Fiscal 2021 Universal Registration Document

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

Fourteenth resolution: Approval of the components of compensation paid during or awarded for Fiscal 2022 to Denis Machuel, Chief Executive Officer until September 30, 2021
Purpose

In the fourteenth resolution, in light of the termination of the term of office of Denis Machuel as Chief Executive Officer on September 30, 2021, and pursuant to article L.22-10-34 II of the French Commercial Code, shareholders are invited to approve the components of the total compensation and benefits paid during or awarded for Fiscal 2022 to Denis Machuel, and particularly:

  • his fixed compensation, calculated on a pro rata basis until September 30, 2021 i.e., a gross amount of 75,000 euro; 
  • his variable compensation, calculated on a pro rata basis until September 30, 2021, which was set at its target level: 100% of his fixed compensation, i.e., a gross amount of 75,000 euro; 
  • the indemnity due to him under his non-compete obligation, set at a 3-year term, the amount of which (according to the CEO compensation policy for Fiscal 2022) is equal to 24 months of his fixed and variable annual compensation for Fiscal 2021, i.e., a gross amount of 3,420,000 euro. This indemnity will be paid to him on a staggered basis during the entire period if his non-compete obligation; 
  • the entitlement to health insurance and life insurance for a period of 12 months following the end of his term of office.

These elements were determined by the Board of Directors based on the recommendations of the Compensation Committee and are detailed in the Board of Directors’ Corporate Governance Report provided in chapter 6, section 6.5.2 of the Company’s Fiscal 2021 Universal Registration Document.

In accordance with French legal requirements, the payment to Denis Machuel of these compensation components (excluding fixed compensation) is subject to the approval of this resolution.  

Fourteenth resolution

(APPROVAL OF THE COMPONENTS OF COMPENSATION PAID DURING OR AWARDED FOR FISCAL 2022 TO DENIS MACHUEL, CHIEF EXECUTIVE OFFICER UNTIL SEPTEMBER 30, 2021)

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.22-10-34 II of the French Commercial Code, approves the components of the total compensation and benefits paid during or awarded for the fiscal year ended August 31, 2022 to Denis Machuel, Chief Executive Officer, until the termination of his term of office within the Company, as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in chapter 6, section 6.5.2 of the Company’s Fiscal 2021 Universal Registration Document.

Fifteenth resolution : Authorization for the Company to purchase its own shares
Purpose

As of August 31, 2021, the Company held 1,166,593 treasury shares, corresponding to 1.6% 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 buy-backs 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 December 14, 2021.

The maximum price of the shares that may be purchased under this share buyback program would be 95 euro per share and the total amount invested in the program may not exceed 700 million euro.

The shares purchased would be used, inter alia, to (i) cover restricted share plans, (ii) reduce the Company’s share capital by cancelling 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 section 7.3.5 of the Company’s Fiscal 2021 Universal Registration Document.