In accordance with article 243 bis of the French General Tax Code, the full amount of
the recommended dividend (including the premium) will be eligible for the allowance provided for in article 158-3 2° of said Code to individuals domiciled for tax purposes in France, if they have opted for their overall income to be taxed based on the sliding income tax scale provided for in paragraph 2 of article 200 A of the French General Tax Code.
The Shareholders Meeting notes that dividends paid for the last three fiscal years were as follows:
| FISCAL 2020 (PAID IN 2021 ) | FISCAL 2019 (PAID IN 2020 ) | FISCAL 2018 (PAID IN 2019 ) | |
|---|---|---|---|
| Dividend per share* | Dividend per share *FISCAL 2020 (PAID IN 2021 )€0.00 |
Dividend per share *FISCAL 2019 (PAID IN 2020 )€2.90 |
Dividend per share *FISCAL 2018 (PAID IN 2019 )€2.75 |
| Total payout | Total payout FISCAL 2020 (PAID IN 2021 )€0 |
Total payout FISCAL 2019 (PAID IN 2020 )€425,069,235 |
Total payout FISCAL 2018 (PAID IN 2019 ) €402,512,000 |
* Dividend fully eligible for the 40% allowance applicable to individuals who are tax resident in France, as provided for in article 158-3 2° of the French General Tax Code (if the sliding income tax scale option is exercised).
In the fourth resolution, shareholders are invited to approve the agreement for the provision of services by Bellon SA to Sodexo, which was authorized by the Board of Directors on June 23, 2021.
The agreement concluded in 2016 between Bellon SA and Sodexo ending on November 17, 2021, the Board of Directors decided to renew it for another five-year period as from this date.
Under this agreement, Bellon SA provides Sodexo with assistance and consulting services in various areas: strategic planning, finance and human resources. Bellon SA provides Sodexo with three of its managers who hold the positions of Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Officer, and for which Bellon SA invoices Sodexo of their compensation, without any margin, generating no additional cost for Sodexo.
The Board of Directors considered that this agreement was in line with the interests of all shareholders given:
Indeed, this agreement guarantees the promotion and sharing, at all Group’s levels, of the values, culture and ambitions initially defined by Mr. Pierre Bellon. Since the creation of Sodexo more than fifty years ago, Mr. Pierre Bellon has aspired Sodexo to being the community of its customers and consumers, its staff and its stakeholders. This conception of the company, a precursor to the current rise of social and environmental concerns, is one of the fundamental principles of Sodexo’s development and guarantees a business model that creates value for all stakeholders. Through these three key managers who guarantee this model, Sodexo ensures that it is disseminated in the implementation of the Group’s strategy. This is fully in line with the interests of all Sodexo shareholders and stakeholders.
The purpose of the agreement, its financial conditions and its interest for Sodexo and its stakeholders are described in detail in section 6.3.2 of the Fiscal 2021 Universal Registration Document.
(APPROVAL OF A RELATED-PARTY AGREEMENT FOR THE PROVISION OF SERVICES BY BELLON SA TO SODEXO)
Having considered the Board of Directors’ Report and the Statutory Auditors’ Special Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.225-38 et seq. of the French Commercial Code, approves the agreement authorized by the Board of Directors and entered into between the Company and Bellon SA on October 26, 2021, as referred to in this special report.
