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Registration Document

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P ◀ CONTENTS ▶<br />

trading sessions preceding the day on which the<br />

stock options are granted, nor 80% of the average<br />

purchase price of shares held by the Company under<br />

articles L.225-208 and L.225-209 of the French<br />

Commercial Code.<br />

All of the options granted to the corporate officers<br />

of the Company shall be subject to one or more<br />

performance conditions, to be determined by the<br />

Board of Directors. All or some of the options<br />

granted to employees shall be subject to performance<br />

conditions.<br />

3. ORDINARY BUSINESS<br />

Powers to perform formalities (15th resolution)<br />

Combined Annual Shareholders’ Meeting, January 23, 2012<br />

Board Report 11<br />

This authorization would be valid for a period of<br />

38 months and would replace the authorization<br />

previously given by the Annual Shareholders’<br />

Meeting of January 19, 2009.<br />

As of August 31, 2011, stock options granted to the<br />

employees and corporate officers of the Group but<br />

not yet exercised represented 4.1% of the Company’s<br />

issued capital. Information concerning Sodexo’s<br />

policy on stock options is provided on page 255 of<br />

this document.<br />

This standard resolution concerns the conferring of powers to perform all formalities and filings relating to the<br />

resolutions approved by the Shareholders’ Meeting.<br />

4. USE OF FINANCIAL AUTHORIzATIONS BY THE BOARD<br />

Disclosures pertaining to the utilization by the Board of Directors in Fiscal 2011 of the financial authorizations<br />

granted to it by the Shareholders’ Meeting are provided on page 204 of the <strong>Registration</strong> <strong>Document</strong>.<br />

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

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