Shareholders’ agreement(s) on the securities making up the Company’s capital
Voting rights of the shareholders
As of December 31, 2021, each Edenred share entitled its holder to one vote, with the exception of treasury shares.
However, Article 24 of the Company’s bylaws states that, under certain circumstances, a voting right that is double that of a right attached to the other shares, regarding the proportion of the share capital that they represent, is attributed to all the shares that are fully paid up and for which proof can be provided of registration of at least two years in the name of the same shareholder (see section 188.8.131.52 “Rights attached to the shares”, page 224).
Agreement(s) that may lead to a change of control
3.2.2 Employees’ interests in Edenred’s capital
(a) Employee stock ownership
At December 31, 2021, the proportion of share capital held by employees was 0.4%.
(b) Information on stock option plans for employees
The last stock option plan for certain Group employees or corporate officers (2012 plan) expired on February 27, 2020.
No stock options were granted to Group employees or corporate officers during the 2021 financial year. Moreover, the Board of Directors has no ongoing authorization granted by the General Meeting for the issuance of stock options.
Stock options granted to and exercised by the top ten employees other than corporate officers during the financial year
(c) Information on free allocations of shares to employees
Pursuant to the authorizations granted by the General Meetings of May 4, 2016, May 3, 2018 and May 11, 2021, the Board of Directors’ meetings of February 19, 2018, February 20, 2019, February 25, 2020, May 6, 2020, May 10, 2021, October 18 and 19, 2021 and February 21, 2022 defined the terms and conditions of plans for the free allocation of performance shares to certain Group employees and/or corporate officers.
Information on historical share allocations and the terms and conditions of said allocations can be found in section 6.2.4 of the Universal Registration Document, page 222.
In accordance with the AFEP-MEDEF Code, the performance share allocations are made at the same time every year, after the annual results have been published, save for the exceptional performance share allocation plan for the benefit of Mr. Bertrand Dumazy upon his appointment as Chairman and Chief Executive Officer as of October 26, 2015, the Group free share allocation plan of May 4, 2016 set up to take advantage of a stabilized fiscal and workforce-related environment and the Group free share allocation plan of May 11, 2021, which required the General Meeting to approve a new authorization following the Covid-19 pandemic.
Pursuant to the 17th resolution of the General Meeting of May 11, 2021, the maximum total number of shares allocated free of charge may not exceed 1.5% of the Company’s share capital at the allocation date and the number of shares allocated to the Company’s executive corporate officers may not represent, during a financial year, more than 0.1% of the share capital at the allocation date. This resolution is still in force.
Performance shares are not allocated systematically to a given category of employees, but are designed to reward personal performance, measured in terms of the results obtained, individual achievements and potential (it being however specified that, as an exception, and for a total not exceeding 15% of the aforementioned overall ceiling of 1.5% of the share capital, the allocation may be made for the benefit of the employees of the Company and/or the Group, with the exception of corporate officers and members of the Executive Committee of the Company, without any performance condition).
2021 financial year and beginning of 2022 financial year
The General Meeting of May 11, 2021 authorized the Board of Directors to allocate performance shares free of charge. According to the terms of this authorization, the number of performance shares allocated during the 26-month authorization period may not exceed 1.5% of the share capital, it being specified that this amount is deducted from the maximum amount of share capital increases without pre-emptive subscription rights carried out or which may ultimately be carried out pursuant to the 17th resolution of the Combined General Meeting of May 7, 2020, as well as from the aggregate maximum amount of all the share capital increases carried out or which may ultimately be carried out pursuant to the 16th resolution of the Combined General Meeting of May 7, 2020 or any resolutions with the same purpose that may supersede the said resolutions while this authorization is in force.