About WEX

WEX Inc. (WEX) owns and operates a B2B ecosystem that helps the company’s customers overcome highly manual processes and reconciliations, navigate the complexity of consumer driven healthcare benefits, and solve their administrative challenges. WEX offers the marketplace a unique combination of capabilities to simplify complexity, thereby setting WEX’s offerings apart from those of the company’s competition, including: Global commerce platform. The company’s technology is engineered and operated with global scale and reliability. The company have invested heavily, and expect to continue to invest, in technology. Using the company’s technology, its customers have trusted the company to conduct hundreds of billions of dollars in money movements in more than 20 currencies. The company’s products and services play integral roles in the infrastructure of businesses. Personalized solutions, seamlessly embedded. WEX is a leader in the company’s end markets with solutions shaped by customer focused innovation and deep industry expertise. Both in the company’s direct-to-corporate and partner channels, the company’s solutions focus on simplifying the business of running a business by deeply embedding the company’s solutions within its end customer workflows. Insights that power success. Customers look to WEX for a powerful combination of specialized expertise and rich data to assist them in driving better decisions, moving more quickly, and in dealing with risk. The company puts control in the hands of its customers. The company markets its products and services using the WEX brand name globally, as well as other brand names, such as FleetOne, EFS, and benefitexpress in the U.S. and eNett and Go Fuel Card in Europe and Motorpass in Australia. Ecosystem of Solutions WEX offers solutions that organizations use to drive efficiencies and manage risk. These solutions, which share and benefit from the company’s underlying capabilities, are provided across the following three business segments: Mobility WEX reimagines mobility across fleets of all sizes. WEX has more than 600,000 mobility customers worldwide. Benefits WEX simplifies administration of benefits for employers, including consumer directed health accounts in the United States both directly and through partners. The company serves more than half of the Fortune 1000 companies in the United States. Corporate Payments WEX is both one of the largest commercial payment companies in the world, as well as a trusted technology partner for some of the largest organizations in the world. WEX is unique in the company’s space as the company couples wholly owned market leading technology with a global issuing and funding capability. The company’s wholly owned subsidiary, WEX Bank, funds the majority of the company’s Mobility and Corporate Payments operations, provides the company with a number of services, including credit adjudication, and is a depository institution for certain HSA cash assets. The company’s ownership of WEX Bank provides the company with a competitive advantage through access to low cost sources of capital and liquidity and enables the company to design funding solutions for customers that complement the company’s technology solutions. The company’s ecosystem of solutions provides the company with multiple and diverse levers and opportunities to help WEX achieve its financial and business goals. Goals include winning new customers, growing the company’s share of wallet, expanding and diversifying the company’s offering, deepening the company’s global presence, and executing strategic mergers and acquisitions. The company’s existing and evolving technology, talented workforce, and robust customer and partner footprint all continue to drive the company’s business forward and the company expects will help the company achieves its goals. The company has established a growth engine in large end markets and the company is a leader in the markets in which the company participates. Seasonality Certain parts of the company’s business are affected by seasonal variations. For example, in a typical year, fuel prices are typically higher during the summer and online travel sales are typically higher during the third quarter. In addition, the company experiences seasonality in its Benefits segment as consumer spend is correlated with insurance deductibles, typically resulting in higher spend in the early part of the year (year ended December 2023) until employees meet their deductibles. Business Acquisitions During the third quarter of 2023, the company acquired a collection of entities from Ascensus, LLC that provide employee health benefit accounts. The technology of these acquired entities complements the company, while increasing its scale in the Benefits space and expanding the company’s Benefits product offering with their Affordable Care Act compliance and dependent verification capabilities. During the fourth quarter of 2023 the company acquired Payzer, a leading cloud-native field service management software provider. The company expects Payzer to strengthen the company’s relationships with vertical customers in the company’s Mobility segment, allowing the company to match the company’s payments capabilities with integrated software that creates durable value to the company’s customer base. Payzer's high-growth, top-tier service offering and feature set, which includes end-to-end business management software and enables a wide range of payment solutions, is at the convergence of SaaS and payments. Business Segments Mobility segment Within the company’s Mobility segment, WEX is a leader in fleet vehicle payment solutions, transaction processing, and information management services. The company addresses the marketplace through three different business units. North American Fleet. Addresses the needs of businesses that utilize primarily light and medium duty vehicles central to the operation of the service economy in North America. Over-the-Road. Addresses the needs of businesses that utilize primarily medium and heavy duty vehicles central to the operation of the freight economy in North America. International Fleet. Addresses the needs of businesses that utilize primarily light and medium duty vehicles central to the operation of the service economy outside of North America inclusive of the company’s Fleet portfolios in Europe and Asia-Pacific. As of December 31, 2023, more than 19 million vehicles used the company’s solutions for fleet management. Solution The company’s key source of differentiation in the Mobility segment is the enhanced data and controls the company provides fleet operators based on the company’s proprietary closed loop payments network. This proprietary closed-loop network enables the company to capture rich data, deploy custom controls, and establish the economics between fleets and merchants. The company’s data and tools allow fleet owners and managers to control spend and limit fraud while optimizing their fleet operations. At the point-of-sale, the company captures an array of information. Examples of information captured, which varies by type of customer, include the amount of the purchase, the driver, the vehicle, the odometer reading, the fuel or vehicle maintenance provider, and the items purchased. The company provides standard and personalized information to customers through vehicle analysis reports, custom reports, and the company’s websites. The company also alerts customers of unusual transactions or those that fall outside of pre-established parameters. Customers can access their account information through the company’s platform including account history and recent transactions and download the related details. In addition, fleet managers can elect to be notified when limits are exceeded in specified purchase categories, including limits on transactions within a time range and gallons per day. In the over-the-road space, the company additionally offers fleets customizable payment solutions, including real-time interactive and seamless interfaces delivering data integrity, alternative payment and money transfer options, comprehensive settlement solutions, real-time reports and analytics for compliance and cost-optimization and fuel reconciliation and mobile optimization tools. In conjunction with the above, the company offers its mobility customers the following additional products and services: Account activation and account retention: The company provides activation and retention services that promote the adoption and use of the company’s products. Authorization and billing inquiries and account maintenance: The company handles authorization and billing questions, account changes, and other issues through the company’s dedicated contact centers, which are available 24 hours a day, seven days a week. Self-service options are also provided through the company’s online tools. Account management: The company assigns account managers to customers who operate large fleets. The company’s account managers have in-depth knowledge of both the company’s programs and the objectives of the fleets they service. Credit and collections services: The company extends short term credit in the majority of Mobility transactions. Related to this service the company has developed proprietary account approval, underwriting, credit management, and collections programs. Merchant services: The company’s representatives work with fuel and vehicle maintenance providers to enroll these providers in the company’s network, test all network technology, and provide training on the company’s processes. Analytics solutions: The company provides customers with access to analytics platforms and custom reporting tools targeted toward identifying cost savings opportunities and managing their fleet. Ancillary services and offerings: The company provides a variety of ancillary services and tools to fleets to help them better manage expenses and capital requirements. Additionally, beginning in November 2023, the company provides a cloud-native software solution that has various capabilities, including scheduling, dispatch navigation, marketing and payment acceptance, to mobility field service customers in HVAC, roofing and other similar verticals. Building upon the company’s historical ICE-related fleet solutions, the company is working on solutions that will ease the integration of EVs into mixed fleets. The company is well positioned to help its customers transition to an expected mixed-fleet future. As fleet owners look to add vehicles powered by alternative energy sources, such as EVs, the company is building on its deep experience in fleet and mobility in an attempt to develop and provide solutions to address specific customer needs, including charging, EV transition planning, and tools to successfully manage a mix of vehicle types ranging from connectivity to advanced route planning and carbon emissions reporting. Payment processing transactions are the primary revenue source in the Mobility segment. Revenue is earned based on a percentage of the aggregate dollar amount of the customer’s purchase, a fixed amount per transaction, or a combination of both. In a typical domestic payment processing transaction for which the company extends short-term credit to the fleet cardholder, the company pays the merchant for the purchase price, less the fees the company retains and records as revenue according to their specific merchant agreement, which generally occurs within ten days. Revenue from the company’s WEX Europe Services and Go Fuel Card operations is primarily derived from the difference between the negotiated price of the fuel from the supplier and the price charged to the fleet customer. The company collects the total purchase price from its North America and international Mobility customers, typically within 30 days from the billing date. In the company’s over-the-road fleet business, the amount of time between when the company pays the merchants and collect from the company’s customers is significantly reduced relative to a typical North America or International Fleet transaction. There are instances, primarily within the company’s over-the-road business, in which WEX processes a fleet customer transaction with the merchant bearing the credit risk and collecting the receivable from the fleet. In addition to revenue derived from payment processing transactions, the company recognizes account servicing revenue on fees charged to the cardholders, finance fee revenue on overdue accounts and other revenue on transaction processing revenue and miscellaneous other products and services. Distribution The company markets its Mobility products and services both directly and indirectly to businesses and government agencies with fleets of commercial vehicles, including fleets of all sizes, and over-the-road, long haul fleets. The company’s direct product suite includes payment processing and transaction processing services, WEX branded fleet cards in North America, and Motorpass branded fleet cards in Australia. Additionally, the WEX products and services are marketed under the EFS, EFS Transportation Services, T-Chek, and Fleet One network brands. The company also markets its products and services using the WEX network indirectly through co-branded and private label relationships. With a co-branded relationship product, the company markets its products and services for, and in collaboration with, fuel providers and fleet management companies using their brand names and the company’s logo on a co-branded fleet card. These companies seek to offer the company’s payment processing and information management services as a component of their total offering to their customers. The company’s private label programs market its products and services for, and in collaboration with, fuel retailers, using only their brand names. The fuel retailers with which the company has formed strategic relationships offer the company’s payment processing and information management products and services to their customers in order to establish and enhance customer loyalty. These fleets use these products and services to purchase fuel at locations of the fuel retailer with whom the company has the private label relationship. Competition The company competes against similar more specialized offerings from Fleetcor, U.S. Bank Voyager, Radius Payment Solutions, DKV, and Edenred. Benefits segment The company’s Benefits segment simplifies the business of administering and managing employee benefit plans. The company provides SaaS software with embedded payment solutions and plan administration services for consumer-directed health benefits, COBRA accounts, and benefit enrollment and administration. In addition, WEX and WEX Bank provide custodial and depository services, respectively, with respect to HSAs. Solution The company’s products simplify the process of navigating and managing employee benefits for plan administrators, employers, and plan participants and their families. The company’s solutions power a variety of benefit plans, including HSAs, FSAs, HRAs, Lifestyle Spending Accounts, COBRA accounts, wellness incentives, Medicare Advantage supplemental benefits, commuter benefits, and other account-based benefit plans. The company also provides the software that enables employees to choose and enroll in their benefits and manage those benefits throughout the plan year. In addition, WEX Inc. is an IRS-designated non-bank custodian of HSA assets. The following summarizes the company’s key products and services within the Benefits segment: Consumer-directed benefits. The company provides a software platform for record-keeping and administration of account-based benefit plans, which reimburse eligible expenses incurred by plan participants and their eligible dependents. The company also provide debit card processing services to enable immediate electronic reimbursement. Non-bank custodial services. The company provides non-bank custodial services for HSAs, with consumer balances placed at a variety of bank depositories, including WEX Bank. COBRA administration. The company provides a software platform for the administration of COBRA plans. In addition, the company collects and processes consumer premium payments. Enrollment and benefits administration. The company provides a software platform that guides employees through their benefits options and enables them to enroll in the plans and access and manage their benefits information throughout the year. Administrative services. The company provides a wide range of benefit plan administration services, including employer and participant service, claims administration, and reporting. The company simplifies plan administration and management by providing a feature-rich software platform that automates and streamlines processes for stakeholders. In addition, through robust data analytics, the company helps administrators and employers understand consumer usage and engagement and benchmark against firms of similar size, geography, and industry. These same capabilities enable the company to help consumers navigate their choices and make informed decisions about how to use their benefits. The company’s ability to gain rich insights from its expansive database enables the company to provide personalized, relevant messages to consumers that connect with them where they are. The company also enables administrators to compare their performance against their peers on dozens of metrics related to growth, operating efficiency, and consumer experience. The company’s products are designed to reduce friction, lower administrative costs, and provide a more elegant user experience. Participants can use the company’s web portal and mobile app to access and manage their benefits at anytime from anywhere. The company’s platform supports a multitude of benefit plan types, enables customization of plan design, and is extendable to power new benefit offerings in a dynamic market, consistent with the increasing importance of choice in employer benefit strategy. The company’s solutions are deployed flexibly, from software-only to full benefit administration, with a wide range of options in between. The company’s revenues derive primarily from three sources: Per participant per month fees charged for the company’s software and administrative services. Interest on deposits and fees related to cash balances in HSAs over which WEX Inc. is the custodian. Interchange on debit cards used by plan participants and their dependents to pay for eligible expenses from their benefit plan. Distribution The company distributes its software and payment solutions through a variety of partners, such as third-party administrators, financial institutions, payroll providers, and health plans. These partners use the company’s software and payment solutions in their administration of employee benefit plans for their employer clients. The company’s team works with these partners to help them deploy go-to-market strategies and tactics to grow their business. In addition, the company provides business process outsourcing of administrative services on behalf of certain partners. The company distributes full administrative services to the employer market directly and through brokers and consultants. The company’s solutions can be fully white-labeled, co-branded, or WEX-branded. The company’s flexible distribution capabilities enhance its ability to penetrate the company’s addressable markets through hundreds of partners as well as direct to employer. The company had an average of approximately 19.9 million SaaS accounts on its platform during the year ended December 31, 2023. Competition In the company’s partner channel, the company competes with other specialized providers of similar benefit solutions, such as Alegeus Technologies and Nations Benefits, providers of core banking platforms, such as FIS, Fiserv, and Jack Henry, as well as proprietary technology solutions developed and maintained in-house by plan administrators. In the company’s direct channel, the company competes with providers of consumer-directed benefit and COBRA administration, as well as providers of benefit enrollment software and services. Competitors in this segment include companies such as HealthEquity, Alight Technologies, Businessolver, and Inspira Financial. Corporate Payments segment The company’s Corporate Payments segment focuses on the complex payment environment of global B2B payments. The company’s capabilities and solutions broadly fall into two categories: Embedded Payments. The company’s primary service offering is to enable customers to utilize its highly scalable and vertically integrated payments solutions to integrate into their own workflows. Customers access the company’s capabilities primarily via its proprietary set of application programming interfaces (‘APIs’). The company combines wholly-owned and developed cloud-based technology along with the company’s wholly-owned and operated global financial services capabilities, inclusive of WEX Bank and the company’s various electronic money institutions around the world, to satisfy the commercial payments needs of the company’s customer base. The company’s end customers are primarily using its services to create and use virtual credit cards to satisfy payment obligations in their business models. Customers for this solution include OTAs, tour operators, and airlines, as well as non-travel customers, such as financial technology firms that focus on spend management, accounts payable automation, insurance payments, and media payments. Accounts Payable (AP) Automation and Spend Management. Built on top of the company’s embedded payment capabilities, the company’s AP Automation and Spend Management capabilities provide an enhanced user interface and Enterprise Resource Planning (‘ERP’) software integration points for organizations to manage their AP Automation and Spend Management functions. The company’s solutions in this space address corporations of all sizes and are sold direct to customers and also white-labeled by leading financial institutions who license the company’s technology. Solution The Corporate Payments segment allows businesses to centralize purchasing, simplify complex supply chain processes, and eliminate the paper check writing associated with traditional purchase order programs. It also enables technology companies and innovators across the globe to streamline their payment needs with a single, integrated technology and issuing partner. At the core of the company’s Corporate Payments product set is a virtual card. The company’s virtual payments capability is used for transactions where no physical card is presented, including transactions that are increasingly completed online in a digitally connected world, but can also be used over the telephone, by mail, by email, or by fax. Each transaction is assigned a unique VCN on either of the Mastercard or Visa networks, with a customized spend limit, expiration date, and various other purchase controls. These controls are in place to limit fraud and unauthorized spending. The unique VCN limits purchase amounts and tracks, settles, and reconciles purchases more easily, creating efficiencies and cost savings for the company’s customers. The company’s virtual card solution combines (i) wholly-owned, end-to-end highly reliable technology, (ii) global currency capabilities with over 20 currencies active, and (iii) a wholly-owned global compliance and funding mechanism that allows WEX to be the issuer in addition to the payment processor. The use of a commercial virtual card is particularly appealing for its ability to easily reconcile, protect against fraud, provide chargeback protections, have global currency capabilities, and generate rebates through interchange economics. The company surrounds its core virtual card capabilities with a set of additional solution features to serve the company’s customers. For the company’s embedded payments solution, these capabilities include: (i) more than a dozen customized data fields that allow customers to tie together information, such as invoice numbers, booking numbers, or purchase orders that enable industry-leading automated reporting and reconciliation benefits, (ii) a wide variety of different virtual card products with each of the card associations to optimize card acceptance and interchange yield, (iii) bank transfer and check issuance capabilities, (iv) modern, RESTful API, with associated, developer-focused explanation of use, and (v) the ability to optimize the company’s systems and processes for bespoke solutions to large customer needs. For the company’s AP automation and spend management solution, these capabilities include: (i) customizable integrations with different ERPs, (ii) enhanced AP data analysis and supplier enablement teams focused on increasing card acceptance, (iii) a wide variety of different virtual card products with each of the card associations to optimize card acceptance and interchange yield, (iv) bank transfer and check issuance capabilities allowing WEX to fulfill full AP file needs, and (v) different user interfaces oriented toward more simple small business needs, as well as complex corporate needs. The vast majority of the segment’s revenue is derived from net interchange revenue, which is the gross interchange created by the issuance, authorization, settlement, and clearing of card network spend less rebates paid to customers. For the company’s embedded payments offering used by leading technology companies across various industries, the company’s net interchange rate is lower than that on the company’s direct-to-corporate AP automation and spend management solution. Due to the largely fixed or semi-fixed cost nature of the company’s solution, this segment benefits from a high variable margin contribution. A portion of revenue is derived from licensing fees the company charges to partner financial institutions who white-label the company’s AP automation and spend management solution. These financial institutions pay a technology fee as a percentage of the spend that the software enables them to issue. Distribution The company markets its Corporate Payments segment products and services both directly and indirectly to new and existing customers in a variety of models. Within the company’s embedded payments solutions, the company focuses on direct sales to leading companies in the travel, fintech, insurance, consumer bill pay, and media verticals. The company’s customers’ product set is largely focused on aggregating and managing large amounts of payments where a commercial payment solution is required. Within the company’s AP Automation and Spend Management solutions, the company focuses on both direct sales to businesses, as well as empowering financial institutions to serve their customers directly using the company’s technology. The company’s direct sales team focuses on new sales directly to mid- and large- corporations where the company’s custom ERP integration and supplier enablement functions help them turn their AP function from a highly manual and costly endeavor to a highly automated and revenue generating function. The company’s AP Automation and Spend Management solutions are also white labeled for financial institutions and the company powers some of the world’s leading financial institutions offering the company’s white labeled technology to their corporate customers. Competition The company competes against specialized financial technology firms that are focused on delivering processing capabilities to the marketplace, such as I2C, Global Payments, and Marqeta, in partnership with partner banks who provide payments services, such as Cross River Bank, Celtic Bank, MVB Bank, or Sutton Bank. The company also competes with financial technology firms focused on accounts payable and spend management, such as Adyen, ConnexPay, and Stripe. Strategy As a continuing innovator in the payments and business technology industry, WEX has significant experience in bringing and expanding the company’s solutions to customers and markets. The company’s strategies are to deliver the solutions that serve the company’s customers’ businesses; deliver a suite of solutions specifically tailored to help the company’s customers tackle some of their most complex pain points; continue to expand the company’s use of AI, machine learning, and other innovative tools to ensure the company can scale with its growth while managing risk both for ourselves and the company’s customers; win new customers; grow share of wallet; expand & diversify offerings; deepen global presence; and view growth through strategic acquisitions as an attractive use of capital to bring further scale and diversification to the company’s offerings. Regulation and Supervision The company is subject to direct supervision and periodic examinations by various governmental agencies and industry self-regulatory organizations that are charged with overseeing the kinds of business activities in which the company engages, including the UDFI, the FDIC, the SEC, and a number of state and foreign regulatory and licensing authorities. As an industrial bank organized under the laws of the State of Utah that does not accept demand deposits that may be withdrawn by check or similar means, WEX Bank meets the criteria for exemption as an industrial bank from the definition of ‘bank’ under the Bank Holding Company Act. As a result, WEX Inc. is generally not subject to the Bank Holding Company Act. WEX Bank is, however, subject to examination and supervision by the FDIC and the UDFI. Sections 23A and 23B of the FRA and the implementing regulations limit the extent to which the company can borrow or otherwise obtain credit from, or engage in, other ‘covered transactions’ with WEX Bank. These rules also require that the company or any of its affiliates (as such term is defined in Section 23A of the FRA) engage in transactions with WEX Bank only on terms and under circumstances that are substantially the same, or at least as favorable to WEX Bank, as those prevailing at the time for comparable transactions with nonaffiliated companies. The CFPB is also engaged in regulating the payments industry, including with respect to prepaid cards under Regulation E, which imposes requirements on general-use prepaid cards, store gift cards and electronic gift cards, which comprise a limited number of WEX products. In addition, the Federal Trade Commission Act prohibits unfair or deceptive acts or practices in or affecting commerce for entities, including WEX and its subsidiaries that are not directly regulated by the CFPB. The company must verify the identity of customers, monitor and report unusual or suspicious account activity, as well as transactions involving amounts in excess of prescribed limits, and refrain from transacting with designated persons or in designated regions, in each case as required by the applicable laws and regulations (such as the Bank Secrecy Act and regulations of the United States Treasury Department and the Internal Revenue Service in the United States). In addition to the applicable U.S. laws and regulations, the company is subject to various international laws and regulations aimed at combating money-laundering and terrorism, including: In Canada, Freezing Assets of Corrupt Foreign Officials Act, Justice for Victims of Corrupt Foreign Officials Act, Listed Terrorist Entities under the Criminal Code, Special Economic Measures Act, United Nations Act and their respective regulations; In the EU, the Fourth and Fifth Anti-Money Laundering Directives (2015/849/EU) and (2018/843/EU), and the EU’s economic sanctions regime; In the U.K., Proceeds of Crime Act 2002 (as amended), Terrorism Act 2000 (as amended by the Anti-terrorism, Crime and Security Act 2001), Money Laundering Regulations 2017 (as amended), Counter-terrorism Act 2008, Schedule 7, Financial Sanctions - HM Treasury Sanctions Notices and News Releases; In Australia, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, the Anti-Money Laundering and Counter-Terrorism Financing Rules, Autonomous Sanctions Act 2011, the Australian Autonomous Sanctions Regulations 2011, the Charter of the United Nations Act 1945 (the United Nations Act) and its sets of regulations; and In Singapore, the Corruption, Drug Trafficking and other Serious Crimes (Confiscation of Benefits) Act 1992, the Terrorism (Suppression of Financing) Act 2002 and various Monetary Authority of Singapore (‘MAS’) regulations, notices, guidelines and guidance relating to sanctions and anti-money laundering. The products that WEX Health’s software and payment solutions support are subject to various state and federal laws, including the Patient Protection and Affordable Care Act (the ‘ACA’) and the Health Care and Education Reconciliation Act (collectively referred to as ‘Health Care Reform’), and regulations promulgated by the Internal Revenue Service, the Department of Health and Human Services, the Department of Labor, and similar state laws and regulatory authorities. Under the Financial Services Modernization Act of 1999, also referred to as the Gramm-Leach-Bliley Act (‘GLBA’), and certain state laws, WEX Bank is required to maintain a comprehensive written information security program that includes administrative, technical and physical safeguards relating to consumer information. In addition to federal privacy laws with which the company must comply, states also have adopted statutes, regulations and other measures, such as: (i) the California Consumer Protection Act, as amended by the California Privacy Rights Act, effective January 1, 2023 (together, the ‘CCPA’); (ii) the Virginia Consumer Data Protection Act, effective January 1, 2023; (iii) the Colorado Privacy Act, effective July 1, 2023, (iv) the Connecticut Data Privacy Act, effective July 1, 2023; and (v) the Utah Consumer Privacy Act, effective December 31, 2023. WEX and WEX Bank are also subject to certain international privacy and data protection laws. For example, in Europe and the United Kingdom, the General Data Protection Regulation (‘GDPR’) and the UK GDPR applies to all companies processing data of EU/UK residents, regardless of the company’s location. Additionally, the company is subject to other international and data protection laws in certain jurisdictions, including: In Canada, the Personal Information Protection and Electronic Documents Act and provincial-level private sector privacy legislation enacted in Alberta, British Columbia, and Quebec; In Australia, the Privacy Act (1988) and the Australian Privacy Principles; and In Singapore, the Personal Data Protection Act 2012. With respect to the company’s healthcare services only, the company has certain obligations under the Health Insurance Portability and Accountability Act of 1996 (‘HIPAA’) and its implementing regulations, as amended by the Health Information Technology for Economic and Clinical Health Act (‘HITECH’). The company uses direct email marketing and text-messaging to reach out to customers and therefore are subject to various statutes, regulations, and rulings, including the Telephone Consumer Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act and related Federal Communication Commission orders as well as similar international legislation such as Canada’s Anti-Spam Legislation, which regulates the sending of commercial electronic messages. The company’s European operations are subject to laws and regulations governing payment services, including under the Payment Services Directive (EU 2015/2366 PSD2) and the Electronic Money Directive (2009/110/EC EMD2). Optal Financial Europe Limited (‘OFEL’) is an Irish authorized electronic money institution, authorized under the European Communities (Electronic Money) Regulations 2011, as amended (which implements 2EMD). WEX’s operations in the United Kingdom are also subject to applicable laws and regulations governing payment services. Optal Financial Limited (‘OFL’) is authorized as an electronic money institution under, and must comply with, the Electronic Money Regulations 2011 (‘EMRs’) and the Payment Services Regulations 2017 (‘PSRs’). It is supervised by the Financial Conduct Authority (‘FCA’) and is subject to the FCAs ‘Principles for Business’. In addition to the PSRs and the EMRs, OFL must also comply with the following anti-financial crime regulations: The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended); and the Proceeds of Crime Act 2002 (as amended). Further, OFL must comply with the UK sanctions regime which imposes serious and extensive restrictions on dealing with designated persons or entities. In Singapore, WEX Finance Inc. and Optal Singapore Pte Ltd are licensed to carry on the business of issuing credit cards and/or charge cards and must comply with the Banking Act 1970 and the applicable sections of the Payment Services Act 2019 (‘PSA’). These entities are supervised by the MAS. eNett International (Singapore) Pte Ltd holds an Australian Financial Services License (‘AFSL’) granted by the Australian Securities and Investments Commission, which authorizes it to provide a non-cash payment facility to wholesale customers. Optal Australia Pty Ltd holds an intermediary authorization under eNett International (Singapore) Pte. Ltd’s AFSL. Any material failure by the company to comply with the rules and regulations to which AFSL holders are subject could result with the company incurring sanctions up to and including suspension or relinquishment of the company’s license. WEX entities providing payment services to Australian customers must also comply with the Payment Systems (Regulation) Act 1998. WEX Australia Pty Ltd, WEX Fuel Cards Australia Ltd and WEX Prepaid Cards Australia pty Ltd operate within a framework of regulatory relief and exemptions afforded them on the basis that they satisfy the requisite conditions. WEX is a global business and is required to comply with anti-bribery and corruption laws in the jurisdictions it operates within, including but not limited to, the FCPA, UK Bribery Act 2010 (‘UKBA’), the Canadian Criminal Code and Corruption of Foreign Public Officials Act and the Singapore Prevention of Corruption Act 1960. As a U.S. Internal Revenue Service approved passive non-bank custodian for HSAs, WEX Inc. is subject to the provisions of Treasury Regulations Section 1.408-2(e) (the ‘Treasury Regulations’), including the net worth, surety bond, recordkeeping, audit, and administration of fiduciary duties requirements, among other requirements. History The company was founded in 1983 as a Maine corporation. It was incorporated in 2004. The company was formerly known as Wright Express Corporation and changed its name to WEX Inc. in 2012.