Universal Registration Document - Fiscal 2024

Introduction

Third resolution: Appropriation of net income, determination of the dividend amount and payment date
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 8.89 euros per share for the fiscal year ended August 31, 2024, comprising:

  • 2.65 euros per share, corresponding to the ordinary part of the annual dividend; and
  • 6.24 euros per share, corresponding to the special interim dividend paid on August 29, 2024, in full, out of the proceeds received by the Company from the sale of Sofinsod to Bellon SA, thus unwinding the cross-holding between Sodexo and Bellon SA.

The ordinary part of the annual dividend, i.e. 2.65 euros per share, represents a payout ratio on underlying net profit of 50%, in line with the Group dividend policy. This dividend is lower than the one paid in 2023 which was pre-spin-off of Pluxee.

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, 2020, and that are still held in such form when the dividend for Fiscal 2024 is paid, will automatically be entitled to a 10% dividend premium, representing an additional 0.26 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, 2024). It is specified that the 10% dividend premium on the special interim dividend, i.e. an additional 0.62 euro for each eligible share, was paid on August 29, 2024, at the same time as the special interim dividend.

The payment schedule of the ordinary part of the annual dividend is as follows:

  • Thursday, December 19, 2024: Ex-dividend date, i.e., date from which the shares are traded without rights to the dividend for the fiscal year ended August 31, 2024;
  • Monday, December 23, 2024: Payment date of the dividend and, as applicable, the dividend premium.
Third resolution

(APPROPRIATION OF NET INCOME FOR FISCAL 2024, 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 2024 of €1,545,281,879
plus retained earnings as of the close of Fiscal 2024 of €1,655,201,904
Making a total available for distribution of €3,200,483,783
In the following manner: not-included
Dividend (on the basis of 147,454,887 shares comprising the share capital as of August 31, 2024), comprising: €1,304,299,476
Ordinary part of the annual dividend, i.e. 2.65 per share €390,755,451
• Special interim dividend paid on August 29, 2024, i.e. 6.24 per share €913,544,025
a 10% dividend premium on the ordinary part of the annual dividend (on the basis of 7,653,424 shares held in registered form as of August 31, 2024* that are eligible for the dividend premium after application of the limit of 0.5% of capital per shareholder) €1,989,890
a 10% dividend premium on the special interim dividend (on the basis of 6,422,866 shares held in registered form as at August 28, 2024 that were eligible for the dividend premium after application of the limit of 0.5% of capital per shareholder) €3,953,165
Retained earnings €1,890,241,252
Total €3,200,483,783

* Position as at September 2, 2024, first business day after the close of the 2024 Fiscal year.

Consequently, the Shareholders Meeting resolves to pay a dividend of 8.89 euros for the fiscal year ended August 31, 2024 on each of the Company’s shares eligible for the dividend, comprising:

  • 2.65 euros per share, corresponding to the ordinary part of the annual dividend; and
  • 6.24 euros per share, corresponding to the special interim dividend paid on August 29, 2024.

In accordance with article 17-3(b) of the Company’s bylaws, shares held in registered form since at least August 31, 2020 and which are still in such form when the ordinary cash part of the annual dividend is paid, i.e., on December 23, 2024, will automatically be eligible for a 10% dividend premium, representing an additional 0.26 euros per share. The number of shares eligible for this 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, 2024). It is specified that in accordance with article 17-3(b) of the Company's bylaws, the 10% dividend premium on the special interim dividend, i.e., an additional 0.62 euros for each eligible share, was paid on August 29, 2024, at the same time as the special interim dividend.

Since the special interim dividend of 6.24 euros per share was paid on August 29, 2024, the ex-dividend date for the balance of 2.65 euros per share corresponding to the ordinary part of the annual dividend will be December 19, 2024 at midnight (Paris time) and it will be paid on December 23, 2024.

In the event that the Company holds any of its own shares on the payment date, the dividend due on these shares will not be paid and will instead be transferred to retained earnings.