General
Meeting
General Meetings are major events in the life of the Group, 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 2022 and 2023 General Meetings is presented below.
2023 General Meeting
The next Annual General Meeting of shareholders will be held on May 11, 2023.
2022 General Meeting
The Annual General Meeting of shareholders was held on May 11, 2022 at 10 a.m. (CET) at Comet Bourse, 35 rue Saint-Marc, 75002 Paris (France).
Replay broadcast
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 Annual 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?
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).
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 SHARINBOX website in the “My Account” section, then click on “My profile”. Check your e-mail address in the “Personal contact details” section, select "My e-Services", then click on “Subscribe for free” in the “E-Services/E-convening to General Meetings” section.
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.
If you do not receive your admission card in time, you may still come to the Meeting with a certificate of participation issued by your Account Holder proving your shareholder status on the 2nd business day before the Meeting; you will then 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.
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.
Voting process
To facilitate voting and to process and display voting results more quickly, Edenred uses an electronic voting system managed by Société Générale Securities Services.
As they enter the Meeting, shareholders are provided with an easy-to-use digital tablet enabling them to vote on the resolutions.
Final results are processed immediately and displayed just a few seconds after each vote.