Fiscal 2021 Universal Registration Document

8. Combined annual shareholders’ meeting of december 14, 2021

 Third resolution: Appropriation of net income; determination of the dividend amount and payment date
Purpose

In the third resolution, shareholders are invited to approve the Board’s recommended appropriation of net income and the payment of a dividend of 2.00 euro per share for Fiscal 2021. This includes a recurring 1.20 euro, reflecting the dividend policy of a payout ratio of 50% of Underlying net profit, and a very exceptional non-recurring element of 0.80 euro, reflecting the distribution of the cash related to the disposals program of about 120 million euro.

In accordance with the Company’s bylaws, shares held in registered form for at least four (4) years, i.e., since at least August 31, 2017, and which are still held in such form when the dividend for Fiscal 2021 is paid, will automatically be entitled to a 10% dividend premium, representing an additional 0.20 euro per share. Where necessary, the amount of the dividend plus the premium will be rounded down to the nearest euro cent. The number of shares eligible for the dividend premium may not represent over 0.5% of the share capital for any single shareholder (corresponding to a maximum of 737,274 shares per shareholder based on the Company’s share capital as of August 31, 2021).

The dividend payment schedule is as follows:

Friday December 17, 2021: Ex-dividend date, i.e., date on which the shares are traded without rights to the Fiscal 2021 dividend.

Tuesday December 21, 2021: Payment date of dividend and, as applicable, the dividend premium.

Third resolution

(APPROPRIATION OF NET INCOME FOR FISCAL 2021, DETERMINATION OF THE DIVIDEND AMOUNT AND PAYMENT DATE)

In accordance with the proposal made by the Board of Directors, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings, resolves:


to allocate net income for Fiscal 2021 of 136,404,453
plus retained earnings as of the close of Fiscal 2021 of  €1,691,767,004
Making a total available for distribution of  €1,828,171,457
In the following manner:  
  • dividend (on the basis of 147,454,887 shares comprising the share capital as of August 31, 2021)
 €294,909,774
  • a 10% dividend premium (on the basis of 8,963,835 shares held in registered form as of August 31, 2021 that are eligible for the dividend premium aft er application of the limit of 0.5% of capital per shareholder)
1,792,767
  • retained earnings
1,531,468,916
Total €1,828,171,457

Accordingly, the Shareholders Meeting resolves that a dividend of 2.00 euro will be paid for Fiscal 2021 on each share eligible for the dividend.

In accordance with article 18 of the Company’s bylaws, shares held in registered form since at least August 31, 2017 and which are still in such form when the dividend for Fiscal 2021 is paid, i.e., on December 21, 2021, will automatically be entitled to a 10% dividend premium, representing an additional 0.20 euro. The number of shares eligible for this dividend premium may not represent over 0.5% of Sodexo’s share capital for any single shareholder (corresponding to a maximum of 737,274 shares per shareholder based on the Company’s share capital as of August 31, 2021).

The ex-dividend date for the dividend and the dividend premium (for eligible shares) will be December 17, 2021 at midnight (Paris time) and they will be paid on December 21, 2021.

In the event that the Company holds any of its own shares on the payment date, the dividend due on these shares will not be paid and will be transferred to retained earnings.

Similarly, if any of the 8,963,835 shares held in registered form that are eligible for the dividend premium as of August 31, 2021 cease to be recorded in registered form between September 1, 2021 and December 21, 2021 (the dividend payment date), the amount of the dividend premium due on such shares will not be paid and instead will be transferred to retained earnings.