8.4 Report of the conversion auditor on the conversion of a Société Anonyme into a European Company

This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in Fran

Decision (ordonnance) of the President of the Commercial Court of Nanterre dated December 30, 2020

To the attention of the Shareholders,

In execution of the mission of conversion auditor (commissaire à la transformation), assigned to us by decision (ordonnance) of the President of the Commercial Court of Nanterre dated December 30, 2020, regarding the conversion of Edenred[1] (the “Company”) into an European Company or Societas Europaea, we have prepared this report in accordance with the provisions of Article 37 of the Council Regulation (EC) no. 2157/2001 of October 8, 2001, on the Statute for a European Company and Article L. 225-245-1 of the French Commercial Code (Code de commerce).

The conversion was approved by your Board of Directors at its November 30, 2020 meeting, subject to its approval by your General Meeting to be held on May 11, 2021. Subject to this condition precedent, the conversion will take effect upon registration of the Company as a European company in the Trade and Companies Register.

We performed the procedures which we considered necessary in accordance with professional guidance of the Compagnie Nationale des Commissaires aux Comptes in relation to this mission. These procedures consisted in verifying that the amount of net assets is at least equivalent to the amount of the share capital plus any reserves that the law or the bylaws do not allow to be distributed.

In particular, we have:

  • identified, in respect of the last financial year ended December 31, 2020, the amount of the share capital plus any reserves that the law or the bylaws do not allow to be distributed, and compared it with the Company’s net asset value;
  • reviewed the main components of the Company’s net asset value, including equity investments and related receivables;
  • reviewed the net book value of the main equity lines;
  • assessed, on the basis of public information and information collected from our interlocutors, the impact of events having occurred between December 31, 2020 and the date of this report on the value of the components used to determine the amount of the Company’s net assets;
  • confirmed that nothing else has occurred since December 31, 2020 that would alter the fact that the Company has net assets at least equivalent to the share capital plus any reserves that the law or the bylaws do not allow to be distributed.

Based on our work, at the date of this report, we certify that the Company has net assets at least equal to the amount of the share capital plus any reserves that the law or the bylaws do not allow to be distributed.

 

 

Paris, March 24, 2021

French original signed by

LEDOUBLE SAS
Agnès PINIOT

 

[1] Société anonyme with a share capital of EUR 493,166,702, registered with the Nanterre Trade and Companies Register under number 493 322 978, having its registered office at 14-16 boulevard Garibaldi, 92130 Issy-les-Moulineaux.