3.2.3 Buyback and sale by Edenred of its own shares

The authorizations granted by the General Meetings of May 7, 2020 and May 11, 2021 were used by Edenred during the 2021 financial year, enabling it to implement a share buyback program.

At December 31, 2021, the Company held 1,052,018 shares directly or indirectly, representing 0.42% of the total number of shares making up the Company’s share capital at the same date.

 

(a) Transactions carried out excluding the liquidity contract

During the 2021 financial year, the Company:

  • bought back 778,468 Edenred shares for the purpose of free allocation of shares in accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code;
  • delivered 314,058 shares as part of the delivery of performance shares allocated to certain employees and corporate officers under the free performance share allocation plan of February 21, 2018 relating to beneficiaries who are French tax residents;
  • canceled 282,008 Edenred shares totaling €11,997,594 to offset the stock dilution following the share capital increase resulting from the free allocation of shares to beneficiaries of the plan of February 21, 2018 who are not French tax residents.

In addition, during the 2021 financial year, 282,008 shares bought back for the purpose of allocating performance shares were reallocated for the purpose of cancellation.

 

(b) Transactions carried out under the liquidity contract

On May 29, 2019, the Company signed a liquidity contract with Kepler Cheuvreux to maintain a liquid market for its shares on the Euronext Paris stock exchange. The contract complies with the regulations of the AMF, in particular AMF decision no. 2021-01 of June 22, 2021.

During the 2021 financial year, under the said liquidity contract, the Company:

  • purchased 2,765,925 shares at an average price of €45.65 per share, for a total outlay of €126,267,096; and
  • sold 2,574,146 shares at an average price of €45.88 per share, for total proceeds of €118,103,338.

At December 31, 2021, the Company held 191,779 shares at an average price of €40.49 per share, for a total of €7,765,079 representing 0.08% of the share capital.

In addition, the Company’s balance sheet at December 31, 2021 included €11,836,243.26 in marketable securities and cash held under the liquidity contract.

Details of Edenred’s share buyback program are available in section 3.2.4 below.