Capital increase(s) reserved for members of employee share purchase plans
Purpose
Since employee share purchase plans contribute to aligning Sodexo employees’ interests with those of its shareholders, shareholders are invited in the eighteenth resolution to renew for a 26-month period, the delegation of powers to be granted to the Board of Directors to carry out capital increases reserved for members of employee share purchase plans.
The total number of shares that may be issued may not represent more than 1.5% of the share capital, the aggregate amount of any capital increases carried out pursuant to this delegation of powers would be included in the eighty-five (85) million euro ceiling set in the fifteenth resolution.
The previous delegations of powers granted at the Combined Shareholders Meeting of December 15, 2023 and before for the same purpose have not been used by the Board of Directors.
Fifteenth resolution
(DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S SHARE CAPITAL - WITH PREFERENTIAL SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS - BY ISSUING ORDINARY SHARES AND/OR OTHER SECURITIES CARRYING IMMEDIATE OR DEFERRED RIGHTS TO THE COMPANY’S CAPITAL)
Having considered the Board of Directors’ Report and the Statutory Auditors’ Special Report and having noted that the Company’s share capital is fully paid up, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Extraordinary Shareholders Meetings and in accordance notably with articles L.225-127 to L.225-129.6, L.22-10-49 et seq., L.225-132 to L.225-134 and L.228-91 to L.228-93 of the French Commercial Code:
- delegates to the Board of Directors – with powers to subdelegate within the law – the power to decide to increase the Company’s capital, with preferential subscription rights for existing shareholders, on one or more occasions, in France or elsewhere and in the amounts and on the dates it deems fit, in euros or in any other currency or monetary unit established by reference to a basket of currencies, by issuing (i) ordinary shares and/or (ii) securities governed by articles L.228-91 et seq. of the French Commercial Code giving access to other equity securities or entitling the holder to the allocation of debt securities and/or (iii) any other securities, whether hybrid or not, including warrants issued independently, carrying immediate or deferred rights, at any time or on a fixed date, to newly issued ordinary shares of the Company, by subscription either in cash or by offsetting debts, conversion, exchange, redemption, presentation of a warrant or in any other manner, it being specified that the ordinary shares may be paid fully or partly, either in cash or by offsetting liquid and outstanding debts;
- resolves that if the Board of Directors uses this delegation of powers:
- the maximum total nominal amount (excluding issue premiums) of capital increases that may be carried out immediately or in the future pursuant to (i) this delegation of powers and, cumulatively, (ii) the eighteenth resolution (provided said resolution is adopted) is eighty-five (85) million euros (or the equivalent of this amount in any other currency or monetary unit established by reference to a basket of currencies). This ceiling will not include any additional nominal amount representing shares newly issued in order to safeguard the rights of holders of securities carrying rights to the Company's capital, as required by the laws and regulations in force and/or any applicable contractual provisions,
- the total nominal amount of debt securities (including bonds) carrying immediate or deferred rights to the Company’s capital that may be issued may not exceed 1 billion euros (or its equivalent in any other currency or monetary unit established by reference to a basket of currencies);
- resolves that shareholders shall have a preferential right to subscribe for ordinary shares or securities issued pursuant to this resolution in proportion to the value of their ordinary shares or securities;
- resolves that shareholders may exercise, under the conditions provided for by law, their preferential subscription right proportional to the number of shares they hold (as of right). In addition, the Board of Directors will have the right to grant shareholders the right to subscribe for excess ordinary shares or securities, in proportion to their subscription rights and, in any event, within the limits of their request;
- acknowledges that if subscriptions as of right and any subscriptions for excess ordinary shares or securities do not absorb the entire issue, the Board of Directors may take one or more of the courses of action provided for in article L.225-134 of the French Commercial Code, in the order it deems fit, as follows:
- issue securities up to the amount subscribed for, provided this is at least three-quarters of the initial issue amount,
- freely distribute all or part of the unsubscribed securities to persons of its choice,
- offer all or some of the unsubscribed securities to the public;
- resolves that any issuance of warrants to subscribe for shares in the Company may take place either by means of a subscription offer under the above-mentioned conditions or by means of a grant to existing shareholders. It is specified that, in the event of detachable warrants being granted, the Board of Directors may decide that fractional rights shall not be negotiable and that the corresponding securities shall be sold;
- acknowledges and decides, to the extent necessary, that any decision to issue securities carrying rights to the Company’s capital will entail the explicit waiver by shareholders, in favor of holders of the securities issued, of their preferential right to subscribe to the new shares to which the securities issued may entitle them.
