8.4.4 Statutory auditors’ report issue of shares or marketable securities giving access to the share capital reserved for the employees who participate in a savings plan of the company
Annual General Meeting held to approve the financial statements for the year ended December 31, 2021 (Twenty-second resolution)
This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Annual General Meeting of Edenred,
In our capacity as statutory auditors of your Company and in compliance with article L. 228-92 and L. 225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report on the proposed issue of shares or securities giving access to the share capital with cancellation of preferential subscription rights reserved for the employees of your Company and group companies in accordance with Article L.225-180 of the French Commercial Code (Code de commerce), and which are included in the consolidation or combination perimeter of financial statements in accordance with Article L.3344-1 of the Labor Code (Code du travail) if they participate in a savings plan of the Edenred Group, an operation upon which you are called to vote.
The total shares number issued or to be issued, immediately or in the future, according to this authorization, that could result from this issue is a maximum of € 9 983 522, as found on this annual general meeting, given that the total nominal amount of increase capital to be realized, immediately or in the future, in compliance with this resolution, shall be deducted from the overall ceiling set in Paragraph 5 of the seventeenth resolution and from the overall ceiling set in Paragraph 3 of the sixteenth resolution of this annual general meeting.
This issue is submitted for your approval in accordance with articles L. 225-129-6 of the French Commercial Code (Code de commerce) and L. 3332-18 etc. of the French Labor Code (Code du travail).
Your Board of Directors proposes that, on the basis of its report, it be authorized for a period of twenty-six months to decide on whether to proceed with an issue and proposes to cancel your preferential subscription rights to the marketable securities to be issued. If applicable, it shall determine the final conditions of this operation.
It is the Board of Directors’ responsibility to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code (Code de commerce). Our role is to report on the fairness of the financial information taken from the accounts, on the proposed cancellation of preferential subscription rights and on other information relating to the issue provided in the report.
We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying the information provided in the Board of Directors’ report relating to this operation and the methods used to determine the issue price of the capital securities to be issued.
Subject to a subsequent examination of the conditions for the issue that would be decided, we have no matters to report as to the methods used to determine the issue price of the capital securities to be issued provided in the Board of Directors’ report.
As the final conditions for the issue have not yet been determined, we cannot report on these conditions and, consequently, on the proposed cancellation of preferential subscription rights.
In accordance with Article R. 225-116 of the French Commercial Code (Code de commerce), we will issue a supplementary report, if necessary, when your Board of Directors has exercised this authorization.
Paris-La Défense, March 18, 2022
The Statutory Auditors
French original signed by
DELOITTE & ASSOCIES
Patrick E. Suissa
ERNST & YOUNG Audit