FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SODEXHO ALLIANCE SA
CENTRAL INDEX KEY: 0001169715
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741]
IRS NUMBER: 000000000
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: 6-K
SEC ACT: 1934 Act SEC
FILE NUMBER:
FILM NUMBER:
BUSINESS ADDRESS:
STREET 1: 3 AVENUE NEWTON
STREET 2: 78180 MONTIGNY-LE-BRETONNEUX
CITY: FRANCE
STATE:
ZIP: 00000
BUSINESS PHONE: 0113313085
6-K
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
February 13, 2004
SODEXHO ALLIANCE SA
3, avenue Newton
78180 Montigny-le-Bretonneux
France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
Contents: Annual Report
EXHIBIT LIST
Exhibit Description
99.1 Annual Report
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SODEXHO ALLIANCE SA
By: /s/ Sian Herbert-Jones
-------------------------------
Name: Sian Herbert-Jones
Title: Chief Financial Officer
Date: February 13, 2004
This document contains "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995. These include,
but are not limited to, statements regarding anticipated future events and
financial performance with respect to our operations. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or
current facts. They often include words like "believe," "expect," "anticipate,"
"estimated," "project," "plan," "pro forma," and "intend" or future or
conditional verbs, such as "will," "would," and "may." Factors that could cause
actual results to differ materially from expected results include, but are not
limited to, those set forth in our Registration Statement on Form 20-F, as filed
with the Securities and Exchange Commission (SEC), the competitive environment
in which we operate, changes in general economic conditions and changes in the
French, American and/or global financial and/or capital markets. Forward-looking
statements represent management's views as of the date they are made, and we
assume no obligation to update any forward-looking statements for actual events
occurring after that date. You are cautioned not to place undue reliance on our
forward-looking statements.
February 3, 2004
Sodexho Alliance
Shareholders' Meeting
Supplementary Report of the Board of Directors
Resolution proposed by shareholders, without the approval of the Board of
Directors
On January 8, 2004, several shareholders requested the inclusion of a resolution
at the Shareholders' Meeting. This resolution has been added to the agenda of
the upcoming Shareholders' Meeting.
Such resolution concerns the modification of Article 16.4 of the Articles of
Incorporation, specifically to reduce the holding period for double voting
rights from 4 to 2 years.
Your Board has not approved this resolution.
Effectively, Sodexho has followed a long term strategy to develop it business.
Transparently and consistently, your group has chosen, since its initial listing
on the stock market, to support stable and long term ownership, by introducing
double voting rights, conforming to the law.
Six years ago the holding period for double voting rights was reduced from 10
years to 4 years. It appears that for a large number of investors, 4 years is a
reasonable period of time for this type of investment.
The Board of Directors
1 Annual Meeting
- First Resolution
(Approval of the financial statements - Discharge to directors)
The Shareholders' Meeting, having heard the reports of the Board of
Directors and the Auditors, approves the statutory financial
statements of Sodexho Alliance for the year ended August 31, 2003, as
presented by the Board of Directors, which show net income for the
year of EUR 79,261,606.86. The meeting also approves the consolidated
financial statements for the year, showing consolidated net income of
EUR 162 million.
The Shareholders' Meeting acknowledges that the Directors have
discharged their duties for the year ended August 31, 2003.
- Second resolution
(Income appropriation)
In accordance with the proposal made by the Board of Directors, the
Shareholders' Meeting resolves:
To appropriate net income for the year ended August 31, 2003
in the amount of: EUR 79,261,606.86
plus retained earnings brought
forward from the prior year of: EUR 702,506,930.37
Representing total income available
for distribution of: EUR 781,768,537.23
As follows:
- Legal reserve to raise this
reserve to 10% of the new capital EUR 59.60
- Net dividend EUR 97,003,154.65
(Dividends on the 159,021,565 shares in issue, representing EUR 0.61 per
share, giving rise to a tax credit of EUR 0.305)
Retained earnings EUR 684,765,322.98
Total: EUR 781,768,537.23
The dividend will be paid as from March 4, 2004.
Dividends paid by the Company the last three years were as follows:
2001-2002 2000-2001 1999-2000
Number of qualifying shares 159,021,416 158,945,502 33,587,529
Dividend before tax credit 0.61 0.56 2.24
Tax credit 0.305 0.28 1.12
Dividend including tax credit 0.915 0.84 3.36
- Third Resolution
(Approval of agreements involving directors)
Having heard the Auditors' special report on agreements governed by
Article L.225-38 of the Commercial Code, the Shareholders' Meeting
approves this report and the agreements referred to therein.
- Fourth Resolution
(Authorization to trade in the Company's shares)
Having heard the report of the Board of Directors and reviewed the
information contained in the prospectus approved by the Commission des
Operations de Bourse, the Shareholders' Meeting authorizes the Board
of Directors and any duly authorized representative of the Board to
trade in the Company's shares on the stock market in accordance with
the provisions of articles L.225-209 et seq. of the Commercial Code.
This authorization, which is given for a period of eighteen months, is
designed to allow the Company to:
- Stabilize the Sodexho share price by buying or selling shares on the
open market, trading against the underlying trend.
- Optimize the financial management of the Company and the management
of its assets and liabilities.
- Make stock awards to employees, in connection with profit-sharing
programs, stock option plans, Employee Stock Ownership Plans or any
other program or plan provided for by law.
- Grant shares to senior managers, as compensation, based on their
performance.
- Remit shares in payment or exchange for shares or assets of another
company, in connection with an acquisition or otherwise.
- Cancel the shares.
- Hold the shares in treasury stock, or exchange, sell, contribute or
transfer them.
The shares may be purchased, sold, exchanged or transferred by any
appropriate method, on the stock market or over-the-counter or by
means of derivatives. The total number of shares covered by the
authorization may be purchased or transferred in a single block
purchase or transfer.
The shares may be purchased, sold, exchanged or transferred at any
time, subject to compliance with regulatory limits.
The maximum number of shares that may be acquired under this
authorization is restricted to 10% of the Company's issued and
outstanding share capital, currently 15,902,156 shares. The aggregate
price paid to acquire the shares may not exceed EUR 636 million.
The Shareholders' Meeting resolves that shares purchased or sold in
order to stabilize the market price of Sodexho shares may not be
acquired at a price in excess of EUR 40 per share. This maximum price
will be adjusted in the case of any transactions that have a dilutive
effect on the Company's capital.
Full powers are given to the Board of Directors and any duly
authorized representative of the Board to act on this authorization
and to:
- Place any and all buy or sell orders and enter into agreements for
the keeping of records of share purchases and sales as well as any and
all other appropriate agreements.
- Carry out any and all filing and other formalities and generally do
whatever is necessary.
This authorization cancels and replaces all earlier authorizations to
the same effect, including that given in the fourth resolution of the
Annual Shareholders' Meeting of February 4, 2003.
- Fifth Resolution
(Re-election as director of Pierre Bellon)
The Shareholders' Meeting re-elects Pierre Bellon, whose term has
expired, for a three-year term expiring at the Annual Shareholders'
Meeting to be called to approve the accounts for the year ending
August 31, 2006.
- Sixth Resolution
(Re-election as director of Remi Baudin)
The Shareholders' Meeting re-elects Remi Baudin, whose term has
expired, for a three-year term expiring at the Annual Shareholders'
Meeting to be called to approve the accounts for the year ending
August 31, 2006.
- Seventh Resolution
(Re-election as director of Astrid Bellon)
The Shareholders' Meeting re-elects Astrid Bellon, whose term has
expired, for a three-year term expiring at the Annual Shareholders'
Meeting to be called to approve the accounts for the year ending
August 31, 2006.
- Eighth Resolution
(Re-election as director of Francois-Xavier Bellon)
The Shareholders' Meeting re-elects Francois-Xavier Bellon, whose term
has expired, for a three-year term expiring at the Annual
Shareholders' Meeting to be called to approve the accounts for the
year ending August 31, 2006.
- Ninth Resolution
(Re-election as director of Sophie Clamens)
The Shareholders' Meeting re-elects Sophie Clamens, whose term has
expired, for a three-year term expiring at the Annual Shareholders'
Meeting to be called to approve the accounts for the year ending
August 31, 2006.
- Tenth Resolution
(Re-election as director of Nathalie Szabo)
The Shareholders' Meeting re-elects Nathalie Szabo, whose term has
expired, for a three-year term expiring at the Annual Shareholders'
Meeting to be called to approve the accounts for the year ending
August 31, 2006.
- Eleventh Resolution
(Directors' fees)
The Shareholders' Meeting resolves to award total annual fees of EUR
300,000 to the directors for the year ending August 31, 2004.
- Twelfth Resolution
(Authorization to issue EUR 1.2 billion in debt securities)
At the Board of Directors' motion, the Shareholders' Meeting
authorizes the Board to issue bonds in an aggregate nominal amount not
to exceed EUR 1.2 billion or the equivalent in foreign currencies or
monetary units, as determined based on the exchange rate ruling on the
date of issue.
The Shareholders' Meeting gives full powers to the Board of Directors
to:
- Carry out one or several bond issues within a period of five years
from the date of this meeting. The timing and amounts of said issues
will be decided at the Board's discretion, subject to compliance with
the aggregate ceiling specified above.
- Select the payment currency, the life, interest rate and other terms
and conditions of the bonds, including the issue and redemption
prices, the repayment terms, the circumstances in which the bonds may
be bought back on the open market or redeemed in advance and any
conversion rights to be attached to the bonds allowing holders to
acquire new debt securities not carrying any future rights to acquire
shares.
- Enter into any and all underwriting and placement agreements with
any and all banks or other institutions, take any and all necessary
measures to permit the placement of the bonds and generally do
whatever is necessary.
This authorization cancels and replaces the authorization to the same
effect given by the Annual Shareholders' Meeting of February 4, 2003.
Extraordinary Meeting
- Thirteenth Resolution
(Blanket authorization to issue shares and share equivalents with
pre-emptive subscription rights, to be paid up in cash or by
capitalizing premiums, retained earnings or otherwise)
The Shareholders' Meeting, having heard the report of the Board of
Directors and the Auditors' special report, resolves, pursuant to
article L.225-129-III subparagraph 3 of the Commercial Code and the
other relevant provisions of company law:
1. To grant the Board of Directors the necessary powers to increase
the share capital, on one or several occasions, in amounts and on
dates to be determined at the Board's discretion:
a) By issuing common shares, warrants and/or securities
convertible, redeemable, exercisable or otherwise exchangeable
for common shares immediately or in the future, at any time or on
a fixed date, denominated in euro or foreign currencies.
b) And/or by issuing bonus shares or raising the par value of
existing shares, to be paid up by capitalizing the paid-in
surplus or retained earnings or otherwise, pursuant to the
provisions of the law and the Company's bylaws.
2. To grant said authorization for a period of 26 months from the date
of this Meeting.
3. To limit the aggregate value of the issues that may be carried out
pursuant to this authorization as follows:
- In the case of capital increases carried out pursuant to the
authorization given in paragraph 1 a) above:
a) The aggregate par value of the common shares that may be
issued either directly or upon conversion, redemption,
exercise or exchange of debt securities and other share
equivalents may not exceed EUR 63 million or the equivalent
in foreign currency or monetary units determined by
reference to a basket of currencies, as calculated on the
date of issue of the securities. The aggregate par value of
any common shares to be issued to protect the rights of
existing shareholders pursuant to the law as well as any
shares issued pursuant to the fourteenth resolution of this
Meeting shall be included within this ceiling.
b) The aggregate face value of debt securities representing
share equivalents that may be issued pursuant to this
authorization may not exceed EUR 570 million or the
equivalent in foreign currency. The aggregate face value of
any debt securities issued pursuant to the fourteenth
resolution of this Meeting shall be included within this
ceiling.
- In the case of capital increases paid up by capitalizing the
paid-in surplus, retained earnings or otherwise, the aggregate
par value of the common shares that may be issued pursuant to
this authorization may not exceed the aggregate amount of the
qualifying paid-in surplus, retained earnings and other sums.
Said issues shall not be included in the ceiling specified in
paragraph 3 a) above.
4. That, for any issues decided by the Board pursuant to paragraph 1
a) of this resolution:
- Shareholders shall have a pre-emptive right to subscribe such
issues, pro rata to their existing shareholdings.
- The Board of Directors may offer shareholders a pre-emptive
right to subscribe any securities not taken up by other
shareholders as provided for above.
- If any shares or share equivalents are not taken up by
shareholders exercising their pre-emptive rights as provided for
in the above two subparagraphs, the Board of Directors may take
any or all of the following measures, in any order, subject to
compliance with the law:
- Limit the capital increase to the amount of the
subscriptions received, provided that at least three
quarters of the issue has been taken up.
- Freely allot all or some of the unsubscribed shares or
share equivalents.
- Offer all or some of the issued, unsubscribed shares for
subscription by the public, on the French and/or
international market.
- By virtue of this authorization, in the case of issue of
share equivalents, the shareholders automatically waive their
pre-emptive right to subscribe the shares to be created upon
conversion, redemption, exercise or exchange of said share
equivalents in favor of the holders thereof.
- The proceeds per share to be received by the Company in
connection with any and all issues of shares and share
equivalents carried out pursuant to this authorization shall be
at least equal to 80% of the average of the opening prices of the
Company's stock quoted on the Euronext Paris market on 10
consecutive trading days selected from among the 20 trading days
immediately preceding the issue date of the shares or share
equivalents, as adjusted for any difference in cum dividend
dates.
5. That the Board of Directors shall be fully empowered to act on this
authorization subject to compliance with the law and to delegate such
powers to the Chairman pursuant to the law. In particular, the Board
of Directors shall be empowered to:
- Determine the terms and conditions of issue of common shares or
share equivalents.
- Determine the dates and methods of issue and the nature and
form of the securities, including, at the Board's discretion,
subordinated and unsubordinated fixed term and perpetual bonds or
notes.
- Fix the terms at which the Company may be authorized to
purchase shares or share equivalents on the stock market, for
cash or in exchange for other securities, and authorize such
purchases at any time or during fixed periods.
- Authorize the Company to suspend the exercise of the rights
attached to the share equivalents, if necessary, for a period not
to exceed three months.
- Charge the share issuance costs against the related paid-in
surplus, together with any amounts required to raise the legal
reserve to an amount corresponding to 10% of the new capital
following each share issue, without seeking the prior
authorization of the shareholders.
- Pursuant to the exception allowed under article L.225-149 of
the Commercial Code, decide that in the case of a share issue
paid up by capitalizing the paid-in surplus or retained earnings,
rights to fractions of shares will not be transferable. In this
case, the corresponding shares will be sold and the proceeds from
the sale will be allocated to the holders of these rights within
30 days of the date on which the whole number of shares allotted
to them is recorded in their share account.
- Enter into any and all agreements, take any and all measures
and carry out any and all formalities in connection with the
issue and servicing of the shares and share equivalents issued
pursuant to this authorization and the exercise of the rights
attached thereto.
6. By virtue of this authorization, shares and share equivalents with
pre-emptive subscription rights, are to be paid in cash or by
capitalizing premiums, retained earnings or otherwise, without
effecting the validity of any issues carried out pursuant to said
previous authorizations prior to the date of the Meeting.
- Fourteenth Resolution
(Blanket authorization to issue shares and share equivalents without
pre-emptive subscription rights)
The Shareholders' Meeting, having heard the report of the Board of
Directors and the Auditors' special report, resolves, pursuant to
articles L.225-129-III subparagraph 3, L.225-148, L.225-150 and
L.228-93 of the Commercial Code and the other relevant provisions of
company law:
1. To grant the Board of Directors the necessary powers to
increase the share capital, on one or several occasions, in
amounts and on dates to be determined at the Board's discretion,
by issuing, on the French or international stock market, common
shares, warrants and/or securities convertible, redeemable,
exercisable or otherwise exchangeable for common shares
immediately or in the future, at any time or on a fixed date,
denominated in euro or foreign currencies. This authorization
shall also cover the issue of shares or share equivalents in
payment for securities acquired in connection with a public
tender offer that fulfill the conditions laid down in article
L.225-148 of the Commercial Code.
2. To grant said authorization for a period of 26 months from the
date of this Meeting.
3. To limit the aggregate value of the issues that may be carried
out pursuant to this authorization as follows:
a) The aggregate par value of the common shares that may be
issued either directly or upon conversion, redemption,
exercise or exchange of debt securities and other share
equivalents may not exceed EUR 63 million or the equivalent
in foreign currency or monetary units determined by
reference to a basket of currencies, as calculated on the
date of issue of the securities.
b) The aggregate par value of any common shares to be issued
to protect the rights of existing shareholders pursuant to
the law as well as any shares issued pursuant to the
thirteenth resolution of this Meeting shall be included
within this ceiling.
c) The aggregate face value of debt securities representing
share equivalents that may be issued pursuant to this
authorization may not exceed EUR 570 million or the
equivalent in foreign currency. The aggregate face value of
any debt securities issued pursuant to the thirteenth
resolution of this Meeting shall be included within this
ceiling.
4. To waive the shareholders' pre-emptive right to subscribe any
securities issued pursuant to this authorization by the Company
or any subsidiary thereof that is more than 50%-owned, directly
or indirectly. However, the Board will be required to grant
shareholders a non-transferable priority right to subscribe all
or part of such issues, pro rata to the number of shares held, on
terms and for a period to be decided by the Board. At the Board's
discretion, this priority right may be extended to include shares
or share equivalents not taken up by other shareholders. Any
securities not subscribed by shareholders during the priority
subscription period will be placed among the public.
5. That, by virtue of this authorization, in the case of issue of
share equivalents, the shareholders automatically waive their
pre-emptive right to subscribe the shares to be created upon
conversion, redemption, exercise or exchange of said share
equivalents in favor of the holders thereof.
6. That the proceeds per share to be received by the Company in
connection with any and all issues of shares and share
equivalents carried out pursuant to this authorization shall be
at least equal to the average of the opening prices of the
Company's stock quoted on the Euronext Paris market on 10
consecutive trading days selected from among the 20 trading days
immediately preceding the issue date of the shares or share
equivalents, as adjusted for any difference in cum dividend
dates.
7. That the Board of Directors shall be fully empowered to act on
this authorization subject to compliance with the law and to
delegate such powers to the Chairman pursuant to the law. In
particular, the Board of Directors shall be empowered to:
- Determine the terms and conditions of issue of common shares or
share equivalents, with the agreement of the Boards of the
companies concerned, where applicable.
- Determine the dates and methods of issue and the nature and
form of the securities, including, at the Board's discretion,
subordinated and unsubordinated fixed term and perpetual bonds or
notes.
- Authorize the Company to suspend the exercise of the rights
attached to the share equivalents, if necessary, for a period not
to exceed three months.
- In the case of issuance of shares or share equivalents in
payment for securities acquired in connection with a public
tender offer:
- Draw up the list of securities tendered for exchange.
- Fix the terms of issue, the exchange parity and the amount
of any cash payment to be made.
- Determine the method of issue in connection with a paper
bid, a cash or paper bid or a paper bid with a cash
alternative.
- Charge the share issuance costs against the related paid-in
surplus, together with any amounts required to raise the legal
reserve to an amount corresponding to 10% of the new capital
following each share issue, without seeking the prior
authorization of the shareholders.
- Enter into any and all agreements, take any and all measures
and carry out any and all formalities in connection with the
issue and servicing of the shares and share equivalents issued
pursuant to this authorization and the exercise of the rights
attached thereto.
8. By virtue of this authorization, shares and share equivalents
without pre-emptive subscription rights, are to be paid in cash or by
capitalizing premiums, retained earnings or otherwise, without
effecting the validity of any issues carried out pursuant to said
previous authorizations prior to the date of the Meeting.
- Fifteenth Resolution
(Stock options)
The Shareholders' Meeting, having heard the report of the Board of
Directors and the Auditors' special report, resolves, in accordance
with Articles L.225-177 to L.225-185 of the Commercial Code and the
other relevant provisions of the Code:
1. To authorize the Board of Directors to grant stock options, on
one or several occasions, to the following categories of persons,
said options being exercisable either for new shares issued for
this purpose or for shares purchased by the Company on the market
in accordance with the law.
2. That this authorization shall be valid for a period of
thirty-eight months from the date of this Meeting.
3. That the options may be granted to:
- employees, or selected employees or certain categories of
employees,
- "mandataires sociaux" (executive directors), as defined by
law, or selected mandataires sociaux of the Company or the
French or foreign companies or "groupements d'interet
economique" (intercompany partnerships) that are directly or
indirectly related to the Company, within the meaning of
Article L 225-180 of the Commercial Code.
4. That the total number of exercisable options granted for
subscription or purchase may not exceed 3% of the share capital.
5. That the exercise price of options to subscribe new shares
will be set on the date of grant of the options by the Board of
Directors, and may not represent less than 80% of the average of
the opening prices quoted for the Company's shares on the
Euronext Paris market over the 20 trading days preceding the date
of grant.
6. That the exercise price of options to purchase existing shares
will be set on the date of grant of the options by the Board of
Directors, and may not represent less than 80% of the average of
the opening prices quoted for the Company's shares on the
Euronext Paris market over the 20 trading days preceding the date
of grant or 80% of the average price paid for the shares held by
the Company pursuant to Article L.225-208 and/or Article
L.225-209 of the Commercial Code. No options to subscribe new
shares or purchase existing shares may be granted (i) within the
period of 20 trading days following the date on which the shares
go ex-dividend, or ex-rights in the case of a rights issue, (ii)
during the 10 trading days before and after the date of
publication of the financial statements of the Group or, failing
that, of the Company, (iii) between the date on which the Board
of Directors becomes aware of information which, if it were
publicly disclosed, could have a material impact on the Company's
share price, and the end of a period of 10 trading days after the
day on which this information is made public.
7. That, in accordance with Article L.225-178 of the Commercial
Code, shareholders shall automatically waive their pre-emptive
right to subscribe any shares issued on exercise of the options
granted under this authorization.
8. That the Board of Directors shall have full powers to
implement this authorization, in accordance with the law, and:
- To set the terms and conditions of grant of the options,
to draw up the list of grantees or categories of grantees,
as provided for above, and to determine the circumstances in
which the option exercise price and the number of shares
acquired may be adjusted, in particular in the cases dealt
with in Articles 174-8 to 174-16 of Decree no. 67-236 of
March 23, 1967.
- To fix the option exercise period or periods, provided
that the life of the options does not exceed a period of
eight years from the date of grant.
- To provide for the temporary suspension of the right to
exercise the options, for a maximum period of three months,
in the case of any financial transactions involving the
exercise of any rights attached to the Company's shares.
- To carry out, directly or through a representative, all
actions and formalities required to implement any capital
increase or increases carried out pursuant to this
authorization, amend the bylaws to reflect the new capital
and generally do whatever is necessary.
- At the Board's sole discretion and if appropriate, to
charge the share issuance costs against the related premium
and deduct from the premium the amount necessary to raise
the legal reserve to one-tenth of the new capital after each
capital increase.
9. The Shareholders' Meeting notes that this authorization
supersedes all earlier authorizations to grant stock options
given to the Board of Directors, to the extent that these
authorizations have been used.
- Sixteenth Resolution
(Authorization to carry out employee share issues governed by article
L.225-138 of the Commercial Code and article L.443-5 of the Labor Code)
The Shareholders' Meeting, having heard the report of the Board of
Directors and the Auditors' special report, resolves, in accordance with
articles L.225-138 and L.225-129-VII of the Commercial Code, to authorize
the Board of Directors and any duly authorized representative of the
Board to carry out employee share issues governed by article L.225-138 of
the Commercial Code and article L.443-5 of the Labor Code. The shares may
be offered to employees of the Company and those of related companies,
within the meaning of the law, who are members of an Employee Stock
Ownership Plan or a voluntary share-save scheme. The number of shares
offered may not exceed 1% of the capital increase carried out pursuant to
the authorizations given in the thirteenth, fourteenth and fifteenth
resolutions of this Meeting.
- Seventeenth Resolution
(Employee share issues)
The Shareholders' Meeting, having heard the report of the Board of
Directors and the Auditors' special report, resolves, in accordance with
Article L 225-180 of the Commercial Code and the other relevant
provisions of the Code, and Articles L.443-1 et seq. of the Labor Code:
- To cancel the authorization given to the Board of Directors by the
Extraordinary Shareholders' Meeting of February 4, 2003 to increase
the capital, on one or several occasions over a five-year period from
the date of the Meeting, by a maximum amount of EUR 40 million,
through the issuance of a maximum of 10 million new EUR 4 par value
shares.
- To authorize the Board of Directors to increase the capital, on one
or several occasions over a five-year period from the date of this
Meeting, by a maximum amount of EUR 40 million, through the issuance
of a maximum of 10 million new EUR 4 par value shares.
- That the aggregate number of shares held, directly or indirectly, by
employees at any time under the Group's employee stock ownership
plan(s) may not exceed 5% of the Company's capital stock.
- That shareholders shall automatically waive their pre-emptive right
to subscribe the shares to be issued to employees by virtue of this
authorization.
- To give full powers to the Board of Directors to:
a) Decide, at the time of each share issue, whether the shares
are to be subscribed directly by employees who are members of the
Group employee stock ownership plan or indirectly, through a
corporate mutual fund or otherwise.
b) Set the date and the terms and conditions of the share issues
carried out under this authorization, including the
period-of-service requirement to be met by eligible employees;
the period allowed for employees to exercise their rights; the
issue price of the new shares, which may not be less than 20% of
the opening price average quoted for Sodexho Alliance shares over
the 20 trading days preceding the date of the Board of Directors'
decision to carry out the employee share issue; the opening and
closing dates of the subscription period; the date from which the
new shares will carry dividend rights, which may be set
retroactively; the period allowed for paying up the new shares,
not to exceed three years; and, if appropriate, the maximum
number of shares that may be subscribed per employee and per
issue.
c) Place on record the capital increases corresponding to the
number of shares actually subscribed.
d) Carry out any and all necessary formalities, directly or
through a representative.
e) Amend the bylaws to reflect the new capital, after each
capital increase.
f) Charge the share issuance costs against the related premium
and deduct from the premium the amount necessary to raise the
legal reserve to one-tenth of the new capital after each capital
increase.
g) Generally do whatever is necessary.
Resolution proposed by Shareholders without Company's Board approval
Resolution A
(Modification of Article 16.5 of the Company's Articles of
Incorporation concerning double voting rights)
The Shareholders' Meeting resolves to modify Article 16.4 of the
Company's Articles of Incorporation concerning double voting
rights as follows:
New 16.4
"4 - A right to a double vote, in addition to that conferred to the
other shares, with regard to the proportion of the company capital
which they represent, is conferred:
- upon all fully paid-up shares for which there is evidence of a
registered entry in the name of one single shareholder, for a
period of two years at least,
- upon registered shares allotted free of charge upon a
shareholder, in the case of a capital increase by way of the
incorporation of profits, reserves or issue premiums, on the
basis of former shares for which the shareholder has such right."
Former 16.4
"4 - A right to a double vote, in addition to that conferred to the
other shares, with regard to the proportion of the company capital
which they represent, is conferred:
- upon all fully paid-up shares for which there is evidence of a
registered entry in the name of one single shareholder, for a
period of four years at least,
- upon registered shares allotted free of charge upon a
shareholder, in the case of a capital increase by way of the
incorporation of profits, reserves or issue premiums, on the
basis of former shares for which the shareholder has such right."
- Eighteenth Resolution
(Powers to carry out formalities)
The Shareholders' Meeting grants full powers to the bearer of a copy or
extract of the minutes of this Meeting to carry out all necessary
formalities.