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 ORDINARY SHARES
AND/OR OTHER SECURITIES CONVERTIBLE INTO THE COMPANY’S
SHARE CAPITAL FOR PARTICIPANTS TO THE EMPLOYEE SAVINGS PLAN
OF THE COMPANY
(ordinary and extraordinary Shareholders’ Meeting of January 23, 2012 - 13th 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 articles L.228-92 and
L.225-135 and the following related articles of the French Commercial Code (Code de commerce), we hereby
report to you on the proposed delegation to the Board of Directors, with the possibility of a further delegation
in accordance with the provisions of the law, of the authority to decide an increase of contributed capital in one
or several transactions through issuance of ordinary shares and/or securities convertible into the Company’s
shares without preserving the existing shareholders’ preferential subscription rights, for participants in one or
several employee savings plan of the Group consisting of the Company and subsidiaries in France and abroad,
included in the consolidation scope or the combined financial statements of Sodexo S.A. in accordance with
article L.3344-1 of the French Labor Code (Code du travail) for a maximum amount of € 12,600,000, which
should be submitted to you for your approval.
This proposed capital increase is submitted to you for approval pursuant to article L.225-129-6 of the French
Commercial Code and articles L.3332-18 and the following related articles of the French Labor Code (Code du
travail).
Your Board of Directors proposes on the basis of its report, that it be granted the authority for a period of 26
months, to decide on an increase of capital and to cancel your preferential subscription right for the shares and
securities to be issued. If need be, the Board of Directors is responsible for setting the final terms and conditions
of this transaction.
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, on the proposed cancellation of preferential
subscription rights, and on certain other information relating to the transaction 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 with respect to
this operation and the terms and conditions for determining the issuance price of the shares and/or securities.
Subject to a subsequent examination of the conditions for the proposed increase in capital, we have nothing to
report on the methods used for determining the share price provided in the Board of Directors’ Report.
Sodexo Registration Document Fiscal 2011
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