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
STATUTORY AUDITOR’S SPECIAL REPORT ON A SHARE CAPITAL REDUCTION
(ordinary and extraordinary Meeting of Shareholders held on January 23, 2012 – 10th resolution)
SODEXO S.A.
255 Quai de la bataille de Stalingrad
92866 Issy-les-Moulineaux Cedex 9
To the shareholders,
In our capacity as statutory auditors of Sodexo S.A. and in accordance with article L.225-209 of the French
Commercial Code (Code de commerce) in the event of a share capital reduction through the cancellation of
purchased shares, we hereby submit our report containing our assessment of the reasons for, and the terms and
conditions of the proposed share capital reduction.
Your Board of Directors requests that you grant it full authority for a period of 26 months, starting from the date
of this shareholders’ meeting, to cancel the shares of stock purchased, within the limit of 10% of the capital of its
Company in any given 24-month period, within the context of the authorization for your Company to purchase
its own shares. This authorization terminates the authority granted during the ordinary and extraordinary
shareholders’ meeting held on January 25, 2010.
We have performed the procedures deemed necessary to comply with the professional guidance issued by the
French Institute of Statutory Auditors (“Compagnie nationale des commissaires aux comptes”) in relation to
this engagement. These procedures consisted of assessing whether the reasons for, and the terms and conditions
of the proposed share capital reduction are legitimate and lawful.
We have no matters to report on the reasons for, and on the terms and conditions of the aforementioned proposed
share capital reduction.
Sodexo Registration Document Fiscal 2011
Neuilly-sur-Seine and Paris La Défense, November 8, 2011
The Statutory Auditors
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PricewaterhouseCoopers Audit KPMG Audit
Department of KPMG SA
Louis-Pierre Schneider Isabelle Allen
This is a free translation into English of the statutory auditors’ report issued in the French language and is
provided solely for the convenience of English speaking readers. This report should be read in conjunction
with, and construed in accordance with, French law and professional auditing standards applicable in France.