Sodexo S.A. (EPA:SW)
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AGM 2020

Jan 21, 2020

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Welcome. Welcome, ladies and gentlemen. I now officially declare this combined AGM open. It is being broadcast live on the company's website at sodexo.com. I'd also like to thank all the shareholders present and those who are represented. In addition, I would like to thank shareholders who are represented or those who voted by post, as well as all of you who are listening to us and watching us, shareholders, customers, consumers, employees or media. If you are a shareholder registered on the attendance sheet, you will be able to vote on the resolutions using the electronic tablet that was given to you at the entrance to this room. We are now going to compose the board. Before doing this, I would like to pass the floor to the person who will give us our safety moment.

Maxime Robin
Health and Security and Safety Officer, La Seine Musicale

Ladies and gentlemen, hello and welcome. My name is Maxime Robin. I'm the Health and Security and Safety Officer for this venue. We're delighted to welcome you here in this exceptional venue, and we present our best wishes for a happy New Year. Before this AGM starts, I will remind you of some safety instructions. If the general fire alarm is sounded or upon instruction of the safety team, please go to the closest exit following the evacuation pictograms. Do not walk back if there is smoke. Lower yourself because fresh air is closer to the ground. If you can't evacuate, then go to a secured waiting space and endorse the instructions which are posted, and do not use the lifts and elevators. When you reach outside of the building, please go to the closest gathering point on the concourse or at the tip of the building.

If you hear an alarm sounding for terrorist attack or assault, please keep calm, respect the greatest silence, switch off your phone and vibrator on your phone, and abide by the safety instructions. Let us now watch a video of Sodexo employees which demonstrate how safety and security is first and foremost.

Speaker 14

I stay safe for Eliana because she means everything to me. She's the most precious gift any mother could have, and I love her so much. My work and everything I do, I have to make sure it's safe because I know I've got lovely kids to go home to. I stay safe for my sisters and my mother and father. I think family is everything.

[Foreign language]

[Foreign language]

I stay safe for my son. I cherish him too much. He's my only boy. He's just everything to me. Everything to me.

I stay safe for my family and my two boys because I need to be there for them. I'm mindful when I drive, when I cook, and when I work that I have to stay safe for them. I feel like my family is strong because I'm strong.

I work safe with my colleagues and best friends. We have the same passion for preparing food.

I feel I need to be safe for him every day and come back home to him. Most of my life will be dedicated to him.

My aunt is 87 years old, and I really need to be by her side to continue caring for her as she cares for me. We take care of each other, and she has given me so much love, and she takes care of me as my mother used to.

I stay safe for my dog. He's my everything. Well, he just brings the best out in me. He's someone I look after.

I stay safe for my childhood friends who are still my friends today. I've known these people since primary school. It's stayed close. I stay safe for them because they are a part of me.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

[Foreign language] Thank you for that safety moment. We are now going to compose the bureau. In compliance with our company's bylaws, I will preside over this AGM. Besides me, I have Denis Machuel, our Chief Executive Officer, Marc Rolland, our Chief Financial Officer. I also have two tellers fulfilling the scrutineer functions. We have François-Xavier Bellon, Chairman of the Board of Bellon SA, who represents the company Bellon SA, as well as Wiesława Gaszer, who is a teller representing the group Sodexo PEG fund for Sodexo employees. I also have Cindy Cario, Secretary of the Board of Directors, who will be our meeting secretary.

In addition, we have our statutory auditors present in the room, represented here by Jean-Christophe Georghiou of PwC and Bruno Diaz of KPMG. Before I pass the floor to our Meeting Secretary, Cindy Cario, in order to establish the attendance sheet and to tell you what the agenda is, I'd like to invite you to join us at the end of this general meeting. Of course, once all the resolutions have been voted on, so we can enjoy a buffet that will be open once our meeting has concluded. Thank you very much. Cindy, the floor is yours.

Hello, ladies. Hello, gentlemen. In order to not disturb the smooth running of this meeting, please switch off your mobile phones. All presentations during this general meeting will be provided in French. Simultaneous interpretation into English is available. Interpretation headsets are available at the entrance for non-French-speaking participants. Conducted in French.

Cindy Cario
Secretary of the Board of Directors, Sodexo

Accordingly, headphones are available at the entrance with translation into English. A sign language interpretation is also available. The attendance sheet is being prepared and will be finalized once the statutory directors have made their presentation. This will give time for latecomers to be able to attend the general meeting. I can already tell you that this attendance sheet currently shows a number of 1,571 shareholders who are registered and who are present, represented, or having voted by post, who own a total of 121,070,000 shares of the 145,721,343 shares that give right to a vote. That is to say, a quorum of 83.08%. The Bureau notes that the general meeting, gathering more than the legally required quorum, both for the ordinary and extraordinary resolutions, can validly deliberate on all items on the agenda.

I would like to underscore that pursuant to the simplification law number 2019-744 of July 19th, 2019, the voting procedures at the general meeting have changed. From henceforth, the majority of votes will be calculated according to the votes cast from which abstentions are excluded. However, these abstentions will be taken into account for the calculation of the quorum. The agenda of this general meeting, as well as the draft resolution submitted for the approval of this meeting, were presented in the notice of meeting. They were also published in the French BALO on November 22, 2019, and in the notice of meeting published in the French BALO and in a French journal of legal announcements on December 30, 2019. I would also like to underscore that no request for the inclusion of items or draft resolutions on the agenda has been submitted by the shareholders.

Furthermore, I'd also like to inform you that we have not received any written questions from our shareholders. I have before me all the documents registered or required by law. They were made available to you within the legal deadlines. I'd also like to note that the Social and Economic Committee has been made aware of these documents and did not submit any comments. In the interest of the debates, we would like to propose they exempt the chairman from the full reading of the report of the board of directors. This report can be found in the 2019 Universal Registration Document, the 2018/2019 URD. The main items will be presented to you during this meeting. I would now like to give the floor to Sophie Bellon, Chair of the Board of Directors, for her message to the assembly.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Shareholders, board members, employees, friends of Sodexo, thank you so much for joining us at our general meeting today. I'm truly delighted to welcome you here yet again in this magical place, La Seine Musicale. Sodexo has been a proud partner of this venue since 2013. Welcome for this important moment in the life of our company. What should we remember from the past year? What are the most memorable events? On an international level, 2019 has been a complex year. It has been marked by economic uncertainty, political instability, climate concerns, social unrest, as well as the twists and turns of the Brexit. For Sodexo, 2019 was characterized by sustained growth. Here I would like to underscore that this is the strongest growth of the past seven years. This is a very encouraging sign.

Our model, since the very beginning, has been one of growth, and it should remain a model of growth. In 2020, we will continue to prioritize accelerating our growth possibility and sustainability in a profitable and sustainable manner. Opportunities are here. Our market represents EUR 900 billion worldwide and offers tremendous opportunities for development. The market potential in the food services industry, in particular, is huge, over EUR 300 billion. In order to fully leverage this opportunity, we are going to be increasingly selective, and we're going to make the right choices. We will have offensive and targeted investments in order to continue developing our business activities. In the 54 years since the creation of Sodexo, we have gained unparalleled expertise in the field of food services. At a time when food today is at the heart of many challenges, whether social, environmental, or health-related.

We will continue to capitalize evermore on that unique knowledge. We will continue to distinguish ourselves through our ability to promote healthy meals that preserve natural resources and promote social balance. In this digital age, we will continue to strengthen the direct link we have with our consumers, who are asking for increasingly customized services. This is how we will achieve our goal of improving the quality of life in the future of over 1 billion people around the world. In fact, I wish to reaffirm here the determination of the board of directors to support the company's growth dynamic and its continual improvement in close cooperation and in a trust-based relationship with Denis Machuel and the Executive Committee. Over the past few years, the Board of Directors has changed a lot.

It has become more international. Today this board is well-balanced in terms of both age and diversity. We have complementary branches of expertise that are represented, some drawn from other sectors than ours. Now, more than ever, the board is equal to the task of helping Sodexo make the choices that will enable us to go further and to do this faster. In line with these changes, I would like to introduce Véronique Laury, whose appointment is being proposed today. She will bring to the board a broad consumer understanding as well as expertise in marketing and sales. We're also proposing the appointment of Luc Messier. Luc will bring his North American viewpoint and his experience in international operations, particularly in the energy sector. You will be able to cast your vote on those appointments when we vote on the resolutions.

I'd also like to take this opportunity, on behalf of the board, to warmly thank Robert Baconnier, whose term of office is drawing to an end. Since 2005, Robert Baconnier has been making lasting contributions to the work of the board and of the audit committee. For a very long time, he chaired over the audit committee. He generously shared his expertise with us, as well as his exactitude, but always did so with a touch of humor that we shall not forget. I would also like to thank Astrid Bellon, who has expressed her wish to no longer be a board director, a role she has held since July 26th, 1989.

She wishes to fully devote herself to her role with the Pierre Bellon Foundation, as well as to her personal projects. During all of these years on the board, Astrid contributed her unique viewpoint, very detailed analytical skills, her sensitivity, particularly in terms of our corporate values, as well as her common sense. Astrid will continue to closely follow our work. My family's commitment is the cornerstone of our financial independence, which guarantees our control over the very long term. The 50-year shareholder agreement that we signed in 2015 is a proof of that commitment. It enables us to do the following: to ensure that our values and our mission continue, to guarantee the continuation of our strategy over the long term, and to make the investments that we need in order to further our development.

Today, I wish to reiterate that our family commitment has never been stronger, and it supports our unique corporate model. Our distinctive feature is that our teams are present at the heart of each region at the most local level. That proximity is actually an important part of the value that we bring. Our local presence allows us to play a primary role in terms of maintaining social connections, as well as for contributing to the vitality of these regional ecosystems. Our employees are our most valuable asset. Attracting, identifying, and developing talent is an essential element of differentiation for a company like ours that is made up of men and women. In fact, when we encounter difficulties in any of our activities, it's often because we were not able to sufficiently anticipate the need for certain talents.

In this era of technological progress, the human dimension that defines us is providing more and more value. It's thanks to this human dimension that our clients choose us today. It's also why, thanks to this human dimension, that they will choose us in the future. As such, I wish to warmly thank all of our employees. The work that they do day in and day out for their customers, for their consumers, and in their regions has made Sodexo the leading company that it is today. I think that we can stand up in order to give a round of applause for our employees. I hope our employees are watching us over the Internet and that they feel very proud. I am proud of them in any event. Like you, I keep seeing evidence that expectations on the part of companies are undergoing a profound shift.

Our political leaders, as well as our clients, consumers, employees, the younger generations, and even public opinion, are calling companies out. Not only are they questioning them about their business activities, but also on how they conduct business and on their impact on the world. It's a fact that beyond short-term phenomena, we collectively need to take up major challenges. There's been an increase in inequalities. There's been a questioning of demographic balances. We are confronted by climate change. Increasingly, companies are becoming key players in terms of finding answers to these burning issues. In fact, that's the whole purpose of the French PACTE Law, P-A-C-T-E, which was passed in France last April. Rather than simply making profits, companies need to focus on sharing the value they create. Companies must take into account the social and environmental impact of their business activities.

As you are aware, the PACTE Law encourages us to define our raison d'être, our purpose. Actually, very few companies are as involved in the major issues facing our world today as Sodexo is. We are established in 67 countries around the world. We have 470,000 employees who, day in, day out, care for 100 million people every day. Thanks to this, we have a decisive impact. From the very beginning, this has been a central aspect of Sodexo's mission. This is an integral part of how we measure our performance. Certainly, we have a unique advantage, and that's because when our company was created, Pierre Bellon blazed a visionary trail by giving the company the dual mission that we continue to embrace today.

That dual mission is to improve the quality of life for our employees and for the people we serve, and to contribute to the economic, social, and environmental development of the cities, regions, and countries in which we operate. As a reminder, we did not wait for the PACTE Law to make a contribution. These concerns, in fact, are part of our DNA. For 54 years now, we have been translating this authentic vision into tangible actions. Day in, day out, we work to align all of our business activities, the choice of our partners and suppliers, and our employees' commitment all around the world with this vision. This is something we do every day throughout our group, which is multi-local, multi-market, multi-cultural. This is, of course, a huge challenge. It requires determination that is sustainable. It means wanting to improve all the time and continuously.

One day, I have no doubt, these commitments will be the focus of a raison d'être, a purpose that we will formally submit to you. Rushing, making hasty decisions is never an option. This task needs to be undertaken with the importance it deserves, and it will require us to make choices that commit us. In the meantime, I wish to strongly reaffirm our determination before you to build on our dual mission, which has been ours since the very beginning. Thank you so much.

Marc Rolland
CFO, Sodexo

Thank you, Sophie. Ladies and gentlemen, dear shareholders, hello. I am very pleased to be here with you today, and I'm delighted to present to you our financial performance for fiscal 2019. First, the results of the past year were in line with our targets and objectives. Organic revenue growth stood at +3.6% above the range of an increase of 2%-3%, which was announced in November 2018, and also above the upward revision to around 3%, which was given in July of 2019. The operating margin is 5.5%, which is in line with the information with the guidance given in July 2019, but is at the bottom of the original target range. Let us look at all of this in more detail. Revenue for last year increased by 7.6% to reach EUR 22 billion.

The currency translation had a positive effect at 1.5% and was mainly connected to or with the appreciation of the dollar. The acquisitions contributed 2.6% to growth, with the main impact being the full year effect of the consolidation of Centerplate, but also the contribution of the acquisitions made in our personal and home services business. Organic growth therefore stands at 3.6%, which is the best growth rate in seven years. On-site services increased by 3.3%, benefits and rewards business grew by 8.5%. Let's first look at the on-site services activity. In Business & Administrations, organic growth amounted to 3.5%. It is driven by the corporate services segment, which benefited from a good level of business development, but also from same-site sales growth by progressive improvement in energy resources and in government services.

It is also driven by the buoyance summer season in Paris, which was better than expected in the sports and leisure segment. To this was also added the contribution of the contract for the Panam Games in last August in Peru, and Denis will tell you more about this in a few minutes. Now, turning now to the healthcare and senior segment. Organic growth was 2.1%, reflecting some contrasting trends. First, in Asia, in Latin America, and in Brazil, growth remained very strong. Double-digit growth benefiting from the start-up of new contracts and from the strong growth of sales in existing sites. However, in Europe, the lack of business development opportunities hampered organic growth in most markets, although same-site sales growth was quite solid.

Finally, in North America, in health and seniors, growth slowed down in the fourth quarter, especially hit by contract losses, which began to weigh on the revenue. We also made the decision to terminate a major contract because we could not renew it with an acceptable level of profitability. This did not have a negative impact on fiscal 2019, but it will have an impact on fiscal 2020. The level of biz dev has remained too modest. Let us move on to the education segment, which recorded growth of 4.7%. Growth improved in North America, mainly due to solid same-site sales growth. This was supported by the possibility to pass on inflation in our prices by a positive business impact and also by additional work services over the period of the summer. Retention levels have improved in education, biz dev remains too weak.

We therefore started fiscal 2020 in education in the U.S. with neutral net development. Outside of North America, growth was strong in Europe as in Asia, and it was driven by the start-up of new contracts, in particular, the contract with the French Yvelines department in the French Paris region, which is the most important school contract ever signed in France, combining both catering services and facilities management services. Also it was driven by numerous contracts started in China, in Singapore, and in India. Now let us go to the benefits and rewards business. First of all, remember that the revenue of the benefits and reward services account for 4% of the group's total revenue. Organic growth was strong at up 8.5%, despite a slowdown in the fourth quarter. This growth is very well-balanced between the two major regions, that is Europe and Latin America.

At 8.6%, growth was good in Western Europe and even very good in Central Europe and in Turkey. It was also very strong in our diversification services, including the healthcare and wellness offerings and of course, including Rydoo, our mobility solution. Organic growth in Latin America was 8.3%, reflecting especially strong first half, thanks to a very high level of business activity in Brazil and to solid growth in Mexico and in Chile. In Q4, growth slowed down in Brazil due to a higher comparable basis, but also due to a more difficult business environment and due to falling interest rates. Let us move on to the operating margin. The operating margin was stable at 5.5% at current and constant rates.

This is in line with our expectations as explained above. As planned within the framework of our strategic agenda called Focus on Growth, quote-unquote, "The initiatives we took to improve gross margin and to cut operating costs, as is the case for our Fit for the Future program, have borne fruit, and these productivity gains have been reinvested to accelerate growth." Margin levels for on-site services remain stable at 5%. The margin in the B and A, the Business & Administrations segment, also remains stable, while that in healthcare and seniors improves slightly, reflected more disciplined execution by the new team. It deteriorated in the education segment as it was impacted by portfolio turnover. It was also impacted by strikes at some of our sites in France, and it was impacted by wage inflation in North America.

Last year, inflation had been passed on to prices, and it continued during the year, absorbing most of the productivity levels achieved during the year. The Benefits and Rewards operating margin increased by 20 basis points at current rates, but at 110 basis points, excluding currency effects, reaching 31%. As a reminder, the margin for On-site Services accounts for 79% of the group's underlying operating margin before management fees and intragroup eliminations, while that of the Benefits and Rewards services represents 21%. I would like to come back to the contribution of acquisitions. Acquisition costs amounted last year to EUR 301 million. The acquisitions were mainly focused on strengthening our positioning in catering with Novae in Switzerland, in the Corporate Services segment, and with AIP in the U.K., in the school segment.

We also accelerated our investments in the home care and in childcare segments in our personal and home services business activity. Cash generated from operations amounted to EUR 907 million. This is a fine performance, despite the significant increase in operational CapEx to EUR 415 million, or 1.9% of the revenues, versus EUR 286 million in the previous year. This growth in our CapEx is mainly due to the increase in investments in sports and leisure and in education segments. On this occasion, I would like to remind you that our CapEx to turnover ratio should gradually increase to 2.5% over the medium term. As a result of the very high level of cash generated by operations, our cash conversion ratio reached 136%, compared to the record 165% recorded the previous year and remains much higher than that of fiscal 2017, which stood at 123%.

This fine performance was helped by major sports events in Japan, and in particular, by the anticipated sales of hospitality packages for the Rugby World Cup until the end of August, relative to the games taking place in the first quarter of fiscal 2020. This brings us to our balance sheet, which remains very strong, as can be seen from our financial rating. The net debt to EBITDA ratio stands at 0.9, and the gearing or net debt ratio, that is, which corresponds to net debt to equity, has fallen to 27%. As you can see, our net debt to EBITDA ratio has gradually increased over the last five years, but nevertheless remains below our target of one to two, excluding the impact of IFRS 16.

We will be applying IFRS 16 standard from September the 1st of 2019 with an impact on our debt ratio because our debt will be mechanically increased by EUR 1.3 billion. On the next slide, you can see that the dividend proposed by the board to the shareholders amounts to EUR 2.9, up 5.5% over last year, while the net earnings per share increased by 3.6%. At EUR 2.9 per share, the payout ratio is now 55% of underlying net earnings per share and 64% of reported net earnings per share. Now let us review our stock market performance. Over the last five years, the Sodexo stock increased by 38%, while over the same period, the CAC 40 index in France increased by 25%. During fiscal 2019, the stock price increased by some 15%, versus the CAC 40 index in France increasing by 1% over the same period.

Conversely, since September 1st, the performance curve reversed with a decrease of 2.2% versus the CAC 40 index rising by 11.4%. The increase in November linked to the publication of annual results was offset by the decrease in January following the announcement of Q1 sales results. Long-term performance remains solid. Since its first listing in 1983, the value of the stock was multiplied by a factor of 67, while over the same period, the CAC 40 index in France only multiplied by a factor of 15. The growth of Sodexo is 4.5 x greater than that of CAC 40 index. I would like now to end my talk with a slide on the breakdown of capital equity of our group. As of August 31st, 2019, market cap was EUR 15.2 billion.

The stake of Benelux remains stable at 42.2% of capital equity, accounting for 56.6% of exercisable voting rights. Our employees hold almost 1.1% of capital equity. Our individual shareholders represent 4.1% of capital equity. Institutional investors account for 51.6% of Group's capital equity, of which just under a quarter are French and 3/4 are international investors. With this presentation, I hope I gave you a clear overview of the fine developments and performance of Sodexo in the past fiscal year. Thank you for your attention. I turn the floor over to Denis Machuel.

Denis Machuel
CEO, Sodexo

Thank you, Marc. Hello, everyone. Similarly to Sophie, I'm pleased to greet you all in this great venue of La Seine Musicale. I'm also pleased to greet the directors of Sodexo who are with us today, and I would like also to recognize the presence of some 100 group employees, many of whom are shareholders.

Last year, when we gathered here in this very venue, Sodexo was facing headwinds. Although optimistic at the time, I talked to you about some disappointing results and performance as well, however, as a firm desire to accelerate our growth by implementing our strategic agenda called Focus on Growth, which was based on four pillars. Reinforcing a customer and consumer mindset, number one. Number two, improving operational efficiency. Number three, nurturing talents. Number four, anchoring or further establishing corporate responsibility. All of this achievement is to come through strengthening our fundamentals, through empowering our teams, and measuring our operational performance with the deployment of our STEP program. Now, one year down the road, as Sophie and Marc have just pointed out, it is clear that the strategic agenda is producing its first positive results.

At 3.6% growth, the group's organic growth is at its strongest level since 2012. The return to growth is evidenced in the trust shown by several prestigious clients. In particular, the American company, Procter & Gamble, has renewed our major international contract. We also have UNESCO in Paris, and we also have Victoria College in the U.K., and the Olympic and Paralympic Games, which are to take place in Tokyo in the summer of 2020, among others, of course. We remain focused on our strategic agenda, because while this favorable return to growth is encouraging, this growth level is still below our expectations, and we are still seeing disparities in our performance indicators.

As an example, for On-site Services, we have improved the profitability levels in some of our large contracts, and we have strengthened our commercial targeting. Our customer loyalty and business development indicators are not yet on track at the expected levels. In North America, growth will be less in 2020 than we would have liked, mainly due to the voluntary termination of a major large-scale contract in the Healthcare segment and due to the neutral net balance of new contracts signed in the Education segment. We have a new Education and Health leadership team. These are particularly focused on client retention as well as on profitability of business development so that they can take best advantage of the potential of these markets. There are still a number of challenges ahead of us which we have to meet.

I'm confident in our ability to meet these challenges because I've observed that the recovery in growth was supported and accompanied by greater discipline inside the organization. When our teams successfully reduce our overall injury rate with a time lost by 11.1%, this undeniably is a clear sign of a much better operational discipline day in, day out in our sites. We've also noted a number of points which evidence some better commercial deployment. The retention rate of our contracts in gross margin terms is higher over the year than the same rate in revenue, which is a good sign of a more profitable retention level. Our margin on new contracts has been 20 basis points higher than that of the previous year.

In the business services segment, the share of local contracts is increasing, and is now 80% of our sales and commercial pipeline, which is the result of better targeting. These smaller contracts increase in power and potency and profitability, and are able to offset the impact of large contracts which have a slower starter profile. Finally, achieving our operating margin target of 5.5% is the result of renewed managerial discipline, which has enabled us to reduce our off-site operating and management costs while achieving operational productivity gains on our sites. We are now counting on the rollout and expansion of the Fit for the Future initiatives on our off-site operating cost optimization program and on the accelerated deployment of our performance management system.

That is the so-called STEP program in order to roll out this operational excellence and disciplines across all levels in the organization and in order to generate additional savings and productivity gains. We have made the choice to reinvest our productivity efficiencies and gains in the fields of sales and marketing, in the fields of training and talent management, and also in the development of digital and information technology so that we can accelerate our growth. Some of these investments have a long-term objective, such as the groundwork we are performing on our brand strategy. Others have a more immediate impact on our prices, for example, while others still will have a gradual impact. Very much like our investments in the innovative food offerings and in our digital marketing initiatives.

We also continue to invest in digitizing our offerings and in deploying back-office systems in our benefits and rewards business activity. We also are pushing ahead with our acquisition strategy to further build our personal and home services business activity, as evidenced by the acquisitions of Pronep home care specialists in Brazil and The Good Care Group in the U.K., or closer to home, Crèches de France, which has consolidated our French crèche network. With respect to talent management, in just three months, we deployed an innovative performance development platform called Aspire, which is aimed at facilitating exchanges and interaction on target setting, on performance, skills development, and feedback. This will help our 60,000 managers to grow and develop themselves and to map out their own individual and collective career path. The human factor is the alpha and omega.

That is the key critical asset in our organization. Now growing our employees, making sure that they have good control of the fundamentals of their business activities and operations, finding the right equilibrium between disciplined execution and the promotion of innovation from the field bottom up, empowering everyone day in, day out. All these aspects are at the heart of our management issues and challenges. Our renewed growth track is a clear sign of the formidable energy and drive generated by teams and the trust they have in Sodexo and in its future. Now, to create sustainable, firm foundation for profitable and responsible growth over the long term, we must go even further. As Sophie mentioned to you, our market is valued at over EUR 900 billion, including EUR 300 billion in catering services.

We are not the only ones, of course, trying to take advantage of the opportunities out there, including our traditional incumbent competitors, the new regional players who operated in targeted niches, or the new startups that are changing the rules of the game. In the face of these challenges, we'll be able to gain further leverage from our unique business model. We must thus combine a fine level understanding of our customer and consumer needs and expectations. We need to combine our ability, sorry, to use digital technology for the benefit of human beings and our deeply responsible corporate DNA so that Sodexo be the obvious choice for customers and consumers. That it be a choice which combines meaning and purpose, economic rationale, and the concerns for sustainable development.

In catering, for example, we are convinced that its future will rely on the development of quality, healthy, and responsible food, which will benefit both the quality of life of consumers as well as the local communities and the planet environment. We are launching several avant-garde programs related to healthy and sustainable eating. For example, you have the program called "Future 50," which offers 40 recipes, including 50 foodstuffs of the future that are both nutritious and beneficial and positive for biodiversity. These recipes are in addition to the over 200 plant-based menus that have been rolled out across 5,000 sites across the world since 2018. Let me also share with you another concrete example that will give you a concrete example of what the catering industry will be in the future.

For over a year, we've been working with the Spanish fashion giant Inditex, and together we have developed a new concept of so-called circular catering for its logistics center in the city of Arteixo in northern Spain.

Today, their restaurant currently serves more than 1,600 meals a day, with 65% of the products being locally sourced, very often directly sourced from the local farmers. This includes more than 40 organic products. By sourcing products locally, we consequently reduce the environmental impact of supply chains, logistics, and packaging. This restaurant is plastic-free. Plastic bottles and soda cans have been removed, and filtered water is available on tap. All organic waste is composted or is disposed of as biogas, and only 2.5% of all waste is not recycled. We have the objective of becoming zero waste very soon. We are and can be very proud of this new concept. We opened, a few months ago, a second similar restaurant for the same client, which demonstrates the robustness and success of our offer.

This new approach to the catering industry can also be applied on a larger scale. Let me now show you how, as part of the Pan American and Parapan American Games, which were held in Lima in Peru in July and August, our teams came together to feed 10,000 people, including 6,700 athletes. It is an amazing effort what the Peruvian team has achieved in such a short space of time. We will never close this building for 51 days. It is an incredible achievement, and I can honestly say that this has got to be the finest cuisine and some of the best service I have ever experienced. We had great teams, outstanding teams. I hope this video gave you a good glimpse into what our teams are capable of producing.

This concept, containing high technological content that offers high quality and customized cuisine with a very fast, safe, and low environmental impact service with high volume, is now rolled out for other customers and clients around the world. Beyond catering services and driven by digital technology, we must also continue to build on the synergy to be generated across our business operations to generate and create tailor-made experiences that meet a great need for sharing, for simplification, and for customization on the part of clients, customers, and consumers. On this point, let me say a few words about our investment in Zeta, which is an Indian-based company that produces technology platforms and digital payment solutions.

By integrating our on-site catering offerings and those of partner restaurants, including the management of travel and associated expense notes and personal services, Zeta enables us to create a virtual Sodexo one-stop shop for our clients, customers, and consumers. It is now currently being deployed in Asia and Pacific. We very much believe that it has a worldwide potential, that is, this platform has. Now, group wide, we are tapping into and leveraging these developments to stand out across all our markets and to accelerate our growth in a responsible manner. On this topic, Sophie's message was very clear. Our growth must be meaningful. In a world that is becoming aware of the limits of hyper-consumption, of the impact of digital technology on human beings

Of the causes of social and economic inequalities and of the climate crisis, our role and mission statement to improve the quality of life has never been as relevant. Of the meaningful battles, the one in which we engage with respect to the reduction of food waste is particularly topical. You probably know that 30% of the food produced on the planet is wasted. If this were a nation, its global waste would represent the third largest emitter of greenhouse gases after the United States and China. The waste is meaningless, and our role.

Speaker 14

Listen to the oil crackling, the timer ticking, the cutlery clinking, the blade chopping. Touch each fruit, vegetable, herb, the hot, the cold, the ice, the texture. Smell the spice, the zest, sweet, spicy hot, the baking, and aroma. Taste the seasonings, the cooking, the garnishes, the balance, the finesse, and the flavor. Look at the wasted food, all that's not used, every leftover, every scrap. Together, we can stop food waste. Let's open our eyes and act. Food waste doesn't make sense. Join the movement.

Denis Machuel
CEO, Sodexo

We are committed to reducing food waste across all of our chain by 50% by 2025. The progress we made in 2019 towards achieving this goal are significant. We've been rolling out WasteWatch, which is the largest program in cutting waste in our industry, with 3,000 sites targeted in just one year. Already more than 40% of the sites being covered have been engaged in this rollout. We've been using artificial intelligence and so-called predictive algorithms to better anticipate consumption and to prevent waste across our sites in France and in the U.S. These two innovative and ambitious initiatives have earned us the eCAC40 Tech for Good Award this year in France.

Finally, we have become the first global group to jointly link its funding to its objective of reducing food waste and which obtained certification for its target to reduce carbon emissions by a total of 34% by 2025, which is in line with the UN goals to contain global warming to below 1.5 degrees Celsius. These examples, these initiatives and commitments demonstrate that our growth is not just an indicator of our financial performance. It is also an indicator of the merits and the relevance of our mission statement and of the positive impact of Sodexo. When all is said and done, everything I've said today boils down to one and the same thing. I strongly believe that with our sustainable and inclusive business model, we will be able to capture the growth opportunities in our markets.

Our growth will be both profitable and responsible, with greater value being generated for our customers, clients, and users, much more respectful of people, and much more environmentally sustainable. To conclude, I would like to share with you our forecast for fiscal 2020. In terms of our growth, the headwinds in North America, which I mentioned earlier, should be offset by the contribution, positive contribution of the Rugby World Cup in the first quarter and that of the 2020 Summer Olympics and Paralympics in the fourth quarter, as well as the strong growth in developing economies and steady growth in Europe. With the continuation of our Fit for the Future initiatives, with the aim of achieving additional savings to supplement the operational efficiency gains resulting from greater discipline as reinforced by the rollout of our STEP program.

We will keep reinvesting the savings and cost cuttings generated into accelerating our growth. As a consequence, we count on the following goals and targets for fiscal 2020. We forecast organic revenue growth of around 4%, including major sporting events. We forecast a stable operating margin, excluding currency effects and excluding any potential impact from the implementation of the IFRS 16 standard. Over the medium term, thanks to the investments and thanks to the initiatives I mentioned, thanks to the breakdown and distribution of our business operations and our well-balanced geographic presence, we are in a good position to capture the many growth opportunities, and we will be capable of accelerating our organic growth in the coming years. As organic growth improves Investments in growth will be controlled so that efficiency gains and the benefits of increased discipline shall contribute to improving our margins.

Today, thanks to the efforts, day in, day out, of all of our employees, through their discipline, their efficiency, and their commitment to achieving our Focus on Growth objectives, we are building up the pillars of this profitable and responsible growth. For this, similarly to Sophie, I would like to give all of our employees everywhere in the world my warmest thank yous for their service spirit and for their deep and far-reaching engagement day in, day out. I would like also to thank all of our customers, all of our clients and consumers, all of our partners and suppliers. Of course, a big thank you to all of you and all of our shareholders who are attending this meeting here today for the trust you have placed in Sodexo and for the commitment you have shown us for so many years. Now I return the floor to Sophie.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Merci, Denis. Thank you so much, Denis. Now I'd like to invite you to watch a video that will give you a brief overview of the board's work.

Speaker 14

Sodexo's Board of Directors is chaired by Sophie Bellon. There are 12 directors. Pierre Bellon, the founder of Sodexo, is Chairman Emeritus. The board reflects the Group's values in many ways. It is chaired by a woman, the only chairwoman in the French CAC 40 index. At the end of the fiscal year, as of August 31, 2019, the board had seven women directors out of 12 members. The international profile of the Board of Directors reflects the Company's global footprint, with four nationalities represented. Directors are chosen for their ability to act in the interests of all shareholders and for their expertise, experience, and understanding of the strategic challenges in the markets where the Group operates.

Sodexo's board of directors can thus draw on the varied and complementary expertise of its members, including executive management of international companies, finance, sustainable development, societal commitment, human resources, digital and new technologies, marketing and sales, strategy, and mergers and acquisitions, as well as their overall knowledge of the services sector. Subject to approval of the resolution submitted to shareholders during this annual shareholders meeting, the board of directors will welcome two new independent members, Véronique Laury and Luc Messier. Following the departure of Astrid Bellon and Robert Baconnier, the board of directors will then comprise 12 members, including seven independent members and two directors representing employees. In fiscal 2019, the board met 8x with a 91% attendance rate.

This year, the Board worked on the following topics: corporate governance on various subjects such as the membership structure of the Board committees, the appointment of a Director, the assessment of the Director's independence, the review of the internal rules, an update on corporate responsibility issues, the Group situation and its strategy. The review of various business activities and segments of the Group, in particular in the U.S., their growth outlook, and competitive environments, a regular monitoring and evaluation of management strategic plan, an update on our performance in terms of client retention and sales effectiveness, the review of strategic opportunities in terms of external growth, compensation policy, and specifically this year, the review of the compensation of Board members, the evolution of the compensation policy for corporate officers, the review of gender pay equality.

In making decisions, the board relies on the preparation, advice, and recommendations from its three committees. All committees are chaired by independent directors. The Audit Committee is chaired by Sophie Stabile. It has five members, including one director representing the employees. 75% of its members are independent. The Committee met 5x during the year with an attendance rate of 97%. During fiscal 2019, in addition to the review of the consolidated financial statements, the Committee reviewed the main risks and their related management and the internal audit plan. Given the contemporary issues, the Audit Committee worked on the implementation of new accounting standards, the internal control system to combat cyber risks, the integration of newly acquired companies, and the monitoring of the group's financing. The Nominating Committee is chaired by Cécile Tendeau de Marsac. It has four members, of which 50% are independent.

The committee met 4x during the year with an attendance rate of 100%. During the year, the committee, in particular, examined proposals for potential new directors, succession plans for key leaders, the group's talent retention strategy, and a skills matrix for directors. The compensation committee is also chaired by Cécile Tendeau de Marsac. It has four members, including one director representing the employees. 100% of its members are independent. The committee met 5x during the year with an attendance rate of 100%. During fiscal year 2019, the committee notably studied recent developments and new regulations concerning executive pay, including pension plans, the compensation policy for the group's main executives, and the group's restricted and performance share plans. All of this information on corporate governance can be found in the universal registration document available on sodexo.com.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Merci. Thank you. As you will have seen, and as I told you previously, you will be asked to vote on the appointment of two new directors. Now I'm going to give the floor to Véronique Laury, and she's going to introduce herself. Shareholders, employees, directors, good afternoon. I'm going to briefly present myself now.

Véronique Laury
Independent Director, Sodexo

My name is Véronique Laury. I've worked for over 30 years in the sector of specialty retail for both French and international companies. That's where I was able to develop my expertise in terms of B2C marketing, sales, and related services, as well as brand management and communications. I joined Leroy Merlin in 2008, and there I took over various functions in the marketing and sales field for about 15 years.

In 2003, I joined Kingfisher, the European do-it-yourself company, in order to be in charge of the sales and marketing department, for France and for U.K. In 2013, I became chief executive officer of Castorama France. From 2014-2019, I was chief executive officer of Kingfisher, which is listed on the FTSE in the United Kingdom. As such, it is my hope that I have acquired very solid operational and strategic skills that I intend to offer to Sodexo. I am all ready. Even after the short time, I am very enthusiastic by the idea that I am going to be joining the board of the global leader of quality of life services. During my different meetings at the head office and on the sites, I have seen how passionate the men and women of Sodexo are regarding their employment and their jobs.

The values of service, team spirit, of progress and innovation are deeply rooted in the company. These are major assets for your company, as are its size, its geographical presence, and its brand that is recognized around the world. As far as I'm concerned, I wish to give the board my skills in terms of offers, marketing, and distribution. More broadly, thanks to my general management experience, I hope to help Sodexo continue its development in a world that is undergoing major changes, both on the economic, social, and societal level. Eating and consumer habits have been changing at a very rapid pace and in depth. There are new expectations, there are new needs, and there are new challenges in terms of both supply and responsibility, as Sophie and Denis mentioned earlier.

In the face of this, Sodexo must adapt its model in order to maintain its leadership position and to continue its growth. These are fascinating challenges. As such, I am very pleased to be able to join the board of directors. Thank you.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

[Foreign language] Thank you, Véronique. Now, I would like to invite Luc Messier to come up, and who's going to introduce himself.

Luc Messier
Director, Sodexo

Hello, everyone. Dear shareholders, dear employees, dear directors of Sodexo, hi. Before I introduce myself, I would like to say that in 2019, I was fortunate enough to visit a number of sites of Sodexo in the U.S. and in France. During my visits to these Sodexo sites, I've seen many employees work in the field. I could see how they would demonstrate their sense of pride, their service spirit to contribute to improving the quality of life of their clients and customers. In my interaction with the leaders and directors of Sodexo, I was able to see how the concerns for corporate responsibility were taken very seriously at Sodexo, be it the social and community aspects, be it the ethical and environmental concerns and issues. I'm delighted that I'm given this opportunity to serve as a board member of Sodexo. I was born in Canada.

I've been living in the U.S. for 16 years. After some studies in civil engineering, I joined Pomerleau company and Bouygues, the French construction company, where I became project manager and the CEO of some subsidiaries managing large infrastructure projects. I went to Technip in the U.S. as a CEO, and I became a senior vice president with ConocoPhillips in charge of global project development and supply chain management. In the course of my career, I lived and worked in Hong Kong and South Africa, and I worked in more than 25 countries today. I'm a board member in two companies, one Norwegian company and one Canadian company. I'm the manager of a small wine-making company in California, and I've been providing special support and assistance to some specialist startups, which specialize in developing new technology.

In terms of my own skills, I will bring and contribute my own knowledge and exposure to the U.S. and to the international market, my operational experience, my experience in project management, and my knowledge of the supply chains. Also, I'm conversant with the energy industry, with the engineering industry, and the building and construction industry, and I have a passion for sustainability and new technology. Sodexo is a company which I greatly admire, and I feel deeply honored by the opportunity which is given to me to serve its shareholders. Thank you.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you so much, Luc. I'd now like to invite Cécile Tendeau de Marsac to come up. She's the Chairwoman of our Compensation Committee, and she's going to present a summary of the work of this committee for fiscal year 2019.

Cécile Tendeau de Marsac
Chairwoman of the Compensation Committee, Sodexo

Madam President. Chairwoman, CEO, ladies and gentlemen, shareholders, good afternoon. The compensation policy applicable to corporate officers is determined by the Board of Directors on the basis of recommendations made by the Compensation Committee. As Sophie mentioned earlier, it is reviewed annually. The Board of Directors thus ensures that the compensation policy is adapted to the company's strategy and, of course, to its operating context. It also ensures that its purpose is to enhance Sodexo's medium and long-term performance and competitiveness. As you will have seen in the video, this year, the Compensation Committee met 5x .

We endeavored to improve the policy by modifying it slightly in order to ensure that it is in line with the group strategy. As such, it is compliant with new legal requirements. The work of the compensation committee is based on several simple principles that are listed here. First of all, the compensation policy is, of course, in accordance with the recommendations of the AFEP-Medef Code. We also ensure that it has a certain degree of competitiveness, both on the French market. We are aligned with the CAC 40 companies. We also ensure that it is competitive in terms of the international market, and that's because we have a lot of directors who are based overseas. Here we compare ourselves to our main competitors. We try to find the most complete balance between the fixed and variable components of compensation.

We also seek to achieve balance between financial and extra-financial objectives. We also seek to find a balance between short-term and long-term compensation. We have endeavored to ensure that the interests of corporate directors, shareholders, and other stakeholders, whether investors or employees, are convergent. As such, the performance conditions set for Denis' variable component are demanding. They focus on profitable and sustainable growth in compliance with the announced financial objectives. We also have another rule. That is transparency. Our policy must respect clear and transparent rules that are straightforward and easy to communicate. We're going to start by describing the compensation policy for the chairwoman of the board. This compensation package contains fixed compensation. It also includes a company car, as well as collective health and benefit plans. As in the past, Sophie Bellon does not receive any other form of compensation.

That is to say, she doesn't have any variable compensation or exceptional compensation, and she does not have any long-term incentive plan. Sophie Bellon does not receive any director's fees for attending board meetings or for attending any specialized committee meetings. In addition, she will not receive a termination benefit if her corporate office is terminated, and she will not receive any supplementary retirement plan either. Last year, you approved a fixed compensation of EUR 670,000 for Sophie Bellon. This amount, as we announced, will remain stable and will remain unchanged for the duration of her term of office. Thus, the compensation committee has proposed to the board that it maintain, without any changes, Sophie Bellon's fixed compensation as Chairwoman of the Board. Regarding the compensation policy for the CEO of Sodexo, it is going to change.

For the full year of 2018/2019, the maximum amount of the variable compensation for the CEO was reduced from 200% to 150%. Denis Machuel will receive his first compensation for a complete full year as CEO. The performance shares are conditional to a stock market performance compared to a single peer group, and compensation that is paid in the context of his non-compete agreement will not exceed 24 months' worth of his fixed compensation. As for full year 2019-2020, we will remove the possibility for the CEO from receiving exceptional compensation. In addition, there will be a reduction of the vesting period for performance shares, which will go from four to three years in line with market practices. In addition, no performance shares will be allocated during the fiscal year. That is because the next allocation will take place in November 2020.

In addition, there will be a prorating of the effective attendance time for these performance shares. In addition, we have implemented a new supplementary retirement plan, which I will detail later. For fiscal year 2019-2020, the compensation of the CEO will consist of a fixed compensation, of an annual variable compensation, of a long-term compensation, of a non-compete agreement, of a supplemental pension plan, of a company car, of unemployment insurance, as well as collective health and benefit plans. Denis Machuel will not receive any multi-year or exceptional compensation, and he will not receive any severance package in the event of the termination of his office. The fixed compensation allocated to Denis Machuel for full year 2019-2020 remains unchanged, and it is thus the amount of EUR 900,000. That is to say that is identical to the amount that was established when he took office on the 23rd of January 2018.

The CEO's annual variable compensation for full year 2019-2020. It is composed of the following. 70% is based on the financial objectives, and 30% is based on achievement in extra-financial objectives. For the financial objectives, we have external growth, we have the operating margin, we have the group net income, as well as free cash flow generated by operations. In terms of the remaining 30% non-financial targets, these are occupational health and safety at work, talent management, as well as the ranking on the Dow Jones Sustainability Index. For full year 2019-2020, 100% of the premium will be paid if the target is achieved, and if this target is exceeded, 150% of the premium will be paid. However, it will not exceed 150% of his fixed compensation. Mr. Denis Machuel's long-term compensation is exclusively composed of performance shares.

The allocation of these shares is conditional to the company's performance as well as to a presence condition. These two conditions are now established for a three-year period. As I mentioned earlier, Denis Machuel will not receive any performance share allocations for the full year 2019-2020, since the next plan will take place in November 2020. The allocation of performance shares are directly related to the group's strategic priorities. Thus, for the next plan, the economic performance criteria will apply to 50% of share allocations. The market performance criteria will apply to 30% of share allocations, and the remaining 20% will be conditional to a criteria relating to the company's social performance. Allocation of performance shares to the CEO will have a threshold of 150% of his total annual compensation.

This includes a fixed and variable compensation for objectives achieved, and will also include 5% of all the free shares allocated during the full year. Let's go back to full year 2018-2019. The compensation paid or allocated to Sophie Bellon as Chairwoman of the Board of Directors was exactly EUR 607,739, and this includes her fixed compensation of EUR 670,000 and a company car for the remainder. For the full year 2018-2019, the compensation paid or allocated to Denis Machuel as Chief Executive Officer was EUR 1,807,730.

This includes the fixed compensation of EUR 900,000, variable compensation of EUR 892,800, as well as benefits in kind amounting to EUR 14,930, and these are all described on this slide. The annual variable compensation paid or allocated to Denis Machuel as Chief Executive Officer is thus EUR 892,800. You have a breakdown of the targets for the year and of achievement of these targets.

This compensation was based 70% on financial targets and 30% on non-financial targets. By way of information, despite an over-performance of internal growth for full year 2018-2019, based on the target that was initially set, the board, by request of Denis Machuel, has decided that given the performance that is at lower end of the range in terms of operating margin, the payout of this criteria will be limited to 100% for himself, as well as for members of the executive committee. Regarding the long-term compensation, by way of reminder, I'd like to tell you that on the 19th of June 2019, the board of directors allocated 22,000 performance shares to Denis Machuel with a valuation under IFRS rules of EUR 1,836,252. 100% of this allocation, as I mentioned earlier, is conditional to performance conditions over a four-year period.

The 25% of the vesting of these performance shares is conditional to achievement of an average of internal growth of revenue. 25% is related to the operating margin. For 30%, it is conditional to the performance of TSR Sodexo compared to a group of peers composed of 12 companies. For the remaining 20%, this is a target of diversity and inclusion set by Sodexo in order to promote women at the highest levels of the company's hierarchy. Following the application of the PACTE Law and of the law of 3 of July 2019 that transposed the portability of retirement, the Remuneration and Compensation Committee reviewed in 2018-2019 the supplementary pension plan for the CEO, and is going to propose a new plan, which I will detail later.

By way of reminder, under the old plan, based on seniority of five years, it allowed for the payout of a pension that could reach up to 15% of the averaged fixed compensation paid over the past three years, prior to the cashing out of his base retirement. In addition, the board of directors decided that the vesting of the annual rights under the retirement plan would become effective, starting from a minimum rate of 80% of achievement of the annual targets based on the annual variable compensation. If this rate was achieved, 1% of contribution to the retirement plan would be vested for the current year. By way of information, the rights vested as of December 31st, 2019, under the context of the former plan, were frozen on the basis of an amount decided on that same date.

Therefore, as of January 1, 2020, a new retirement plan will begin. The company has thus implemented a new retirement plan that is regulated by Article L137-11-2 of the French Social Security Code. Under this new plan, it is necessary to have one year of seniority within the Sodexo group in order to benefit from this plan. This plan will allocate annual rights of 0.5% of the fixed and variable compensation received during the first five years. That number will go to 1%, just up until the achievement of a total of 10%. The vesting of rights is conditional to the same performance conditions of the previous plan. That is to say, the achievement of a minimum rate of 80% of annual targets. The board of directors would thus propose to the AGM to approve the 12th resolution relating to this new retirement plan. Thank you for your attention.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you, Cécile. Thank you for those explanations on a very complex topic, a very technical topic, but it is also a very important topic. Before I pass the floor to the statutory auditors, I suggest that we read the resolutions that we will put to your vote, and I'd like to pass the floor to Cindy.

Cindy Cario
Secretary of the Board of Directors, Sodexo

Ladies and gentlemen, I will now present the resolutions that we put to your vote at the end of the Q&A session. The first two resolutions aim to approve the individual company and consolidated financial statements of Sodexo for the financial year ended August 31, 2019. Showing respectively, a net income of EUR 597,146,224, and a consolidated net profit attributable to equity holders of the parent of EUR 665 million.

By the third resolution, you will be asked to approve the allocation of net income and the distribution of a dividend amount of EUR 2.90 per share for the financial year ended August 31, 2019. This proposal reflects an increase of 5.5% compared to the previous financial year. In accordance with the company bylaws, a 10% dividend premium, representing an additional EUR 0.29 per share, will be allocated to shares registered in registered form for at least four years. That is from August 31, 2015, and until the dividend payment date. I remind you that the number of shares eligible for this dividend premium cannot exceed 0.5% of the share capital for the same shareholder. The dividend distribution will be paid according to the schedule shown on the screen.

In the fourth and fifth resolution, following the departure of Robert Baconnier and Astrid Bellon, as from today, we propose that you approve the appointment of two new independent directors, Véronique Laury and Luc Messier, for a period of three years. Their candidacies will enhance the skills of the board. In the sixth and seventh resolution, the board of directors invites you to reappoint Sophie Stabile and Cécile Tendeau de Marsac for a further period of three years. The renewal of these appointments will enable the board to continue to benefit, on one hand, from the operational and financial expertise in the services and hospitality sector provided by Sophie Stabile, as well as her experience in major international mergers and acquisitions in the area of innovation and digital transformation.

On the other hand, to also benefit from the international experience and skills in the area of human resource managing, marketing, and sales, as provided by Cécile Tendeau de Marsac. If the proposed renewals are approved by this meeting, Sophie Stabile will continue to chair the Audit Committee. She will also serve as a member of the Compensation Committee. Cécile Tendeau, for her part, will continue to chair the Nominations Committee, as well as the Compensation Committee. You will then be asked in resolutions eight and nine to approve the components of compensation paid or awarded to corporate directors for the 2019 financial year, and in resolutions 10 and 11, to approve the compensation policies for the Chairwoman of the Board of Directors, as well as for the Chief Executive Officer for the fiscal year ending August 31, 2020.

Any information related to compensation necessary for the approval of these resolutions was presented to you at this meeting by Cécile Tendeau de Marsac, they're also available in the universal registration document. In resolution number 12, we will ask you to approve a regulated commitment benefiting the CEO relating to the implementation of a supplemental pension plan. The changes regarding this pension plan was also presented to you by Cécile Tendeau de Marsac and was also presented in the special report of the statutory auditors. In resolution number 13, you'll be asked to renew for an 18-month period, the authorization provided to the board to enable the company to operate on its own shares out of public offering periods. Even though the law allows for the buyback of company shares in the limit of 10% of the capital, you will be asked to limit the amount to 5%.

The maximum purchase price for the shares would be set at EUR 120 per share, and the total amount allocated to the share buyback program may not exceed EUR 885 million. This share buyback program will now be used to cover the allocation of free shares to reduce the company's share capital and to provide liquidity in Sodexo shares under the liquidity contract concluded by the company with Kepler Cheuvreux. In resolutions 14 to 19, you will be asked to approve changes to the company bylaws. The 14th resolution aims to delete Article 6, which was integrated at the creation of the company in order to detail the various capital contributions. It no longer appears useful to date. The deletion of this article would result in the renumbering of the following articles of the company bylaws.

The 15th resolution aims to modify Article 9-4 of the bylaws in order to reinforce applicable rules regarding the declaration of ownership interest. This would enable the company to have a more detailed understanding of the shareholder structure in order to engage more efficiently with its shareholders. We therefore suggest to decrease this disclosure threshold to 1% of the company voting votes and for each multiple of that, and to change the disclosure deadline to five trading days. These disclosure requirements would also apply to any registered intermediaries acting for shareholders that are not domiciled in France. In the 16th resolution, the shareholders are invited to decide on the modification of Article 11-4 of the company bylaws in order to comply with the new requirements of the PACTE Law.

Indeed, companies whose board of directors is made up of eight directors or more, as opposed to 12, are now obligated to appoint two directors representing employees. For your information, Sodexo already meets this requirement since 2015. The 17th resolution aims to modify Article 12 of the company bylaws in order to provide for the possibility for the board to make certain decisions through written consultation of the directors. The 18th resolution aims to modify Article 15 of the company bylaws to bring it into compliance with the Sapin II Law, by proposing the removal of obligation to appoint a deputy statutory auditor when the principal statutory auditor is not an individual or one-person firm. In the 19th resolution, the shareholders are called upon to remove transitional provisions linked to the introduction of a dividend premium in 2011, and which are no longer applicable.

On an extraordinary basis, it is proposed that you adopt in resolutions 20 to 23, financial resolutions. In the 20th resolution, you will be asked to renew for a new period of 26 months, the delegation allowing the board to issue at any time other than when a public tender offer for the company's share is in progress, shares and/or securities carrying rights to the company's shares, or to the allocation of debt securities with preferential subscription rights for existing shareholders. The subscription price would be set by the Board of Directors in accordance with applicable legal and regulatory provisions and standard market practices. In addition, the maximum nominal amount of the capital increases would be set at EUR 85 million, and the maximum nominal amount of any debt securities issued would be set at EUR 1 billion.

The 21st resolution seeks the renewal for a period of 26 months of the delegation, allowing the Board to decide at any time, other than when a public tender offer for the company shares is in progress, one or more capital increases by capitalizing eligible amounts as provided for in the applicable laws and company bylaws. The amount of the capital increases would be included in the maximum amount set in the 20th resolution. The Board would have full powers to set the amount and the nature of the amounts to be capitalized, as well as the number of new shares to be issued. In the 22nd resolution, the shareholders are called upon to approve the renewal of the Board authorization for capital increases reserved for members of employee share purchase plans, which could be used to align the employees' interests with those of shareholders.

The total number of shares that may thus be issued may not represent more than 1.5 of the share capital, and every amount of the capital increases would be included in the amount set in the 20th resolution. The 23rd resolution aims to renew for a period of 26 months, the authorization given to the Board of directors to reduce the share capital through the cancellation of treasury shares. This amount may not exceed 5% of the share capital during a 24-month period. Finally, on an ordinary business, you will be called upon to rule on a standard resolution concerning the grant of powers required to complete all legal formalities and filings. I would like to inform that we have taken into account your requests made during last year's AGM.

For this AGM, we are giving all shareholders the possibility of receiving the notice of meeting and voting digitally via the Votaccess platform. We ran an information and subscription campaign with our shareholders with the help of our account manager in order to promote our shareholders' subscription to the e-convening and to the e-voting for this general meeting. It is thus with great pleasure that I would like to inform you that we've received a very high number of votes by internet for this general meeting. Mindful of the environment, we strongly encourage you to join the Votaccess system, or to get your financial institution to do so to check whether it is a member of this system in order to receive in the future the e-convening and to be able to vote online.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you so much for your attention. Thank you, Cindy. I would now like to pass the floor to Jean-Christophe Georghiou from PwC, who's going to present the report of the College of Statutory Auditors.

Jean-Christophe Georghiou
Assurance Partner, PwC

Madam President, Chairwoman, ladies, gentlemen, shareholders, hello. I'm very happy to be here in front of you to report on our auditing assignments and on a report we issued for the year ended August 31st, 2019. These reports have been made available to the company and are available in the Universal Registration Document, which was filed with AMF on the 20th of November 2019, and is published on the website of the Sodexo company. According to practice, I will not read out all of the reports. I will just give you a summary set of excerpts. You will see here, top right, the pages of the Universal Registration Document with references to these pages. Let us start with the report on the company financial statements and the consolidated financial statements.

Our auditing is aimed at providing you with a reasonable assurance that the financial statements are free from material misstatements, that they've been prepared in accordance with the generally accepted accounting standards, and which they give a true and fair view of the assets, liabilities, and financial positions. We've conducted our assignments and auditing work in line with French GAAP, and this work has been adapted to the specific features of your group. They've covered the current operations and one-off items for the year. We have built upon, whenever possible, and when was relevant, on the internal control systems, procedures, and processes when they are in place in the group. We have sent out auditing teams to the main affiliates and subsidiaries of the group, and we have visited as many geographic areas as possible.

Following our audit, we have presented our conclusions to the audit committee and to the Board of Directors. As a summary, we issue an unqualified opinion on the company annual statement and the consolidated annual statements for the year ended 27th and 29th . Now, we have one matter to report as respect to the consolidated financial statements. Referring back to an appendix note to the financial statements describing the methods for the first application of the new accounting standards, that is IFRS 9, related to the financial instruments and IFRS 15 standard, which is related to the recognition revenue. Now, as you know, in our audits, we highlight the key facts and items in the auditing work. That is, the items which required enhanced scrutiny and attention.

Generally speaking, these are items which require enhanced scrutiny due to their very nature, due to the risk of material misstatement, or due to the financial stakes and amounts, and due to the degree of human judgment, which is conducted to appreciate the assumptions and estimate it. Our reports detail the procedures we have implemented. I will now point out to some key points without going into too much detail. For the company account, we have covered the valuation equity investment. For consolidated financial statements, we've covered the valuation of recoverable amounts of good and bad will, any rebates, and all types of discounts received from suppliers, liabilities with respect to post-employment benefits, the tax contingencies, and the fair value valuation of the stake in the group of the Bellon company. All these items are built on a large degree of information and call upon expert judgment.

Our procedures were conducted as planned by law, were conducted on information required in the management report. We have recapped the type and extent of these procedures, and we have no special matter to report following these procedures. With respect to the related third-party agreements, we have issued a special report on related third-party agreements, which you will find with reference to the pages top right. In the past year, we were not advised of any new related third-party commitment or agreement, which would have been approved since the closure of the year. Before this AGM, we were advised of a new commitment which has been approved, benefiting Denis Machuel, and which is subject to your approval in the context of the 12th resolution, which was just presented to you.

Your company decided to terminate a defined benefit pension plan as of the 31st of December 2019 in the context of the introduction of a new French law, which transposes the new European directive with respect to the portability of pension rights. As of the 1st of January 2020, a new defined benefit pension plan will be introduced in line with the new legislation, and this was presented to you previously. With respect to the related third-party agreements and commitments already approved by the shareholders in previous fiscal years, the Board has scrutinized and reviewed them in the course of the year to consider whether it was opportune to maintain them. It was the case for three such agreements.

The first was with respect to the coordination and service agreement signed between Bellon SA and Sodexo, which gave rise to a billing of some EUR 3,162,500 for fees, which is basically the billing of the compensation and payroll taxes for the Sodexo corporate officers. The second agreement was with respect to the supplemental health and benefit plan for Madame Sophie Bellon, the Chairwoman of the Board, and Mr. Denis Machuel, your CEO. The third agreement was with respect to the defined benefit supplemented pension plan, which was terminated as of the 30th of December 2019, as was mentioned. We also mentioned that Denis Machuel entered into a non-compete agreement with your company. Finally, we issued three special reports as stipulated by law on draft resolutions related to delegated authority and improvements, which your Board of Directors have asked you to approve.

With respect to capital equity operations, the 20th resolution asks you to approve one or several issuances of ordinary shares and/or other securities with preferential subscription rights. The 22nd resolution has your B oard ask that you approve a capital increase with the cancellation of preferential subscription rights, such shares or other securities being reserved for members of a company employee shareholding scheme. The third agreement is with respect to the 23rd resolution, which asks that you approve a reduction of equity capital by cancellation of treasury shares. We have no matter to report with respect to the first two resolutions, knowing that the final terms and conditions have not been yet set to conduct the issuances. We will proceed with issuing an additional report in due time. Thank you, thank you for your attention. I turn over to Madame Bellon.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you for that presentation. Ladies and gentlemen, shareholders, we'd now like to invite you to join us for the Q&A session. Before we begin, I'd simply like to tell you that we are here to listen to you because we really want to have continuous progress. That is one of our values. Last year, you asked us about creating a Sodexo Shareholders Club. As you probably know, Sodexo took this step in 2019 to help you keep up to date on the company's latest news. Club membership is free. It's open to any individual shareholder who owns at least one Sodexo share or registered share. Our teams are also here today at the entrance to this room and at the reception to welcome you and to answer any questions you may have, or if you wish to sign up for this club.

Now, I'd like to invite you to ask us the first question. We're going to take the first question.

Speaker 13

Good afternoon. My name is Cojetron. I am a small shareholder. I have three questions. The first question I want to put to you is relative to the humanitarian activities. The house is on fire and everyone is looking elsewhere, as former President Jacques Chirac of France said in his time. What action are you taking to reduce the use of plastics, and do you have a plan to reduce the use of palm oil? My second question relates to the medium or the longer term. I have observed that Sodexo, as a company, has not been actively present in the segment of meal delivery business. Recently, the French retailer Carrefour signed an agreement with a startup company to offer a meal delivery service.

Knowing that you have a new Board Member on board who seems to have a passion for startup companies, can you tell us what action you want to take with respect to innovative action in the future? My third question is of a judicial nature. In October of 2015, Octopus company filed a claim against Sodexo with a claim on restaurant tickets. I want to know whether there's been a complicity with respect to the company Edenred.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you, sir. Thank you for your questions. Regarding our environmental commitment, you brought up the use of plastic, this is, of course, a topic that we have been focusing on a lot. We have conducted many initiatives locally. In fact, in France, the law is on our side. In the U.K., there is a date set for zero plastic usage. That is certainly a topic that we're working on. Perhaps Denis wants to add something.

Denis Machuel
CEO, Sodexo

Well, yes. Today, we've taken initiatives to reduce plastics, covering some 70% of our revenues. Quite a significant scope, as you can see. I made reference to the Inditex, the Spanish Inditex restaurant. We have the same kind of initiatives in Belgium, in the U.K., and very shortly, we'll have them in France. Our action to reduce single-use plastics has been significant. Across our supply chain, I told you that these reduction activities have been covering 70% of our revenue.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

You asked us another question about meal deliveries following up on our recent acquisition of Carrefour. In fact, or rather, Carrefour's acquisition of a startup. We have acquired a startup, Foodchéri, which delivers meals, and these meals are produced in the Paris region, and they're delivered in Paris. Foodchéri also works in the Lyon region, another city in France. We're also looking at other innovative solutions in the area of meal deliveries and new catering models in China with Meituan, and this is a very innovative concept as well. We also have a Zeta experience. Denis mentioned this in his presentation. We have actions that are underway in Brazil and in the United States in that particular area.

Rest assured, we are very actively engaged in the area of meal deliveries because, as you rightly pointed out, this is a request that is being made by our consumers. Of course, we must continuously adapt to the needs of our consumers worldwide. Denis, did you have any other examples?

Denis Machuel
CEO, Sodexo

Yes. Very simply, the Benefits and Rewards business has entered into a number of partnerships with meal delivery operators via the Zeta platform in France and in other countries. We are convinced that meal delivery service will gain traction to deliver enhanced consumer experience, knowing that our consumers want choice, want immediacy, want simple ordering. We won't be controlling the meal chain end to end, but we will be able to have control of some of them in some geographies, having partnership with some operators. This will be our strategy, which we'll be rolling out over time. We've told you about the Zeta acquisition. We'll tell you in the next few years how successful we've been, as well as on all of our initiatives on onsite services and Benefits and Rewards.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you, Denis. Now to answer the third part of your question regarding the decision made by the Competition Authority on 18th of December. We have duly noted their judgment. However, we firmly reject it, and we are going to thus appeal the decision. We object to that decision, to the judgment, because for us, we believe that it reflects a completely erroneous assessment of current practices and of the market. As such, we completely refute the non-competition aspect of the exchange of information contained in this judgment, and thus, we are going to appeal that decision. Thank you. Another question?

Claude Aroche
Shareholder, Sodexo Shareholders Club

Yes. My name is Claude Aroche. I am a member of the Sodexo Shareholders Club from today onwards. I have two questions which will not be relating to the EUR 26 million fine, which was handed down by the Competition Authority to Sodexo, nor of the equity stake which was made in the football club Olympique de Marseille, conducted by our chairperson, Mr. Bellon. My first question will be on the food transition. The second will be on food waste. My conclusion will be a tribute I want to pay to our honored chairperson, who will turn 90. The new food trends, veganism, organic eating, locally sourced products, local plant-based, and even insect-based products are on increasing demand by the clients and consumers. The French law called EGAlim, which was adopted on the 30th of October of 2023, has introduced a vegetarian meal in schools per week.

Can these legal initiatives have business and economic implications due to higher sourcing costs? These new types of meals, will they be cost-effective compared with more conventional types of meals? What about the levels of quality and profitability? To quote a famous French saying, "Can we eat well with little money?" quote unquote. This brings me to my second question. Sodexo demonstrated on several occasions that it was actively involved in the reduction of food waste, which every year represents some 1/3 of all food being produced for human consumption. This is one of the greatest scandals in our times, if you consider the 842 million people who suffer from hunger across the world. You have mentioned this, Mr. Denis Machuel.

Sodexo has deployed the WasteWatch program to reduce food waste based on data management, which has very robust commitments to reduce the food waste levels by 50% by 2025 across all its restaurants and sites. Even better, Sodexo has been the first global catering company to link its funding with its action taken against food waste. This is how the syndicated loan of EUR 1.4 billion was renewed to now include a cost of credit adjustment mechanism based on performance, aiming at reducing 50% of food waste by 2025. Again, I'm making reference to messages passed on by Denis Machuel. Now, in order to cut waste, we'll have to optimize and streamline our supply chains by improving the planning ahead and anticipation of menus. Also it will involve educating clients and consumers, so that they waste less.

Now precisely, how can big data or data management help the company change food consumption habits and behavior for students in schools, for patients in clinics and hospitals, for seniors in nursing homes, or military personnel in their barracks? How can we encourage people to eat in order to improve their living standards rather than to spend their lives eating? Before paying a tribute to our honorable chairman, I want to pay tribute to the chairwoman of the board, who issued a special report and submitted this report to the French government, the so-called Bellon report. I want to pay tribute to Marc Rolland, our CFO, who in December last, was awarded the Finance Transformation Award, which is an award paying tribute to the efforts he conducted since 2016 to streamline, to optimize the finance line inside Sodexo.

Finally, and I don't want to forget this, three days before he turns 90, I want to pay a tribute to our chairperson.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

My father's not here, why don't we answer the questions, and I think he might come back later. Thank you so much. You are very well informed about Sodexo, dear sir. Thus, regarding your question on food waste, you gave us a lot of data or information on what we're already doing, and also you recapped what Denis said in his presentation. Certainly, food waste is something that is very dear to us. It's something that concerns all of us. It concerns production. It concerns our clients in terms of the specifications that they give us. We really need to raise awareness. We need to educate school children, our employees, healthcare personnel, patients as well. It's by having discussions with each other that we can do that. I believe this transformation is really going to happen, thanks to the younger generations.

A lot of our employees have children who are young, and they come back and say what should be done. My children aren't quite as young. They also tell me what we can do. I think data is going to help us, but we cannot only rely on data. Data's important, but it's also about behavioral change, and it really involves each and every one of us. Because, as you mentioned, it is simply shameful that so much is wasted and that so many people, over 800 million people, who go to bed hungry at night. For the first point, I'll let Denis answer regarding the food transition and what we are doing in that particular aspect.

Denis Machuel
CEO, Sodexo

Thank you, Sophie. Thank you for your question, sir. Food transition is dear to our hearts. It is critical for the future of the planet, of course. Food waste is part and parcel of this action we need to take to engage in food transition. You mentioned the economic and financial aspects. Well, we have been reinventing our supply chain models. Of course, a number of our foodstuffs will be coming from global sourcing processes, and this will remain unchanged for a number of years. We are seeing more and more consumers and clients wanting us to source more and more products locally and from organic products. This is more and more recognized. This means that consumers and clients will have to become more aware and cognizant of the value and importance of these locally sourced products with the appropriate pricing.

At some point, we will be accommodating our pricing schemes to the organically and locally sourced products. We know that organic farming comes with a cost, and we'll accommodate our pricing schemes based on that. We've always worked on being cost-efficient, on being cost-effective. It's a question of changing the way and improving the way we are preparing our menus. This movement towards veganism and vegetarianism involves that we prepare our menus to remain competitive, to remain cost-effective. A plant-based menu is not any more costly than a meat-based menu, but the pricing dynamics that we will need to navigate to remain cost-effective. When you source your products locally, when you buy your products directly from local farmers, basically you do away with a number of intermediaries, which have a tendency to pile up margin levels.

This makes a good business sense to source products locally. We are convinced that the efforts we've made towards a food transition are meaningful, are relevant, as they are good for the planet, and they make good business sense for the group.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you so much, Denis. Question number four now.

Speaker 13

Hello, everyone. I won't dwell too much on the profitability of the company. The performance seems to be on track and performance seems to be here, so I don't want to split hair here. I have an observation to make. I can see that our founding chairman looks better than I feared he would be. You've been persisting with this family tradition of being humble. A few years ago, Siân, your CFO, was awarded the award of the best CFO of the year, and Pierre Bellon did not mention it at the time. This year, you got an award on the occasion of Paris Europlace, and Sodexo was awarded the best company filing the best CSR report.

It would have been desirable that you publicize this, if only to tip your hats off to all those who contributed to obtaining this award, because there were three runners up to obtain this award, and it's a great achievement.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Dear sir, thank you so much for thanking us. Thank you for reminding us that we are a company that is modest. Being humble is one of the qualities of Sodexo's leader. Yes, perhaps sometimes we are a bit too modest, a bit too humble. Certainly, we have been awarded many prizes this year. In the future, we will certainly make sure that we boast about all the prizes that we have been awarded in different areas, whether it's in terms of diversity or corporate social responsibility, or in the area of finance. Thank you, truly, thank you so much for calling attention to our humbleness. We will certainly endeavor to communicate in a more concise and transparent manner on any awards we receive next year. Thank you for your suggestion. Do we have another question?

Olivier Schneider
Shareholder, Sodexo Shareholders Club

My name is Olivier Schneider. I'm a member of the Sodexo Shareholders Club. I've been a shareholder with Sodexo ever since the company was listed on the Paris Stock Exchange. I have a comment. I'm surprised that board members, I'm not talking about the family board members, I'm not talking about Mr. Machuel, I'm not talking about the two board members who were just appointed. I'm talking about the other board members. I'm surprised that they only hold very few shares of the company. Don't you believe that they should be encouraged to buy more shares of the company? Maybe that a rule should be set with a minimum number of shares. It's not normal that they should only have 200-400 shares.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

In fact, we did set a minimum threshold, and that's 400 shares. The problem that we encountered this year is that we worked on a project, confidential project. As such, for a certain period of time, the directors had to avoid insider trading, and as such, they were not allowed, they're not authorized to purchase any company shares. For incoming directors or Sophie Stabile or others who are going to begin their terms of office this year, well, that period has now ended, they will have more opportunities to acquire company shares. That's the reason why shares were not acquired. Thank you so much for your comment. As of today, there is a minimum threshold of 400 shares that must be acquired by all new directors.

Denis Machuel
CEO, Sodexo

Let me here add that they were in a situation of insiders and not of insiders dealing. There was no risk of insiders dealing.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Right. They wanted to avoid having insider trading. They were insiders, and they could not purchase shares or lest they be accused of doing insider trading. [Foreign language] question? Is there another question? Numéro deux. Number two. Jean-Pierre Emeriau.

Jean-Pierre Emeriau
Shareholder, Sodexo

My name is Jean-Pierre Emeriau. I've been a shareholder almost from the beginnings of the company. When you reported your quarterly results a few days ago, the markets were not very satisfied, and the stock price went down some 7% during the day and recovered a tiny bit. If I understand things well, it seems that the 4% growth announcement includes two one-offs which won't be persisting. That is the Rugby World Cup and the Olympics in Japan in July, which means that the fiscal 2020, which already is well engaged in. What about the organic growth that you are banking in 2021, which will be a lean year as there won't be such major sporting events? I understood that you wanted to schedule organic growth, but I found your organic growth target quite modest.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Well, we never released our forecast for the upcoming year. We do a forecast for the end of the fiscal year, but we do not provide forecast projections for the upcoming year. I am going to hand the floor to Denis, who spoke recently with investors on the publication of the Q1 results, and so he will be better placed to answer that question.

Denis Machuel
CEO, Sodexo

Well, it's never very pleasant to see your stock take a plunge after the earnings report. We had gone up 2.5% the day before. We had our stock collapse even more. As Sophie said, we don't make any forecast for fiscal 2021. Fiscal 2020, we mentioned that the major events will account for 100 basis points. 2020 will have 3% organic growth, not including one-off events. The momentum we are generating today, as I told you earlier, was to focus on contract retention, large contract retention. The first quarter, I announced that the healthcare and education segment in the U.S. was not totally up to par, if I may say. There's still a degree of uncertainty with respect to renewing some contracts, and this generated some form of disappointment, I believe.

We have maintained our yearly guidance, and I remain confident that we'll be able to deliver our targets for the year. Of course, the year-end momentum will determine whether we post a fine performance in 2021. For the last two years, we've paid much attention to issuing guidance which we could deliver.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you so much, Denis. Is there another question from the audience? Apparently, there are no more questions. If there are no more questions, and of course, you can come and chat with us during the cocktail hour, but if you do not have any further questions, I suggest that we move on to the vote of the resolutions. We're going to run through this pretty quickly because Cindy gave you a detailed description of the resolutions. We're going to vote, and we're going to try to move through this as quickly as possible and as effectively as possible. Thank you, Sophie. Before voting on the resolutions, we are going to show you a brief video explaining how your tablet works for the electronic voting.

Speaker 14

[ Foreign language]

Cindy Cario
Secretary of the Board of Directors, Sodexo

I would like to point out that the attendance sheet definitively finalized shows that 1,750 shareholders present, represented, or having voted by post, hold a total of 120,284,957 shares out of the 145,721,343 shares with voting rights. That is a final quorum of 83.23%. As mentioned at the start of the meeting, under the simplification law, the voting procedures of the AGM have evolved. From now on, the majority of votes will be calculated according to the votes cast, from which abstentions are excluded. On the other hand, abstentions will be taken into account for the calculation of the quorum. We can thus proceed to vote on the resolutions, the full text of which can be found on pages 277 to 293 of the Universal Registration Document, which was made available to shareholders at the entrance to this room and online at sodexo.com.

We will only show you a summary of the resolution on the screen. Ordinary business. First resolution: adoption of the individual company financial statements of Sodexo S.A. for fiscal 2019 ending August 31, 2019. I open the vote. The vote is closed. This resolution is adopted with 99.98% of votes. Second resolution: adoption of the consolidated financial statements for fiscal year 2018-2019, ended August 31, 2019. I open the vote. The vote is closed. This resolution is adopted with 99.96% of votes. Third resolution: appropriation of net income for fiscal 2018-2019, and determination of the dividend at EUR 2.90 per share. I open the vote. The vote is closed. This resolution is adopted with 99.99% of votes. Fourth resolution: appointment of Véronique Laury as director for a period of three years. I open the vote. The vote is closed. This resolution is adopted with 99.96% of votes.

Fifth resolution: appointment of Luc Messier as director for a three-year term. The vote is open. The vote is closed. This resolution is adopted with 99.80% of votes. Sixth resolution: renewal of Sophie Stabile's term of office as a director for a three-year term. I open the vote. The vote is closed. This resolution is adopted with 97.08% of votes. Seventh resolution: renewal of the appointment of director of Cécile Tendeau de Marsac for a three-year term. I open the vote. The vote is closed. This resolution is adopted with 95.70% of votes. Eighth resolution: approval of the components of the compensation paid or awarded for fiscal 2019 to Sophie Bellon, Chairwoman of the Board of Directors. I open the vote. Vote is closed. This resolution is adopted with 99.21% of votes.

Ninth resolution: approval of the components of the compensation paid or awarded for fiscal 2019 to Denis Machuel, Chief Executive Officer. I open the vote. The vote is closed. This resolution is adopted with 99.30% of votes. 10th resolution: approval of the compensation policy for the Chairman of the Board of Directors. I open the vote. The vote is closed. This resolution is adopted with 99.21% of votes. 11th resolution: approval of the Chief Executive Officer's compensation policy. I open the vote. The vote is closed. This resolution is adopted with 99.33% of votes. 12th resolution: approval of a regulated commitment made in favor of the CEO, Denis Machuel, relating to the new supplemental pension plan. I open the vote. The vote is closed. This resolution is adopted with 85.09% of votes. 13th resolution: authorization for the Board of Directors to purchase shares of the company. I open the vote.

The vote is closed. This resolution is adopted with 99.72% of votes. Extraordinary business. 14th resolution, removal of Article Six of the bylaws relating to contributions. I open the vote. The vote is closed. This resolution is adopted with 99.80% of votes. 15th resolution, amendment of Article 9-4 of the bylaws relating to disclosure thresholds for ownership interest. I open the vote. The vote is closed. This resolution is adopted with 72.62% of votes. 16th resolution, amendment of Article 11-4 of the bylaws in order to comply with the new legal requirements regarding the appointment of directors representing employees. I open the vote. The vote is closed. This resolution is adopted with 99.96% of votes. 17th resolution, amendment of Article 12 of the bylaws in order to enable the board of directors to take decisions by way of written consultation as permitted by the applicable laws and regulations.

I open the vote. The vote is closed. This resolution is adopted with 99.95% of votes. 18th resolution, amendment of Article 15 of the bylaws in order to remove the obligation to appoint a deputy statutory auditor. I open the vote. The vote is closed. This resolution is adopted with 99.79% of votes. 19th resolution, amendment of Article 18 of the bylaws relating to the appropriation and distribution of net income in order to remove the transitional provisions concerning the introduction in 2011 of a dividend premium. I open the vote. The vote is closed. This resolution is adopted with 99.95% of votes. 20th resolution, delegation of powers to the board of directors to increase the company's share capital by issuing with preferential subscription rights. I open the vote. The vote is closed. This resolution is adopted with 99.70% of votes.

21st resolution, delegation of powers to the Board of Directors to increase the company's share capital by capitalizing premiums, reserves, or profits. I open the vote. The vote is closed. This resolution is adopted with 99.74% of votes. 22nd resolution, excuse me, a delegation power to the Board of Directors to increase the company's share capital by issuing ordinary shares and/or securities carrying immediate or deferred rights to the company's capital reserved for members of employees' share purchase plans without preferential rights. I open the vote. The vote is closed. This resolution is adopted with 99.94% of the votes. 23rd resolution, authorization to the Board of Directors in order to reduce the share capital by canceling treasury shares. I open the vote. The vote is closed. This resolution is adopted with 99.98% of the votes. Ordinary business. 24th resolution, power to carry out formalities. I open the vote.

The vote is closed. This resolution is adopted with 99.99% of votes. Thanks for your attention. I now give the floor to Sophie Bellon.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you so much, everybody. Thank you, Cindy. Ladies and gentlemen, I would like to thank you for your trust, the trust that you have given to your board through your votes. We have completed the agenda. I now declare this session over. Thank you so much for attending this general assembly. Please join us for a cocktail party that has been prepared by Lenôtre Catering Company, they are going to give us an offering that's fresh and that respect our commitments in terms of recycling and food waste. I'd also like to invite you to enjoy this cocktail so that you can meet the Stop Hunger teams, the foundation that was created in 1996 by Sodexo employees in the United States.

Stop Hunger works with over 70 countries in order to help build a world free of hunger, and their teams are here today to talk about their actions. This is Stop Hunger, ladies and gentlemen. Thank you