3.2.4 Share buyback programs

(a) Overview of the current share buyback program

The Combined General Meeting of May 11, 2021 (16th resolution) granted the Board of Directors authorization to buy back a number of shares that may not exceed 10% of the total number of shares outstanding, as allowed by Articles L.225-210 et seq. and L.22-10-62 et seq. of the French Commercial Code. This authorization was granted for a period of 18 months.

The maximum purchase price was set at €70 per share. It may be adjusted to reflect the impact of any corporate actions.

The purposes of this share buyback program are provided in the program description published on the Company’s website in accordance with Articles 241-1 et seq. of the AMF’s General Regulations.

The characteristics of the buyback program are as follows:

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(b) Description of the share buyback program proposed at the Combined General Meeting of May 11, 2022 (14th resolution)

This section constitutes the description of the share buyback program established in accordance with Articles 241-1 et seq. of the AMF’s General Regulations.

At the Combined General Meeting scheduled for May 11, 2022 (14th resolution), the Board will submit a proposal to approve a new 18-month authorization that would cancel and supersede the unused portion of the authorization granted by the Combined General Meeting of May 11, 2021 (16th resolution) to buy back a number of shares that may not exceed 10% of the total number of shares outstanding at the buyback date, i.e., on an indicative basis, at December 31, 2021, 24,958,805 shares, at a maximum purchase price of €70 per share. The total amount allocated to this buyback program could not exceed €1,747,116,350 on this basis.

Subject to approval of the authorization by the Combined General Meeting of May 11, 2022 (14th resolution), and in accordance with the provisions of Articles L.225-210 et seq. and L.22-10-62 et seq. of the French Commercial Code, the AMF’s General Regulations and Regulation (EU) no. 596/2014 of April 16, 2014 as well as the associated delegated and implementing acts adopted by the European Commission, the share buybacks will be used for the following purposes:

  • canceling all or some of the shares acquired as part of a capital reduction, subject to adoption by the Combined General Meeting of May 11, 2022 of the 15th resolution or of any other resolution for the same purpose that may supersede the said resolution while this authorization is in force;
  • allocating, covering and honoring any stock option plans, free share allocation plans, employee savings plans or any other form of allocation to employees and/or corporate officers of the Company and companies that are related to the Company as defined in the legal and regulatory provisions in force;
  • delivering shares upon the exercise of rights attached to securities giving access to the Company’s share capital;
  • holding shares in treasury for subsequent remittance in payment or exchange in connection with mergers, demergers or asset contributions;
  • ensuring the liquidity of or making a market in Edenred shares, under a liquidity contract entered into with an investment services provider that complies with AMF-approved market practice;
  • enabling the Company to trade in Edenred shares for any other purpose currently authorized or that may be authorized in the future by the legal and regulatory provisions in force, or to carry out any market practice that may be authorized in any new regulations adopted by the AMF. In such cases, the Company will inform its shareholders through a press release.

In the event of a transaction affecting shareholders’ equity, the Board of Directors may adjust the maximum price in order to take into account the impact of said transactions on the value of the share.