8.1 Presentation of the proposed resolutions to the General Meeting

8.1.1 Financial statements for the financial year ended December 31, 2020 and dividend (1st to 4th resolutions)

The purpose of the first resolution is to approve the Company’s financial statements for the financial year ended December 31, 2020, which show a net accounting profit of €204,928,787.73. In application of Article 223 quater of the French General Tax Code (Code général des impôts), the shareholders are also invited to approve the total amount of expenses and charges referred to in Article 39, paragraph 4 of the said code, which amounted to €277,202 for the past financial year, and the tax paid pertaining to those expenses and charges, which amounted to €69,300.

The purpose of the second resolution is to approve the consolidated financial statements for the financial year ended December 31, 2020, which show consolidated net profit of €237,913,000.

The third resolution concerns the appropriation of profit and setting of the dividend. Shareholders are invited to allocate the net accounting profit for the financial year ended December 31, 2020 as follows:

  • allocation to the legal reserve: €675,698.80, which will increase the total legal reserve to €49,316,670.20;
  • retained earnings: €19,823,953.43, which will increase total retained earnings to €244,858,468.36; and
  • payment of the dividend: €184,429,135.50 (based on 245,905,514 shares carrying dividend rights at December 31, 2020).

Shareholders are therefore invited to set the 2020 dividend at €0.75 per share.

Dividends per share for the previous three financial years were as follows:

  • 2017: €0.85;
  • 2018: €0.86; and
  • 2019: €0.70.

Through the fourth resolution you are invited to grant each shareholder the possibility of opting for the payment in the Company’s new shares for the full amount of the dividend to which they are entitled for the financial year ended December 31, 2020, i.e.:

  • €0.75 per share in cash only; or
  • €0.75 per share in new shares.

The option of payment in shares enables the Company to increase its equity capital while preserving its cash reserves. Shareholders that choose to reinvest their dividends help to finance the Company’s future investments, which in turn will contribute to driving future earnings growth.

Should this option be taken up, the new shares will be issued at a price equal to 90% of the average of the opening price quoted for Edenred shares on the Euronext Paris during the 20 trading days preceding the date of the Combined General Meeting of May 11, 2021, less the net amount of the dividend rounded up to the next euro cent. They will carry the same rights as existing shares, including rights to all dividends distributed after their issuance date. If the amount of dividends for which the option is exercised does not correspond to a whole number of shares, the shareholder will receive the lower whole number of shares and a balancing payment in cash made by the Company.

Shareholders may opt for payment of the dividend in new shares between May 18, 2021 and June 2, 2021, inclusive. Shareholders that do not exercise the option by June 2, 2021, inclusive, will receive the total dividend in cash on June 9, 2021. For shareholders that do opt for the payment of the dividend in shares, the shares will be delivered as from the same date, i.e., June 9, 2021.

 

8.1.2 Renewal and appointment of directors (5th to 9th resolutions)

At the date of these resolutions, the Board of Directors has 12 members, including two employee-representative directors. The term of office of directors is provided for in Article 12 of the bylaws and set at four years.

The term of office of the following three directors expires at the close of the Combined General Meeting of May 11, 2021: Ms. Anne Bouverot, Ms. Sylvia Coutinho and Ms. Françoise Gri.

In the fifth and sixth resolutions, the shareholders are invited to renew the terms of office as director of Ms. Sylvia Coutinho and Ms. Françoise Gri (for a four-year term).

The attendance rates[1] at Board meetings of the directors standing for renewal are as follows:

  • Ms. Françoise Gri: 100%; and
  • Ms. Sylvia Coutinho: 100%.

On the recommendation of the Compensation and Appointments Committee, the Board of Directors recommends the said renewals.

[1] The attendance rate for each director was calculated based on the eight meetings of the Board of Directors held during the 2020 financial year.