Registration Document

P ◀ CONTENTS ▶
Combined Annual Shareholders’ Meeting, January 23, 2012
Resolutions submitted to the Combined Annual Shareholders’ Meeting of January 23, 2012 11
STATUTORY AUDITORS’ REPORT ON THE ISSUANCE OF SHARES AND/OR
OTHER SECURITIES AND THE PRESERVATION OF EXISTING SHAREHOLDERS’
PREFERENTIAL SUBSCRIPTION RIGHTS
(ordinary and extraordinary Meeting of Shareholders held on January 23, 2012 – 11th 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 pursuant to the provisions of the French Commercial
Code (Code de commerce) and notably article L.228-92, we hereby report to you on the proposed delegation to the
Board of Directors of the authority to decide one or several issuances of ordinary shares and/or other securities,
which should be submitted to you for approval.
Your Board of Directors proposes, on the basis of its report, that it be granted the authority, with the possibility
to delegate in compliance with the provisions of the French Law, for a period of 26 months to make a decision
concerning the following transactions and to determine the final terms and conditions of the issuance of shares
and/or other convertible securities, immediately and/or in the future, into ordinary shares of the Company and
preserve the preferential subscription rights of existing shareholders.
The aggregate nominal amount of the share capital increases that may be carried out, either immediately or in
the future may not exceed € 100 million. The aggregate nominal amount of debt securities that may be issued
may not exceed € 1 billion.
The Board of Directors is responsible for preparing a report in accordance with articles R.225-113 and the following
related articles of the French Commercial Code. Our role is to provide a conclusion on the true and fair nature
of financial information taken from the financial statements and on certain other information concerning the
transactions presented in the report.
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 verifying the content of the Board of Directors’ report relating
to the transactions and the terms and conditions for determining the issuance price of the shares and securities.
Sodexo Registration Document Fiscal 2011
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