Fiscal 2021 Universal Registration Document

7. Shareholders and share capital

7.3.7 Employee share ownership

As at August 31, 2021 , Group employees held 1.6% of the Company’s share capital, representing 2,336,233 shares, 34.6% of which was held in an employee mutual fund (FCPE).

As at August 31, 2021 , the number of Group employee shareholders was estimated at 31,794.

The various profit-sharing agreements in force allow employees of the Group’s French subsidiaries to invest 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.

7.3.8 Capital authorized but not issued – Delegations and valid financial authorizations

As at the date of this Universal Registration Document, the Board of Directors of the Company had the following delegations and financial authorizations conferred to it by the decisions of the Annual General Meetings.

CURRENTLY VALID AUTHORIZATIONS MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1)
(in millions of euro)
MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)
(%  of share capital)
DATE OF AUTHORIZATION (NO OF THE RESOLUTION) DATE OF EXPIRATION USAGE
Authorizations with preferential rights
  • Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares
  • Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares
MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1)

(in millions of euro)

85(2)
  • Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares
MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(%  of share capital)

14%

  • Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares
DATE OF AUTHORIZATION (NO OF THE RESOLUTION)January 21, 2020 (20th)
  • Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares
DATE OF EXPIRATIONMarch 20, 2022
  • Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares
USAGE

Unused

  • Issuance of debt securities carrying rights to Sodexo shares
  • Issuance of debt securities carrying rights to Sodexo shares
MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1)

(in millions of euro)

1,000

  • Issuance of debt securities carrying rights to Sodexo shares
MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(%  of share capital)

N/A

  • Issuance of debt securities carrying rights to Sodexo shares
DATE OF AUTHORIZATION (NO OF THE RESOLUTION)January 21, 2020 (20th)
  • Issuance of debt securities carrying rights to Sodexo shares
DATE OF EXPIRATION

March 20, 2022

  • Issuance of debt securities carrying rights to Sodexo shares
USAGE

Unused

Authorizations to issue shares to employees and managers
  • Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans
  • Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans
MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1)

(in millions of euro)

About 9(3)
  • Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans
MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(%  of share capital)

1.5 %

  • Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans
DATE OF AUTHORIZATION (NO OF THE RESOLUTION)January 21, 2020 (20nd)
  • Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans
DATE OF EXPIRATION

March 20, 2022

  • Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans
USAGEUnused
  • Grant of restricted shares and performance shares
  • Grant of restricted shares and performance shares
MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1)

(in millions of euro)

About 15
  • Grant of restricted shares and performance shares
MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(%  of share capital)

2.5%

  • Grant of restricted shares and performance shares
DATE OF AUTHORIZATION (NO OF THE RESOLUTION)January 22, 2019 (18th)
  • Grant of restricted shares and performance shares
DATE OF EXPIRATION

March 21, 2022

  • Grant of restricted shares and performance shares
USAGESee section 6.5
Issuance of shares by capitalizing profit, reserves or premiums Issuance of shares by capitalizing profit, reserves or premiumsMAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1)

(in millions of euro)

85

(3)
Issuance of shares by capitalizing profit, reserves or premiumsMAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(%  of share capital)

N/A

Issuance of shares by capitalizing profit, reserves or premiumsDATE OF AUTHORIZATION (NO OF THE RESOLUTION)January 21, 2020 (21t) Issuance of shares by capitalizing profit, reserves or premiumsDATE OF EXPIRATIONMarch 20, 2022 Issuance of shares by capitalizing profit, reserves or premiumsUSAGEUnused
Share capital reduction through cancellation of shares Share capital reduction through cancellation of sharesMAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1)

(in millions of euro)

N/A

Share capital reduction through cancellation of sharesMAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(%  of share capital)

5% of number of shares

Share capital reduction through cancellation of sharesDATE OF AUTHORIZATION (NO OF THE RESOLUTION)January 21, 2020 (23d) Share capital reduction through cancellation of sharesDATE OF EXPIRATIONMarch 20, 2022 Share capital reduction through cancellation of sharesUSAGEUnused

(1) Adjusted amounts of share capital as at August 31, 2021
(2) The 85 million euro ceiling includes the amounts of any capital increases carried out pursuant to the 21st and 22nd resolutions of the Combined Shareholders Meeting held on January 21, 2020.
(3) This aggregate amount will be included in the 85 million euro ceiling set in the 20th resolution of the Combined Shareholders Meeting held on January 21, 2020.

As most of the above authorizations are due to expire shortly, shareholders are invited to renew them under similar conditions at the Annual Shareholders Meeting on December 14, 2021. More information on the resolutions to be submitted to this Combined Annual Shareholders Meeting is presented in Chapter 8 of this Universal Registration Document.

7.3.9 Potential share capital

As of the date of this document, there are no securities outstanding, other than existing equity securities and the restricted shares allocated to Group employees and Corporate Officers, as described in section 6.5 of the present document, which carry immediate or future rights to the Company’s share capital.