(APPROVAL OF THE PRINCIPLES AND CRITERIA USED TO DETERMINE, ALLOCATE AND AWARD THE COMPONENTS OF THE COMPENSATION AND BENEFITS PAYABLE TO THE CHAIRWOMAN OF THE BOARD OF DIRECTORS)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.225-37-2 II of the French Commercial Code, approves the principles and criteria used to determine, allocate and award the fixed, variable and exceptional components of the compensation and benefits payable to the Chairwoman of the Board of Directors for Fiscal 2021, as proposed by the Company’s Board of Directors based on the recommendations of the Compensation Committee and as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in chapter 5, section 5.5.1 of the Company’s Fiscal 2020 Universal Registration Document.
(APPROVAL OF THE PRINCIPLES AND CRITERIA USED TO DETERMINE, ALLOCATE AND AWARD THE COMPONENTS OF THE COMPENSATION AND BENEFITS PAYABLE TO THE CHIEF EXECUTIVE OFFICER)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.225-37-2 II of the French Commercial Code, approves the principles and criteria used to determine, allocate and award the fixed, variable and exceptional components of the compensation and benefits payable to the Chief Executive Officer for Fiscal 2021, as proposed by the Company’s Board of Directors based on the recommendations of the Compensation Committee and as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in chapter 5, section 5.5.1 of the Company’s Fiscal 2020 Universal Registration Document.
As of August 31, 2020, the Company held 1,442,351 treasury shares, corresponding to 1% of its share capital, mainly allocated to cover commitments to beneficiaries under restricted share plans and employee share purchase plans.
In the fifteenth resolution, shareholders are invited to renew the 18-month authorization granted to the Board of Directors to enable the Company to purchase its own shares at any time other than when a public tender offer for the Company’s shares is in progress.
Although French law authorizes share buybacks of up to 10% of a company’s share capital, it is proposed that they be limited to 5% of the share capital as of the date of the Annual Shareholders Meeting on January 12, 2021.
The maximum price of the shares that may be purchased under this share buyback program would be 90 euro per share and the total amount invested in the program may not exceed 663 million euro.
The shares purchased pursuant to this resolution would be used, inter alia, to (i) cover restricted share plans, (ii) reduce the Company’s share capital by canceling shares, and (iii) provide liquidity in Sodexo shares under the liquidity contract entered into between Sodexo and Exane BNP Paribas.
For information on the implementation of the previous share buyback authorization, see chapter 6, section 6.3.5 of the Company’s Fiscal 2020 Universal Registration Document.
(AUTHORIZATION FOR THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with articles L.225-209 et seq. of the French Commercial Code, articles 241-1 et seq. of the General Regulations of the French securities regulator (Autorité des marchés financiers – AMF) and the European regulatory framework applicable to market abuse (based on Regulation (EU) no. 596/2014 of April 16, 2014), authorizes the Board of Directors – or a duly authorized representative of the Board – to purchase or arrange for the purchase of Sodexo shares to be used, inter alia, for the following purposes:
