3.2.3 Buyback and sale by Edenred of its own shares

The authorizations granted by the General Meetings of May 14, 2019 and May 7, 2020 were used by Edenred during the 2020 financial year, enabling it to implement a share buyback program.

At December 31, 2020, the Company held 677,837 shares directly or indirectly, representing 0.27% of the total number of shares making up the Company’s share capital at the same date.

 

(a) Transactions carried out excluding the liquidity contract

During the 2020 financial year, the Company:

  • bought back 686,946 Edenred shares for the purpose of allocating shares free of charge in accordance with the provisions of Articles L.225-197-1 et seq. of the French Commercial Code;
  • delivered 303,106 shares as part of the delivery of performance shares allocated to certain employees and corporate officers under the free performance share allocation plan of March 8, 2017 relating to beneficiaries who are French tax residents;
  • delivered 163 shares as part of the exercise of rights attached to bonds convertible into and/or exchangeable for new and/or existing shares (OCEANEs) issued on September 6, 2019;
  • cancelled 810,451 Edenred shares totalling €33,107,918 to offset the stock dilution following the share capital increase resulting from (i) the exercise of options vested under the stock option plan of February 27, 2012, and (ii) the free allocation of shares to the beneficiaries of the plans of February 20, 2015 and March 8, 2017 who are not French tax residents.

In addition, during the 2020 financial year:

  • 529,904 shares bought back for the purpose of allocating performance shares were reallocated for the purpose of cancellation;
  • 163 shares bought back for the purpose of allocating performance shares were reallocated the purpose of delivering shares as part of the exercise of rights attached to securities giving access to the Company’s share capital.

 

(b) Transactions carried out under the liquidity contract

On May 29, 2019, the Company signed a liquidity contract with Kepler Cheuvreux to maintain a liquid market for its shares on the Euronext Paris stock exchange. The contract complies with the regulations of the AMF, in particular AMF decision no. 2018-01 of July 2, 2018.

During the 2020 financial year, under the said liquidity contract, the Company:

  • purchased 2,491,833 shares at an average price of €40.84 per share, for a total outlay of €101,756,596; and
  • sold 2,524,865 shares at an average price of €41.77 per share, for total proceeds of €105,475,043.

At December 31, 2020, no shares were held under the liquidity contract.

In addition, the Company’s balance sheet at December 31, 2020 included €0 in marketable securities held under the liquidity contract.

Details of Edenred’s share buyback program are available in section 3.2.4 below.