Fiscal 2020 Universal Registration Document

6. Shareholders and share capital

6.3.4 Crossing of legal and statutory reporting thresholds in Fiscal 2020

In accordance with article L.233-7, I of the French Commercial Code, no legal threshold crossings have been reported to the Company during Fiscal 2020.

The Combined Annual Shareholders Meeting of January 21, 2020, in its 15th resolution, approved the amendment of article 8.4 of the Company’s Bylaws to reduce the statutory threshold from 2.5% of the share capital of the Company to 1% of the voting rights of the Company from January 21,2020.

As a result, in accordance with the previous and current article 8.4 of the Bylaws, the following statutory threshold crossings have been reported:

  • on January 8, 2020, the Caisse des Dépôts et Consignations, directly and indirectly through companies that it controls, reported that it had exceeded the statutory threshold of 2.5% of the share capital and the voting rights on January 2, 2020 and held 4,495,174 shares and 5,625,174 voting rights, representing 3.04% of the share capital and 2.60% of the voting rights of the Company; 
  • on January 20, 2020, Citigroup Inc reported that it had exceeded the statutory threshold of 2.5% of the share capital and voting rights on January 1, 2020, and held 3,689,155 shares, representing 2.50% of the share capital and 1.70% of the voting rights of the Company; 
  • on March 4, 2020, Citigroup Inc reported that it had crossed below the statutory threshold of 1% of the voting rights on March 3, 2020, and held 1,539,624 shares, representing 1.04% of the share capital and 0.71% of the voting rights of the Company; 
  • on March 16, 2020, First Eagle Investment Management reported that it had exceeded the statutory threshold of 3% of the voting rights on March 11, 2020, and held 6,542,757 shares, representing 4.44% of the share capital and 3.03% of the voting rights of the Company.

As of the date of this Universal Registration Document and to the best of Sodexo’s knowledge:

  • since August 31, 2020the following statutory and legal threshold crossings were reported to the Company:  
    • on September 28, 2020, Artisan Partners reported that it had exceeded the statutory threshold of 3% of the voting rights on September 23, 2020, and held 6,550,381 shares, representing 4.44% of the share capital and 3.02% of the voting rights of the Company,
    • on October 13, 2020, First Eagle Investment Management reported that it had exceeded the legal threshold of 5% of the share capital on October 12, 2020, and held 7,401,988 shares, representing 5.02% of the share capital and 3.39% of the voting rights of the Company;
  • only Bellon SA, Artisan Partners Limited Partnership, BlackRock Inc., Caisse de Dépôt et Consignations and First Eagle Investment Management hold 2% or more of the share capital or voting rights of Sodexo, directly or indirectly, individually, or in concert; 
  • there are no shareholder agreements in place and no agreements that, if implemented, could result in a change of control of Sodexo. 


6.3.5 Share buy-back program

As a reminder:

  • the Combined Annual Shareholders Meeting of January 22, 2019 authorized the Board of Directors, in its 17th resolution, to purchase or arrange for the purchase of Company shares within the limit of 5% of the total number of shares comprising the share capital as of January 22, 2019 (i.e., a total of 7,372,744 shares), for a period of 18 months. The maximum purchase price of shares pursuant to the authorization could not exceed 120 euro per share and the total amount allocated to the authorized share buy-back program could not exceed 885 million euro; 
  • the Combined Annual Shareholders Meeting of January 21, 2020, after having terminated the previous authorization, again authorized the Board of Directors, in its 13th resolution, to purchase or arrange for the purchase of Company shares under the same terms and conditions as the authorization granted by the Combined Annual Shareholders Meeting of January 22, 2019 (17th resolution) for a further period of 18 months. 

The above authorizations have been granted in order to cover restricted share plans, cancel treasury shares by reducing the share capital and/or facilitate the Sodexo liquidity contract.

For more information about the objectives targeted by the two authorizations mentioned above, please refer to chapter 7 of the Fiscal 2018 Registration Document and chapter 7 of the Fiscal 2019 Universal Registration Document.

During the Fiscal 2020, the Board of Directors implemented the above-mentioned authorizations as follows:

  • Sodexo repurchased 340,000 shares (representing 0.23% of the share capital) at an average price of 99.85 euro per share plus trading fees of 115,422 euro excluding taxes; 
  • Sodexo transferred 449,623 shares for delivery under restricted share plans. 

Further, as a reminder, on March 13, 2020, the Company terminated its liquidity contract signed on October 1, 2016 (and amended on March 1, 2019) with Kepler-Cheuvreux. The Company signed a new liquidity contract with Exane, effective from March 16, 2020, for an initial period expiring December 31, 2020, and renewable by tacit agreement for successive periods of 12 months. The two liquidity contracts were signed in conformity with the AMF decision n° 2018-01 related to the establishment of liquidity contracts on shares as accepted market practice and the standard contract of the Association française des marchés financiers (AMAFI).