3.1 The Company

The Company’s legal name is “Edenred”. It is registered with the Trade and Companies Register of Nanterre under identification number 493.322.978 R.C.S. Nanterre. Its APE business identifier code is 7010Z and its LEI is 9695006LOD5B2D7Y0N70.

The Company was incorporated on December 14, 2006 for a 99-year term as a société par actions simplifiée (simplified limited liability company). It was converted into a société anonyme (limited liability company) on April 9, 2010.

The Company’s registered office is located at 14-16, boulevard Garibaldi, 92130 Issy-les-Moulineaux, France (Phone: +33 (0)1 74 31 75 00).

The Company's website is available at the following address: https://www.edenred.com/en[1]

Edenred is a société anonyme with a Board of Directors governed by the laws of France, mainly the provisions of the French Commercial Code (Code de commerce).

The corporate purpose is set out in Article 3 of the Company’s bylaws, which are obtainable on request from the Company’s registered office and may be consulted on its website (https://www.edenred.com/en/discover-edenred, in the “Group Governance” section).

In line with the draft terms of conversion drawn up by the Board of Directors on November 30, 2020 and filed with the Clerk’s Office of the Nanterre Commercial Court on December 8, 2020, the Company is considering adopting the legal form of a European Company (Societas Europaea, or SE), as governed by the provisions of 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.

The draft terms of conversion are available on the Company’s website (https://www.edenred.com/en/discover-edenred, under “Group Governance”).

With this project, the Company would adopt a legal form common to all EU countries, reflecting the Group’s European roots. This legal form, which is increasingly adopted by companies located in Europe and companies listed on the Euronext Paris regulated market, is consistent with the economic reality of the Group and its market. At December 31, 2020, the Group made 63% of its operating revenue in Europe with most of its workforce, namely 51%. The conversion of the Company to a European Company and the draft terms of the conversion will be submitted for the approval of the Combined General Meeting of May 11, 2021. They have also been submitted to the relevant bondholders’ General Meetings on March 18 and 29, 2021. The conversion would become effective once the Company is registered as an SE with the Nanterre Trade and Companies Register, following its approval by the General Meeting and once the procedure relating to employees’ involvement as provided for in Articles L.2351-1 et seq. of the French Labour Code (Code du travail) has been completed.

After the conversion, the Company will take the legal form of a European Company and will keep its corporate name “EDENRED” immediately preceded or followed by the words “Société européenne” or the initials “SE”. The conversion will not result in either the winding up of the Company or the creation of a new legal person.

The Company’s corporate purpose, registered office and term, the beginning and end of its financial year, the membership of its control, management and supervisory bodies and its listing venue will remain unchanged.

 

[1] It is specified that the information appearing on the Company's website is not part of the Universal Registration Document, unless this information is incorporated therein by reference.