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Legal Information
General Information about Sodexo and its Issued Capital
2.4.4 Buybacks and disposals of Sodexo
shares during Fiscal 2011
• At its meeting on January 24, 2011, the Board of
Directors decided to implement the Company’s
share repurchase program as authorized by the
Combined Annual Meeting held on the same date.
• In Fiscal 2011, Sodexo repurchased
3,983,626 shares (representing 2.54% of the share
capital and including the shares repurchased
from FSI) at an average price of 53.10 euro per
share plus trading fees of 52,057 euro excluding
VAT. Sodexo also transferred 1,143,248 shares
upon exercise of stock options, and directly held
6,389,057 treasury shares (representing 4.07% of
the share capital) as of August 31, 2011 intended
to cover the various stock option plans benefiting
Group employees.
• During Fiscal 2011, Sodexho Awards (a whollyowned
subsidiary of Sodexo) did not repurchase
any shares, but it did transfer 69,960 shares upon
the exercise of stock options by Group employees
in the United States. It also held 9,587 Sodexo
shares (representing 0.01% of the share capital)
as of August 31, 2011, intended to cover the
various stock options plans benefiting employees
of Sodexo, Inc., pursuant to the rollover of the
plans granted by Sodexho Marriott Services (SMS
Plans) and assumed by Sodexo in 2001.
• The total carrying value of the treasury shares
portfolio was 319 million euro as of August 31,
2011.
• Neither the Company nor Sodexho Awards has
purchased any Sodexo shares since August 31,
2011.
2.4.5 description of the new share
repurchase plan (pursuant
to article 241-2 of the General
Regulation of the AMF)
subject to authorization
by the Shareholders’ Meeting
of January 23, 2012
• In its ninth resolution, the Board of Directors will
propose to the Shareholders’ Meeting to be held
on January 23, 2012 that it renew the authorization
given to the Board to repurchase Sodexo’s shares
Sodexo Registration Document Fiscal 2011
P ◀ CONTENTS ▶
pursuant to articles L.225-209 et seq. of the French
Commercial Code. This authorization would be
valid for a period of 18 months, replacing the
authorization of the same nature given by the
Shareholders’ Meeting of January 24, 2011.
• The purposes for which the treasury shares are
held in connection with the share repurchase
program are described in paragraph 2.4.4 above.
• The purposes of the repurchase program, the
maximum percentage of the share capital, the
maximum number and characteristics of the
shares that the Company intends to purchase,
together with the maximum purchase price, are
provided in the resolution submitted for approval
by the January 23, 2012 Shareholders’ Meeting on
page 276 of this document.
2.4.6 Management stock option plans
As of August 31, 2011, there were 6,450,453
unexercised stock purchase options reserved for
Group employees and corporate officers, representing
approximately 4.1% of the issued capital at that
date. Of these options, 1,955,663 were exercisable
as of August 31, 2011, each option giving the holder
access to one Sodexo share if exercised (for further
details, see page 255 et seq. of this document).
2.5 Employee share ownership
As of August 31, 2011, employees held 1.07% of
the Company’s share capital (approximately 84%
of which was held in a holding entity for Company
employee share purchase plans (FCPE)).
As of August 31, 2011, an estimated 36,140 employees
held Sodexo shares.
2.5.1 Company employee savings plans
The various profit-sharing agreements in force allow
employees of the Group’s French subsidiaries to pay
the amounts they receive in respect of these profitsharing
agreements into an employees’ mutual fund
invested in Sodexo shares, or into a restricted savings
account. To qualify for favorable tax and social
charges treatment, amounts due to employees are
subject to a five-year lock-up period.