2021 Universal Registration Document

8.4.3 Statutory auditors’ report on the issue of shares and/or various marketable securities with retention and/or cancellation of preferential subscription rights

Combined Shareholders’ Meeting of May 11, 2022 (16^th, 17^th, 18^th, 19^th, and 20^th resolutions)

This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France.

To the Edenred Shareholders’ Meeting,

In our capacity as Statutory Auditors of your Company (the “Company”) and in accordance with the procedures provided for in Articles L. 228-92 and L. 225-135 et seq. as well as Article L. 22-10-52 of the French Commercial Code (Code de Commerce), we hereby report to you on the proposed delegations to the Board of Directors for the various issues of shares and/or marketable securities, transactions on which you are asked to vote.

Your Board of Directors proposes that, having considered its report:

• you delegate it the authority, with the option to subdelegate, for a period of twenty-six months from the date of this Shareholders’ Meeting, to decide on the following transactions, set the final terms and conditions of these issues and, if necessary, cancel your preferential subscription rights:
  • issue, with retention of preferential subscription rights (16^th resolution), (i) of ordinary shares of the Company and/or (ii) equity securities of the Company granting, by any means, immediate and/or future access to other equity securities, whether existing and/or to be issued, of the Company and/or any company in which the Company directly or indirectly holds more than half of the share capital (a “Subsidiary”) and/or to existing equity securities of any company in which the Company does not directly or indirectly hold more than half of the share capital, and/or granting entitlement to debt securities of the Company, any Subsidiary and/or any company stipulated above, and/or (iii) any securities, whether hybrid or not, granting, by any means, immediate and/or future access to equity securities to be issued by the Company and/or any Subsidiary;
  • issue, with cancellation of preferential subscription rights through a public offering other than one of those mentioned in 1° of Article L. 411-2 of the French Monetary and Financial Code (Code Monétaire et Financier) (17^th resolution), (i) of ordinary shares of the Company and/or (ii) equity securities of the Company granting, by any means, immediate and/or future access to other equity securities, whether existing and/or to be issued, of the Company and/or any Subsidiary and/or to existing equity securities of any company in which the Company does not directly or indirectly hold more than half of the share capital, and/or granting entitlement to debt securities of the Company, any Subsidiary and/or any company stipulated above, and/or (iii) any securities, whether hybrid or not, granting, by any means, immediate and/or future access to equity securities to be issued by the Company and/or any Subsidiary, it being specified that such securities may be issued:
    - as consideration for the securities which would be contributed to the Company in the context of a public exchange offer, in France or abroad according to local rules, of securities under the conditions stipulated in Article L. 22-10-54 of the French Commercial Code; and/or
    - following the issue, by a Subsidiary, of securities granting access to the share capital of the Company under the conditions of Article L. 228-93 of the French Commercial Code;
  • issue, with cancellation of preferential subscription rights through public offerings aimed exclusively at a restricted circle of investors acting on their own behalf or qualified investors mentioned in 1° of Article L. 411-2 of the French Monetary and Financial Code (18^th resolution), (i) of ordinary shares of the Company and/or (ii) equity securities of the Company granting, by any means, immediate and/or future access to other equity securities, whether existing and/or to be issued, of the Company and/or any Subsidiary and/or to existing equity securities of any company in which the Company does not directly or indirectly hold more than half of the share capital, and/or granting entitlement to debt securities of the Company, any Subsidiary and/or any company stipulated above, and/or (iii) any securities, whether hybrid or not, granting, by any means, immediate or future access to equity securities to be issued by the Company and/or any Subsidiary, it being specified that such securities may be issued following the issue, by Subsidiaries, of securities granting access to the share capital of the Company;
• you delegate it the necessary authority, for a period of twenty-six months from the date of this Shareholders’ Meeting, to issue (i) ordinary shares of the Company and/or (ii) equity securities of the Company granting, by any means, immediate or future access to other equity securities, whether existing or to be issued, of the Company and/or granting entitlement to debt securities of the Company and/or (iii) any securities, whether hybrid or not, granting, by any means, immediate and/or future access to equity securities to be issued by the Company, in consideration for contributions-in-kind to the Company and comprising equity securities or securities granting access to share capital of other companies (20^th resolution).