Fiscal 2020 Universal Registration Document

Under the liquidity contract concluded between Sodexo and Kepler-Cheuvreux, the following transactions were carried out:

• purchase of 631,675 shares for a total amount of 58,897,666.26 euro, at an average price of 93.24 euro); 
• sale of 477,989 shares for an aggregate amount of 47,7 14,849.27 euro, at an average price of 99.82 euro). 

As of March 13, 2020, date at which the contract terminated, the following amounts were booked to the liquidity account:

• 227,000 shares;
• 7,088,974.82 euro.

The same amounts were booked to the new liquidity contract with Exane.

Under the liquidity contract concluded with Exane, the following transactions were carried out:

• purchase of 1,500,096 shares for a total amount of 805,988.52 euro, at an average price of 61.79 euro; 
• sale of 1,550,374 shares for an aggregate amount of 846,286.06 euro, at an average price of 62.23 euro. 

As at August 31, 2020:

• Sodexo directly held 1,442,351 of its own shares (representing 1 % of the share capital) intended to hedge various restricted share plans set up for Group employees (for more information about restricted share plans, please refer to section 5.5 of this document); 
• the total carrying amount of the treasury shares portfolio was 138 million euro ; 
• the Sodexo liquidity account was composed of 176,722 shares. 

Since August 31, 2020, the Company has not purchased Sodexo shares other than through its liquidity contract.

Detailed information on these transactions may be found on the Sodexo website in “Regulated information” section.

6.3.6 Description of the share buy-back program subject to the authorization of the Annual Shareholders Meeting to be held on January 12, 2021

The Board of Directors proposes that the Ordinary Annual Shareholders Meeting to be held on January 12, 2021, in its 15^th  resolution, renew the authorization granted to the Board to repurchase Sodexo shares pursuant to articles L.225-209 et seq. of the French Commercial Code, articles 241-1 et seq. of the General Regulation of the AMF and the European rules applicable to market abuses under European regulation (UE) no. 596/2014 of April 16, 2014.

The principal aims of the new share buy-back program would be in particular to cover restricted share plans, to reduce the Company’s share capital through the cancellation of shares and to trade in the shares within the context of the existing liquidity contract.

The maximum number of shares that may be purchased under this new share buy-back program would be set at 5% of the total number of shares comprising the Company’s capital as of the date of the Ordinary Annual Shareholders Meeting on January 12, 2021, i.e., a maximum number of 7,372,744 shares.

The maximum share purchase price under this share buy-back program may not exceed 90 euro per share and the total amount allocated to the program may not exceed 663 million euro.

This authorization would be valid for a period of 18 months, replacing the authorization given for the same purpose by the Combined Annual Shareholders Meeting on January 21, 2020, in its 13^th resolution.

For further information about this authorization submitted to a vote at the Ordinary Annual Shareholders Meeting on January 12, 2021, please refer to the draft resolutions presented in chapter 7 of this Universal Registration Document.

6.3.7 Employee share ownership

As at August 31, 2020, Group employees held 1% of the Company’s share capital, representing 1,560,021 shares, 53.5% of which was held in an employees’ mutual fund (FCPE).

As at August 31, 2020, the number of Group employee shareholders was estimated at 31,306.

The various profit-sharing agreements in force allow employees of the Group’s French subsidiaries to pay the amounts they receive in respect of these profit-sharing agreements into an employees’ mutual fund invested in Sodexo shares, or into a restricted savings account. To qualify for favorable tax and social security treatment, amounts due to employees are subject to a five-year lock-up period.