Universal Registration Document - Fiscal 2024

Introduction

8.3.2 Changes in the breakdown of share capital and voting rights over the last three years

not-included AUGUST 31, 2024 AUGUST 31, 2023 AUGUST 31, 2022
SHAREHOLDERS (in number/%) SHARES HELD THEORETICAL VOTING RIGHTS EXERCISABLE VOTING RIGHTS SHARES HELD THEORETICAL VOTING RIGHTS EXERCISABLE VOTING RIGHTS SHARES HELD THEORETICAL VOTING RIGHTS EXERCISABLE VOTING RIGHTS
Bellon SA 63,040,363 42.8% 126,080,726 57.7% 126,080,726 58.0% 63,040,363 42.8% 125,290,848 57.6% 125,290,848 57.9% 63,040,363 42.8% 125,290,848 57.3% 125,290,848 57.5%
Artisan Partners(2) (5) 10,867,862 7.4% 10,867,862 5.0% 10,867,862 5.0% 10,697,220 7.3% 10,697,220 4.9% 10,697,220 4.9% 10,634,821 7.2% 10,634,821 4.9% 10,634,821 4.9%
MFS Investment Management(2)(4) 4,816,401 3.3% 4,816,401 2.2% 4,816,401 2.2% 4,519,830 3.1% 4,519,830 2.1% 4,519,830 2.1% 585,169 0.4% 585,169 0.3% 585,169 0.3%
BlackRock Inc.(4) 4,657,988 3.2% 4,657,988 2.1% 4,657,988 2.1% 4,880,621 3.3% 4,880,621 2.2% 4,880,621 2.3% 4,581,547 3.1% 4,581,547 2.1% 4,581,547 2.1%
First Eagle Investment Management(4) 3,977,628 2.7% 3,977,628 1.8% 3,977,628 1.8% 5,964,387 4.0% 5,964,387 2.7% 5,964,387 2.8% 7,451,360 5.1% 7,451,360 3.4% 7,451,360 3.4%
Employees(3) 2,218,582 1.5% 3,831,642 1.8% 3,831,642 1.8% 2,230,481 1.5% 3,775,339 1.7% 3,775,339 1.7% 2,469,593 1.7% 4,117,244 1.9% 4,117,244 1.9%
Treasury Shares 1,064,010 0.7% 1,064,010 0.5% — —% 1,084,126 0.7% 1,084,126 0.5% — —% 841,102 0.6% 841,102 0.4% — —%
Others(4) 56,812,053 38.5% 63,287,555 29.0% 63,287,555 29.1% 55,037,859 37.3% 61,136,535 28.1% 61,136,535 28.3% 57,850,932 39.2% 65,243,143 29.8% 65,243,143 29.9%
TOTAL 147,454,887 100% 218,583,812 100% 217,519,802 100% 147,454,887 100% 217,348,906 100% 216,264,780 100% 147,454,887 100% 218,745,234 100% 217,904,132 100%

(1) Treasury shares do not carry any voting rights, in accordance with article L.225-210 of the French Commercial Code.

(2) Acting on behalf of its managed funds.

(3) This figure includes the shares held by employees in an account with Société Générale as a result of restricted share awards, in accordance with French Act no. 2015-990 of August 6, 2015 on growth, business and equal economic opportunities.

(4) Number of shares held as at June 30, 2024

(5) Number of shares declared on August 6, 2024 in a threshold crossing notification, downwards through the 5% of voting rights threshold.

As at August 31, 2024, the members of the Board of Directors together directly held 0.03% of the Company’s share capital.

8.3.3 Shareholding held by Bellon SA

During Fiscal 2024, the equity stake of Bellon SA, the family holding company, remained stable at 42.8% of the share capital, with a total number of shares held of 63,040,363 and 58.0% of the exercisable voting rights as of August 31, 2024.

Mr. and Mrs. Pierre Bellon and their children entered into an agreement in June 2015 to prevent their direct descendants from freely disposing of their Bellon SA shares for 50 years. Bellon SA has no intention of selling this holding to a third party.

8.3.4 Crossing of legal and statutory thresholds

In accordance with article L.233-7, I of the French Commercial Code, the below legal threshold crossing has been reported to the Company during Fiscal 2024.

CROSSING DATE SHAREHOLDER INCREASE/DECREASE STATUTORY THRESHOLD CROSSED (% voting rights) % VOTING RIGHTS HELD % SHARE CAPITAL HELD
August 6, 2024 August 6, 2024SHAREHOLDER

Artisan Partners

August 6, 2024INCREASE/DECREASE

Decrease

August 6, 2024STATUTORY THRESHOLD CROSSED (% voting rights)

5.00 %

August 6, 2024% VOTING RIGHTS HELD

4.99 %

August 6, 2024% SHARE CAPITAL HELD

7.37%

In accordance with article 8.4 of the Company’s Bylaws, any shareholder whose interest in the Company reaches or falls below 1% of the Company’s voting rights or any multiple thereof, must inform the Company. The following statutory threshold crossings have been reported during Fiscal 2024:

CROSSING DATE SHAREHOLDER INCREASE/DECREASE STATUTORY THRESHOLD CROSSED (% voting rights) % VOTING RIGHTS HELD % SHARE CAPITAL HELD
December 12, 2023 December 12, 2023SHAREHOLDER

Caisse des Dépôts et Consignations

December 12, 2023INCREASE/DECREASE

Decrease

December 12, 2023STATUTORY THRESHOLD CROSSED (% voting rights)

1 %

December 12, 2023% VOTING RIGHTS HELD

0.90 %

December 12, 2023% SHARE CAPITAL HELD

1.28%

November 14, 2023 November 14, 2023SHAREHOLDER

First Eagle Investment Management

November 14, 2023INCREASE/DECREASE

Decrease

November 14, 2023STATUTORY THRESHOLD CROSSED (% voting rights)

2 %

November 14, 2023% VOTING RIGHTS HELD

1.98 %

November 14, 2023% SHARE CAPITAL HELDNot communicated

As of the date of this document and to the best of Sodexo’s knowledge:

  • after the close of Fiscal 2024, the Company has received a statutory threshold crossing declaration on September 30, 2024 by which MFS Investment Management declared holding 4,498,713 shares with voting rights, equivalent to 2.06% of the Company's voting rights;
  • only Bellon SA, Artisan Partners Limited Partnership, First Eagle Investment Management, BlackRock Inc. and MFS Investment Management hold 2% or more of the share capital or voting rights of Sodexo, directly or indirectly, through the companies they control, individually, or in concert;
  • there are no shareholder agreements in place and no agreements that, if implemented, could result in a change of control of Sodexo.