Core Points - Wendel has scheduled its Shareholders' Meeting for May 15, 2025, at 3 p.m. Paris time [1] - The notice of the meeting has been published in the Bulletin des Annonces Légales et Obligatoires and is available on Wendel's website [2] - Additional documents and information regarding the meeting will be accessible to shareholders starting April 24, 2025, and the meeting will be available via webcast [3] Agenda - April 24, 2025: Q1 2025 Trading update and publication of NAV as of March 31, 2025 [4] - May 15, 2025: Annual General Meeting [4] - July 30, 2025: H1 2025 results and publication of NAV as of June 30, 2025 [4] - October 23, 2025: Q3 2025 Trading update and publication of NAV as of September 30, 2025 [4] - December 12, 2025: 2025 Investor Day [4] Company Overview - Wendel is a leading listed investment firm in Europe, focusing on companies that are leaders in their respective fields [5] - In 2023, Wendel initiated a strategic shift towards third-party asset management of private assets, complementing its principal investment activities [5] - Wendel completed the acquisition of a 51% stake in IK Partners in May 2024 and announced the acquisition of 75% of Monroe Capital in October 2024, managing over 33 billion euros on behalf of third-party investors post-acquisition [5] Ratings and Recognition - Wendel is listed on Eurolist by Euronext Paris and holds a Standard & Poor's long-term rating of BBB with a stable outlook [6] - The company has been recognized for its long-term patronage of the arts, receiving the distinction of "Grand Mécène de la Culture" in 2012 [6]

Core Viewpoint - Wendel has completed the acquisition of a controlling stake in Monroe Capital LLC, marking a significant step in its strategic roadmap to expand its asset management platform, which now manages approximately €34 billion in private assets and is projected to generate around €160 million in Fee Related Earnings (FRE) and €185 million in total pre-tax profit by 2025 [1][10][11]. Acquisition Details - Wendel has invested $1.13 billion to acquire 72% of Monroe Capital's shares, along with rights to approximately 20% of the carried interest from past and future funds, while the sellers retain a 25% stake post-transaction [2]. - The acquisition includes a partnership with AXA IM Prime, which has also acquired a minority equity stake in Monroe Capital, reflecting a strong relationship between the two firms [3]. - An earn-out mechanism is included in the transaction, allowing for a maximum payment of $255 million based on FRE performance thresholds, with potential payment in cash by 2028 [4]. Future Purchase Plans - Wendel has a structured plan to acquire the remaining 25% of Monroe Capital's shares through a series of transactions scheduled between 2028 and 2032, with the purchase price determined by realized FRE growth [5]. Monroe Capital Overview - Monroe Capital, founded in 2004, specializes in private credit solutions and manages over $20 billion in assets across more than 45 investment vehicles, focusing on various strategic verticals including Lower Middle Market Direct Lending and Alternative Credit [6][16]. - The firm has originated over 800 transactions and invested more than $47 billion, achieving a gross unlevered IRR of approximately 10% on its directly originated transactions [7]. Wendel's Strategic Goals - Wendel aims to build a substantial asset management platform that will provide recurring cash flows and exposure to high-performing asset classes, enhancing its dual business model alongside its principal investment activities [9][11]. - The partnership with Monroe Capital is expected to create operational synergies and contribute to Wendel's goal of generating double-digit Total Shareholder Return [11][14]. Leadership Commentary - Wendel's CEO emphasized the importance of this acquisition in scaling its asset management platform and highlighted Monroe Capital's strong performance and strategic positioning in the private credit market [12]. - The partnership with AXA IM Prime is viewed as a significant endorsement of Wendel's asset management model [13].

Group 1 - Wendel's Universal Registration Document for the year ended December 31, 2024, was filed with the French Financial Markets Authority on March 28, 2025, and is available to the public [1] - An English version of the Universal Registration Document will be available on Wendel's website no later than April 8, 2024 [2] - The Shareholders' Meeting is scheduled for May 15, 2025, at 3 p.m. Paris time [3] Group 2 - The agenda includes a Q1 2025 Trading update on April 24, 2025, and the Annual General Meeting on May 15, 2025 [4] - Wendel is one of Europe's leading listed investment firms, investing in companies that are leaders in their fields [5] - In 2023, Wendel initiated a strategic shift into third-party asset management of private assets and completed the acquisition of a 51% stake in IK Partners in May 2024 [5] Group 3 - Wendel manages more than 33 billion euros on behalf of third-party investors and approximately 7.4 billion euros in its principal investments activity [7] - Wendel is listed on Eurolist by Euronext Paris and has a Standard & Poor's long-term rating of BBB with a negative outlook [7]

Core Viewpoint - Wendel successfully placed 30,357,140 shares of Bureau Veritas, representing approximately 6.7% of its share capital, at a price of €27.25 per share, enhancing its financial flexibility and reducing its loan-to-value ratio to approximately 17% [1][5]. Group 1: Transaction Details - Wendel entered into a prepaid 3-year forward sale agreement with BNP Paribas for the shares of Bureau Veritas [2]. - The forward sale transaction will generate net cash proceeds of approximately €750 million, supporting Wendel's transition towards a dual model of Principal Investments and Asset Management [4]. - Wendel also engaged in a call spread transaction to benefit from potential stock price appreciation over the next three years, indicating confidence in Bureau Veritas' value creation potential [3]. Group 2: Financial Impact - The pro forma loan-to-value (LTV) ratio for Wendel is expected to decrease to approximately 17% following the transactions and the acquisition of Monroe Capital [5]. - The offering price of €27.25 per share serves as a reference for the transactions, with the shares sold being borrowed by the forward bank in the market [6]. Group 3: Ownership and Strategic Support - Wendel retains full ownership of the shares and associated double voting rights until the physical settlement of the forward sale transaction, scheduled for March 17, 2028 [8]. - Wendel has committed to supporting Bureau Veritas' management and its Leap|28 strategic plan, reflecting a long-term investment perspective [10].

Core Viewpoint - Wendel has entered into a prepaid 3-year forward sale agreement for 30,357,140 shares of Bureau Veritas, representing approximately 6.7% of its share capital, while retaining 26.5% of the share capital and 41.2% of voting rights, enhancing its financial flexibility by reducing the loan-to-value ratio to approximately 17% [1][4]. Group 1: Transactions Overview - The Forward Sale Transaction involves a prepaid agreement with BNP Paribas for the sale of Bureau Veritas shares, which is expected to generate immediate cash proceeds for Wendel [1][3]. - Wendel has also entered into a call spread transaction to benefit from potential stock price appreciation of up to approximately 15% over the next three years on the shares involved in the Forward Sale Transaction [2]. Group 2: Financial Implications - The proceeds from the Transactions, along with the acquisition of Monroe Capital, are projected to lower Wendel's loan-to-value (LTV) ratio to around 17% [4]. - The Offering for the shares will be launched immediately, with BNP Paribas and Morgan Stanley acting as Joint Global Coordinators [5]. Group 3: Shareholder Rights and Strategic Support - Wendel will retain full ownership of the shares until the physical settlement of the Forward Sale Transaction, which is scheduled for March 17, 2028, and will continue to support Bureau Veritas' management and its strategic plan [7]. - A lockup undertaking of 180 days from the settlement date of the Offering has been agreed upon by Wendel, with customary exemptions [8].

Core Insights - Wendel reported a fully diluted Net Asset Value (NAV) per share of €185.7 as of December 31, 2024, reflecting a year-over-year increase of +16.9% when adjusted for dividends paid [1][5][12] - The company increased its dividend to €4.7 per share, marking a +17.5% rise compared to the previous year [1][6] - Wendel executed a strong portfolio rotation, reallocating over €2 billion in capital, and expanded its Asset Management platform significantly in Europe and the US [1][6][22] Financial Performance - Net income attributable to the Group reached €293.9 million in 2024, a substantial increase from €142.4 million in 2023, primarily due to the disposal of Constantia Flexibles [5][7][58] - The Group's consolidated net sales totaled €8,063.5 million, representing a +13.1% increase overall and +8.4% organically [56][68] - Bureau Veritas, a key asset, contributed positively with a revenue increase of +6.4% year-on-year, reaching €6,240.9 million [29][68] Strategic Developments - Wendel's strategic roadmap, initiated in 2023, focuses on delivering strong and recurring returns to shareholders through active investment and capital allocation [3][11] - The acquisition of Monroe Capital for $1.13 billion is expected to enhance Wendel's third-party asset management capabilities, aiming for a total of over €33 billion in assets under management [22][24][65] - The company aims to achieve €150 million in pre-tax Fee-Related Earnings (FRE) by 2027, leveraging its partnerships with IK Partners and Monroe Capital [24][65] Asset Management Growth - IK Partners reported a revenue of €163.3 million in 2024, up +31% year-on-year, with assets under management growing by +24% to €13.8 billion [25][24] - The integration of asset management activities into Wendel's financials began in 2024, with a valuation increase of €6.0 per share attributed to IK Partners [16][6] - Wendel's dual business model is designed to generate more recurring cash flows and growth, supported by top partners in asset management [9][11] Governance and Leadership - Wendel's Executive Board was reappointed, with Laurent Mignon continuing as Chairman and David Darmon as Deputy CEO, ensuring stability in leadership until April 2029 [4][62] - The company is committed to maintaining an investment-grade financial structure while pursuing its strategic objectives [4][11]

IPO Proceeds and Allocation - The company raised a total of $247.2 million in net proceeds from its initial public offering after selling 21,000,000 ADSs at an initial price of $13.00 per ADS [706]. - Approximately $195.0 million of the IPO proceeds was allocated to the on-demand DMW retail business for sales and marketing, technology infrastructure upgrades, and network expansion [708]. - The company invested around $19.0 million in further expansion of its intelligent fresh market business and technology platform development [708]. - About $8.0 million was used for the development of the retail cloud business, focusing on research and development, product development, and sales and marketing [708]. - The company allocated approximately $11.3 million for general corporate purposes and strategic initiatives, including potential investments and acquisitions [708]. - The total expenses incurred for the IPO amounted to $26.7 million, which included $19.1 million in underwriting discounts and commissions [707]. Financial Risks and Controls - The company does not currently anticipate material risks from changes in market interest rates, as its short-term bank borrowings bear fixed interest rates [691]. - The company has not used any derivative financial instruments to hedge foreign exchange risks, as it does not believe it has significant direct foreign exchange risk [689]. - The company’s operations in the PRC are primarily denominated in RMB, which may affect the value of investments in its ADSs traded in U.S. dollars [690]. Internal Control Weaknesses - As of December 31, 2022, the company concluded that its disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting [711]. - The company identified two material weaknesses in its internal control over financial reporting as of December 31, 2021 and 2022, including insufficient competent personnel and ineffective controls in the Next-Day Delivery business unit [715][717]. - The company has engaged an independent consulting firm to assist in preparing financial reports that comply with U.S. GAAP and SEC reporting requirements [718]. - The company plans to hire qualified accounting and financial personnel to address the identified weaknesses as its business develops [718]. - The company has terminated the operation of the Next-Day Delivery business unit and will conduct a comprehensive review of related policies and procedures [717]. - The company cannot assure that it will continuously implement measures to effectively remediate its material weaknesses or that additional weaknesses will not be identified in the future [719]. - The annual report on Form 20-F does not include an attestation report from the independent registered public accounting firm on internal control over financial reporting as the company qualified as a "non-accelerated filer" [720]. - There were no changes in internal controls over financial reporting that materially affected or are likely to materially affect the company's internal control during the reporting period [721].

Financial Performance - Total net revenues increased from RMB6,001.4 million in 2019 to RMB6,951.5 million (US$1,090.8 million) in 2021, with a net loss of RMB3,849.8 million (US$604.1 million) in the same year[448]. - Total net revenues increased by 13.4% from RMB 6,130.4 million in 2020 to RMB 6,951.5 million (US$1,090.8 million) in 2021, driven by higher product sales[478]. - Sales of products rose by 13.1% from RMB 5,999.7 million in 2020 to RMB 6,786.1 million (US$1,064.9 million) in 2021, attributed to an increase in fulfilled orders and supply chain revenue[478]. - Other revenues grew by 26.5% from RMB 130.8 million in 2020 to RMB 165.5 million (US$26.0 million) in 2021, mainly due to the vending machine business and membership program[478]. - The company incurred a net loss of RMB3,849.8 million (US$604.1 million) for the year ended December 31, 2021, compared to RMB1,649.2 million in 2020[533]. - Net loss expanded from RMB 1,649.2 million in 2020 to RMB 3,849.8 million (US$604.1 million) in 2021, reflecting the overall increase in expenses[486]. Revenue Sources - The on-demand DMW retail business contributed approximately 90% of total net revenue for the year ended December 31, 2021, but was temporarily shut down in July 2022, leading to a significant adverse impact on financial performance[448]. - The intelligent fresh market business and retail cloud services are key strategic initiatives aimed at improving operational efficiency and expanding the customer base[450][452]. Expenses - Technology and content expenses were RMB745.9 million (US$117.0 million) in 2021, reflecting a focus on developing technology platforms and AI capabilities[455]. - Sales and marketing expenses increased to RMB903.3 million (US$141.8 million) in 2021, accounting for 13.0% of total net revenues[456]. - Fulfillment expenses rose to RMB2,121.4 million (US$332.9 million) in 2021, primarily due to product delivery and warehouse operation costs[464]. - Total cost and operating expenses surged by 39.1% from RMB 7,774.4 million in 2020 to RMB 10,812.8 million (US$1,696.8 million) in 2021[479]. - Cost of revenues increased by 24.1% from RMB 4,940.0 million in 2020 to RMB 6,131.0 million (US$962.1 million) in 2021, reflecting the rise in total net revenues[479]. - Fulfillment expenses rose by 34.5% from RMB 1,576.9 million in 2020 to RMB 2,121.4 million (US$332.9 million) in 2021, due to increased order fulfillment and staffing[480]. - Sales and marketing expenses increased by 53.3% from RMB 589.2 million in 2020 to RMB 903.3 million (US$141.8 million) in 2021, driven by higher advertising costs[481]. - General and administrative expenses jumped by 205.0% from RMB 298.8 million in 2020 to RMB 911.2 million (US$143.0 million) in 2021, primarily due to increased share-based compensation[481]. Cash Flow and Liquidity - As of December 31, 2021, the company reported cash and cash equivalents of RMB1,061.0 million (US$166.5 million), an increase from RMB866.1 million in 2020[529]. - The company has been incurring losses from operations since inception, with net cash used in operating activities of approximately RMB2,589.0 million for the year ended December 31, 2021[533]. - The net cash used in operating activities increased from RMB 1,966.9 million in 2019 to RMB 2,589.0 million in 2021, indicating a growing operational loss[540][542]. - The company plans to fund future cash requirements through existing cash balances and potential investments[548]. - The company is in the process of negotiating with potential investors and seeking external financing to improve its liquidity position[534]. Shareholder Information - The company has not paid dividends historically and will not be able to do so until it generates accumulated profits[551]. - The company allows shareholders holding at least one-third of the voting shares to requisition an extraordinary general meeting[638]. - The board of directors has the discretion to decline the registration of any transfer of ordinary shares that are not fully paid up[639]. - The company may issue shares subject to redemption at the option of either the company or the shareholders, as determined by the board of directors[644]. - The company can issue additional ordinary shares without requiring approval from shareholders, as per its memorandum and articles of association[646]. Corporate Governance - The company has established three committees under the board of directors: audit, compensation, and nominating and corporate governance[581]. - The audit committee is responsible for overseeing the accounting and financial reporting processes, including appointing independent auditors[581]. - The compensation committee reviews and approves the compensation structure for directors and executive officers[582]. - The nominating and corporate governance committee assists in selecting qualified individuals for the board and ensuring compliance with corporate governance laws[583]. - The board of directors has the authority to declare dividends and appoint officers, among other powers[585]. Legal and Regulatory Matters - The company is involved in approximately 765 labor disputes in China, with an aggregate claim amount of approximately RMB 40.6 million[593]. - The company has been named as a defendant in approximately 616 lawsuits in China, with claims totaling approximately RMB812.7 million[615]. - The independent review identified questionable transactions in the Next-Day Delivery BU, which may have resulted in inaccurately recorded revenue in financial statements[618]. - The company has begun implementing a remediation plan to enhance internal controls and risk management policies following the review findings[620]. - The company has terminated relationships with suppliers and customers involved in high-risk questionable transactions identified during the review[620].

Financial Data and Key Metrics Changes - GMV reached RMB2.57 billion, representing a 41% year-over-year increase [6] - Total revenue grew 47% to RMB2.12 billion, exceeding the guidance range of 40% to 45% [6] - Gross margin increased by 480 basis points from the second quarter to 12.3%, exceeding guidance by 130 basis points [6][20] - Net loss narrowed, with non-GAAP net margin improving by 517 basis points sequentially [6] Business Line Data and Key Metrics Changes - Online product sales increased by 48.1% to approximately RMB2.1 billion [19] - Other revenues reached RMB43.7 million, a growth of 14.1% [19] - Sales of chilled pork grew by 86% quarter-over-quarter [11] - Private label brand, Xiang An Xin Fresh Joy, expanded to over 200 SKUs with sales growing by 250% quarter-over-quarter [12] Market Data and Key Metrics Changes - The company expanded its DMW business to cover 17 first-tier and second-tier cities [9] - The average value per order maintained an industry-leading position [13] - The average price per order was nearly RMB90, with rider expenses being less than RMB5 per order [39] Company Strategy and Development Direction - The company aims to establish DMW as the primary grocery shopping model for urban consumers [9] - Focus on high-quality and sustainable growth through improved customer shopping experiences and high-value user base cultivation [8] - Plans to expand intelligent fresh market business and retail cloud services to empower traditional retailers [14][15] Management Comments on Operating Environment and Future Outlook - The management noted steady growth in neighborhood-related consumption trends in China [7] - The company expects net revenue for Q4 2021 to be in the range of RMB2,232 million to RMB2,315 million, representing a year-over-year growth of approximately 35% to 40% [24] - Management emphasized the importance of digital transformation and operational efficiency to achieve profitability [25] Other Important Information - Cash and cash equivalents as of September 30, 2021, were RMB2,479.5 million, compared to RMB1,041.5 million at the end of 2020 [23] - The company is focused on improving operational efficiencies and achieving positive operating cash flow [41] Q&A Session Summary Question: Growth drivers and user penetration - Management highlighted that growth is driven by the on-demand DMW retail business and intelligent fresh market model, with potential for increased penetration in first-tier and second-tier cities [28][29] Question: Margin improvement guidance - Management indicated that margin improvement is driven by user growth, operational strategies, and improved customer services [30][31] Question: Fulfillment expenses and government impact - Management noted that fulfillment expenses could be offset by increasing average order value and improving operational efficiencies [36][39] Question: Fresh market business and unit economics - Management confirmed that they are on track to improve unit economics and achieve positive fulfillment profit margins [40] Question: Marketing expenses and customer acquisition - Management stated that they expect a significant reduction in sales and marketing expenses as a percentage of revenue in the coming quarters [47] Question: Average order value and capital sustainability - Management explained that AOV was impacted by seasonal factors and confirmed a good balance on cash and cash equivalents, with no concrete capital raising plans yet [60]

Financial Performance - Total net revenues for Q3 2021 reached RMB2,121.9 million (US$329.3 million), a 47.2% increase from RMB1,441.2 million in Q3 2020[2] - Total GMV for Q3 2021 was RMB2,572.9 million (US$399.3 million), representing a 41.0% increase from RMB1,824.7 million in Q3 2020[2] - Revenue from online product sales increased by 48.1% to RMB2,078.2 million (US$322.5 million) in Q3 2021[7] - The number of orders fulfilled reached 28.7 million in Q3 2021, a 34.4% increase from 21.4 million in Q3 2020[2] - Total net revenues for the three months ended September 30, 2021, were RMB 2,121,932, representing a 47.2% increase from RMB 1,441,187 in the same period of 2020[31] - Sales of products through online platforms reached RMB 2,078,226 for the three months ended September 30, 2021, up from RMB 1,402,868, indicating a growth of 48.3%[31] Profitability and Loss - Non-GAAP net loss attributable to ordinary shareholders was RMB886.5 million (US$137.6 million) for Q3 2021, compared to RMB469.9 million in Q3 2020[12] - The net loss for the three months ended September 30, 2021, was RMB 973,726, compared to a net loss of RMB 482,776 for the same period in 2020, reflecting an increase in losses of 102.0%[31] - Non-GAAP loss from operations for the three months ended September 30, 2021, was RMB 883,532, compared to RMB 476,036 for the same period in 2020, indicating a 85.5% increase[33] - The company reported a total cost and operating expenses of RMB 3,092,664 for the three months ended September 30, 2021, which is a 60.0% increase from RMB 1,930,147 in the same period of 2020[31] - The net loss per share attributable to ordinary shareholders for the three months ended September 30, 2021, was RMB (1.41), compared to RMB (6.06) for the same period in 2020[31] - The company incurred fulfillment expenses of RMB 637,869 for the three months ended September 30, 2021, up from RMB 396,166 in the same period of 2020, marking a 60.9% increase[31] Cash Flow and Liquidity - As of September 30, 2021, cash and cash equivalents totaled RMB2,479.5 million (US$384.8 million), up from RMB1,041.5 million at the end of 2020[14] - The total cash flow from operations for the nine months ended September 30, 2021, was RMB (3,017,324), compared to RMB (1,017,258) for the same period in 2020, indicating a significant increase in cash outflow[34] - Net cash used in operating activities for the three months ended September 30, 2021, was RMB (669,215), compared to RMB (388,521) for the same period in 2020, representing an increase of 72.3%[35] - Net cash used in investing activities decreased significantly to RMB (68,592) for the three months ended September 30, 2021, from RMB (795,015) in the same period of 2020, a reduction of 91.4%[35] - Net cash provided by financing activities turned negative at RMB (247,508) for the three months ended September 30, 2021, compared to a positive RMB 898,298 in the same period of 2020[35] - Cash, cash equivalents, and restricted cash at the end of the period for September 30, 2021, was RMB 2,348,329, up from RMB 930,068 at the end of the same period in 2020, reflecting an increase of 152.5%[35] Assets and Liabilities - Total current assets increased from RMB 1,449,423 thousand as of December 31, 2020, to RMB 3,086,905 thousand as of September 30, 2021, representing a growth of 113%[29] - Total liabilities increased from RMB 3,069,281 thousand to RMB 3,592,387 thousand, reflecting a rise of 17%[29] - The accumulated deficit grew from RMB (9,387,528) thousand to RMB (12,700,814) thousand, indicating a deterioration of 35%[29] - Total assets increased from RMB 2,162,762 thousand to RMB 4,157,469 thousand, marking a growth of 92%[29] - Accounts payable surged from RMB 1,088,431 thousand to RMB 1,651,732 thousand, a rise of 52%[29] - Operating lease right-of-use assets increased from RMB 469,644 thousand to RMB 736,785 thousand, reflecting a growth of 57%[29] Shareholder Equity - Total shareholders' equity improved from RMB (9,435,665) thousand to RMB 565,082 thousand, a significant turnaround[29] - Non-controlling interest was recorded at RMB 8,899 thousand as of September 30, 2021, indicating the presence of minority interests[29] - The weighted average number of ordinary shares for the three months ended September 30, 2021, was 688,715,943, compared to 101,664,001 for the same period in 2020[33] Future Outlook - The company expects Q4 2021 net revenues to be between RMB2,232 million and RMB2,315 million, indicating a year-over-year growth of approximately 35% to 40%[15]