As the extraordinary resolution approved at the January 21, 2020 Combined Shareholders Meeting authorizing capital increases reserved for members of employee share purchase plans is due to expire, in the nineteenth resolution the Board of Directors is seeking a 26-month renewal of the corresponding authorization, in accordance with the applicable legal requirements. Employee share purchase plans could be used by Sodexo to align employees’ interests with those of its shareholders.
The total number of shares that may be issued may not represent more than 1.5% of the share capital, the aggregate amount of any capital increases carried out pursuant to this authorization would be included in the 85 million euro ceiling set in the seventeenth resolution.
The previous delegations of powers granted at the Combined Annual Shareholders Meeting of January 21, 2020 and before for the same purpose have not been used by the Board.
In the twentieth resolution, shareholders are invited to renew the authorization given to the Board of Directors in the eighteenth resolution of the January 22, 2019 Combined Shareholders Meeting (which is due to expire) to carry out free grants of existing and/or newly issued shares of the Company to all or selected categories of employees and/or Corporate Officers of the Group.
The number of existing and/or newly issued shares granted to employees may not exceed 2.5% of the issued share capital as of the date of the Board of Directors’ decision for the entire duration of the authorization or 1.5% of the share capital during a single fiscal year.
The restricted shares would only vest if the beneficiary remains with the Group throughout the three (3) year vesting period. In addition, for certain beneficiaries, the vesting of the shares would be subject to performance conditions determined by the Board of Directors, in accordance with the approved compensation policy.
Shares granted to the Chief Executive Officer may not represent more than 5% of the total restricted shares granted by the Board of Directors during each fiscal year pursuant to this authorization and their vesting must be subject (i) to the Chief Executive Officer remaining with the Group throughout the vesting period, and (ii) except in the event of an external recruitment to compensate for any loss of previous compensation or benefits, to the achievement of several performance conditions determined by the Board of Directors.
The Board of Directors considers that the current performance conditions reflect a good balance between the Company’s performance, investor confidence in the Group and Sodexo’s corporate responsibility performance.
This authorization would be valid for a period of thirty-eight (38) months.
Further information on the long-term incentive policy and its implementation are provided in sections 6.5 of the Fiscal 2021
Universal Registration Document.
(AUTHORIZATION FOR THE BOARD OF DIRECTORS TO REDUCE THE COMPANY'S SHARE CAPITAL BY CANCELLING TREASURY SHARES)
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 Extraordinary Shareholders Meetings and in accordance with articles L.22-10-62 et seq. of the French Commercial Code, authorizes the Board of Directors to cancel, on one or more occasions, some or all of the shares purchased by the Company under the shareholder approved share buy-back program and to reduce the share capital accordingly. The cancelled shares may not represent more than 5% of the total number of shares making up the Company’s share capital as of the date of this Shareholders Meeting (i.e., as an indication, a maximum of 7,372,744 shares at August 31, 2021) in any period of twenty-four (24) months.
The Shareholders Meeting gives full powers to the Board of Directors with powers to subdelegate within the law to perform such transactions relating to the cancellation and reduction of capital as may be required pursuant to this authorization, and in particular to charge the difference between the purchase price of the cancelled shares and their nominal amount against the related premiums or available reserves, including the legal reserve up to the equivalent of 5% of the cancelled capital, to amend the bylaws accordingly, to make all filings and carry out other formalities, and generally do all that is necessary.
The Shareholders Meeting acknowledges that this authorization is granted for a period of twenty-six (26) months from the date of this meeting and cancels, with effect from this day, any unused portion of the authorization given for the same purpose in the twenty-third resolution of the Combined Annual Shareholders Meeting of January 21, 2020.
(DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL BY ISSUING ORDINARY SHARES AND/OR OTHER SECURITIES CARRYING IMMEDIATE OR DEFERRED RIGHTS TO THE COMPANY'S CAPITAL, WITH PREFERENTIAL SUBSCRIPTION RIGHTS FOR SHAREHOLDERS)
Having considered the Board of Directors’ Report and the Statutory Auditors’ Special Report and having noted that the Company’s share capital is fully paid up, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Extraordinary Shareholders Meetings and in accordance notably with articles L.225-129, L.225-129-2, L.22-10-49, L.225-132 to L.225-134 and L.228-91 to L.228-93 of the French Commercial Code:
