3.2.4 Share buyback programs

(a) Overview of the current share buyback program

The Combined General Meeting of May 7, 2020 (14th resolution) gave the Board of Directors an 18-month authorization to buy back a number of shares that may not exceed 10% of the total number of shares outstanding, as allowed by Articles L.225-209 et seq. of the French Commercial Code.

The maximum purchase price was set at €65 per share. It may be adjusted to reflect the impact of any corporate actions.

The purposes of this share buyback program are provided in the program description published on the Company’s website in accordance with Articles 241-1 et seq. of the AMF’s General Regulations.

The characteristics of the buyback program are as follows:

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(b) Description of the share buyback program proposed at the Combined General Meeting of May 11, 2021 (16th resolution)

This section constitutes the description of the share buyback program established in accordance with Articles 241-1 et seq. of the AMF’s General Regulations.

At the Combined General Meeting scheduled for May 11, 2021 (16th resolution), the Board will submit a proposal to approve a new 18-month authorization that would cancel and supersede the unused portion of the authorization granted by the Combined General Meeting of May 7, 2020 (14th resolution) to buy back a number of shares that may not exceed 10% of the total number of shares outstanding (i.e., on an indicative basis, 23,980,498 shares, representing 9.73% of the share capital at December 31, 2020, provided Edenred held 677.837 of its own shares at that date, representing 0.27% of the capital at December 31, 2020) at a maximum purchase price of €70 per share. The total amount allocated to this buyback program could not exceed €1,678,634,860 on this basis.

Subject to approval of the authorization by the Combined General Meeting of May 11, 2021 (16th resolution), and in accordance with the provisions of Articles L.225-210 et seq. and L.22-10-62 et seq. of the French Commercial Code, the AMF’s General Regulations and Regulation (EU) no. 596/2014 of April 16, 2014 as well as the associated delegated and implementing acts adopted by the European Commission, the share buybacks will be used for the following purposes:

  • cancelling all or some of the shares acquired as part of a capital reduction, pursuant to the authorization granted by the Combined General Meeting of May 7, 2020 (in its 15th resolution) or any other resolution with the same purpose that may supersede the said resolution while this authorization is in force;
  • allocating, covering and honouring any stock option plans, free share allocation plans, employee savings plans or any other form of allocation to employees and/or corporate officers of the Company and companies that are related to the Company as defined in the legal and regulatory provisions in force;
  • delivering shares upon the exercise of rights attached to securities giving access to the Company’s share capital;
  • holding shares in treasury for subsequent remittance in payment or exchange in connection with mergers, demergers or asset contributions;
  • ensuring the liquidity of or making a market in Edenred shares, under an AMF-compliant liquidity contract entered into with an investment services provider;
  • enabling the Company to trade in Edenred shares for any other purpose currently authorized or that may be authorized in the future by the legal and regulatory provisions in force, or to carry out any market practice that may be authorized in any new regulations adopted by the AMF. In such cases, the Company will inform its shareholders through a press release.

In the event of a transaction affecting shareholders’ equity, the Board of Directors may adjust the maximum price in order to take into account the impact of said transactions on the value of the share.