8.2.4 Related-party agreements (12th resolution)

No new related-party agreements were entered into during the 2021 financial year.

The special report of the Statutory Auditors on related-party agreements is set out on page 382 of the Universal Registration Document. In the twelfth resolution, the shareholders are simply invited to approve this report.


8.2.5 Statutory Auditors (13th resolution)

Ernst & Young Audit was appointed Statutory Auditor at the General Meeting held on May 4, 2016 for a term of six financial years. Its term of office is therefore due to expire at the close of the Combined General Meeting to be held on May 11, 2022.

In the thirteenth resolution, on the recommendation of the Audit and Risks Committee, the Board of Directors proposes that you reappoint Ernst & Young Audit as Statutory Auditor for a term of six years. This appointment will therefore expire following the General Meeting to be held in 2028 to decide on the financial statements of the previous financial year.

Among the audit firms with the size, capacity, competence, efficiency and availability needed to offer a quality service, Ernst & Young Audit has demonstrated the level of quality required by the Group and has been a source of constructive dialogue, which has led to improvements in the Group’s standards. These reasons justify the decision to propose its reappointment. This recommendation respects the maximum terms required by the applicable regulations.

After analysis, the Board of Directors proposes the adoption of the recommendation of the Audit and Risk Committee. Ernst & Young Audit would continue to be represented by Mr. Pierre Jouanne, who has held this position since 2021 and may be replaced during his term.

This proposal complies with the applicable provisions, in particular those of Directive 2014/56/EU (transposed into French law) and Regulation (EU) No. 537/2014 of April 16, 2014 on statutory audits.

Ernst & Young Audit informed the Company in advance that it would accept the renewal of its term of office.

Information on Ernst & Young Audit, and more specifically the fees received for services provided to the Edenred group, is provided in the Universal Registration Document, page 302.

It is further noted that the term of Auditex as alternate Statutory Auditor expires at the close of the Combined General Meeting to be held on May 11, 2022 and that, pursuant to Article L. 823-1 of the French Commercial Code, the Company is no longer required to have alternate Statutory Auditors. Consequently, you are invited to acknowledge the termination of Auditex’s term as alternate Statutory Auditor and neither to reappoint it nor to appoint a new alternate Statutory Auditor.