The purchase, sale or transfer of shares may be carried out and settled by any means, on the basis and within the limits prescribed by the legal and regulatory provisions in force, in one or several transactions, via regulated markets, multilateral trading facilities, systematic internalizers or over the counter, including through block purchases or sales or the use of derivative instruments (excluding sales of put options). The entire buyback program may also be implemented through a block trade.
Shares may be bought back, sold or otherwise transferred at any time for a period of 18 months from the date of the Combined General Meeting of May 11, 2022 until November 11, 2023, except when a third party files a public tender offer for the Company’s securities and until the end of the offer period, on the basis and within the limits prescribed by the legal and regulatory provisions in force.
3.3.1 Dividends paid over the past three financial years
Edenred made the following dividend payments in the past three financial years:
No interim dividend was paid during the year. Dividends are paid by Euroclear France.
Dividends not claimed within five years from the date of payment are forfeited, as provided for by the legal and regulatory provisions in force. The rules set out in the bylaws are described in section 126.96.36.199 of the Universal Registration Document. The dividend policy is presented on page 20 in the introduction of the Universal Registration Document.
At the Combined General Meeting of May 11, 2022, the Board of Directors will recommend setting the 2021 dividend at €0.90 per share.
3.3.2 Tax regime applicable to dividends paid
This section outlines the rules governing French withholding tax applicable to the Company’s dividends, based on current French legislation. It does not take into account the effects of any international tax treaties that may apply to individual shareholders. Shareholders are encouraged to seek advice from their tax adviser concerning their specific situation. Shareholders that are not resident in France for tax purposes are required to also comply with the tax rules in force in their country of residence. French tax residents are required to comply with applicable French tax laws.
(a) Withholding tax on dividends distributed to shareholders not domiciled in France for tax purposes
In principle, dividends paid by the Company are subject to withholding tax deducted by the paying agent, when the shareholder’s tax domicile or registered office is located outside France. Except as specified below, withholding tax is deducted at the rate of (i) 12.8% when the shareholder is an individual and is resident in a Member State of the European Union or a European Economic Area country that has signed a tax treaty with France containing a clause providing for administrative assistance in combating tax fraud and evasion, (ii) 15% when the shareholder is a non-profit organization headquartered in such a country, which would be taxed under Article 206-5 of the French General Tax Code (Code général des impôts) if it were headquartered in France and meets the criteria set out in paragraphs 580 et seq. of Instruction BOI-IS-CHAMP-10-50-10-40, and (iii) 26.5% in all other cases.
Withholding tax is not deducted from dividends distributed to foreign investment funds that are tax residents of a Member State of the European Union or a country or territory that has signed a tax treaty with France containing a clause providing for administrative assistance in combating tax fraud and evasion and stipulating that the French tax authorities are entitled to obtain from the country where the fund is established the information necessary to verify that the funds (i) raise capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors, and (ii) have similar characteristics to the French investment funds governed by section 1, paragraphs 1, 2, 3, 5 and 6 of subsection 2, subsection 3 or subsection 4 of section 2 in chapter IV, part I, book II of France’s Monetary and Financial Code (Code monétaire et financier).