Universal Registration Document - Fiscal 2023

4. Consolidated financial statements

NOTE 11. EQUITY AND EARNINGS PER SHARE

ACCOUNTING PRINCIPLES AND POLICIES

Sodexo treasury shares

Sodexo shares held by Sodexo S.A. itself and/or by other Group companies are shown as a reduction in consolidated shareholders’ equity at their acquisition cost.

Gains and losses on acquisitions and disposals of treasury shares are recognized directly in consolidated shareholders’ equity and do not affect profit or loss for the year.

Transactions in non-controlling interests

Changes in non-controlling interests while retaining control are recognized in shareholders’ equity. In particular, when additional shares in an entity already controlled by the Group are acquired, the difference between the acquisition cost of the shares and the share of net assets acquired is recognized in equity attributable to equity holders of the parent. The value of the assets and liabilities of the subsidiary (including goodwill) remains unchanged.

Commitments to purchase non-controlling interests

As required by IAS 32 “Financial instruments: Presentation”, Sodexo recognizes commitments to purchase non-controlling interests as a liability within borrowings in the consolidated statement of financial position. Commitments to purchase non-controlling interests given in connection with business combinations are recognized as follows:

  • the liability arising from the commitment is recognized in other borrowings at the present value of the purchase commitment;
  • the corresponding non-controlling interests are cancelled; and
  • additional goodwill is recognized for the balance.

Subsequently, the financial liability is remeasured at each year-end in accordance with the contractual arrangements (at fair value or at present value if fixed price) and, in the absence of any guidance provided by IFRS, with a counterparty in shareholders' equity.

Earnings per share

Earnings per share is calculated by dividing profit for the period by the weighted average number of ordinary shares outstanding during the period, net of treasury shares.

In the calculation of diluted earnings per share, the denominator is increased by the number of potentially dilutive shares, and the numerator is adjusted for all dividends and interest recognized in the period and any other change in income or expenses that would result from conversion of the potentially dilutive shares.

Potential ordinary shares are treated as dilutive if, and only if, their conversion to shares would decrease earnings per share or increase loss per share.

11.1 Equity

11.1.1 Statement of changes in shareholders’ equity
Composition of share capital and treasury shares
(number of shares) AUGUST 31, 2023 AUGUST 31, 2022
Share Capital(1)

Share Capital

(1)
AUGUST 31, 2023

147,454,887

Share Capital

(1)
AUGUST 31, 2022

147,454,887

Treasury shares(2)

Treasury shares

(2)
AUGUST 31, 2023

1,084,126

Treasury shares

(2)
AUGUST 31, 2022

841,102

Outstanding shares

Outstanding shares

AUGUST 31, 2023

146,370,761

Outstanding shares

AUGUST 31, 2022

146,613,785

(1) With a par value of 4 euros each.

(2) Treasury shares value of 93 million euros as of August 31, 2023 (74 million euros as of August 31, 2022).

Dividends
  FISCAL 2023 FISCAL 2022
Dividends paid (in million euros)

Dividends paid (in million euros)

FISCAL 2023

352

Dividends paid (in million euros)

FISCAL 2022

294

Dividend per share paid (in euros)

Dividend per share paid (in euros)

FISCAL 2023

2.40

Dividend per share paid (in euros)

FISCAL 2022

2.00

Sodexo's bylaws confer double voting rights on shares held in registered form for more than four years.

Furthermore, since Fiscal 2013, shares held in registered form for at least four years and still held in that form when the dividend becomes payable, are entitled to a dividend premium equal to 10% of the dividend paid on the other shares. The number of shares eligible for this dividend premium may not exceed 0.5% of the share capital for any single shareholder.

The Board of Directors meeting on October 25, 2023, has decided to propose on December 15, 2023, to the Annual Shareholders Meeting a dividend (before premium) of 3.10 euros per share for Fiscal 2023.