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Registration Document

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P ◀ CONTENTS ▶<br />

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

Resolutions submitted to the Combined Annual Shareholders’ Meeting of January 23, 2012 11<br />

• make all of the options granted to corporate<br />

officers of the Company subject to fulfillment<br />

of one or more performance conditions to be<br />

determined by the Board of Directors,<br />

• make some or all of the options granted to<br />

employees subject to fulfillment of one or more<br />

performance conditions to be determined by<br />

the Board of Directors,<br />

• eventually prohibit the immediate resale of all<br />

or part of the shares acquired by the exercise<br />

of the said options for a period that may not<br />

exceed three years from the date of exercise<br />

of the option, it being stipulated that, in the<br />

case of options granted to corporate officers<br />

of the Company, the Board of Directors will<br />

3. ORDINARY BUSINESS<br />

Fifteenth resolution<br />

(Powers)<br />

determine the quantity of shares resulting<br />

from the exercise of options that they will be<br />

required to hold in registered form until the<br />

termination of their appointment,<br />

• for the possibility of temporary suspension of<br />

the exercise of options for a maximum of three<br />

months in the event of financial transactions<br />

entailing the exercise of rights attached to the<br />

shares;<br />

8. notes that this authorization voids from this day<br />

the unused portion of the authorization to the<br />

same effect granted in the twelfth resolution of the<br />

Combined Shareholders’ Meeting of January 19,<br />

2009.<br />

The Shareholders’ Meeting confers full powers on the bearer of a copy or extract of the minutes of the present<br />

Shareholders’ Meeting to carry out all necessary formalities.<br />

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

281<br />

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14

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