The maximum amount of issuances that may be carried out under this delegation is set at €9,983,522 (or the equivalent in any other currency or monetary unit established by reference to several currencies) – representing 2% of the Company’s share capital as at the Combined General Meeting of May 11, 2022, unchanged from the maximum amount authorized by the Combined General Meeting of May 7, 2020.
This amount will count towards the ceilings provided for as part of the May 11, 2022 Combined General Meeting, as summarized in the table above.
As part of Article L.3332-19 of the French Labor Code, the issuance price of the new shares or securities giving access to the share capital may neither be higher than the average prices quoted for the Edenred share on Euronext Paris during the 20 trading days preceding the day of the decision setting the opening date for subscriptions nor be lower than this average less the maximum discount provided for by the legal and regulatory provisions in force on the date of the decision.
The previous delegation for the same purpose granted in the 22nd resolution of the May 7, 2020 Combined General Meeting was not used in either 2020 or 2021.
8.2.7 Powers to carry out formalities (23rd resolution)
The purpose of the twenty-third resolution is to grant full powers to the bearer of an original, extract or copy of the minutes of the May 11, 2022 Combined General Meeting to carry out any and all filing, publication and other formalities required by law for the purposes of the resolutions described above.
8.3 Resolutions of the General Meeting
Resolutions to be resolved upon by an Ordinary General Meeting
First resolution
Approval of the Company’s financial statements for the financial year ended December 31, 2021
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ Report on the Company’s financial statements for the financial year, approves the Company’s financial statements for the financial year ended December 31, 2021, as presented, as well as the transactions reflected in those financial statements or summarized in those reports and which show, for the said financial year, net accounting profit of €331,208,273.25.
In application of Article 223 quater of the French General Tax Code (Code général des impôts), the General Meeting approves the total amount of non-deductible expenses and charges for tax purposes referred to in Article 39, paragraph 4 of the said code, which amounted to €274,451 for the past financial year, and the tax paid pertaining to those expenses and charges, which amounted to €72,730.
Second resolution
Approval of the consolidated financial statements for the financial year ended December 31, 2021
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ Report on the consolidated financial statements for the financial year, approves the consolidated financial statements for the financial year ended December 31, 2021, as presented, as well as the transactions reflected in those financial statements or summarized in those reports and which show, for the said financial year, consolidated net profit of €312,502,000.
