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01 02 03 04 05 06 07 08 09 10 11 12 13 14 194 07 Information on the Issuer Notes to the Individual Company Financial Statements STATUTORY AUDITORS’ REPORT ON REGULATED AGREEMENTS AND COMMITMENTS For the year ended August 31, 2011 Sodexo SA 255, quai de la Bataille de Stalingrad 92866 Issy-les-Moulineaux Cedex 9 Share capital: €628,528,100 To the Shareholders, In our capacity as Statutory Auditors of your Company, we hereby present our report on the regulated agreements and commitments. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of the agreements and commitments of which we have been informed. It is not our role to determine whether they are useful or appropriate and we are not required to ascertain whether any other agreements or commitments exist. It is your responsibility, under the terms of article R.225-31 of the French Commercial Code, to assess the merit of these agreements with a view to approving them. We are also required, as applicable, to communicate the information referred to in article R.225-31 of the French Commercial Code, on the execution, during the year, of agreements and commitments previously approved by the shareholders. We performed the procedures we considered necessary in accordance with professional guidance issued by the French Institute of Statutory Auditors relating to this engagement. Our work consisted in verifying that the information provided to us is in agreement with the underlying documentation from which it was extracted. Authorized agreements and commitments submitted to the approval of the Shareholders’Meeting We inform you that we have not been advised of any agreements entered into during the financial year ended August 31, 2011, pursuant to article L.225-38 of the French Commercial Code. Authorized agreements and commitments previously approved by the Shareholder’s Meeting Continuing agreements and commitments entered into in prior years Moreover, in accordance with the French Commercial Code, we have been informed of the following agreements and commitments, which were approved during previous years and continued to apply during the financial year: Sodexo Registration Document Fiscal 2011 P ◀ CONTENTS ▶
P ◀ CONTENTS ▶ Information on the Issuer 07 Notes to the Individual Company Financial Statements 1. Assistance and advisory services between Bellon SA and Sodexo Purpose: • Purpose: Bellon SA provides services to Sodexo under an assistance and advisory services agreement. • Terms and conditions: For the year ended August 31, 2011, Bellon SA invoiced Sodexo 5,153,500 euro excluding VAT. 2. Transactions with Mr. Michel Landel, Chief executive officer • Purpose: In the event of the termination of his employment as Chief Executive Officer (unless for reasons of resignation or retirement, and barring his removal from office for serious misconduct or gross negligence), Sodexo will pay Mr. Michel Landel an indemnity equal to two times the gross annual compensation (fixed and variable) he received in the 12 months preceding such termination. The payment of this indemnity is subject to the Sodexo Group achieving a minimum 5% year-on-year increase in consolidated operating income, at constant consolidation scope and exchange rates, in each of the three financial years preceding the termination of his appointment. Bellon SA has granted Mr. Michel Landel entitlements to the Sodexo Group executive retirement benefit plan, in addition to his mandatory retirement benefits. • Terms and conditions: An expense of 194,473 euro was recorded for the executive retirement plan for the financial year and the total commitment to Mr. Michel Landel amounted to 1,792,893 euro as at August 31, 2011. We performed the procedures we considered necessary in accordance with professional guidance issued by the French Institute of Statutory Auditors relating to this engagement. Our work consisted in verifying that the information provided to us was consistent with the documentation from which it was derived. Neuilly-sur-Seine and Paris La Défense, November 7, 2011 The Statutory Auditors PricewaterhouseCoopers Audit KPMG Audit Department of KPMG S.A. Louis-Pierre Schneider Isabelle Allen This is a free translation into English of the Statutory Auditors’ Report issued in the French language, which 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. Sodexo Registration Document Fiscal 2011 195 01 02 03 04 05 06 07 08 09 10 11 12 13 14
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Fiscal 2011 Registration Document
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Registration Document Fiscal 2011 T
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P ◀ CONTENTS ▶ Message from Mic
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P ◀ CONTENTS ▶ History 01 01 Ou
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P ◀ CONTENTS ▶ The Fundamental
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P ◀ CONTENTS ▶ OUR MISSION Our
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P ◀ CONTENTS ▶ ‡ Our ambition
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P ◀ CONTENTS ▶ Titre Our Group
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P ◀ CONTENTS ▶ SODEXO HAS THREE
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P ◀ CONTENTS ▶ OUR AWARDS Sodex
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P ◀ CONTENTS ▶ 2. EMPLOYEES AND
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P ◀ CONTENTS ▶ DIVIDENDS PAID O
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P ◀ CONTENTS ▶ Titre Quality 1
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P ◀ CONTENTS ▶ Quality of Life
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P ◀ CONTENTS ▶ diverse data sou
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P ◀ CONTENTS ▶ commitments unde
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P ◀ CONTENTS ▶ The high economi
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P ◀ CONTENTS ▶ Democratic Repub
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P ◀ CONTENTS ▶ 5.3 Achievements
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P ◀ CONTENTS ▶ 6.2 Market trend
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P ◀ CONTENTS ▶ 8. EDUCATION 21.
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P ◀ CONTENTS ▶ Liceo Franco Arg
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P ◀ CONTENTS ▶ Quality of Life
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P ◀ CONTENTS ▶ themselves, enha
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P ◀ CONTENTS ▶ 4. PUBLIC BENEFI
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P ◀ CONTENTS ▶ Development of n
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P ◀ CONTENTS ▶ Economic and Soc
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P ◀ CONTENTS ▶ On the strength
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P ◀ CONTENTS ▶ The proportion o
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P ◀ CONTENTS ▶ Non-site manager
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P ◀ CONTENTS ▶ 2.2.8 Social and
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P ◀ CONTENTS ▶ 3. EMPLOYMENT IN
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P ◀ CONTENTS ▶ The Better Tomor
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P ◀ CONTENTS ▶ 2. WE DO The Bet
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P ◀ CONTENTS ▶ 2.2 Supporting L
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P ◀ CONTENTS ▶ chemical sourcin
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P ◀ CONTENTS ▶ EXAMPLES OF A BE
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P ◀ CONTENTS ▶ Titre Consolidat
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P ◀ CONTENTS ▶ 1.2 Operating pr
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P ◀ CONTENTS ▶ 2. FISCAL 2011 F
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P ◀ CONTENTS ▶ 2.2.2 Currency e
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P ◀ CONTENTS ▶ Partnership to b
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P ◀ CONTENTS ▶ 2.2.4 Motivation
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P ◀ CONTENTS ▶ Net cash used in
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P ◀ CONTENTS ▶ In the medium te
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P ◀ CONTENTS ▶ Consolidated inf
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P ◀ CONTENTS ▶ LIABILITIES AND
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P ◀ CONTENTS ▶ Companies in whi
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P ◀ CONTENTS ▶ of the date of a
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P ◀ CONTENTS ▶ ownership by the
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P ◀ CONTENTS ▶ tested for impai
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P ◀ CONTENTS ▶ If benefits unde
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P ◀ CONTENTS ▶ 2.22.3 Income ta
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P ◀ CONTENTS ▶ Fiscal 2010 (in
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P ◀ CONTENTS ▶ 4.2 Finance inco
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P ◀ CONTENTS ▶ 4.5 Property, pl
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P ◀ CONTENTS ▶ (in millions of
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P ◀ CONTENTS ▶ 4.8 Client inves
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P ◀ CONTENTS ▶ The table below
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P ◀ CONTENTS ▶ 4.11 Financial a
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P ◀ CONTENTS ▶ 4.11.4 details o
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P ◀ CONTENTS ▶ For borrowings o
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P ◀ CONTENTS ▶ 2011. These two
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P ◀ CONTENTS ▶ Currency derivat
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P ◀ CONTENTS ▶ Amounts shown in
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P ◀ CONTENTS ▶ 4.19 Provisions
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P ◀ CONTENTS ▶ 4.21 Deferred ta
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P ◀ CONTENTS ▶ Financial assets
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Page 147 and 148: P ◀ CONTENTS ▶ Consolidated inf
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Page 163 and 164: P ◀ CONTENTS ▶ Consolidated inf
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Page 191 and 192: P ◀ CONTENTS ▶ 26. CONSOLIDATIO
Page 193 and 194: P ◀ CONTENTS ▶ (in thousands of
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Page 203 and 204: P ◀ CONTENTS ▶ 1.6 Registration
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Page 223 and 224: P ◀ CONTENTS ▶ Titre Corporate
Page 225 and 226: P ◀ CONTENTS ▶ 1.1 Composition
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P ◀ CONTENTS ▶ Corporate Govern
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P ◀ CONTENTS ▶ Corporate Govern
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P ◀ CONTENTS ▶ ‡ Compensation
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P ◀ CONTENTS ▶ SUMMARY OF COMPE
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P ◀ CONTENTS ▶ 2. COMPENSATION
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P ◀ CONTENTS ▶ Total compensati
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P ◀ CONTENTS ▶ expiration date
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P ◀ CONTENTS ▶ exercise price (
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P ◀ CONTENTS ▶ Name date of Boa
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P ◀ CONTENTS ▶ ‡ Audit fees (
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P ◀ CONTENTS ▶ Combined Annual
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P ◀ CONTENTS ▶ It is therefore
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P ◀ CONTENTS ▶ trading sessions
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P ◀ CONTENTS ▶ Titre Glossary 1
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P ◀ CONTENTS ▶ Intensity risk R
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P ◀ CONTENTS ▶ P ◀ CONTENTS
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P ◀ CONTENTS ▶ Responsibility f
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P ◀ CONTENTS ▶ Titre Reconcilia
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P ◀ CONTENTS ▶ Reconciliation t
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PEFC/10-31-1190 FCBA/08-00860A Publ
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