS’) and with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited

We have audited the accompanying financial statements Fiscal 2024 of Pluxee N.V., Amsterdam – the Netherlands. The financial statements comprise the consolidated financial statements of the Group and the company financial statements.

The financial statements comprise:

The financial reporting framework applied in the preparation of the financial statements is EU-IFRS and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code.

The basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We have further described our responsibilities under those standards in the section ‘Our responsibilities for the audit of the financial statements’ of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of Pluxee N.V. in accordance with the European Union Regulation on specific requirements regarding statutory audit of public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).

Our audit approach

We designed our audit procedures with respect to the key audit matters, fraud and going concern, and the matters resulting from that, in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in support of our opinion, such as our findings and observations related to individual key audit matters, the audit approach fraud risk and the audit approach going concern was addressed in this context, and we do not provide separate opinions or conclusions on these matters.

Overview and context

Pluxee N.V. is a global leader in Employee Benefits and Engagement solutions. Through a tech-enabled Employee Benefits and Engagement platform operating in a digital ecosystem, the Group delivers a suite of digital and employee benefits solutions in 29 countries to help employees feel engaged, motivated, financially supported, and cared for. The Group is comprised of several components and therefore we considered our group audit scope and approach as set out in the section ‘The scope of our group audit’.

The financial year 2024 was the first year for Pluxee N.V. to operate on a stand-alone basis, after the spin-off from Sodexo at the end of the previous financial year. On 1 February 2024, Pluxee N.V.’s ordinary shares were admitted to listing on Euronext Paris. In March 2024, Pluxee N.V. issued bonds for an aggregate amount of 1.1 billion euros. Cash flows received from the bond issue were used to repay the bridge loan, repay the Sodexo vendor loan and to finalize the re-financing. During fiscal year 2024 Pluxee N.V. has been focussing on developing the existing business and on continuing to grow both organically as well as through acquisitions.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the board of directors made important judgements, for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. In these considerations, we paid attention to, amongst others, the assumptions underlying the physical and transition risk related to climate change. In paragraph 2.3 of the financial statements the company elaborates on critical accounting estimates, judgments and assumptions.

This paragraph also includes the board of directors’ assessment of the effects of climate change, which the company concludes to be not material.

We ensured that the audit teams at both group and component level included the appropriate skills and competences which are needed for the audit of Pluxee N.V. We therefore included experts and specialists in the areas of amongst others IT and valuation in our team.

The outline of our audit approach was as follows:

First-year audit consideration

After our appointment as the Company’s auditors, we developed and executed a comprehensive transition plan. As part of this transition plan, we carried out a process of understanding the strategy of the Group, its business, its internal control environment and IT systems. We examined where and how this affected the Company’s and the Group’s financial statements and internal control framework. Additionally, we read the prior year financial statements, we reviewed the predecessor auditor’s files and discussed and evaluated the outcome of the audit procedures included therein. Based on these procedures, amongst others, we obtained sufficient and appropriate audit evidence regarding the opening balances. Furthermore, we prepared our risk assessment, our audit strategy and our audit plan for the year 2024, which we discussed with the board of directors and audit committee.

Materiality

The scope of our audit was influenced by the application of materiality, which is further explained in the section ‘Our responsibilities for the audit of the financial statements’.

Based on our professional judgement we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and to evaluate the effect of identified misstatements, both individually and in aggregate, on the financial statements as a whole and on our opinion.

We also take misstatements and/or possible misstatements into account that, in our judgement, are material for qualitative reasons.

We agreed with the board of directors that we would report to them any misstatement identified during our audit above €1.400.000 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

The scope of our group audit

Pluxee N.V. is the parent company of a group of entities. The financial information of this group is included in the consolidated financial statements of Pluxee N.V.

We tailored the scope of our audit to ensure that we, in aggregate, performed sufficient work on the financial statements to enable us to provide an opinion on the financial statements as a whole, taking into account the management structure of the Group, the nature of operations of its components, the accounting processes and controls, and the markets in which the components of the Group operate. In establishing the overall group audit strategy and plan, we determined the type of work required to be performed at component level by the group engagement team and by each component auditor.

We included 11 components in our audit for which audit procedures have been performed. Two of these components are considered significant components given that they are individually financially significant to the Group. Next to Pluxee N.V. this is Pluxee Beneficios Brasil S.A. With the 11 components included in our audit procedures we achieve appropriate coverage on financial line items in the consolidated financial statements.

In total, in performing these procedures, we achieved the following coverage on the financial line items:

None of the remaining components represented more than 4% of total group revenue and total group assets. For those remaining components we performed, among other things, analytical procedures to corroborate our assessment that there were no significant risks of material misstatements within those components.

The group engagement team performed the audit work for Pluxee N.V. standalone. All other components were audited by component auditors who are familiar with the local laws and regulations to perform the audit work.

Where component auditors performed the work, we determined the level of involvement we needed to have in their work to be able to conclude whether we had obtained sufficient and appropriate audit evidence as a basis for our opinion on the consolidated financial statements as a whole.

We issued instructions to the component audit teams in our audit scope. These instructions included amongst others our risk analysis, materiality and the scope of the work. We explained to the component audit teams the structure of the Group, the main developments that were relevant for the component auditors, the risks identified, the materiality levels to be applied and our global audit approach. We had individual calls with each of the in-scope component audit teams both during the year and upon conclusion of their work. During these calls, we discussed the significant accounting and audit issues identified by the component auditors, their reports, the findings of their procedures and other matters, that could be of relevance for the consolidated financial statements.

The group engagement team visits the component teams and local management on a rotational basis. In the current year, the group audit team visited the Brazilian component given the financially significant importance of this component and the acquisition which took place during financial year 2024. For this location we reviewed selected working papers of the respective component auditor. For component Pluxee Odul Danismanlik Hizmetteri AS (Türkiye) the group engagement team reviewed selected working papers as well. We selected this component given the fact that this entity is audited by a non-PwC component auditor.

The group engagement team performed the audit work on the group consolidation, financial statement disclosures and a number of more complex items at the head office. These notably included the valuation of goodwill and share-based payments.

By performing the procedures outlined above at the components, combined with additional procedures exercised at group level, we have been able to obtain sufficient and appropriate audit evidence on the Group’s financial information, to provide a basis for our opinion on the financial statements.

Audit approach fraud risks

We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of Pluxee N.V. and its environment and the components of the internal control system. This included the board of directors’ risk assessment process, the board of directors’ process for responding to the risks of fraud and monitoring the internal control system and how the board of directors exercised oversight, as well as the outcomes. We refer to section 6 Risks and risk management in the Annual Report for their risk assessment including the risk of fraud.

We evaluated the design and relevant aspects of the internal control system with respect to the risks of material misstatements due to fraud, and particularly the fraud risk assessment, as well as the code of conduct and whistleblower procedures. incident registration and investigation protocols, among other things. We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness of internal controls designed to mitigate fraud risks.

We asked members of the board of directors as well as the internal audit department and legal affairs whether they are aware of any actual or suspected fraud. This did not result in signals of actual or suspected fraud that may lead to a material misstatement.

As part of our process of identifying fraud risks, we evaluated, in close co-operation with our forensic specialists, fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.

We identified the following fraud risks and performed the following specific procedures:

We incorporated an element of unpredictability in our audit. During the audit, we remained alert to indications of fraud. Furthermore, we considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance with laws and regulations.

Audit approach going concern

The board of directors prepared the financial statements on the assumption that the entity is a going concern and that it will continue all its operations for at least 12 months from the date of preparation of the financial statements.

Our procedures to evaluate the board of directors’ going-concern assessment included, amongst others:

Based on our procedures performed, we concluded that the board of directors’ use of the going concern basis of accounting is appropriate, and based on the audit evidence obtained, that no material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements. We have communicated the key audit matters to the board of directors. The key audit matters are not a comprehensive reflection of all matters identified by our audit and that we discussed. In this section, we described the key audit matters and included a summary of the audit procedures we performed on those matters.

Unaudited corresponding figures

We have not audited the financial statements Fiscal 2023. Consequently, we have not audited the corresponding figures included in the consolidated and company income statement, the consolidated and company statements of comprehensive income, changes in equity and cash flows and the related notes.

Report on the other information included in the annual report

The annual report contains other information. This includes all information in the annual report in addition to the financial statements and our auditor’s report thereon.

Based on the procedures performed as set out below, we conclude that the other information:

We have read the other information. Based on our knowledge and the understanding obtained in our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section 2:135b subsection 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of such procedures was substantially less than the scope of those procedures performed in our audit of the financial statements.

The board of directors is responsible for the preparation of the other information, including the directors’ report and the other information in accordance with Part 9 of Book 2 of the Dutch Civil Code. The board of directors are responsible for ensuring that the remuneration report is drawn up and published in accordance with sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements and ESEF

Our appointment

We were appointed as auditors of Pluxee N.V. on 31 January 2024 by the general meeting of the company. Our appointment will be renewed annually by the shareholders if applicable and now represents a total period of uninterrupted engagement of 1 year.

European Single Electronic Format (ESEF)

Pluxee N.V. has prepared the annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report prepared in XHTML format, including the marked-up consolidated financial statements, as included in the reporting package by Pluxee N.V., complies in all material respects with the RTS on ESEF.

The board of directors is responsible for preparing the annual report, including the financial statements in accordance with the RTS on ESEF, whereby the board of directors combines the various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF.

We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ‘Assuranceopdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital reporting).

Our examination included amongst others:

◦

obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared in accordance with the technical specifications as included in the RTS on ESEF;

◦

examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF.

No prohibited non-audit services

To the best of our knowledge and belief, we have not provided prohibited non-audit services as referred to in article 5(1) of the European Regulation on specific requirements regarding statutory audit of public-interest entities.

Responsibilities for the financial statements and the audit

Responsibilities of the board of directors for the financial statements

The board of directors is responsible for:

In preparing the financial statements, the board of directors is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the board of directors should prepare the financial statements using the going-concern basis of accounting unless the board of directors either intends to liquidate the company or to cease operations or has no realistic alternative but to do so. The board of directors should disclose in the financial statements any event and circumstances that may cast significant doubt on the company’s ability to continue as a going concern.

The board of directors is responsible for overseeing the company’s financial reporting process.

Our responsibilities for the audit of the financial statements

Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high but not absolute level of assurance, and is not a guarantee that an audit conducted in accordance with the Dutch Standards on Auditing will always detect a material misstatement when it exists. Misstatements may arise due to fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

A more detailed description of our responsibilities is set out in the appendix to our report.

Zwolle, 30 October 2024

PricewaterhouseCoopers Accountants N.V.

F.S. van der Ploeg RA

Appendix to our auditor’s report on the financial statements Fiscal 2024 of Pluxee N.V.

In addition to what is included in our auditor’s report, we have further set out in this appendix our responsibilities for the audit of the financial statements and explained what an audit involves.

The auditor’s responsibilities for the audit of the financial statements

We have exercised professional judgement and have maintained professional scepticism throughout the audit in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit consisted, among other things of the following:

Considering our ultimate responsibility for the opinion on the consolidated financial statements, we are responsible for the direction, supervision and performance of the group audit. In this context, we have determined the nature and extent of the audit procedures for components of the Group to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole. Determining factors are the geographic structure of the Group, the significance and/or risk profile of group entities or activities, the accounting processes and controls, and the industry in which the Group operates. On this basis, we selected group entities for which an audit or review of financial information or specific balances was considered necessary.

We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. In this respect, we also issue an additional report to the audit committee in accordance with article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report.

We provide the board of directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related actions taken to eliminate threats or safeguards applied.

From the matters communicated with the board of directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Pluxee’s sustainability foundations precede the Company’s existence as a standalone company. They were developed over more than a decade when, as Sodexo BRS, the Pluxee Group was a component of and contributed to  Sodexo’s sustainability roadmap. The Group’s sustainability journey has accelerated over the past five years, as illustrated by the following highlights:

• in 2020 it established its own ESG targets based on material topics specific to the Sodexo BRS business line and activities;
• in 2022 it defined a net-zero trajectory to 2035;
• in 2023:
  • received validation of the Group’s net-zero target from the Science Based Targets initiative (SBTi);
  • joined the United Nations Global Compact.
• in 2024:
  • earned a Bronze medal from EcoVadis based on the results of Pluxee’s first sustainability performance assessment as a standalone company¹,
  • joined the UN Global Compact’s Target Gender Equality Accelerator program.

In Fiscal 2024 Pluxee also joined the CAC  SBT 1.5° Index, a Euronext index that invests exclusively in companies within the SBF 120 Index that have emission reduction targets confirmed to be in line with the 1.5°C goal of the Paris Agreement.

The Company’s sustainability foundations, which are global in scope, have been recognized at the local level in several country operations such as Luxembourg, where Pluxee received the label Entreprise Responsable, and in Mexico, where the Group received the Super Empresas para Mujeres label, among others.

The sustainability heritage and the roadmap Pluxee has navigated since 2020 provide a solid base on which to build its strategy and meet its commitments going forward.

Pluxee has established an ESG roadmap, aligned with the Company’s corporate strategy and focused on four key pillars:

Pluxee’s Commitments to Fiscal 2026 and beyond

A trusted partner

As a trusted partner, Pluxee engages its stakeholders in the Group’s value chain to develop reliable technology and manage data responsibly, as well as ensuring the highest standards of business ethics and compliance. This enables the Company to provide the best user experience across the Pluxee ecosystem.

The Group has deployed a comprehensive Responsible Business Conduct training program, aligned with Pluxee’s guiding principles and Ethics Charter. This program addresses topics such as harassment, anti-corruption and anti-bribery, data privacy, conflicts of interest, and fair competition (for more see section 5.2).

Empower individuals

Pluxee brings to life an inclusive and sustainable employee experience at work and beyond for its team members and its clients’ employees. The Group believes that the well-being of its employees contributes to their professional satisfaction and engagement, motivating them to remain at Pluxee for the long term. The Company aims to extend this positive impact toward the employees of its clients through its suite of Pluxee benefits (for more see section 5.3).

Uplift local communities

Pluxee contributes to the development of local communities by generating value for small and medium-sized (SME) merchants present in its network. Pluxee products and services lead to growth in consumer traffic. The Group’s support of SME merchants also enables consumers to benefit from a more diversified offer in their local areas. Moreover, through Pluxee’s partnerships for community outreach, the Group participates in the empowerment of women and young people (for more see section 5.4).

Minimize impact on the environment

Pluxee is strongly committed to minimizing its environmental impact. The Group works to reduce the greenhouse gas (GHG) emissions generated by its operations, and aims to achieve its net-zero emissions objective by no later than 2035 (for more see section 5.5).

Sustainability topics are addressed across the organization, and are coordinated by the Sustainability Department, reporting to the Group General Counsel, a member of Pluxee’s Executive Committee. Sustainability strategy and performance are overseen by both the Audit Committee and the Nomination and Remuneration Committee of the Board of Directors, who review its integration with the company’s strategic imperatives.

Specifically, the Audit Committee periodically reviews and makes recommendations on the Company’s main sustainability initiatives, their objectives and disclosures, based on its knowledge of current and emerging trends as well as stakeholder views regarding sustainability matters. Furthermore, the Nomination and Remuneration Committee periodically reviews and proposes changes in environmental, social, and governance (ESG)-related components – namely, specific KPIs – of the remuneration packages of individual directors, in support of sustainable long-term value creation and in observance of the approved Remuneration Policy. All directors are required to have an understanding of ESG topics, with the Nomination and Remuneration Committee identifying and calling for relevant training, as needed.

Local Sustainability Steering Committees, which exist in 16 Pluxee countries, are responsible for the identification of sustainability issues and initiatives in their respective locations. Resource allocation decisions related to the implementation of sustainability initiatives are made by the local leadership or similar local or regional decision-making body. Additionally, a network of 90+ sustainability champions take part in bi-monthly webinars to share best practices and make progress on Pluxee’s sustainability roadmap.

Sustainability Governance

Pluxee values stakeholder engagement as a way to build trust, include diverse viewpoints, and maximize the sustainable value the Group is able to co-create with internal and external stakeholders. The Group has established contacts and touchpoints for each category of Pluxee stakeholders.

Pluxee’s Stakeholders

Employee Awareness and Engagement Drive Sustainability Performance

Pluxee employees play a key role in the optimal implementation of the Group’s sustainability priorities and achievement of its targets. The Company has established specific cross-functional initiatives to communicate Pluxee’s objectives and to motivate employees to achieve them. These initiatives include:

Pluxee’s first and fundamental commitment is to act as a trusted partner by ensuring the integrity and transparency of its governance and operations. The Group expects its employees to comply with the Ethics Charter and its principles of integrity, reliability and respect. Pluxee trains its team members on responsible business conduct, with a target of maintaining a level of more than 99% employees trained by Fiscal 2026.

Being a trusted partner means developing reliable technology and managing data responsibly to provide the best user experience across Pluxee’s value chain. It also entails contributing to the development of actionable policy in a transparent way, and establishing responsible partnerships with suppliers. This section further develops all actions that help Pluxee build and maintain credibility for long-term relationships with stakeholders.

The Group’s Foundation: Pluxee’s Ethics Charter

Since it began operating as a standalone company in February 2024, Pluxee has embarked on a collective effort to define its ethical principles. The Group has established the expectations it has of each Pluxee employee in the area of compliance standards and responsibilities. The resulting Pluxee Ethics Charter is the convergence of the Group’s strong heritage and its own principles applied to Pluxee’s daily business activities.

Launched in May 2024, the Ethics Charter has been disseminated by global and local leadership to all Pluxee countries and departments. Every employee has access to the Charter through Pluxee’s learning platform, marking the first step of a broad and ongoing communication strategy.

There are many challenges inherent in operating a business across numerous countries and multiple cultures. Nevertheless, Pluxee expects the principles outlined and defined in the Ethics Charter to be applied uniformly in all countries where the Group does business. All Pluxee employees are responsible for understanding and respecting these principles. As of August  31,  2024, 99.6% of employees had acknowledged their understanding of Pluxee’s Ethics Charter and its principles.

The Ethics Charter also provides guidelines for ensuring that all employees use sound judgement. Pluxee seeks to be legally compliant and remain a good corporate citizen. The Group adheres steadfastly to all applicable laws and regulations across its operational landscape and commits to raising ethical standards whenever possible, inspired by the three main principles of its Ethics Charter: integrity, reliability, and respect.

Pluxee’s Ethics Charter is the cornerstone of all existing and forthcoming compliance programs

Governance

The Group level Executive Committee is responsible for Ethics & Compliance across Pluxee. The oversight structure is based on the active involvement of the Group level Ethics & Compliance Committee, which communicates principles and provides training to the local Ethics & Compliance committees at Pluxee’s entities across the globe. The local committees report to the Group level committee as well as to their country managing directors on a regular basis regarding the Ethics & Compliance activities, issues, and potential risk exposures of their respective entities.

Pluxee’s Group level Ethics & Compliance Committee reports quarterly to the Pluxee Executive Committee on the status of compliance activities across the Group. The Pluxee Executive Committee makes use of the quarterly updates to set priorities for area leadership teams and country executive committees on matters of ethics and compliance.

Ethics & Compliance Governance

Anti-Money Laundering and Counter Financing of Terrorism (AML-CFT), Respect of International Economic Sanctions

Pluxee operates primarily in limited-service networks. Consequently, Pluxee’s services and products are minimally exposed to the risk of money laundering and counter financing terrorism. Nevertheless, Pluxee has established policies and procedures to ensure that its services and solutions are not diverted from their primary function. These procedures are led by dedicated Compliance Officers, trained to apply appropriate AML-CFT regulations, internal processes, and methodologies in their daily business activities.

In February 2024, the Pluxee Group issued a new policy for the prevention of money laundering and terrorism financing risks. In parallel, all of the Group’s entities worldwide began the assessment and classification of risks related to this topic. The digitalization of Pluxee’s products, along with the robustness of its compliance organization, enable the Company to better detect and report suspicious activity that may arise in relation to consumers and merchants.

Fighting Bribery and Corruption

Pluxee has a zero-tolerance policy for all forms of corruption or bribery, whether private or public, for all its activities wherever the Company operates. The Group is adamant about winning and maintaining business the right way: by being the best provider of Employee Benefit & Engagement products, services, and client care.

To deploy this zero-tolerance policy, Pluxee has developed an anti-corruption system, consisting of a dedicated governance structure, risk mapping, policies, and procedures, all of which are monitored by the highest governance bodies (such as the Executive Committee or Audit Committee of the Board of Directors). Anti-corruption training for employees is also a key element of the system, with 99.6% of all eligible employees successfully trained in responsible business conduct (including anti-corruption among other topics) as of August 31, 2024.

At the local level, Pluxee Brazil obtained the ISO 37001 certification for its anti-corruption management system. Other local entities have also taken action on the topic by following a strengthened third-party assessment process, collecting information to better calculate third-party related risks which may include bribery and corruption.

Ensuring Fair Play with Competition Standards

Pluxee operates under the principles of fair and legal competition, as established by the global free enterprise system and applicable laws and regulations. The Group secures business by providing services efficiently, reliably, and at competitive prices. Virtually all employees are trained in responsible business conduct. Specialized teams with exposure to related risks receive specific training on this topic.

Human Rights Commitment

At Pluxee, the respect and promotion of human rights is a fundamental commitment in the Company’s approach to conducting business responsibly. It sets the baseline for the way Pluxee interacts with employees, clients, consumers, partners, and suppliers.

Pluxee understands human rights as the set of principles that are recognized internationally through documents such as the International Bill of Human Rights and the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work. The United Nations Guiding Principles on Business and Human Rights, as well as Pluxee’s commitment to the ten principles of the United Nations Global Compact, provide a framework for the Group’s action through its employees, and for its overall understanding of the topic.

No Underage Labor

All Pluxee entities are committed to upholding the minimum working age regulations in every country or local jurisdiction where they operate. This minimum working age should never be lower than the age specified in the International Labor Organization (ILO) conventions.

No Forced or Hidden Labor

Pluxee does not tolerate any form of forced or hidden labor in any of its operations or business relationships. The Group understands forced labor as any work performed involuntarily and/or under the threat of violence, or through intimidation, manipulation, detention, or other threats. Hidden labor is understood as avoiding to declare as an employee someone who works in the Company.

Whistleblowing: Pluxee’s Speak Up Policy

Pluxee’s whistleblowing platform, the Speak Up Ethics Hotline, enables all the Company’s employees and partners (in particular suppliers, clients, and consumers) to report any wrongful acts, unethical behavior, or violations of the Group’s internal policies. Managed and secured independently by a third-party supplier in alignment with local laws and regulations, this platform is available to all employees in 29 countries and 16 languages, through Pluxee’s global and local intranets, and available on the Group’s corporate website.

Pluxee’s Speak Up Process

As set out in the Pluxee Speak Up whistleblowing policy,¹ all reports are handled with the utmost seriousness and confidentiality. Reporting individuals are protected against retaliation of any kind including threats, harassment, or any other sanctions, and their identity is kept confidential to the extent allowed by law.

Once an incident is reported and investigated, the Pluxee Speak Up Ethics Committee decides on disciplinary measures, implements improvements, and monitors and/or responds to any trends identified. Statistics on whistleblowing cases are periodically shared with the Executive and Audit Committees.

Breakdown of Speak Up alerts by category

¹    Policy available on Pluxee’s website.

Breakdown of Speak Up closed cases by resolution

Pluxee’s second sustainability pillar addresses the Group’s direct impact on individuals. Pluxee aims to improve the employee experience at work and beyond for its own workforce and for workers across thousands of organizations. The Group is convinced that the positive impact of its value proposition begins with Pluxee itself. By caring for the well-being of its employees, their professional development, and their sense of being included, Pluxee positively impacts their motivation and engagement, and the likelihood that they will remain at Pluxee for the longer term.

This chapter discusses Pluxee’s engaged talent; diversity, equity and inclusion; and the positive impact of the Group’s employee benefit solutions.

People are the cornerstone of the Pluxee’s success. Pluxee is committed to fostering an attractive and inclusive corporate culture that welcomes a diversity of talent, where continuous learning, agility and adaptation to ever-changing technologies and market demands are strongly encouraged. The Group also prioritizes a positive digital experience for employees, enhancing job satisfaction and performance across the organization.

After becoming a standalone company in February 2024, the Group undertook the challenge of defining Pluxee’s corporate culture. This collaborative process culminated in Life@Pluxee, a framework that outlines and defines the Group’s foundational principles, ambitions, and differentiated operating culture (for more on Life@Pluxee, see section 1.5.4).

Pluxee’s dynamic corporate environment supports the Group’s efficient and agile operating model, enabling it to respond swiftly to new opportunities and challenges. This holistic approach not only attracts diverse talent but also empowers the Group’s employees to innovate, thrive professionally, and drive Pluxee forward in the digital era.

Pluxee’s Employee Value Proposition

Pluxee’s Employee Value Proposition (EVP) is a key driver of the Group’s ability to attract and retain top talent. It clearly articulates Pluxee’s uniqueness and appeal as an employer, providing a positive and engaging employee experience. The success of Pluxee’s EVP is reflected in the Company’s employee retention rate of 89.6%, an engagement rate of 71.2%, and an employee Net Promoter Score (eNPS) of +28.9 in Fiscal 2024.

Pluxee’s EVP strengthens the Group’s commitment to professional growth, innovation, and community throughout the entire employee lifecycle. It fosters a work environment in which everyone can thrive and contribute meaningfully while growing alongside Pluxee, driving success and innovation.

Pluxee’s Employee Value Proposition is built on three key pillars

Employer Branding to Attract Talent

To promote its EVP externally, Pluxee invests in employee branding efforts. The aim of these efforts is to ensure that all external stakeholders are exposed to a true sense of what it’s like to work at Pluxee. The Group’s employees serve as its primary ambassadors, and their experiences are central to shaping the perception of the Pluxee brand. Through their stories, insights, and daily interactions, they convey Pluxee’s principles, culture, and mission, contributing to a positive and authentic image of the Group in the marketplace.

Pluxee uses two primary platforms to monitor the impact of its employer branding:

An attractive and inclusive company for all employees

Pluxee provides structured frameworks for recruitment, onboarding, talent management, and career development, which together define the Pluxee employee experience.

The Pluxee Employee Experience

Recruitment process

Pluxee’s sourcing and recruitment process is designed to be both transparent and impartial, ensuring that every applicant receives fair treatment and equal opportunity to join the organization. Pluxee uses an evaluation process that assesses all candidates’ expertise and experience through a defined approach, ensuring objectivity and enabling the Company to select the most qualified individuals, without bias. With the support of Pluxee’s Collaborative Human Resources Information System (CHRIS) and under the leadership of the global talent acquisition team, this process is managed clearly and efficiently across regions.

Job applicants have access to the Pluxee Job Hub, where all current job openings can be filtered by skills and preferences, enhancing the job search experience.

In Fiscal 2024, Pluxee successfully onboarded 1,176 new hires with a focus on critical product, tech & data, and sales roles, of which 1,028 were hired under a permanent contract.

Onboarding

Pluxee’s onboarding process is fully digital, leading new staff members to be better aligned with the Life@Pluxee culture from the beginning of their journey as a Pluxee employee. Onboarding spans the weeks before the official start date to several months after a new employee has joined the Company. Integration is assessed under regular check-ins conducted with Human Resources team and functional managers, supplemented by surveys tracking the new joiner’s experience. This structured feedback loop endeavors to ensure that each employee feels connected and supported from day one.

The onboarding process includes face-to-face meetings with key internal stakeholders, enabling new employees to connect with colleagues from diverse departments and learn from them, fostering a sense of belonging.

Talent management

Performance and skills review

All team members with three or more months of tenure at the Company undergo an employee-driven annual performance review to identify their strengths and development needs. A robust competency-based talent management framework – supported by CHRIS – evaluates performance, identifies skill gaps, and guides employee development.

By incorporating the talent management process into its strategy, Pluxee ensures high performance standards while promoting the continuous growth of its employees. This approach highlights Pluxee’s commitment to a supportive work environment where every team member can thrive.

Performance and competency review process

People review

A manager-driven process, the people review dovetails with the performance review by focusing on four key criteria:

In October 2023, 91% of Pluxee team members had a performance or people review, with 85% of employees benefiting from both.

Career development framework

Pluxee’s performance and people reviews are integral components for crafting individual and global development plans, ensuring that the Company addresses the unique needs of its employees while aligning with its organizational goals.

The Group’s career development framework emphasizes a three-way partnership between the employee, manager, and HR team. Employees are encouraged to proactively manage their careers by growing their skill sets and experience, managers provide support and encouragement for growth and mobility within the organization, while the HR team offers access to personalized recommendations and opportunities.

Pluxee’s Career Development Framework

Training and Development

Pluxee lives its commitment to continuous improvement and professional development through the training it provides to its employees. In Fiscal 2024, the number of training hours supplied across the Company totaled 74,190.

Providing learning opportunities is crucial for the development of top talent, leadership, and the entire Pluxee organization. By investing in comprehensive training programs, the Group ensures that its leaders can inspire and guide their teams effectively, that top talent remains at the forefront of innovation, and all employees are equipped with the skills and knowledge necessary to thrive in a dynamic environment. This commitment to continuous learning fosters a culture of growth and adaptability, enhancing individual performance and driving collective success.

Leadership development program

Pluxee believes that continuous development is key to sustaining exceptional leadership and driving the organization forward. Since 2019, the Group has implemented an ongoing leadership training program, known as Shake My Mind, consisting of three stages in the understanding of a management context, leadership qualities, and agile culture. In the past five years, more than 200 leaders have participated in this program, awarding it an average satisfaction rating of 4.6 out of 5.

Top talent development program

Through the Global Mentoring Program, Pluxee invests in the personal and professional development. of ts top talent and builds a leadership pipeline. Participants are connected to seasoned mentors among the Group’s leadership team who provide guidance, support, and valuable insights.

Local talent development programs

In addition to the programs conducted for large groups of employees at Pluxee’s global headquarters, additional learning opportunities are implemented by individual countries.

The Digital Employee experience

To ensure an optimized and seamless employee experience from recruitment to talent management, Pluxee has redesigned and integrated all its human resource processes into its Collaborative Human Resources Information System (CHRIS). This tool seamlessly links all key stages of an employee’s lifecycle, from recruitment, onboarding, performance management, learning and development, to employee engagement. Moreover, it offers robust analytics and reporting, enabling data-driven decision-making and strategic planning.

For employees, CHRIS delivers personalized and digital experiences and timely support, ensuring they feel valued and engaged. For Pluxee, it streamlines operations and supports a cohesive, well-informed and productive workforce.

Pluxee Human Resources Information System modules (CHRIS)

Measuring Employee Engagement

Pluxee regularly monitors employee well-being, engagement, and overall happiness through the “Pluxee Pulse” survey.

In Fiscal 2024, “Pluxee Pulse” achieved a high 88.9% participation rate, an employee Net Promoter Score (eNPS) of +28.9 and an engagement rate of 71.2%. The engagement rate reflects factors such as personal growth, purpose, freedom at work, diversity, equity, inclusion (DE&I), sustainability, role clarity, and overall happiness.

The CHRIS platform enables “Pluxee Pulse” to provide advanced analytics, highlighting issues that require prompt attention, and helping the Company to shape a responsive and engaging work environment. At a local level, country ambassadors help colleagues understand the survey results and develop effective action plans.

Pluxee strives to enhance employee attraction and retention globally and locally through targeted efforts. The Group is proud to have received numerous awards in Fiscal 2024 in recognition of its commitment to creating a positive work environment.

Recognition for Pluxee as a great place to work

Pluxee has been recognized as a great place to work by specialized organizations in several countries. Those recognitions include:

Attractive compensation and engaging benefits

Employee Compensation

Pluxee’s compensation and benefits strategy strives to set employees’ total remuneration packages at a competitive level by benchmarking to the markets in which the Group operates. In addition to a base salary, most employees are eligible for variable compensation.

A comprehensive suite of Employee Benefits

In addition to employee compensation, Pluxee provides a suite of benefits to its employees, part of which reflects the commercial offering in each specific country, with the aim of fostering engagement and well-being. Pluxee commits to offering a common foundation of social benefits across its geographies, and delivers on this promise through a program called VITA. by Pluxee which consists of four groups of employee benefits:

Detailed terms and conditions of each benefit are available through the Group’s Human Resources departments in each country.

Pay Equity

Continuous monitoring to ensure pay equity is a key focus at Pluxee. Periodic monitoring and analysis on the topic are carried out in countries such as Brazil and France. Pluxee scores a strong 92 out of 100 points in France’s 2024 Professional Equality Index,¹ driven in particular by gender parity in promotions and salary increases, and a low gender pay gap. The upcoming implementation of the EU Pay Transparency Directive, in 2025, along with local methodologies like Brazil’s Report on Salary Transparency and Gender Equality (Relatório de Transparência e Igualdade Salarial de Mulheres e Homens in Portuguese) will provide an additional analytical framework for approaching the topic.

¹  In French, Index de l’égalité professionnelle.

Personal Health, Safety and Well-being

Pluxee’s first priority is the safety of its people. To safeguard the safety and security of its employees, Pluxee takes measures to prevent on-the-job injuries, sickness, and disease. The Group ensures that its employees work – at a minimum – in an environment that meets the safety and health standards required by law. Policies, guidelines, procedures, and communication have been developed to proactively address and respond to potential risks in these areas.

Pluxee is keenly aware of the direct link between the general health and well-being of the workforce and the productivity and efficiency of workers. The Group develops initiatives that promote workplace well-being to supplement its Occupational Health and Safety (OHS) efforts, ensuring that employees remain safe, healthy, satisfied, and committed to their roles.

Social dialogue – Freedom of Association and Collective Bargaining

Pluxee believes in constructive dialogue with its employees and representatives as a way to establish fair rights and responsibilities, and as a means for fostering a productive work environment. The Group respects the rights of its employees to form and join trade unions and to engage in collective bargaining.

Pluxee will not discriminate or retaliate against any associate or employee representative because of their affiliation with, support for, or opposition to any trade union.

In Fiscal 2024, 55% of the total workforce across all Pluxee locations was covered by formal collective agreements concerning working conditions.

Fighting against harassment

The right to human dignity is core to Pluxee’s culture. The Group does not tolerate any behavior or actions that might threaten this right (including moral harassment, or harassment based on gender). The Group expects its employees to treat each other with respect and consideration. Violence in the workplace is strictly prohibited. Verbal, emotional, sexual, physical or any other form of harassment, abuse, intimidation, or bullying is not tolerated. Pluxee ensures the right of employees to a working environment free from physical and nonphysical violence, harassment, and threats.

Any employee who witnesses such behavior must report it to the local human resource department, management, or via Pluxee’s internal whistleblowing mechanism (see section 5.2.1).

Non-Discrimination

Non-discrimination is a fundamental principle of Pluxee’s Diversity and Inclusion policy. Pluxee prohibits any form of discrimination, whether based on gender, gender reassignment, marriage and civil partnership, age, race (including color, nationality, and ethnic or national origin), sexual orientation, pregnancy and maternity, disability, political or religious belief, or union membership. The Group firmly believes that all individuals deserve to be treated with fairness, decency, respect, and dignity aligned with Pluxee’s Diversity, Equity & Inclusion policy.

Pluxee aims to be the beating heart of the communities in its ecosystem. The Group contributes to the development of local communities by generating value for its small and medium-sized affiliated merchants and by empowering vulnerable populations through digital and financial inclusion.

Pluxee focuses on small and medium-sized enterprises (SMEs) to drive impact in local communities. Pluxee’s Meal & Food benefits and other products and solutions – provided by the Group’s clients to their own employee – increase consumer traffic, helping SME merchants to augment their visibility and revenues. The targeted support of SME merchants is also a win for consumers as this usually enables a more diversified offer in their local areas. Moreover, Pluxee partners with public authorities to help them provide social services and aid to populations in need, and to target specific-use benefits for defined populations. Pluxee also participates in the empowerment of women and youth through its support of the Stop Hunger global network.

Building strong relationships with merchants

Pluxee strives to be a reliable partner, working hand in hand with merchants of all sizes to help them grow and thrive. To strengthen these partnerships, the Group works to maintain an open and ongoing dialogue with its affiliated merchants by meeting often and building alliances with their trade associations. Pluxee’s objective is to develop joint initiatives that generate positive impact and value for its networks of affiliated merchants.

Spotlight on merchant relationships and partnerships

Pluxee France rail show visits merchants nationwide.

Pluxee’s footprint in Brazil’s merchant network.

Transparency and fair practices

Pluxee communicates on a regular basis with its affiliated merchants to understand their needs and gauge their assessment of how Pluxee products and solutions add to their business. Through this process, Pluxee has identified their top priorities which are: to understand the full cost of each transaction; to be able to easily follow reimbursement; to minimize administrative processes; and to access support in the event of an incident or if they have questions.

To meet these expectations, Pluxee provides transparent information about the rules for accepting its products. This is enabled, in particular, by providing a full end-to-end digitized merchant experience, from onboarding to the invoicing process. Pluxee is upfront about commission levels from the onboarding phase, . Additionally, full customer care and administrative support are available on Pluxee’s online Merchant Portal. Pluxee ensures that merchants make affiliation decisions with an optimal level of information and support.

In some countries, the Merchant Portal is a digital full self-service channel for merchants to self-manage their Pluxee products and services, and access additional value-added services. The market segments that benefit from this portal are primarily SME merchants, whether they are independent entrepreneurs or members of chains and federations.

Merchants can also access a Merchant App to manage their services. Extra services can be accessed with Pluxee-on-the-go, and with a simple mobile-based interface. In addition, the Merchant App enables small merchants to transform their mobile phones into a payment terminal, receiving payments from Pluxee cards instantly without any additional hardware or software updates.

Benefits for merchants include a quick and straightforward affiliation, on demand access to transactions that is available at any time of the day or night, information on invoices and reimbursement, requests for faster reimbursement (when the option is available), easy account and point-of-sale management in a few clicks, acceptance of online payments, access to marketing services, and access to third-party services.

The global platform is available in Brazil, Chile, Czech Republic, Panama, Colombia, and Belgium. It will progressively replace local platforms to ensure a seamless user experience.

Moreover, Pluxee offers omnichannel Customer Support (via telephone, e-mail, webforms, and chat) enabling merchants to pick their preferred communication channel. Customer support is available every day and is managed by trained advisors able to handle different types of requests, with the objective of resolving any issue presented during the first contact. In India and Romania, merchants report Pluxee customer support satisfaction rates of 77% and 75% respectively.

Driving traffic and revenue

Pluxee seeks to help local merchants thrive by connecting them with consumers and helping them generate additional sustainable business. More specifically, Pluxee’s Fiscal 2026 goal is to drive eight  billion euros in BVR to SME merchants. In Fiscal 2024, the Group recorded 6.2 billion euros reimbursed to SMEs. As an example of Pluxee’s achievements in this regard, during the period, Pluxee Brazil accredited 102,000 new merchants of which 95% were SMEs, representing 52% growth in accreditation compared to the previous year.

Pluxee’s service has a positive impact in driving sustainable traffic to merchants. The Group’s service has proven the ability to increase average basket/spend at points-of-sale by increasing the end-user’s purchasing power. For example, in the French market, the total amount of meal vouchers issued between 2021 and 2022 showed a growth of almost 10% in value and 6% in volume¹. These figures demonstrate Pluxee’s capacity to develop the restaurant industry by convincing its clients to grant meal vouchers to their employees and consequently increase the number of potential meal voucher end-users that have access to its network of merchants.

To enable more business, Pluxee is supporting merchants through targeted traffic services. The Group provides insight dashboards to merchants from its global merchant portal that include analytics on the consumer profiles that frequent their venue. The merchants can then invest in targeted campaigns. This service has been rolled out in Brazil, Czech Republic, Belgium, and Mexico.

Pluxee also provides marketing services, offering ad campaigns, promotions, and cashback tools to drive targeted traffic to merchants who cannot develop and personalize their own campaigns.

Pluxee aims to provide greater visibility to the merchants from its network who have sustainable practices. Pluxee has successfully launched a new initiative in France in partnership with a community-based platform to promote sustainable consumption behaviors. This enhances visibility of merchants offering healthy, inclusive, and eco-friendly options aligned with consumer preferences. Currently more than 10,000  affiliated merchants offer sustainable products or solutions.

Digital & Financial inclusion

As a tech company, Pluxee’s mission is to support the stakeholders in its ecosystem to leverage digital services for greater impact. Pluxee accomplishes this by providing training to ensure merchants (especially in the SME merchant segment) to acquire all necessary skills to develop their business online. For example, Pluxee Brazil has developed Social Hub to empower women SME merchants in the food sector to build financial independence through education, mentoring, and business opportunities. As a result of this program – run in two editions – more than 1,200  women developed management and entrepreneurial skills via an online platform (specialized courses, complementary activities, recognition, and mentoring) and received certifications. After completing the training, they were all invited to become accredited within the Pluxee merchant network, diversifying the Group’s merchant network and driving revenue to their businesses.

Some small independent business owners may also occasionally lack sufficient resources to purchase and maintain a payment terminal. To support such SME merchants, Pluxee may provide payment terminals to selected merchants. In Tunisia, for example, 1,240 payment terminals have been deployed, representing 20% of Pluxee’s total acceptance network. These payment terminals are able to process transactions with any bank card which ensures the SME owner a broader acceptance capacity.

Pluxee also provides mobile phone-based payment acceptance methods such as QR Codes, to ensure that even the smallest merchants who cannot invest in a sophisticated point-of-sale (POS) system can still accept Pluxee’s payment solutions and be included in its sustainable network. Additionally, this helps SME merchants to reduce their investment and maintenance costs. The app is deployed to enable SME merchants to take digital payments without depending on other local payment partners. The Group has rolled out this solution in Chile, Colombia, Panama Peru, China, and India.

Pluxee believes that by providing a range of payment options, the Group contributes to empowering merchants in their business creation and expansion journey.

Some small merchants may have difficulty accessing financial services. Pluxee aims to support its merchants to access credit and loans they otherwise might not be able to secure as they often lack guarantees. For example, Pluxee Belgium has partnered with a trusted financial service partner that offers fast, flexible financing access to small-sized merchants. As of 2024, Pluxee Belgium has contributed to 114  merchants being able to secure 1.7  million euros in funding.

Pluxee also supports gaining access to specific categories of merchants which may have more difficulty developing their businesses. For instance, in India, social conditioning has prevented women from joining the entrepreneurial journey in the past, and consequently the trend toward broader female representation among merchants is recent. To support existing women entrepreneurs and encourage more women to become entrepreneurs, Pluxee India provides a range of value-added services and store branding material to enhance visibility. Pluxee India has witnessed encouraging growth in the number of affiliated women merchants, which increased by more than 4,200 between Fiscal years 2020 and 2024.

With the increase in the cost of raw materials, Pluxee also looks to support its merchants in finding discounts from suppliers. In Türkiye and Czech Republic, the Group developed the “Merchant pass” card by which merchants can allocate their BVR to a prepaid account/card which they use to purchase supplies at a discounted price from Pluxee’s supplier affiliate networks (typically made up of wholesalers).

Pluxee also aims to support merchants in their access to daily services through Pluxee Assistance, emergency and preventive services at a negotiated discount price. The primary coverage of this service encompasses plumbers, locksmiths, electricians, water supply, cleaning of air conditioning and grease filters, fire extinguisher checks, assistance with computers and electronic devices, and financial advisory services.

Finally, the Group aims to help SME merchants in their ability to provide the same level of benefits as a large corporation to their employees with services such as Pluxee Life Insurance provided to the owner(s) and employee(s) at a negotiated discounted rate. Main coverages include death benefits, disability insurance, medical and dental expenses, hospital expenses, and funeral assistance.

Spotlight on Pluxee’s Support of Small and Medium-Sized Enterprises

Pluxee’s fourth sustainability pillar outlines the Group’s strategies and goals to preserve the environment. The Company’s strong environmental commitment is reflected in its ambitious targets to reduce the GHG emissions generated by its operations. Pluxee also endeavors to amplify environmentally-friendly behavior and habits across its ecosystem, focusing specifically on its communities of consumers and merchants.

Pluxee has set an objective to achieve net-zero emissions by 2035 across its operations and value chain. The Group considers this an essential component of its commitment to operate in alignment with high environmental standards and to ensure a positive impact across the Pluxee ecosystem.

Science-based Targets and Action Plan

Pluxee has established a science-based net-zero target for its worldwide operations.

The first steps in this process were taken in September 2022 when the Group made a commitment to submit its net-zero trajectory to the Science Based Targets initiative (“SBTi”) within two years. The trajectory outlined entails a 90% absolute reduction in Pluxee’s Scope 1, 2, and 3 GHG emissions by Fiscal 2035 from a Fiscal 2017 baseline¹, with near and medium-term targets for achieving the stated goal.

Specifically, Pluxee’s near and medium-term targets are to:

Pluxee’s Net-Zero trajectory

In December 2023 the Science Based Targets initiative verified Pluxee’s net-zero science-based target by 2035, making Pluxee the first company in its industry to have a formal confirmation of its GHG emissions reduction objectives. The Group has developed and is implementing a Global Net-Zero Action Plan to work toward achieving these targets.

To carry out Pluxee’s global action plan, a Net-Zero Steering Committee has been established, through which the 15 highest carbon-emitting operating units across Pluxee meet regularly to share best practices and address common challenges.

Additionally, those 15 countries work to identify opportunities for decarbonization, and fine-tuning of the Group’s GHG emission reduction strategies, with the aim of achieving broader impact. The overall objective of the committee is to ensure that the necessary actions are taken so that Pluxee can achieve its net-zero targets. To this end, Pluxee tracks quarterly metrics and analyzes progress toward the Group’s three climate targets.

The Group’s Climate Impact Manager, who reports to the Head of Sustainability, is responsible for measuring and monitoring GHG emissions, and provides support to local teams seeking to reduce emissions within their operations.

Pluxee’s methodology for measuring its carbon emissions

Pluxee has developed a process to measure direct and indirect carbon emissions across its operating entities, in alignment with the international Greenhouse Gas (GHG) Protocol. The Group relies on the expertise it acquired in the past, and works under the same audited and expert-based methodology² as it did before the spin-off. Pluxee’s scope for this assessment has been structured as follows:

Pluxee’s Direct and Indirect GHG emissions sources, by scope

In alignment with the methodology of the Greenhouse Gas (GHG) Protocol, the calculation of Pluxee’s carbon emissions does not include Scope 3 indirect use-phase of sold products, which encompass products and services purchased using Pluxee’s solutions (such as meals consumed and food). Nevertheless, the Group works to provide reasonable means to mitigate the carbon impact of the products and services purchased with Pluxee solutions (see section 5.5.4).

Pluxee’s greenhouse gas emissions

In Fiscal 2024 Pluxee reduced its carbon footprint within the net-zero target perimeter by 11%, compared to a Fiscal 2017 baseline, driven by the numerous actions taken at the Group and country levels. Pluxee’s global carbon footprint totaled 26,360 metric tons of carbon dioxide equivalent (tCO₂e) emissions in Fiscal 2024, of which 36% were linked to travel and commuting activities; 13% to the production, transport and end-of-life of Pluxee products (cards and vouchers); and 19% to the Group’s direct operations in office buildings and related use of company vehicles.

Carbon emissions net-zero target perimeter

Progress on Pluxee’s net-zero agenda

Pluxee’s Global Net-Zero Action Plan encompasses changes to the Group’s global operations and value chain that it believes will lead to achieving its net-zero targets. The Plan has been translated into concrete actions across the Group’s geographies.

The operating changes called for in the Plan have been consolidated into Traace, a centralized digital platform through which Pluxee monitors progress on its decarbonization strategy. The Traace platform enables each country to test the effectiveness and measure the potential impact of decarbonization activities before they are implemented.

Pluxee is making progress on the achievement of its net-zero targets. The Group expects to meet its net-zero emissions reduction objectives within the planned timeframe, with a specific focus on Scope 1 and 2 in the near-term. In Fiscal 2024 Pluxee succeeded in decreasing its Scope 1 & 2 GHG emissions by decreasing office space, improving energy efficiency, and increasing the Group’s direct sourcing of renewable electricity.

Scope 1 & 2 Carbon Emissions Reduction trajectory toward Net-Zero

Pluxee’s spin-off from Sodexo and activities related to the Pluxee rebranding have had a negative impact on the Group’s indirect, or Scope 3, emissions. Activities such as business travel related to brand launch events, and reissuing physical cards to comply with legal requirements in some countries presented exceptional circumstances that led to an increase in Pluxee’s Scope 3 emissions compared to the previous year. Pluxee’s brand transformation, which is ongoing in Fiscal 2024, is being conducted under clear guidelines to minimize the environmental impact of the Group’s business and commercial activities. These activities include the deployment of Pluxee products (see section 5.5.2) as well as all other marketing collaterals (such as the removal of the Sodexo logo from merchant stickers), and merchandising guidelines (rationale for purchases, local, eco-conceived).

Global electricity consumption and transition to renewables  

Optimizing electricity consumption and transitioning to renewable energy sources at the Group’s sites constitute Pluxee’s key actions on its path to net-zero. The first initiative in this effort aims to reduce electricity consumption by decreasing office space, and opting for certified buildings with optimized electricity efficiency. One of Pluxee’s SBTi commitments is to source 100% of its electricity from renewable sources — wind, solar, geothermal, biomass, or hydropower – by the end of Fiscal 2025.  

Pluxee has developed a global program to source renewable electricity across its operations. The first goal of this program is to source renewable electricity directly from the electricity providers. In countries where this is not possible, Pluxee is purchasing Renewable Energy Attribute Certificates.

In Fiscal 2024, Pluxee consumed 4,146,367 kWh of electricity and increased its sourcing of renewable electricity sources by around +30 points.

Pluxee electricity consumption in kWh and share of renewable electricity

Spotlight on commuting and energy efficiency-optimized offices

The purpose of Pluxee’s risk management and internal control systems is to protect the Group’s business, assets and reputation through:

Risk management is therefore not an isolated process within the organization but an integral part of Pluxee’s governance. It is a continuous process which is executed at all the Group’s locations, locally and globally.

Pluxee inherited a robust risk management system from its past as part of the Sodexo Group, based on the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework, and the internal control reference framework recommended by the French securities regulator (Autorité des marchés financiers – AMF). Following the Group’s recent spin-off from Sodexo, Pluxee has taken measures to enhance its risk management system even further by continuing to invest in the improvement of risk management and internal controls across its entities.

Pluxee’s risk management framework focuses on the Group’s main areas of risk exposure. It provides reasonable assurance that Pluxee can achieve its business objectives and meet its obligations to customers, shareholders, employees, and all stakeholders.

In light of Pluxee’s commitment to ensure that the Group’s risk management activities are an integral part of its business units and processes, the Group has implemented an iterative and continuous risk management process across all its units, designed to identify, assess, mitigate, monitor, and report risks.

Pluxee’s risk management process

The risk management process consists of the following core actions:

(For more on the “three lines of defense model”, see sections 6.1.2.1 and 6.1.2.2).

A network of local internal control managers and coordinators, embedded across the business, supports the deployment of the entire risk management framework

Further, to ensure risk management is not conducted in isolation, risk sponsors (Executive Committee members) and risk owners (the direct reports of Executive Committee members), who together comprise the Risk Committee (see section 6.1.2.4 Supervisory bodies), have been appointed to ensure adequate accountability is given to all functions and that they are all adequately involved in the risk management system. To facilitate these interactions and centralize all data and response actions, a Governance, Risk and Compliance (GRC) software platform is currently being put in place, in line with best practices.

6.1.1.1 Risk identification and assessment

Pluxee is exposed to a variety of risks due to the nature of its business. Within an operating environment that is constantly evolving, the Group relies on an annual process of identification and assessment of risks to enable the organization and its management to anticipate and mitigate risks proactively.

To do so, Pluxee employs a hybrid risk assessment approach, both “bottom-up” from the management of local units, and “top-down” from global management.

The identification and assessment of all Pluxee operating units are also consolidated and analyzed at the regional and global levels to identify trends and common risks for which a regional and/or global response is required. In such cases, risk owners and risk sponsors are involved in the relevant analyses and are accountable for the design of the appropriate mitigating measures.

The results of both the bottom-up and top-down approaches are consolidated and analyzed to update continuously the Group’s risk profile. This is validated by the Risk Committee and shared with Pluxee’s Executive Committee before submission to the Audit Committee and to the Board of Directors.

The Pluxee global risk assessment methodology consists of three stages:

The main risk factors identified for the Pluxee organization are described below in section 6.2 Risk factors.

No significant deficiencies or material weaknesses in the risk management and internal control systems were observed during Fiscal 2024. The risk management and internal control framework is rooted in the Group’s history and has been enhanced to reflect the Group’s operating model.

6.1.1.2 Mitigation

As described above, risk assessment is used to identify, evaluate and prioritize risks. Once they have been assessed, risks are addressed in order to reduce their impact and/or probability of occurring. One way of addressing risks is the implementation of controls. Therefore, controls constitute an important component within the range of measures that are used to mitigate risks at Pluxee.

Consequently, the Group’s internal control procedures are part of an ongoing process of managing the Group’s risk exposure. These policies and procedures cover the parent company as well as all its operating units which are responsible for implementing the instructions and directional guidelines established by executive management, including internal control objectives. Each subsidiary’s internal control system includes both the procedures defined at the Group level and business-specific procedures that take into account the subsidiary’s specific organization, culture, risk factors and operating environment. As the parent company, Pluxee is responsible for ensuring that adequate internal controls exist and are applied, in particular to the accounting, financial and operating procedures of its entities.

As part of its risk governance and management framework, the Group has established a number of Group policies. These policies aim at mitigating the risks to which the Group is exposed. They cover subjects such as information security, payment, finance, human resources, responsible business conduct, and data protection. Policies are regularly updated and approved by the Executive Committee.

To strengthen its risk management capabilities, Pluxee’s Executive Committee has established a Risk Committee. This committee serves as a central platform for Risk Owners to present and discuss mitigation measures for identified risks. By fostering a culture of risk awareness and proactive risk management, the Risk Committee plays a vital role in safeguarding the Group’s assets, reputation, and long-term sustainability (see section 6.1.2.4 Supervisory bodies).

Information Security and Technology (IS&T)

The Group’s IS&T function is composed of the following departments: IT governance and transformation, Technology platforms and operations, Cybersecurity, Data, and IT operating model. These departments contribute significantly to generating growth, boosting efficiency, and ensuring that Pluxee is considered a trusted partner by its key stakeholders thanks to value-added solutions that are delivered and run in an industrialized, efficient and secure manner.

The main Group policies and procedures addressed by IS&T risk mitigation measures are:

Finance

The Group’s Finance function is composed of the following departments: Accounting, Financial Planning and Analysis, Treasury, Investor Relations, Internal Control, Tax, Procurement and Insurance. These departments play a pivotal role in the company’s success. The primary responsibilities of the Finance function include providing accurate financial information and analysis, managing budgets and forecasts, supporting organic and M&A growth, generating and managing cash, managing risk, setting and implementing financial and compliance governance, fostering a culture of financial performance, communicating effectively with stakeholders, ensuring adequate financing, and proactively monitoring and managing group taxes.

Consequently, financial policies establish rules applicable to the above-mentioned areas, such as:

Furthermore, the Group Finance team maintains regular contact with the external auditor, responsible for auditing the financial statements of the Company and the Group in accordance with applicable laws and regulations.

Data Protection

The Data Protection department is part of the Group General Counsel. The mission of this department is to ensure that all Pluxee entities whatever their location comply with the applicable privacy and data protection laws and Pluxee’s global data protection compliance program (for further details of the global data protection compliance program, please refer to section  5.2.2 Privacy, Data Protection, and Cybersecurity). This program relies on a comprehensive framework including all the necessary policies and procedures based on the standards of the European data protection law, namely, the GDPR as well as the tools dedicated to the protection of personal data.

The main policies of the comprehensive framework of Pluxee’s global data protection compliance program are the following: