Fiscal 2022 Universal Registration Document

7 SHAREHOLDERSAND SHARE CAPITAL

7.3.4 Crossing of legal and statutory thresholds

In accordance with article L.233-7, I of the French Commercial Code, the following legal threshold crossings have been reported to the Company during Fiscal 2022:

CROSSING DATE SHAREHOLDER INCREASE/ DECREASE LEGAL THRESHOLD CROSSED (% capital) % VOTING RIGHTS HELD % SHARE CAPITAL HELD
May 3, 2022 May 3, 2022

SHAREHOLDER

Artisan Partners Limited Partnership

 May 3, 2022

INCREASE/ DECREASE

Increase

 May 3, 2022

LEGAL THRESHOLD CROSSED (% capital)

5%

 May 3, 2022

% VOTING RIGHTS HELD

5.03%

 May 3, 2022

% SHARE CAPITAL HELD

7.41%

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In accordance with article 8.4 of the Company’s Bylaws, any shareholder whose interest in the Company reaches or falls below 1% of the Company’s voting rights or any multiple thereof, must inform the Company. The following statutory threshold crossings have been reported during Fiscal 2022:

CROSSING DATE SHAREHOLDER INCREASE/ DECREASE STATUTORY THRESHOLD CROSSED (% voting rights) % VOTING RIGHTS HELD % SHARE CAPITAL HELD
August 8, 2022 August 8, 2022

SHAREHOLDER

Amundi

 August 8, 2022

INCREASE/ DECREASE

Decrease

 August 8, 2022

STATUTORY THRESHOLD CROSSED (% voting rights)

2%

 August 8, 2022

% VOTING RIGHTS HELD

1.99%

 August 8, 2022

% SHARE CAPITAL HELD

Not provided
May 3, 2022 May 3, 2022

SHAREHOLDER

Amundi

 May 3, 2022

INCREASE/ DECREASE

Increase

 May 3, 2022

STATUTORY THRESHOLD CROSSED (% voting rights)

2%

 May 3, 2022

% VOTING RIGHTS HELD

2.04%

 May 3, 2022

% SHARE CAPITAL HELD

3.01%
November 30, 2021 November 30, 2021

SHAREHOLDER

Caisse des Dépôts et Consignations

 November 30, 2021

INCREASE/ DECREASE

Decrease

 November 30, 2021

STATUTORY THRESHOLD CROSSED (% voting rights)

3%

 November 30, 2021

% VOTING RIGHTS HELD

2.90%

 November 30, 2021

% SHARE CAPITAL HELD

3.51%

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As of the date of this Universal Registration Document and to the best of Sodexo’s knowledge:

  • after the close of Fiscal 2022, the Company has received a statutory threshold crossing declaration. On October 19, 2022, First Eagle Investment Management declared that on October 18, 2022, it had crossed below the statutory threshold of 3% of the voting rights and held 6,556,780 voting rights, representing 2.99% of the voting rights of the Company;
  • only Bellon SA, Artisan Partners Limited Partnership, BlackRock Inc., Caisse des Dépôts et Consignations and First Eagle Investment Management hold 2% or more of the share capital or voting rights of Sodexo, directly or indirectly, through the companies they control, individually, or in concert;
  • there are no shareholder agreements in place and no agreements that, if implemented, could result in a change of control of Sodexo.

7.3.5 Share buy-back program

As a reminder:

  • the Combined Annual Shareholders' Meeting of January 12, 2021 authorized the Board of Directors, in its 15th resolution, to purchase or arrange for the purchase of Company shares within the limit of 5% of the total number of shares comprising the share capital as of January 12, 2021 (i.e., a total of 7,372,744 shares), for a period of 18 months. The maximum purchase price of shares pursuant to the authorization could not exceed 90 euros per share and the total amount allocated to the authorized share buy-back program could not exceed 663 million euro;
  • the Ordinary Annual Shareholders' Meeting of December 14, 2021, after having terminated the previous authorization, again authorized the Board of Directors, in its 15th resolution, to purchase or arrange for the purchase of Company shares for a further period of 18 months. The maximum purchase price pursuant to this authorization could not exceed 95 euros per share and the total amount allocated to the authorized share buy-back program could not exceed 700 million euros.

The above authorizations have been granted in order to cover restricted share plans, cancel treasury shares by reducing the share capital and/or facilitate the Sodexo liquidity contract. For more information about the objectives targeted by the two authorizations mentioned above, please refer to chapter 7 of the Fiscal 2020 and Fiscal 2021 Universal Registration Documents.

During Fiscal 2022, the Board of Directors used the above-mentioned authorizations as follows:

  • Sodexo repurchased 170,000 shares (representing 0.12% of the share capital) at an average price of 77.18 euros per share plus trading fees of 45,657 euros excluding taxes;
  • Sodexo transferred 439,262 shares for delivery under free share allocation plans.

Further, under the liquidity contract concluded between Sodexo and Exane, the following transactions were carried out during Fiscal 2022:

  • purchase of 2,162,598 shares for a total amount of 161,319,960.22 euros, at an average price of 74.595 euros;
  • sale of 2,218,827 shares for an aggregate amount of 166,176,850.94 euros, at an average price of 74.894 euros.

On June 22, 2021, the AMF renewed and updated the accepted market practice for liquidity contracts and reduced the maximum amount of liquidity contracts for companies with liquid securities. As a result, Sodexo has reduced the resources allocated to the liquidity contract. As of August 31, 2022, the following amounts were booked to the account:

  • 63,780 shares;
  • 10,267,003.11 euros.

As at August 31, 2022:

  • Sodexo directly held a total of 841,102 of its own shares (representing 0.6% of the share capital) intended to hedge:
    • various restricted share plans set up for Group employees (for more information about restricted share plans, please refer to section 6.5 of this document); and
    • the Sodexo liquidity account was composed of 63,780 shares;
    • the total carrying amount of the treasury shares portfolio was 74.1 million euros.

Since August 31, 2022, the Company has not purchased Sodexo shares other than through its liquidity contract.

Detailed information on these transactions may be found on the Sodexo website in the “Regulated information” section.