• rules for appointing and replacing members of the Board of Directors and amending the Company’s bylaws: see section 6.1.1 of the Universal Registration Document, pages 161 et seq., for detail about the rules applicable for appointing and replacing members of the Board of Directors. No specific rules apply to amending the bylaws outside the applicable laws and regulations;
  • powers of the Board of Directors, in particular as regards share issuances and buybacks: see sections 3.2.3 and 6.1.5.3 of the Universal Registration Document, pages 61 and 198-199, for the list of delegations granted by the General Meeting to the Board of Directors in these areas, and section 6.1.1.3, which sets out the powers of the Board of Directors, pages 180-181;
  • agreements entered into by the Company that would change or terminate in the event of a change of control of the Company, except where this disclosure, other than in the case of legal disclosure requirements, would seriously harm its interests: bond debt for a total of €2,100 million (including several transactions, liable to be redeemed early in the event of a change of control at the individual initiative of a bondholder (Article 4 c – Redemption at the option of the Bond Holders – of the prospectuses of outstanding bonds)) and bonds convertible into and/or exchangeable for new and/or existing shares (OCEANEs) for a nominal amount of approximately €900 million (Article 1.9.1.5 – Redemption at the option of the Bond Holders – of the “Notice to investors – Terms & conditions” issued on September 3, 2019 and Article 1.10.1.5 of the similar document issued on June 9, 2021);
  • agreements providing for the payment of compensation for loss of office or other termination benefits to members of the Board of Directors or to employees if they stand down, resign, are removed from office or terminated other than for gross misconduct or if their employment ends due to a public offer: see section 6.2.1 of the Universal Registration Document, pages 207-208, which provides information on compensation paid to corporate officers.

 

6.3.2 Securities giving access to the share capital

Pursuant to:

  • the delegation granted by the General Meeting of May 14, 2019 (11th resolution), the Board of Directors, at its meeting of July 22, 2019, decided to authorize an issuance of bonds convertible into and/or exchangeable for new and/or existing shares (OCEANEs) for a maximum amount of €500,000,000, and sub-delegated to the Chairman and Chief Executive Officer the power to carry out this issuance. Making use of this sub-delegation, the Chairman and Chief Executive Officer decided, pursuant to the terms of a decision dated September 3, 2019, to launch an issuance of OCEANEs. On September 3, 2019, the OCEANEs were placed in accordance with paragraph II.2 of Article L.411-2 of the French Monetary and Financial Code with qualified investors in France and outside France (with the exception of the USA, Canada, Australia and Japan). The nominal amount of the issuance was €499,999,997.70, divided into 8,179,290 OCEANEs (“OCEANEs 2019”); and
  • the delegation granted by the General Meeting of May 7, 2020 (18th resolution), the Board of Directors, at its meeting of May 10, 2021, decided to authorize an issuance of OCEANEs for a maximum amount of €500,000,000, and sub-delegated to the Chairman and Chief Executive Officer the power to carry out this issuance. Making use of this sub-delegation, the Chairman and Chief Executive Officer decided, pursuant to the terms of a decision dated June 9, 2021, to launch an issuance of OCEANEs. On June 9, 2021, the OCEANEs were placed in accordance with paragraph 1° of Article L.411-2 of the French Monetary and Financial Code with qualified investors in France and outside France (with the exception of the USA, Canada, Australia and Japan). The nominal amount of the issuance was €399,999,983.68, divided into 6,173,792 OCEANEs (“OCEANEs 2021”).

As an indication, in the event that only new Edenred ordinary shares are delivered on conversion of the OCEANEs 2019 and OCEANEs 2021, the resulting conversion would represent a maximum dilution of 5.8% of the Company’s current share capital, on the basis of 14,352,919 ordinary shares outstanding as of the date of the Universal Registration Document.

Reports have been drawn up by the Board of Directors and the Statutory Auditors on the use of these delegations in accordance with the legal and regulatory provisions in force.

At December 31, 2021, 163 shares were delivered upon exercise of the rights attached to the aforementioned OCEANEs 2019.

It is also specified that the maximum number of new or existing shares that may be awarded under performance share plans for which the vesting period is still in progress amounts to 2,120,783 at the date of the Universal Registration Document. A description of the performance share plans appears in the Universal Registration Document, page 222.

The Company has not issued any other securities giving access to the share capital.

 

6.3.3 Shares not representing capital

The Company has not issued any shares not representing capital. There is no other form of potential capital.