Similarly, if any of the 7,653,424 shares held in registered form that are eligible for the ordinary cash dividend premium as of August 31, 2024 are no longer recorded in registered form between September 1, 2024 and December 23, 2024 (the dividend payment date), the amount of the dividend premium due on such shares will not be paid and will instead be transferred to retained earnings.
In accordance with article 243 bis of the French General Tax Code, it is specified that the dividend of 8.89 euros per share will be eligible for the allowance of 40% provided for in article 158-3 2° of said Code for 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.
The Shareholders Meeting notes that dividends paid for the last three fiscal years were as follows:
| not-included | FISCAL 2023 (PAID IN 2023) | FISCAL 2022 (PAID IN 2022) | FISCAL 2021 (PAID IN 2021) |
|---|---|---|---|
| Dividend per share* | €3.10 | €2.40 | €2 |
| Total payout | €457,110,150 | €352,450,227 | €294,464,237 |
* Dividend fully eligible for the 40% allowance applicable to individuals domiciled for tax purposes 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).
The purpose of the fourth resolution is to approve the agreement entered into on July 23, 2024 between the Company and Bellon SA for the sale to Bellon SA of all the shares in Sofinsod, a company whose only asset in its balance sheet is a 19.6% interest in the capital of Bellon SA.
An ad hoc committee comprising four independent directors (Luc Messier, Véronique Laury, Gilles Pélisson and Jean-Baptiste Chasseloup de Chatillon) was set up with the following remit:
(i) propose to the Board the appointment of an independent expert to draw up a report on the financial terms and conditions of the sale,
(ii) monitor the work of such independent expert by ensuring that its valuation and due diligence are carried out properly and that the independent expert had access to the required information,
(iii) issue a recommendation to the Board on the merits of the sale for the Company.
Having reviewed the engagement letter and the terms and conditions of the independent expert’s services, the Board of Directors unanimously (without the interested directors taking part), and on the recommendation of the ad hoc committee, formally appointed Finexsi Expert et Conseil Financier as independent expert, with the task of reviewing and preparing a report on the financial terms and conditions of the sale, and whose work would be supervised by the ad hoc committee.
The ad hoc committee monitored the negotiation and finalization of the legal documentation.
In its report on the financial terms and conditions of the sale, Finexsi Expert et Conseil Financier, acting as an independent expert, considered the sale price to be fair from a financial point of view.
By unanimous decision of the directors (without the interested directors taking part), in light of the conclusions of the independent expert and on the recommendation of the ad hoc committee, the Board of Directors gave its prior authorization for the Company to enter into this sale agreement on July 23, 2024. The agreement was signed on the same day and the sale took place on August 23, 2024.
This sale enabled Sodexo to put an end to the cross-shareholding loop, simplify its shareholder structure and monetize an illiquid and undervalued asset.
The transaction valued 100% of Sofinsod’s shares at 917,908,704 euros. Sofinsod had only one asset on its balance sheet, its 19.6% interest in Bellon SA. This valuation took into account the illiquid nature of the shareholding, not being listed on a regulated market and Bellon SA being the only possible buyer of this asset under Bellon SA’s bylaws, the lack of voting rights in Bellon SA (and therefore in Sodexo or Pluxee), and the almost total lack of access to the dividends paid by Sodexo and Pluxee. Finally, the transaction does not give Bellon SA any additional control over Sodexo, which continues to own 42.8% of Sodexo and Pluxee after the transaction.
It should also be noted that, in accordance with applicable IFRS accounting rules, the Sofinsod shares were previously valued at 751 million euros in Sodexo’s consolidated financial statements for the first half of Fiscal 2024. The entire sale proceeds, i.e. 917,908,704 euros, were distributed to shareholders in the form of a special interim dividend of 6.24 euros per share, paid on August 29, 2024.
For further information on the sale, please refer to the Statutory Auditors’ special report in section 5.4.2 and the Board of Directors’ Corporate Governance Report provided in section 7.2 - Relations with Bellon SA - of this Fiscal 2024 Universal Registration Document.
(APPROVAL OF A RELATED-PARTY AGREEMENT RELATING TO THE SALE BY THE COMPANY OF ALL THE SHARES IN SOFINSOD TO BELLON SA)
Having considered the Board of Directors’ report and the Statutory Auditors’ special report on agreements subject to articles L. 225-38 et seq. of the French Commercial Code, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings, approves the related-party agreement authorized by the Board of Directors and entered into by the Company with Bellon SA on July 23, 2024, as described in this special report.
