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Registration Document

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P ◀ CONTENTS ▶<br />

Information on the Issuer 07<br />

Notes to the Individual Company Financial Statements<br />

1. Assistance and advisory services between Bellon SA and Sodexo Purpose:<br />

• Purpose:<br />

Bellon SA provides services to Sodexo under an assistance and advisory services agreement.<br />

• Terms and conditions:<br />

For the year ended August 31, 2011, Bellon SA invoiced Sodexo 5,153,500 euro excluding VAT.<br />

2. Transactions with Mr. Michel Landel, Chief executive officer<br />

• Purpose:<br />

In the event of the termination of his employment as Chief Executive Officer (unless for reasons of resignation<br />

or retirement, and barring his removal from office for serious misconduct or gross negligence), Sodexo will<br />

pay Mr. Michel Landel an indemnity equal to two times the gross annual compensation (fixed and variable)<br />

he received in the 12 months preceding such termination. The payment of this indemnity is subject to the<br />

Sodexo Group achieving a minimum 5% year-on-year increase in consolidated operating income, at constant<br />

consolidation scope and exchange rates, in each of the three financial years preceding the termination of<br />

his appointment.<br />

Bellon SA has granted Mr. Michel Landel entitlements to the Sodexo Group executive retirement benefit<br />

plan, in addition to his mandatory retirement benefits.<br />

• Terms and conditions:<br />

An expense of 194,473 euro was recorded for the executive retirement plan for the financial year and the<br />

total commitment to Mr. Michel Landel amounted to 1,792,893 euro as at August 31, 2011.<br />

We performed the procedures we considered necessary in accordance with professional guidance issued by<br />

the French Institute of Statutory Auditors relating to this engagement. Our work consisted in verifying that the<br />

information provided to us was consistent with the documentation from which it was derived.<br />

Neuilly-sur-Seine and Paris La Défense, November 7, 2011<br />

The Statutory Auditors<br />

PricewaterhouseCoopers Audit KPMG Audit<br />

Department of KPMG S.A.<br />

Louis-Pierre Schneider Isabelle Allen<br />

This is a free translation into English of the Statutory Auditors’ Report issued in the French language,<br />

which is provided solely for the convenience of English-speaking readers. This report should be read in<br />

conjunction with, and construed in accordance with, French law and professional auditing standards<br />

applicable in France.<br />

Sodexo <strong>Registration</strong> <strong>Document</strong> Fiscal 2011<br />

195<br />

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