Shareholders’ agreement(s) on the securities making up the Company’s capital
Voting rights of the shareholders
As of December 31, 2020, each Edenred share entitled its holder to one vote, with the exception of treasury shares.
However, Article 24 of the Company’s bylaws states that, under certain circumstances, shares may be attributed double voting rights. As a result, fully paid-up shares registered in the name of the same holder for at least two years have double voting rights (see section 126.96.36.199 “Rights attached to the shares”, page 205).
Agreement(s) that may lead to a change of control
3.2.2 Employees’ interests in Edenred’s capital
(a) Employee stock ownership
At December 31, 2020, the proportion of share capital held by employees was 0.4%.
(b) Information on stock option plans for employees
Pursuant to the authorization granted by the General Meeting of May 10, 2010, the Board of Directors’ meeting of February 22, 2012 defined the terms and conditions of a stock option plan (2012 plan) for certain Group employees or corporate officers and granted stock options as summarized in section 6.2.4 of the Universal Registration Document, page 202. The number of options granted pursuant to this authorization may not be exercisable for shares representing more than 7% of the share capital.
2020 financial year
During the year ended December 31, 2020, the 2012 plan expired on February 27, 2020.
No stock options were granted to Group employees or corporate officers during the 2020 financial year. Moreover, the Board of Directors has no ongoing authorizations granted by the General Meeting for the issuance of stock options.
For the 2020 financial year, stock options granted to or exercised by the top ten employees other than corporate officers were as follows:
Stock options granted to and exercised by the top ten employees other than corporate officers during the financial year
Information on stock options granted to or exercised by Edenred’s corporate officers can be found in section 6.2.2 of the Universal Registration Document, page 195.
(c) Information on free allocations of shares to employees
Pursuant to the authorizations granted by the General Meetings of May 24, 2013, April 30, 2015, May 4, 2016 and May 3, 2018, the Board of Directors’ meetings of February 11, 2015, December 9, 2015, May 4, 2016, February 23, 2017, February 19, 2018 and February 20, 2019 defined the terms and conditions of plans for the free allocation of performance shares to certain Group employees and/or corporate officers.
Information on historical share allocations and the terms and conditions of said allocations can be found in section 6.2.4 of the Universal Registration Document, page 203.