Purpose
In the third resolution, shareholders are invited to approve the Board’s recommended appropriation of net income and the payment of a dividend of 3.10 euros per share for the fiscal year ending August 31, 2023, 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, 2019, and that are still held in such form when the dividend for Fiscal 2023 is paid will automatically be entitled to a 10% dividend premium, representing an additional 0.31 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, 2023).
The dividend payment schedule is as follows:
It is also proposed to allocate the balance to retained earnings, from which an amount of 700,000,000 euros would be taken to allocate it to the distributable reserves item entitled “Other reserves”, item from which a deduction to allow the allocation of shares in Pluxee would be made, subject to the adoption of the necessary resolutions by the Shareholders Meeting.
(APPROPRIATION OF NET INCOME FOR FISCAL 2023, DETERMINATION OF THE DIVIDEND AMOUNT AND PAYMENT DATE)
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 2023 of | €1,308,274,604 |
|---|---|
| plus retained earnings as of the close of Fiscal 2023 of | €1,502,691,571 |
| Making a total available for distribution of | €2,810,966,175 |
| In the following manner: | |
| Dividend (on the basis of 147,454,887 shares comprising the share capital as of August 31, 2023) | €457,110,150 |
| A 10% dividend premium (on the basis of 7,415,072 shares held in registered form as at August 31, 2023 that are eligible for the dividend premium after application of the limit of 0.5% of capital per shareholder) | €2,298,672 |
| Retained earnings, from which an amount of €700,000,000 is allocated to the distributable reserves item entitled “Other reserves” | €2,351,557,353 |
| Total | €2,810,966,175 |
Consequently, the Shareholders Meeting resolves to pay a dividend of 3.10 euros for the fiscal year ended August 31, 2023 to each of the Company's share eligible for the dividend.
In accordance with article 17-3(b) of the Company’s bylaws, shares held in registered form since at least August 31, 2019 and which are still in such form when the ordinary cash dividend is paid, i.e., on December 22, 2023, will automatically be entitled to a 10% dividend premium, representing an additional 0,31 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 at August 31, 2023).
The dividend and the dividend premium for the shares benefiting from it will be negotiated ex-dividend from the share on December 20, 2023 at midnight (Paris time) and paid on December 22, 2023.
In the event that the Company holds any of its own shares on the payment date, the ordinary cash dividend due on these shares will not be paid and will be transferred to retained earnings.
Similarly, if any of the 7,415,072 shares held in registered form that are eligible for the ordinary cash dividend premium as of August 31, 2023 cease to be recorded in registered form between September 1, 2023 and December 22, 2023 (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, it is specified that the dividend of 3.10 euros will be eligible for the allowance of 40% 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.
