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Registration Document

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P ◀ CONTENTS ▶<br />

1.6 <strong>Registration</strong><br />

Sodexo is registered in the Nanterre Register of<br />

Commerce and Companies as no. 301 940 219.<br />

1.7 Business identifier code<br />

(APE code)<br />

5629B.<br />

1.8 Consultation of legal documents<br />

<strong>Document</strong>s relating to the Company which are<br />

required to be made available to the public (bylaws,<br />

reports and other documents, historical individual<br />

company and consolidated financial information<br />

for each of the two fiscal years preceding the date<br />

of this <strong>Registration</strong> <strong>Document</strong>) are available on our<br />

website www.sodexo.com and may also be consulted<br />

at our registered offices at 255, quai de la Bataille<br />

de Stalingrad – 92130 Issy-les-Moulineaux, France,<br />

preferably by appointment.<br />

1.9 Material contracts<br />

During the last two years, the Company has not<br />

entered into any material contracts, other than those<br />

signed in the ordinary course of business, creating<br />

a material obligation or commitment for the entire<br />

Group.<br />

1.10 Fiscal year (article 17<br />

of the bylaws)<br />

“The fiscal year commences on September 1 of each<br />

year and ends on August 31 of the following year.”<br />

1.11 Appropriation of earnings<br />

(excerpt from article 18<br />

of the bylaws)<br />

“(...) 2. The first appropriation of net income, net of<br />

any accumulated losses from prior periods, must be<br />

an amount of at least 5% of net income to establish<br />

the reserve fund required by law. This appropriation<br />

ceases to be obligatory once this reserve fund is<br />

equal to one-tenth of the issued capital, but must<br />

be resumed if for any reason the reserve falls below<br />

one-tenth of the issued capital.<br />

3. Distributable earnings comprise net income for the<br />

fiscal year, minus any accumulated losses brought<br />

forward and any transfer to the legal reserve, plus<br />

any retained earnings brought forward.<br />

Legal Information 08<br />

General Information about Sodexo and its Issued Capital<br />

Distributable earnings are appropriated in the<br />

following order:<br />

a) any sum that the Ordinary Shareholders’ Meeting,<br />

on the proposal of the Board of Directors, decides to<br />

carry forward as retained earnings or to appropriate<br />

to the creation of an extraordinary reserve fund,<br />

contingency fund or other fund, whether or not<br />

created for a specific purpose;<br />

b) the surplus is distributed among all of the<br />

shareholders, each share entitling its holder to an<br />

equal share of the profit. However, shareholders able<br />

to show that they have been a registered shareholder<br />

for at least four years as of the balance sheet date, and<br />

who remain registered at the dividend date related<br />

to the said fiscal year, are entitled to a dividend<br />

premium on the shares so registered, equal to 10%<br />

of the dividend paid on the other shares, the resulting<br />

dividend premium being round down to the nearest<br />

euro cent where appropriate.<br />

Similarly, shareholders able to show that they have<br />

been a registered shareholder for at least four years as<br />

of the balance sheet date, and who remain registered<br />

at the date of a capital increase by capitalization of<br />

reserves, income or share premiums, by distribution<br />

of bonus shares, are entitled to supplementary bonus<br />

shares equal to 10% of those to be distributed. In<br />

the case of odd lots, the number of supplementary<br />

shares will be rounded down to the nearest unit.<br />

The resulting new shares will qualify for the same<br />

treatment as the old shares from which they are<br />

derived for the purposes of calculating rights to the<br />

dividend premium and to receive supplementary<br />

bonus shares.<br />

The number of shares upon which a single shareholder<br />

shall be eligible for these dividend premiums or<br />

supplementary bonus shares may not exceed 0.5%<br />

of the share capital.<br />

The foregoing terms and conditions will apply for<br />

the first time to payment of the dividend payable for<br />

the fiscal year ended August 31, 2013 (to be set by<br />

the Ordinary Shareholders’ Meeting expected to be<br />

called in January 2014).”<br />

1.12 Shareholders’ Meetings (excerpt<br />

from article 16 of the bylaws)<br />

“1. General Shareholders’ Meetings are called and<br />

deliberate on the terms stipulated by the law. They<br />

are held at the registered office or at any other place<br />

specified in the notice of the meeting.<br />

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

201<br />

01<br />

02<br />

03<br />

04<br />

05<br />

06<br />

07<br />

08<br />

09<br />

10<br />

11<br />

12<br />

13<br />

14

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