arrow-thincheckemaillocationphone

You are here

General Meeting

General Meetings are major events in the life of your Company, because they offer an opportunity for you to come together at least once a year and cast your vote on important issues.

The information about the 2021 General Meeting (exceptionally being held behind closed doors) is presented below.

On this section, access to

2021 General Meeting (being held behind closed doors) 2021 General Meeting

The Annual General Meeting of shareholders will be held on May 11, 2021 at 10 a.m. (CET).

Find out the recommended dividend at the General Meeting.

In light of the constantly changing situation caused by the Covid-19 pandemic, and in order to take into account the measures taken by the French authorities to slow its spread and public health recommendations, the General Meeting will exceptionally be held behind closed doors, without the physical presence of shareholders and other people entitled to attend the meeting, in accordance with the provisions of French ordinance no. 2020-321 dated March 25, 2020 and decree no. 2020-418 dated April 10, 2020, as modified and extended, adapting the rules of meeting and deliberation of general meetings and boards of directors due to the Covid-19 pandemic. Indeed, at this time, several administrative measures limiting or prohibiting travel and large gatherings for public health reasons prevent members from being physically present at the General Meeting.

Shareholders must therefore use the resources provided by the Company to participate remotely in this General Meeting in advance, as follows: 

  • by voting or giving proxy online
  • by voting or giving proxy by post.

Given the current circumstances, shareholders are invited to vote or give proxy online, where possible. In addition, as the General Meeting is being held behind closed doors, any requests by shareholders for admission cards will not be processed.

The procedures for participating remotely in advance are described in detail in particular in the meeting notice as well as in the convening notice and brochure.

The General Meeting will be broadcast live and on a deferred basis on the Company’s website, in video format.

Furthermore, shareholders are invited to participate in the Q&A session that will be held during the closed-door General Meeting. To this end, a dedicated platform will be open during the General Meeting, on which shareholders will have the opportunity to ask questions via audio or video, by registering on the following link: agd.dmint.net/edenred.

Pursuant to the abovementioned decree no. 2020-418 dated April 10, 2020, La Financière de l’Échiquier and Mandarine Gestion have been appointed as scrutineers of the General Meeting.

 

Preparatory documents for the General Meeting

 

Press release: 2020 dividend recommended to the General Meeting on May 11, 2021 – Timeline and process (PDF, 110 KB)

Dividend reinvestment – FAQs (PDF, 103 KB)

Press release: Appointments and renewals to Edenred’s Board of Directors to be proposed at the General Meeting on May 11, 2021 (PDF, 126 KB)

2020 Universal Registration Document (PDF, 4.5 MB)

Meeting notice published in the BALO (French legal gazette) on April 2, 2021 [French version] (PDF, 481 KB)

Corrective disclosure of Share Capital and Voting Rights as of March 31, 2021 (PDF, 61 KB)

Find out more about the share holding forms

Single voting form and terms of use (PDF, 1.7 MB)

Convening brochure for the 2021 General Meeting (PDF, 2.9 MB)

Certificate relating to the global amount of compensation paid to the highest-paid individuals [French version] (PDF, 290 KB)

Certificate relating to the global amount and recipient list of patronage and sponsorship initiatives [French version] (PDF, 1.57 MB)

Consolidated draft of Edenred's amended bylaws as of May 11, 2021 – subject to approval by the 2021 GM (PDF, 197 KB)

Draft terms of conversion of Edenred to a European Company (PDF, 355 KB)

Press release: Availability of preparatory documents for the 2021 Combined General Meeting (being held behind closed doors) (PDF, 84 KB)

Convening notice published in the BALO (French legal gazette) on April 23, 2021 [French version] (PDF, 382 KB)

Disclosure of Share Capital and Voting Rights as of April 26, 2021 (PDF, 60 KB)

Practical details to partipate in the Q&A session during the Meeting (PDF, 174 KB)

Q&A information notice (PDF, 71 KB)

 

Types of General Meetings 

Under French law, General Meetings can be either:

Ordinary

[corresponds to Annual Meetings in the United States and Britain
An Ordinary General Meeting must be held within six months after the end of the financial year (December 31, in the case of Edenred). In particular, management presents detailed information on the Company’s business and financial results. Shareholders are asked to vote, in particular, on the accounts of the past financial year and the setting of the dividend, the appointments or renewals of directors and statutory auditors and the corporate officers’ compensation.

Extraordinary

[corresponds to Special Meetings in the United States and Britain]
Shareholders are asked to vote, in particular, on changes in Edenred’s by-laws or financial authorizations granted to the Board of Directors to increase the share capital.
 

Combined

Meeting combining an ordinary part and an extraordinary part, held on the same day.

 

How to participate in a General Meeting (being held behind closed doors)? Participate in a General Meeting

To participate in the General Meeting, your shares have to be recorded in your name (or that of a registered intermediary) on the second (2nd) business day preceding the General Meeting at midnight - CET (the “record date”). The record date is indicated in the meeting notice as well as in the convening notice and brochure.

The date of the General Meeting is announced several weeks in advance via:

  • the Shareholders’ Letter;
  • the financial press releases;
  • this website’s calendar; 
  • the « BALO » (Bulletin des Annonces Légales Obligatoires – French legal gazette).

As a reminder, the 2021 General Meeting exceptionally being held closed doors, shareholders must therefore use the resources provided by the Company to participate remotely in this General Meeting in advance, as follows: 

  • by voting or giving proxy online
  • by voting or giving proxy by post.
     

If you are a registered shareholder

If you are a registered shareholder for at least one month at the date of the convening notice, you will receive directly the convening brochure by post.

It includes the information you need to participate in the General Meeting (such as an overview of Edenred’s and the Group’s business and financial position, the agenda, the proposed resolutions submitted to the vote of shareholders and the procedure to participate in the General Meeting) as well as a single form to vote by post or by proxy or to request an admission card (the registered shareholder should use the prepaid envelope provided with the convening brochure to return the completed, dated and signed form) and a form to request documents and information.  

Edenred is also giving the possibility to request an admission card, to vote or to give proxy online via a secure online voting platform called “Votaccess”, in accordance with the conditions set out in particular in the meeting notice as well as in the convening notice and brochure.

If you do not receive your admission card in time, you may still come to the Meeting, you will be issued an admission card at the registration desk. This is not the usual procedure, however, and we request that you avoid it if at all possible.

Since 2015, Edenred is giving its registered shareholders the possibility to be convened electronically. Registered shareholders who have opted for an electronic convening receive an email including the documents relating to the General Meeting and informing them that they can vote on the secure online voting platform “Votaccess”. This responsible initiative is part of an environment-friendly approach, making it possible to limit the use of paper if you agree to subscribe to it.
If you wish to sign up to the electronic convening, go to www.sharinbox.societegenerale.com in the “My Account” / “My profile” tab. Check your email address in the “Personal contact details” section and click on “Subscribe for free” in the “E-services” menu.

Shareholders that have voted remotely or given proxy may exceptionally choose another method for participating in the General Meeting (their previous instruction will then be canceled) provided that the instruction in this respect arrives within a timeframe compatible with the conditions for participating in the said General Meeting.
To this end, registered shareholders must send their new voting instructions using the single form duly completed and signed to Société Générale Securities Services, by e-mail, to the following address: ag2021.fr@socgen.com (any other instruction which arrives at this address will not be taken into account). The form must bear (i) the shareholder's identifier, (ii) his/her surname, first name and address, (iii) the words "New instruction - cancel and replace" and (iv) the date and signature. He/she attaches a copy of his/her identity card and, where applicable, a power of representation, if it is a legal person.
 

If you are a bearer shareholder

You should be able to obtain these documents from your financial intermediary. They are also available on this webpage. 

You may choose to request an admission card, to vote or to give proxy by post.
To this end, you must complete the single form (please do not forget to date and sign it), indicate your full name and address (or verify your details if already indicated) and send it to your financial intermediary. The latter will then send it to Société Générale Securities Services for Edenred, along with the certificate of share ownership justifying the registration of your shares on the record date (see above).

Edenred is also giving the possibility to request an admission card, to vote or to give proxy online via a secure online voting platform called “Votaccess”, in accordance with the conditions set out in particular in the meeting notice as well as in the convening notice and brochure.
Only bearer shareholders whose financial intermediary has joined the Votaccess system and offers this service to them for the relevant General Meeting will have access. The financial intermediary of the bearer shareholders who has not joined Votaccess or requires the fulfillment of certain conditions for its use, will indicate how to proceed to the said shareholders.

Shareholders that have voted remotely or given proxy may exceptionally choose another method for participating in the General Meeting (their previous instruction will then be canceled) provided that the instruction in this respect arrives within a timeframe compatible with the conditions for participating in the said General Meeting.
To this end, bearer shareholders should contact their financial intermediary, who will be responsible for transmitting the new instruction to Société Générale Securities Services, along with the certificate of share ownership justifying their status as a shareholder.

 

Quorum and majority Quorum and majority

The General Meeting may validly deliberate only if the required quorum is reached, namely:

  • in case of an Ordinary General Meeting (OGM): 20% of the shares carrying voting rights must be represented on first call – I.e. first convening to attend the General Meeting (if the quorum is not reached on first call, no quorum is required on second call); 
  • in case of an Extraordinary General Meeting (EGM): 25% of the shares carrying voting rights must be represented on first call and (if the quorum is not reached on first call) 20% of the shares carrying voting rights must be represented on second call.

The General Meeting decides on resolutions:

  • at OGM: by a majority of the votes cast by the shareholders (i.e. 50% plus one); 
  • at EGM: by a two-thirds majority of the votes cast by the shareholders. 

The votes cast do not include those attached to the shares for which the shareholder did not take part in the vote, abstained or voted blank or void.