In the third resolution, shareholders are invited to approve the Board’s recommended appropriation of net income and the payment of a dividend of 2.40 euros per share for the fiscal year ending August 31, 2022, representing a payout ratio on adjusted net profit of 50%, in line with the dividend policy.
In accordance with the Company’s bylaws, shares that have been held in registered form for at least four (4) years, i.e., since at least August 31, 2018, and that are still held in such form when the dividend for Fiscal 2022 is paid will automatically be entitled to a 10% dividend premium, representing an additional 0.24 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, 2022).
The dividend payment schedule is as follows:
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 2022 of | €321,434,578 |
|---|---|
| plus retained earnings as of the close of Fiscal 2022 of | €1,533,707,220 |
| Making a total available for distribution of | €1,855,141,798 |
| In the following manner: | |
|
dividend (on the basis of 147,454,887 shares comprising the share capital as of August 31, 2022) |
€353,891,729 |
|
a 10% dividend premium (on the basis of8,891,925 shares held in registered form as of August 31, 2022 that are eligible for the dividend premium after application of the limit of 0.5% of capital per shareholder) |
€2,134,062 |
|
retained earnings |
€1,499,116,007 |
| Total | €1,855,141,798 |
Accordingly, the Shareholders' Meeting resolves that a dividend of 2.40 euros will be paid for the fiscal year ended August 31, 2022 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, 2018 and which are still in such form when the dividend for Fiscal 2022 is paid, i.e., on December 28, 2022, will automatically be entitled to a 10% dividend premium, representing an additional 0.24 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, 2022).
The ex-dividend date for the dividend and the dividend premium (for eligible shares) will be December 23, 2022 at midnight (Paris time) and the dividend and the dividend premium will be paid on December 28, 2022.
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 8,891,925 shares held in registered form that are eligible for the dividend premium as of August 31, 2022 cease to be recorded in registered form between September 1, 2022 and December 28, 2022 (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.
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 2021 (PAID IN 2021) |
FISCAL 2020 (PAID IN 2021) |
FISCAL 2019 (PAID IN 2020) |
|
|---|---|---|---|
| Dividend per share* | Dividend per share* FISCAL 2021 (PAID IN 2021) €2.00 |
Dividend per share* FISCAL 2020 (PAID IN 2021) €0.00 |
Dividend per share* FISCAL 2019 (PAID IN 2020) €2.90 |
| Total payout | Total payout FISCAL 2021 (PAID IN 2021) €294,464,237 |
Total payout FISCAL 2020 (PAID IN 2021) €0 |
Total payout FISCAL 2019 (PAID IN 2020) €425,069,235 |
*Dividend fully eligible for the 40% allowance applicable to individuals who are a 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).
