In order to ensure the financing of the investments required for the Group’s growth, in the fifteenth resolution, shareholders are invited to renew, for a further 26-month period, the delegation of powers granted to the Board of Directors to decide to issue – at any time other than when a public tender offer for the Company’s shares is in progress – shares and/or other securities carrying rights to the Company’s capital or to the allocation of debt securities, with preferential subscription rights for existing shareholders.
Pursuant to this resolution, if an issue is not taken up in full by shareholders exercising their preferential subscription rights, the Board of Directors would be able to offer all or some of the unsubscribed shares or other securities on the open market.
The subscription price of the shares and/or other securities that may be issued under this delegation of powers would be set by the Board of Directors, in accordance with the applicable laws and regulations and standard market practices.
The maximum nominal amount of the capital increases that could be carried out pursuant to this resolution would be set at eighty-five (85) million euros (representing approximately 14% of the Company’s share capital) and the maximum nominal amount of any debt securities issued would be 1 billion euros. The 85 million euro ceiling would include the amounts of any capital increases carried out pursuant to the eighteenth resolution below by issuing shares and/or other securities to members of an employee share purchase plan.
The previous delegation of powers granted at the Combined Shareholders Meeting of December 15, 2023, for the same purpose was not used by the Board of Directors.
The purpose of the sixteenth resolution is to renew, also for a 26-month period, the delegation of powers granted to the Board of Directors to decide to carry out – at any time other than when a public tender offer for the Company’s shares is in progress – one or more capital increases by capitalizing eligible amounts as provided for in the applicable laws and the Company’s bylaws (premiums, reserves or profit). The maximum amount of capital increases that may be carried out pursuant to this resolution is set at eighty-five (85) million euros.
The Board of Directors would have full powers to use this delegation of powers, and in particular to set the amount and nature of the amounts to be capitalized as well as the number of newly issued shares.
The previous delegation of powers granted at the Combined Shareholders Meeting of December 15, 2023 for the same purpose was not used by the Board of Directors.
In the seventeenth resolution, shareholders are invited to renew, for a further 26-month period, the authorization given to the Board of Directors in the eighteenth resolution of the December 15, 2023 Combined Shareholders Meeting to carry out free grants of existing and/or newly issued shares of the Company to all or selected categories of employees and/or Corporate Officers of the Group.
The number of existing and/or newly issued shares granted to employees may not exceed 2.5% of the issued share capital as of the date of the Board of Directors’ decision for the entire duration of the authorization or 1.5% of the share capital during a single fiscal year.
The restricted shares would only vest if the beneficiary remains with the Group throughout the three (3) year vesting period. In addition, for certain beneficiaries, the vesting of the shares would be subject to performance conditions determined by the Board of Directors, in accordance with the approved compensation policy.
Shares granted to the Chief Executive Officer may not represent more than 8% of the total restricted shares granted by the Board of Directors during each fiscal year pursuant to this authorization and, except in the event of an external recruitment to compensate for any loss of previous compensation or benefits, fully subject to a presence condition and to several performance conditions determined by the Board of Directors.
The Board of Directors considers that the current conditions reflect a good balance between the Company’s performance, investor confidence and Sodexo’s corporate responsibility performance.
Further information on the long-term incentive policy and its implementation are provided in section 7.3.4 of this Fiscal 2025 Universal Registration Document.
