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Registration Document

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204<br />

08<br />

Legal Information<br />

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

2.3 Capital authorized but not issued<br />

The Extraordinary Shareholders’ Meetings of<br />

January 19, 2009 and January 25, 2010 authorized<br />

the Board of Directors to increase the Company’s<br />

Type of capital increase<br />

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

share capital on one or more occasions by issuance<br />

of ordinary shares, and/or all other securities giving<br />

immediate or future access to Sodexo shares, or by<br />

the capitalization of earnings, reserves or additional<br />

paid-in capital, subject to the following limits:<br />

Maximum aggregate<br />

par value<br />

date of<br />

authorization date of expiry<br />

Authorizations with pre-emptive rights<br />

• Issuance of shares and/or all other securities giving<br />

access to Sodexo shares<br />

• Issuance of debt securities giving access to Sodexo<br />

€63 million January 25, 2010 March 25, 2012<br />

shares<br />

Authorizations to issue shares to employees<br />

• Issuance of ordinary shares and/or all other securities<br />

€750 million January 25, 2010 March 25, 2012<br />

reserved for members of Employee Savings Plans €1.6 million January 25, 2010 March 25, 2012<br />

• Stock options (1) Issuance of shares by capitalization of earnings,<br />

10% of the share capital January 19, 2009 March 19, 2012<br />

reserves or additional paid-in capital €100 million January 25, 2010 March 25, 2012<br />

UTILIZATION OF AUTHORIZATIONS GIVEN IN FISCAL 2011:<br />

(1) Stock options granted by the Board of Directors to Group employees and corporate officers are described on pages 255 et seq. of this document.<br />

The other authorizations were not utilized during Fiscal 2011.<br />

2.4 Share ownership of Sodexo<br />

In compliance with article L.233-8 II of the French<br />

Commercial Code and article 223-16 of the General<br />

Regulation of the Autorité des marchés financiers<br />

(AMF), each month Sodexo communicates to the<br />

AMF and publishes – notably on its website www.<br />

sodexo.com – the total number of voting rights and<br />

the number of shares comprising the issued capital<br />

of Sodexo, if these have changed relative to the<br />

previously published information.<br />

P ◀ CONTENTS ▶<br />

2.4.1 Issued capital as of August 31,<br />

2011<br />

Sodexo had issued capital of 628,528,100 euro<br />

divided into 157,132,025 shares with a par value of<br />

4 euro each, all fully paid and of the same class. Of<br />

these 157,132,025 shares, 45,953,132 carried double<br />

voting rights.<br />

Holders of fully-paid Sodexo shares may elect to hold<br />

them either as registered shares or as bearer shares<br />

identifiable under the relevant laws and regulations,<br />

in particular article L.228-2 of the French Commercial<br />

Code.

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