On the recommendation of the Audit Committee, the Board of Directors adopted an internal charter for the Group to be used for identifying agreements that are subject to the procedure for related-party agreements, and distinguishing them from other agreements entered into in the ordinary course of business. This charter helps ensure that Sodexo complies with French legislation on these agreements, which requires companies to regularly assess the conditions under which such agreements are entered into and to analyze their classification.
In addition to describing the regulatory framework applicable to the various types of agreements that may be entered into by the Group, the charter provides for a regular assessment to be carried out by the Audit Committee of the conditions under which agreements are entered into in the ordinary course of business, with any parties that have a direct or indirect interest in an agreement being prohibited from taking part in the corresponding assessment.
A summary of how the charter has been applied is presented once a year to the Audit Committee, which then reports to the Board of Directors on the work it has carried out.
Bellon SA is the animating holding company of the Bellon family which, with 42.8% of the shares and 58.0% of the voting rights as of August 31, 2024, controls Sodexo within the meaning of article L.233-3 of the French Commercial Code. Sophie Bellon, Nathalie Bellon-Szabo, François-Xavier Bellon and Patrice de Talhouët are members of the Management Board of Bellon SA and directors of Sodexo, and therefore are referred to under French law, as "interested directors". Consequently, agreements entered into between Sodexo and Bellon SA are agreements potentially falling into the scope of articles L. 225-38 of the French Commercial Code.
During Fiscal 2024, only two agreements, one entered into during the year and the other continued during the year, were related-party agreements.
After the withdrawal from the merger between Sodexo and Carlson Wagons-Lits in 1991 and the unwinding of cross-shareholdings, Sofinsod, a wholly-owned subsidiary of the Company, held 19.6% of Bellon SA, the animating holding company and the controlling shareholder of the Company and Pluxee.
In order to simplify the Company’s shareholding structure and enable the valuation of an illiquid and undervalued asset held for more than three decades, Sodexo has been in discussions with Bellon SA, the only possible buyer, for several years with a view to ending this cross-shareholding loop, in particular by selling 100% of the Sofinsod shares held by the Company to Bellon SA (the Sale).
Four independent directors (Luc Messier, Véronique Laury, Gilles Pélisson and Jean-Baptiste Chasseloup de Chatillon) met on several occasions during the first half of 2024 to oversee the exploratory work on this proposed Sale, which was being carried out by the Finance, Legal and Tax Department with the assistance of financial and legal advisors. In light of the progress of this work and the discussions with Bellon SA, and in accordance with the recommendations of the AMF, the Board of Directors decided on June 10, 2024 to set up an ad hoc Committee, composed of the same four independent directors of the Company, to ensure that the work relating to the sale is completed. On June 11, 2024, the Board of Directors, on the recommendation of the ad hoc Committee, appointed Finexsi Expert et Conseil Financier as an independent expert to examine and prepare a report on the financial terms of the sale, the work of which was supervised by the ad hoc Committee.
The ad hoc Committee met on several occasions, with or without the presence of the Company’s advisers and the independent expert, in order to hear the persons involved in the preparation of the transaction and to ensure that the independent expert had in its possession all the information required to perform its assignment in a satisfactory manner.
An offer was made by Sodexo in June 2024 and accepted by Bellon SA on July 4, 2024, subject to negotiation and finalization of the legal documentation and Bellon SA obtaining the necessary financing.
As the approval of the sale and the conclusion of the agreement fell within the scope of articles L. 225-38 et seq. of the French Commercial Code, they were subject to the prior approval of the Board of Directors, with the interested directors not taking part in the deliberations or the vote.
On the basis of the final draft of the sale agreement, and following in-depth discussions between the Company and Bellon SA in which the ad hoc Committee was fully involved, the ad hoc Committee, having considered the conclusions of Finexsi’s report, made a favorable recommendation to the Board of Directors which, at its meeting of July 23, 2024, approved the conclusion of the agreement for the purposes of the sale of Sofinsod to Bellon SA and the distribution of the entire sale proceeds to Sodexo shareholders in the form of a special interim dividend. These decisions were taken unanimously by the members of Sodexo’s Board of Directors, noting that, in accordance with applicable law, the interested directors did not take part in the deliberations or vote on the conclusion of the agreement. The transaction was also subject to the information and consultation of the employee representative bodies, which delivered a favorable opinion on July 10, 2024.
The transaction valued 100% of Sofinsod's shares at 917,908,704 euros. Sofinsod had only one balance sheet asset, its 19.6% stake in Bellon SA. This sale price was the subject of a fairness opinion issued by Finexsi Expert et Conseil Financier, an independent expert who presented its report on the financial terms of the sale to the Board of Directors prior to the meeting. It should also be noted that, in accordance with the accounting rules in force, the Sofinsod shares were previously valued at 751 million euros in Sodexo consolidated financial statements for the first half of 2024.
The Sale took place on August 23, 2024 and the entire Sale proceeds were distributed to shareholders in the form of a special interim dividend of 6.24 euros per share. The record date for this special interim dividend was August 27, 2024 and it was paid on August 29, 2024.
In accordance with legal requirements, the Sale Agreement was provided to the Company’s Statutory Auditors.
The Statutory Auditors’ Special Report on related-party agreements is provided in section 5.4.2 of this Universal Registration Document.
