Shareholders Meetings are called and deliberate on the terms stipulated by the law. They are held at the registered office or at any other place specified in the notice of meeting.
For the purposes of calculating quorum and majority at Shareholders Meetings, shareholders taking part in said meetings via video-conferencing or electronic links allowing them to be identified in accordance with the definitions and conditions relating to such links as stipulated in the relevant laws or regulations are deemed to have attended the meeting.
Shareholders Meetings are made up of all shareholders whose shares are paid up to the extent called and whose right to participate in the Shareholders Meeting is evidenced by an entry recorded, by the date and according to the procedure required by applicable laws and regulations, in a share register or securities account in the name of the shareholder or, for shareholders who are not resident in France, the shareholder’s accredited financial intermediary, showing the number of shares held.
Shares must be registered within the above-stipulated deadline either in share accounts in the shareholder’s name held by the Company or via the approved intermediary, or in bearer share accounts held by the approved intermediary.
Members are entitled to attend Shareholders Meetings upon simple proof of identity and entitlement. The Board of Directors may, at its discretion, issue personal admission cards to shareholders in their names and demand presentation thereof.
All shareholders may vote remotely as provided by applicable laws and regulations.
Equally, all shareholders may take part in discussions when meetings are in session and vote via electronic data.
Shareholders Meetings are chaired by the Chairperson of the Board of Directors, or in his absence by the Vice Chairperson if one has been appointed or failing that by the longest-serving director present. If there is no director present, the meeting elects its own Chairperson.
No shareholder holds any special voting rights and all shares in the Company carry one voting right, except for registered shares carrying double voting rights.
The Annual Shareholders Meeting held on February 23, 1999 introduced double voting rights conferred on all fully paid-up shares registered in the name of the same shareholder for at least four years as well as on registered shares allotted free of charge to a shareholder for the existing shares held by that shareholder that carry double voting rights, in the event of a bonus share issue carried out by capitalizing profit, reserves or premiums.
As at August 31, 2023, the 147,454,887 shares making up the Company’s capital carried 217,348,906 theoretical voting rights and 216,264,780 voting rights exercisable at Shareholders Meetings. 68,894,019 of the shares have double voting rights, representing 46.7% of the capital and 63.7% of the voting rights, which could be exercisable at that date.
Only treasury shares do not carry any voting rights, in accordance with article L.225-210 of the French Commercial Code (which accounts for differences between the theoretical number of voting rights and the number of exercisable voting rights).
All modifications to share capital or voting rights attached to the shares therein are subject to legal requirements, as the Company’s Bylaws do not contain specific provisions.
A full version of the Company’s Bylaws is available on the Group’s website at www.sodexo.com.
Documents relating to the Company which are required to be made available to the public (bylaws, reports and other documents, historical financial information of the Company and consolidated financial information for at least each of the two fiscal years preceding the date of this Fiscal 2023 Universal Registration Document) are available on the Company’s website (www.sodexo.com) and may also be consulted at its registered office at 255, quai de la Bataille-de-Stalingrad – 92130 Issy-les- Moulineaux, France, preferably by appointment.
