Universal Registration Document - Fiscal 2023

4.5.1 Context of preparation of the Pro Forma Financial Information

Pluxee (Sodexo's Benefits & Rewards Services activity) spin-off project ("the Transaction") was announced on April 5, 2023 by the Group, and unanimously approved on October 25, 2023 by the Board of Directors. It consists of the spin-off and listing of Pluxee via the distribution of shares of this entity to Sodexo shareholders.

The full spin-off project will be submitted to a shareholder vote during a dedicated General Meeting to be held in early 2024.

In view of the spin-off of Pluxee, the Group signed two new credit facilities for Pluxee, including a bridge loan of 1.5 billion euros with a duration of 12 months. This bridge loan will be used to refinance the debt to Sodexo existing as of August 31, 2023. Accordingly, the spin-off and repayment of pre-existing financial assets and liabilities between Sodexo and Pluxee (together, the “Transaction”) is reflected in the Pro Forma Information.

The objective of Sodexo's unaudited consolidated pro forma financial information (hereinafter the “Pro Forma Financial Information”) is intended to explain the impact of the Transaction described below would have had on the consolidated balance sheet as of August 31, 2023 and on the consolidated income statement for the period from September 1, 2022 to August 31, 2023, if the transaction had occurred on September 1, 2022 for the Pro Forma consolidated Income Statement and on August 31, 2023 for the Pro Forma consolidated balance sheet.

This Pro Forma Financial Information has a purely illustrative value and does not represent (i) the results of the operational activities or the financial situation of the Group which would have been recorded if the Transaction had occurred on a date prior to that of its actual occurrence, nor (ii) the future operational results of the Group upon completion of the Transaction.

Choice of the accounting method for Pluxee deconsolidation:

In the Pro Forma consolidated financial statements, Sodexo has elected to account for the demerger using Pluxee’s Net Book Value. Therefore, the deconsolidation does not generate any loss or gain in the Pro Forma consolidated income statement, except for the negative impact of the recycling of the currency translation adjustment reserves related to Pluxee, mainly from the Brazilian Real and Venezuelan Bolivar, amounting to 525 million euros as of August 31, 2023. This non-cash loss is purely technical, and will not have any impact on Sodexo’s equity, cashflow or dividend distribution capacity.

If Sodexo had elected to account for the demerger using a Pluxee Fair Value, the impact on the Pro Forma consolidated income statement would have been a significant technical gain in net income, given the difference between the net book value of Pluxee in the accounts of Sodexo and its fair value.

The final accounting treatment will be reflected in the next consolidated accounts.

Whatever the choice of accounting for the demerger, the consequences on the Pro Forma consolidated financial statements are purely technical and do not affect Sodexo’s equity, cashflow or distribution capacity.

4.5.2 Basis of preparation of the Pro Forma Financial Information

This unaudited Pro Forma Financial Information is presented in accordance with Annex 20 of Delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129. The Pro Forma Financial Information applies the recommendations issued by the ESMA (ESMA32-382-1138 of March 4, 2021) and the provisions of the position-recommendation “Guide for establishing universal registration documents” of the AMF relating to Pro Forma Financial Information. 

The Pro Forma Financial Information has been prepared in accordance with the accounting principles applied by Sodexo for the preparation of its consolidated financial statements, on the basis of:

• audited consolidated financial statements as of August 31, 2023 and for the financial year ended on that date, established in accordance with IFRS standards as adopted by the European Union, audited by KPMG and ERNST & YOUNG Audit. The latter's report contains no reservations or observations. These consolidated financial statements as of August 31, 2023 and the corresponding audit report are included in the Universal Registration Document, in chapter 4.1. and 4.4.
• the recognition of the distribution of shares in net book value with a technical non-cash impact on the income statement of the currency translation adjustments reserves recycling.
• a reimbursement of the financing granted by Sodexo to Pluxee and the transfer of cash placed by Pluxee with Sodexo.

The Pro Forma adjustments taken into account to establish this Pro Forma Financial Information are limited to those directly attributable to the Transaction, presented above, and which can be supported by facts. These adjustments do not generate a tax effect given the existence of tax loss carryforwards not activated by Sodexo S.A.. The Pro Forma Financial Information is based on assumptions deemed reasonable by Sodexo as of the date of this document, based on available information.

Pro Forma Financial Information is presented in millions of euros.