The Shareholders Meeting notes that dividends paid for the last three fiscal years were as follows:
| FISCAL 2022 (PAID IN 2022) | FISCAL 2021 (PAID IN 2021) | FISCAL 2020 (PAID IN 2021) | |
|---|---|---|---|
| Dividend per share* | Dividend per share* FISCAL 2022 (PAID IN 2022)€2,40 |
Dividend per share* FISCAL 2021 (PAID IN 2021)€2,00 |
Dividend per share* FISCAL 2020 (PAID IN 2021)€0 |
| Total payout | Total payout FISCAL 2022 (PAID IN 2022)€352,450,227 |
Total payout FISCAL 2021 (PAID IN 2021)€294,464,237 |
Total payout FISCAL 2020 (PAID IN 2021)€0 |
* 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).
Amendment of article 17 ("Appropriation and distribution of earnings") of the Company’s bylaws
Purpose
As announced on October 26, 2023, the Board of Directors of the Company unanimously decided to approve the separation project (spin-off) of the On-site Services and the Benefits & Rewards Services providing for the separation and listing on Euronext Paris of the Pluxee shares, a company that directly or indirectly owns via its subsidiaries the Benefits & Rewards Services activities.
The spin-off project will be realised by way of a distribution of reserves in-kind, the amount of which would be fully withdrawned from the distributable reserves item entitled “Other reserves”, to the shareholders of the Company of all the shares making up the share capital of Pluxee subject to, as applicable, the shares that would have been issued for purely technical reasons in order to respect the allocation ratio of 1 Pluxee share for 1 Sodexo share.
The completion of the spin-off remains subject to the finalization of certain technical conditions and in particular the approval of the prospectus by the Dutch Financial Markets Authority (Autoriteit Financiële Markten, the AFM), which should take place at the beginning of 2024. The shareholders of the Company will be consulted again at a next Shareholders Meeting which should be held at the beginning of 2024 in order to decide on this distribution of Pluxee shares.
In order to enable the Company to carry out the distribution in kind of the Pluxee shares, it is first necessary to amend article 17 ("Appropriation and distribution of earnings") of the Company's bylaws, in order to give the Shareholders Meeting the opportunity to decide, in accordance with the provisions of Article L. 232-12 of the French Commercial Code, in the event of distribution of dividends, reserves or premiums, or in the event of capital reduction , that all or part of this distribution or capital reduction will be carried out by delivery of assets in kind, including financial securities held by the Company.
This modification is the subject of the 4th resolution submitted for approval by the Shareholders Meeting.
It is also proposed to exceptionally suspend the application of the provisions of the Company's bylaws relating to the payment of an increased dividend in the context of the distribution in kind of Pluxee shares.
The suspension of the increased dividend is the subject of the 5th resolution submitted for approval by the Shareholders Meeting.
(AMENDMENT OF ARTICLE 17 (APPROPRIATION AND DISTRIBUTION OF EARNINGS) OF THE COMPANY’S BYLAWS)
The Shareholders Meeting, acting under the rules of quorum and majority applicable to Extraordinary Shareholders Meetings, having taken note of the report of the Board of Directors, resolves to supplement article 17.4 of the Company’s bylaws as follows:
“4. The Shareholders Meeting, adopting the financial statements for the fiscal year, has the option to grant each shareholder, for all or part of the dividend distributed or interim dividend, an option to have the dividend or interim dividends paid in cash or in shares.
The shareholder must exercise this option on the entire dividend or interim dividend relating to the shares held.
Moreover, the Shareholders Meeting may decide, for all or part of the dividend, interim dividends, reserves or premiums distributed, that this distribution of dividends, interim dividends, reserves or premiums will be made in kind by delivery of Company assets, including financial securities, with or without a cash option.
The Shareholders Meeting may decide that fractional rights will not be negotiable or transferable, notwithstanding the provisions of article 9.3 of the bylaws. In particular, the Shareholders Meetings may decide that, when the share of the distribution to which the shareholder is entitled is not a whole number of the unit of measurement used for the distribution, the shareholder will receive the whole number of the next-lowest unit of measurement plus the balance in cash.”
The other stipulations of article 17 of the Company’s bylaws remain unchanged.
Full powers are given to the Board of Directors, with the option to subdelegate these powers to the Chairwoman and Chief Executive Officer, under the conditions provided for by French law, for the purpose of carrying out all operations and formalities related to or following the adoption of this resolution, including making any useful amendments to the bylaws to give effect to this resolution.
