Registration Document

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Combined Annual Shareholders’ Meeting, January 23, 2012
11 Resolutions submitted to the Combined Annual Shareholders’ Meeting of January 23, 2012
‡ Resolutions submitted to the
Combined Annual Shareholders’
Meeting of January 23, 2012
1. ORDINARY BUSINESS
First resolution
(Adoption of the annual and consolidated financial
statements, Fiscal 2011 – Discharge to directors)
The Shareholders’ Meeting, having heard the report
of the Board of Directors, the Chairman’s Report
appended to the Board Report, and the Auditors’
Reports on the annual financial statements, on
the consolidated financial statements and on the
Chairman’s Report, adopts the individual company
financial statements for the year ended August 31,
Second resolution
(Appropriation of earnings – Setting of dividend)
Sodexo Registration Document Fiscal 2011
2011 as presented, showing net income of 302 million
euro, and the consolidated financial statements for
the year ended August 31, 2011, showing net profit,
Group share equal to 451 million euro.
The Shareholders’ Meeting also approves the
transactions reflected in these financial statements
and/or described in these reports.
The Shareholders’ Meeting discharges the directors
from responsibility for their management for the year
ended August 31, 2011.
In accordance with the proposal made by the Board of Directors, the Shareholders’ Meeting resolves:
To appropriate net income for Fiscal 2011 of 301,668,265 euro
plus retained earnings as of the close of Fiscal 2011 of 720,117,974 euro
Making a total available for distribution of:
In the following manner:
1,021,786,239 euro
• dividend (on the basis of 157,132,025 shares comprising the share capital) 229,412,757 euro
• retained earnings 792,373,482 euro
ToTAL 1,021,786,239 euro
Accordingly, the Shareholders’ Meeting resolves that
a dividend of 1.46 euro will be paid on each share
having a right to receive a dividend.
The dividend will be paid as of February 6, 2012.
Specifically, shares not entitled to the distribution
of dividends will be as of February 1, 2012. The
date to determine the shares that shall be entitled to
dividends shall be those shares held as of the close
of business on February 3, 2012.
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In the event that the Company holds some of its own
shares as of the dividend payment date, the dividend
due on these shares will not be paid and will be
transferred to retained earnings.
Pursuant to article 243 bis of the French General
Tax Code, the proposed dividend qualifies for the
allowance available to individuals domiciled for tax
purposes in France, as provided for in article 158-3 2°
of the French General Tax Code, unless they have
opted for the flat-rate withholding tax permitted under
article 117 quater of the French General Tax Code.