Universal Registration Document Fiscal 2025

Note 11. SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE

NOTE 11. SHAREHOLDERS' EQUITY AND EARNINGS PER SHARE

ACCOUNTING POLICIES
Treasury shares

Sodexo shares held by Sodexo S.A. itself and/or by other Group companies are shown as a reduction in consolidated shareholders’ equity at their acquisition cost.

Gains and losses on acquisitions and disposals of treasury shares are recognized directly in consolidated shareholders’ equity and do not affect profit or loss for the fiscal year. The gain or loss on a disposal is recognized net of tax.

Transactions in non-controlling interests

Changes in non-controlling interests, in the absence of loss of control, are recognized in shareholders’ equity. In particular, when additional shares in an entity already controlled by the Group are acquired, the difference between the acquisition cost of the shares and the share of net assets acquired is recognized in equity attributable to equity holders of the parent. The value of the assets and liabilities of the subsidiary (including goodwill) remains unchanged.

Put options written on non-controlling interests

As required by IAS 32 “Financial Instruments: Presentation”, Sodexo recognizes commitments to purchase non-controlling interests as a liability within borrowings in the consolidated statement of financial position. Put options written on non-controlling interests given in connection with business combinations are recognized as follows:

  • the liability arising from the commitment is recognized in other borrowings at the present value of the purchase commitment;
  • the non-controlling interests are cancelled;
  • additional goodwill is recognized for the balance.

Subsequently, the financial liability is remeasured at each year-end in accordance with the contractual arrangements and, in the absence of any guidance provided by IFRS, with an offsetting entry in shareholders’ equity.

Earnings per share

Earnings per share is calculated by dividing profit for the year by the weighted average number of ordinary shares outstanding during the fiscal year, net of treasury shares.

In the calculation of diluted earnings per share, the denominator is increased by the number of potentially dilutive shares, and the numerator is adjusted for all dividends and interest recognized in the period and any other change in income or expenses that would result from conversion of the potentially dilutive shares.

Potential ordinary shares are treated as dilutive if, and only if, their conversion to shares would decrease earnings per share of continuing operations or increase loss per share of continuing operations.

11.1 Shareholders' equity
11.1.1 Statement of changes in shareholders’ equity
Composition of share capital and treasury shares
(number of shares) AUGUST 31, 2025 AUGUST 31, 2024
Share capital(1)

Share capital

(1)

AUGUST 31, 2025

147,454,887

Share capital

(1)

AUGUST 31, 2024

147,454,887

Treasury shares(2)

Treasury shares

(2)

AUGUST 31, 2025

1,522,327

Treasury shares

(2)

AUGUST 31, 2024

1,064,010

Outstanding shares

Outstanding shares

AUGUST 31, 2025

145,932,560

Outstanding shares

AUGUST 31, 2024

146,390,877

Dividends
  FISCAL 2025 FISCAL 2024
Dividends paid (in millions of euros)

Dividends paid

(in millions of euros)

FISCAL 2025

388

Dividends paid

(in millions of euros)

FISCAL 2024

1,373

Dividend per share paid (in euros)

Dividend per share paid

(in euros)

FISCAL 2025

2.65

Dividend per share paid

(in euros)

FISCAL 2024

9.34

Sodexo S.A.’s bylaws confer double voting rights on shares held in registered form for more than four years.

Furthermore, since Fiscal 2013, shares held in registered form for at least four years and still held in that form when the dividend becomes payable, are entitled to a dividend premium equal to 10% of the dividend paid on the other shares. The number of shares eligible for this dividend premium may not exceed 0.5% of the share capital for any single shareholder.