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01 02 03 04 05 06 07 08 09 10 11 12 13 14 284 Combined Annual Shareholders’ Meeting, January 23, 2012 11 Resolutions submitted to the Combined Annual Shareholders’ Meeting of January 23, 2012 As the Board of Directors’ report does not provide the terms and conditions for determining the prices of shares and securities to be issued, we are unable to provide a conclusion on the final terms and conditions under which the capital increase would be performed. In accordance with article R.225-116 of the French Commercial Code, we will issue an additional report if and when the Board of Directors uses these delegations of authority to issue ordinary shares and/or securities convertible into the Company’s share capital, and/or to other debt securities. Sodexo Registration Document Fiscal 2011 Neuilly-sur-Seine and Paris La Défense, November 8, 2011 The Statutory Auditors P ◀ CONTENTS ▶ 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.
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 285 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 ▶ 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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P ◀ CONTENTS ▶ The expected lif
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P ◀ CONTENTS ▶ 4.26.2 Principal
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P ◀ CONTENTS ▶ 5.1.1 Analysis o
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P ◀ CONTENTS ▶ Counterparty ris
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P ◀ CONTENTS ▶ France Consolida
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P ◀ CONTENTS ▶ Africa Consolida
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P ◀ CONTENTS ▶ europe Consolida
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P ◀ CONTENTS ▶ Asia, Pacific, M
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P ◀ CONTENTS ▶ ‡ Supplemental
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P ◀ CONTENTS ▶ ISo Code Countri
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P ◀ CONTENTS ▶ Growth in the Mo
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P ◀ CONTENTS ▶ At the same time
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P ◀ CONTENTS ▶ Information Titr
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P ◀ CONTENTS ▶ 2. BALANCE SHEET
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P ◀ CONTENTS ▶ 2.1.2 Property,
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P ◀ CONTENTS ▶ 5. EXCEPTIONAL I
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P ◀ CONTENTS ▶ Information on t
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P ◀ CONTENTS ▶ 13.2 Changes in
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P ◀ CONTENTS ▶ extendable on ap
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P ◀ CONTENTS ▶ 18. RELATED PART
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P ◀ CONTENTS ▶ 26. CONSOLIDATIO
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P ◀ CONTENTS ▶ (in thousands of
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P ◀ CONTENTS ▶ III - Specific v
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P ◀ CONTENTS ▶ (in euro) employ
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P ◀ CONTENTS ▶ Titre Legal 1Inf
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P ◀ CONTENTS ▶ 1.6 Registration
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P ◀ CONTENTS ▶ Legal Informatio
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P ◀ CONTENTS ▶ 2.4.2 Share owne
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P ◀ CONTENTS ▶ 2.5.2 Internatio
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P ◀ CONTENTS ▶ Shareholders - T
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P ◀ CONTENTS ▶ 2.3 Publication
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P ◀ CONTENTS ▶ 8. BENEFITS OF B
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P ◀ CONTENTS ▶ ADJUSTED SODEXO
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P ◀ CONTENTS ▶ ‡ Capital 1. S
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P ◀ CONTENTS ▶ 3. STOCK MARKET
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P ◀ CONTENTS ▶ Titre Corporate
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P ◀ CONTENTS ▶ 1.1 Composition
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P ◀ CONTENTS ▶ • Board Member
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P ◀ CONTENTS ▶ Other positions
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P ◀ CONTENTS ▶ Peter Thompson B
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P ◀ CONTENTS ▶ 2.3 Mission of t
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