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Registration Document

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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<br />

258<br />

10<br />

date of Shareholders’<br />

Meeting<br />

Corporate Governance<br />

Compensation<br />

date of Board<br />

meeting granting<br />

stock option plan (1)<br />

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

Total number<br />

of options<br />

granted (2)<br />

January 31, 2006 January 7, 2008 (A2) 451,700<br />

January 31, 2006 January 7, 2008 (B) 555,200<br />

January 31, 2006 September 9, 2008 (A1) 30,000<br />

January 31, 2006 September 9, 2008 (A2) 15,000<br />

Total number<br />

of options granted<br />

to Corporate officers<br />

(Michel Landel)<br />

January 31, 2006 January 19, 2009 (A1) 631,575 100,000*<br />

January 31, 2006 January 19, 2009 (A2) 447,225<br />

January 31, 2006 January 19, 2009 (B) 545,100<br />

January 19, 2009 January 11, 2010 (A1) 553,450<br />

January 19, 2009 January 11, 2010 (A2) 482,250<br />

January 19, 2009 January 11, 2010 (A3) 100,000 100,000*<br />

P ◀ CONTENTS ▶<br />

Start date<br />

of vesting period<br />

50% of the options:<br />

January 7, 2009<br />

50% of the options:<br />

January 7, 2011 (4)<br />

50% of the options:<br />

January 7, 2009<br />

50% of the options:<br />

January 7, 2011 (4)<br />

50% of the options:<br />

September 9, 2009<br />

50% of the options:<br />

September 9, 2011 (4)<br />

50% of the options:<br />

September 9, 2009<br />

50% of the options:<br />

September 9, 2011 (4)<br />

50% of the options:<br />

January 19, 2010<br />

50% of the options:<br />

January 19, 2012 (5)<br />

50% of the options:<br />

January 19, 2010<br />

50% of the options:<br />

January 19, 2012 (5)<br />

50% of the options:<br />

January 19, 2010<br />

50% of the options:<br />

January 19, 2012 (5)<br />

50% of the options:<br />

January 11, 2011<br />

50% of the options:<br />

January 11, 2013 (6)<br />

50% of the options<br />

January 11, 2011<br />

50% of the options:<br />

January 11, 2013 (6)<br />

100% of the options:<br />

January 11, 2013 (6)<br />

(1) Beneficiaries of plans:<br />

(A) Plan reserved for non-U.S. employees.<br />

(A1) Plan reserved for employees resident in France.<br />

(A2) Plan reserved for employees non-resident in France.<br />

(A3) Plan reserved for corporate officers.<br />

(B) Plan reserved for employees resident in North America.<br />

(C) Plan reserved for U.S. employees non-resident in the U.S.<br />

(2) Total number of options granted by the Board of Directors at grant date.<br />

(3) Exercise price adjusted after capital transactions carried out since grant date.<br />

(4) Subject to achieving a specified level of profit attributable to equity holders of the parent for Fiscal 2010.<br />

(5) Subject to achieving a specified level of profit attributable to equity holders of the parent for Fiscal 2011.<br />

(6) Subject to achieving a specified level of profit attributable to equity holders of the parent for Fiscal 2012.<br />

(7) Subject to achieving a specified level of profit attributable to equity holders of the parent for Fiscal 2013.<br />

(8) Total number of options canceled as a result of departure of beneficiaries, and for plans granted in 2008 due to non-fulfillment of performance<br />

conditions, as specified in rules governing the plans.<br />

* Under article L.225-185 of the French Commercial Code, the Board of Directors has decided that Michel Landel, the only Corporate Officer<br />

(“mandataire social”) granted stock options, is required to hold a number of shares received upon exercise of the stock options related to these<br />

plans, equivalent to 30% of his base salary as of the date of exercise of these options for the duration of his mandate.

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