Sodexo S.A. (EPA:SW)
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May 13, 2026, 5:35 PM CET
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AGM 2023

Dec 15, 2023

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

With us, also the audit firms, EY Audit and KPMG, both represented by Mr. Aymeric de La Morandière from EY Audit, will share their reports with us during this meeting. I will now hand the floor over to Florence Negrel-Biecheler, the meeting secretary, who will present the agenda.

Florence Negrel-Biecheler
Secretary of the Board of Directors, Sodexo

Thank you, Sophie. Hello, everyone. I'm delighted to be with you and serve as secretary for this meeting. First of all, I would like to remind you that this shareholders' meeting will be held in French and that simultaneous translation service in English is available. As usual, this meeting is also accessible to the deaf or hard of hearing, thanks to sign language interpreters. I also remind you that this meeting is being broadcast live from our website, i.e., www.sodexo.com, and will also be available for replay in the coming days. I inform you that the number of shares mentioned on the attendance sheet in the name of the shareholders present, represented, or having voted by correspondence, amount to 125,428,638 shares, i.e., 95.6% of the shares bearing voting rights.

The legal quorum being 36,594,093 shares, the shareholders' meeting can validly deliberate. If latecomers come to attend the meeting before 4:15PM, this provisional quorum will be modified, and the final quorum will be taken into account when voting on the resolutions. I have before me all the documents which attest to the regularity of the convening and deliberation of this meeting, and the documents that must be made available or communicated to shareholders have been made so under the legal terms and deadline. Please also be informed that a bailiff is present here. The agenda of the shareholders' meeting, as well as the draft resolutions, were presented in the preliminary notice of meeting, published on the 3rd of November 2023, in the French Legal Gazette, BALO.

The final notice of meeting was published in the Legal Gazette and in the Journal of Legal Announcements on the 27th of November 2021. Following the publication of the preliminary notice of meeting, no request for the inclusion of points or draft resolutions on the agenda has been submitted by the shareholders. As usual, in the interest of the debates, we propose that you exempt the chairwoman from the exhaustive reading of the board of directors report. The full report can be found in the fiscal 2023 Universal Registration Document, which is available on our company's website, and its main items will be presented to you during this shareholders' meeting. I now give the floor to Sophie Bellon, Chairwoman of the Board of Directors.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Dear shareholders, dear board members, dear employees of Sodexo, and dear friends. This year, we made great strides in our ambition to become the leader in sustainable food and valued experiences. This progress is reflected in our results. For Sodexo, 2023 was a year of strong, profitable, and responsible growth. We exceeded our guidance. Our revenue hit EUR 23.7 billion, with an organic growth of 11.6% compared to the previous year. Our underlying operating profit margin jumped by 60 basis points to 5.6%. I'm particularly proud of our 95.2% client retention rate, a record figure that shows the satisfaction levels among those we serve. Also, development reached 7%, while net new business signed during the year hit 2.2%.

Marc will run through our economic performance in a moment, but I wanted to start by emphasizing these figures. They point to the extraordinary work... development rate in 2023. Streamlining our organization and transferring P&L management to a local level in fiscal 2023 has ensured that we regained agility and speed in execution. Our team's full focus on business fundamentals, such as client retention, commercial development, operational excellence, and consumer satisfaction, has paved the way for us to achieve solid results. In 2023, we also made progress in executing our 2025 strategic plan, which we unveiled a year ago. We've accelerated the transformation of our food services. We are actively and systematically deploying our leading business brands, particularly Modern Recipe, The Good Eating Company, and Kitchen Works. They're designed to align us as closely as possible to specific consumer needs.

I'd like to invite you to watch a short video that will give you a glimpse of the inherent quality of these brands, all of which integrate stringent sustainability criteria . Thank you. To accelerate our transformation, we are also continuing to roll out our advanced models to offer multi-channel hybrid food services available anywhere and at any time of day. As an example, we acquired AH Management with a view to expanding our InReach offer across North America's booming convenience market. These advanced models are targeted to account for 10% of food services revenues by 2025, with a positive impact on profitability. We are also developing new decentralized production models, particularly in France, Chile, the United States, and India. We are continuing to grow our facilities management services, a potential market of EUR 380 billion, which is both promising and highly fragmented.

We've taken a more selective approach to driving growth, targeting services that support our clients' operational effectiveness and contribute to shaping valued experiences for consumers. Of course, we are proactively working to strengthen our impact as market maker in sustainability. This is our second strategic pillar, which lies at the heart of our ambition of being world leader in sustainable food and valued experiences. We will continue to be pioneers in the field to make even bolder and ever bolder commitments to deliver them also at scale globally. On this most important topic, I would like to take a moment to mention our sustainability performance for fiscal 2023, as well as our climate strategy. Our corporate responsibility commitment has been embedded in Sodexo's DNA since the company was created in 1966. It translates into an integrated approach that encompasses both people and the planet.

I'll let the images do the talking for me to start off with.

Speaker 12

At Sodexo, our ambition is to be the global leader in sustainable food and valued experiences. CSR has always been central to our approach and our mission, ever since our creation in 1966. Since the beginning, we have been a pioneer in sustainability. In the 1990s, in the United States, our employees created Stop Hunger, to provide people in need with food aid. At the start of the 2000s, we joined the United Nations Global Compact and conducted our first global employee engagement survey. In 2007, we were one of the first French companies to appoint a global chief diversity officer, reporting directly to the group CEO. 2009, we reached a new milestone by implementing our ambitious CSR roadmap, the Better Tomorrow Plan.

The following year, we started our collaboration with WWF, followed by numerous other partnerships to get our entire ecosystem engaged alongside us. In 2015, our first internal gender balance study confirmed the positive link between gender balance and both financial and non-financial performance. 2019, Sodexo was one of the first companies to have its carbon emissions reduction target approved by the Science-Based Targets Initiative, SBTi. Today, we are using these solid foundations to speed things up and go even further. For our employees, because working at Sodexo is more than a job, we use a powerful employer promise: belong, act, thrive. And because we are trailblazers in our sector, we launched Vita in 2023, our global employee benefits program, which will be deployed in at least 60% of the countries where we operate by the end of 2024.

All the while continuing to promote a zero-accident health and safety mindset and defending diversity, equity, and inclusion across and beyond our company. For the planet? Well, we are the first company in our sector to have committed to achieving Net Zero by 2040, a target recently approved by the SBTi. To achieve this, we are applying four key levers. First, our products, by working closely with our suppliers on reducing the impact that the supply chain has on biodiversity and developing local sourcing. Then, cooking, so that 70% of our meals are low carbon by 2030. Then, our energy consumption, to have 100% renewable electricity in our direct operations by 2025. Finally, waste, by aiming for 50% food waste reduction by 2025, thanks to our Waste Watch program.

Today, these CSR commitments are a reality in the countries in which we operate. For our employees... Their safety, their development- ... and their engagement. For society as a whole, but also for the planet, thanks to progress being made in reaching our various targets toward net zero in terms of emissions, investment in SMEs, investment in renewable electricity, and reduction in food waste. We are not stopping there.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Well, thank you. Thank you. Well done to all of our teams out there working hard every day. Well, the video already said a lot. We've gone through quite a piece of history there. It's part of our DNA, but we want to go even further. So the video said a lot, but I'd like to elaborate on certain aspects of our commitments, starting with our ambitions regarding human development, including how we support our own employees. As you know, we are the largest France-based private employer globally.

Without our 430,000 employees and the work they carry out day after day, nothing would be possible. Our team's engagement is therefore a matter of immense importance for us. This is why we set ourselves an objective to reach 80% engagement globally by 2025, and this year, our team's engagement has reached an all-time high at 82.5%, up 4.2 points compared to the last survey conducted in 2021. I am particularly proud of this. It's important for us to support our employees as best we can.

We're committed to supporting our employees as best we possibly can, which is why this year we launched our Vita by Sodexo program, which sets common standards on three benefits in all the countries where Sodexo operates: a life insurance benefit, an assistance phone line, and parental and care leave. That's for all of our employees in all the countries we operate in. So our objective is to roll out this program in 60% of our countries by the end of 2024, and we're the very first global group in our industry to make a commitment on this scale. In terms of health and safety in the workplace, which is also a major focus of ours, we're continuing to draw ever closer to our zero-accident target, hitting the lowest Lost Time Injury Rate ever achieved in our history.

It's at 0.55 now, so we must sustain this good momentum and keep up our efforts. Never slacken in our efforts on health and safety. And, of course, we take action for the planet, too. This year, our global climate ambition was validated by the Science-Based Target Initiative, and we've continued to progress on our carbon emissions reduction trajectory with a 5.4% drop compared to the previous year. The overall reduction in emissions is at -20.7% compared to 2017, and this falls in line with the 1.5 degrees centigrade trajectory. As you saw in the film, we're working to reduce emissions across our entire value chain. Among other things, we've set ourselves the goal of having 70% of our main dishes labeled low carbon by 2030.

We're also picking up the pace in tackling food waste. Waste Watch, our dedicated Waste Watch program, has now been rolled out across 57% of our food service sites. By 2025, the program will be rolled out across 85% of our food service sites, ensuring we meet our goal of halving food waste. We implement the strong commitments that we've made regarding biodiversity in close partnership with our suppliers and in line with our rigorous approach to responsible procurement, on which we are pretty demanding. Now, in 2023, we also made game-changing progress in our third strategic pillar. That is accelerating profitable growth in our benefits and rewards services. Last April, we announced a project to spin off and list this business activity, which was renamed Pluxee last June.

The operation sets out to create two leading pure players in high-growth markets while giving the two companies a clear position on their respective markets with a more targeted strategy and dedicated resources to equip both with the means needed to reach their full potential. This is a milestone moment in our group's history. I'd like to extend my warmest thanks to the teams whose tireless efforts have meant the spin-off plans have moved forward at pace over the past few months. The listing is expected to take place early 2024 on Euronext Paris. Existing double voting rights of Sodexo shareholders will be maintained at Pluxee, which will be legally registered in the Netherlands. This will allow the Bellon family to continue to play a long-term controlling shareholder role in Pluxee. Tax residency will remain in France.

We just announced the composition of Pluxee's board of directors earlier this week. I imagine you've seen that. The proposed full spin-off will be put to a shareholder vote during a dedicated shareholders' meeting to be held early 2024. Pluxee plans to hold a capital markets day shortly before the shareholders' meeting, to present its strategic plan and the next development stages. The fiscal 2024 and midterm guidance will be provided on this occasion. I will now hand you over to Marc, who will walk you through the finer detail of the group's fiscal 2023 results. Thank you.

Marc Rolland
Group CFO, Sodexo

Thank you, Sophie. Ladies and gentlemen, dear shareholders, good morning. I'm delighted to be here with you this afternoon to share our good results for the 2023 fiscal year. As Sophie previously reported, the financial performance of the group, comprising Sodexo on-site activities and Pluxee, exceeded our targets, with organic growth of 11.6% and an improved operating margin of 60 basis points. In both divisions, growth was strong and operating margins improved. Organic growth for Sodexo on-site activities was 11% for an operating margin of 4.3%, up 30 basis points. For Pluxee, organic growth was 26.9%, and the operating margin reached 33.1%, up 450 basis points.

As the Pluxee spin-off is closed, Pluxee has been classified as a discontinued operation in the group's financial statements for 2023, in accordance with IFRS 5. Pluxee's contribution to net profit is therefore shown on a separate line with it, net profit. I will therefore give you an overview of the fiscal 2023 performance of Sodexo, excluding Pluxee. The new post-spin-off Sodexo organic revenue growth for the year was 11%, with double-digit underlying growth, i.e., excluding non-recurring items, in each of the three zones. This momentum is being driven, in particular, by employees and students who continue to return to their workplace post-COVID. Strong activity for Sodexo Live, in terms of number of visitors and average spend, inflation-linked price adjustments, and a surge in new business reflecting strong sales momentum.

North America had an excellent year, with a 13.9 growth, which was driven by the post-COVID recovery, with the effect of new contracts and price increases. All segments contributed to this positive momentum, sorry. In Europe, growth was 7.5%, or 10.6% if we exclude the impact of the end of the testing centers contracts last year. This growth was driven by record tourism in France in the fourth quarter. The return to work also supported this growth, despite the negative effect in Q3 of strikes in France and public holidays in France and the U.K. In the rest of the world, organic growth was robust at 11.5%, reaching 14.6% without an accounting change, which was linked to revenue recognition in project works.

Performance has been boosted through favorable price negotiations, new openings in Latin America, and a solid performance in India and Southeast Asia, particularly in technology. Sodexo's operating margin, excluding Pluxee, increased by 30 basis points to reach 4.3%, only 10 basis points below that of 2019, and this despite strong pressure on margins due to the inflationary environment, which was experienced throughout the year. This improvement was driven by volume leverage, especially in North America, combined with rigorous inflation management. Optimizing our supply chains has also helped to support margins, notably with the strong growth of Entegra, our subsidiary, which specializes in purchasing for third-party customers.

Head Office costs have also dropped in millions of euros and as a percentage, as we have moved from an organization based on global segments to geographical governance mechanisms with simplified processes and better allocation of means and resources, which is closer to the ground and more disciplined. The 20 basis point drop in margins in Europe is a one-off, and results from transitioning inflationary pressures, with price adjustments lagging behind commodity inflation in public contracts in France, in Italy, and in Belgium. In addition, the testing centers contract, which expired in the third quarter of 2022, made a very positive contribution last year. Group net income, i.e., the combination of net income from Sodexo's continuing operations and income from Pluxee, a discontinued operation, increased by 14% to reach EUR 794 million.

Net profit, adjusted for exceptional items, such as restructuring costs or costs related to M&A and spin-offs, called the so-called underlying net profit, increased sharply by 30% to reach EUR 908 million. It is on this basis that the dividend proposal by your board is calculated at EUR 3.1 per share, an increase of 29% compared to the previous year. It should be noted that net income for fiscal 2024 will be impacted by a provision of EUR 127 million at Pluxee level in other operating income and expenses, following the confirmation by the French Court of Appeal of the decision handed down by the French Competition Authority concerning meal vouchers in the French market. This provision will have no impact on Sodexo's adjusted net income from continuing operations, on which the dividend payout policy will be based.

We would remind you that the fine payment was finalized one year ago. Pluxee is still firmly disputing this decision and has decided to appeal to the French Court of Cassation. Cash generated by operations for the group was EUR 812 million, compared with EUR 631 million for fiscal 2022, i.e., up 22%, thanks to the improved cash flow linked to the increase in operating profit. And despite gross operating investments, up 30% at Sodexo and up 46% at Pluxee, as designed to support development and retention objectives. The group's net debt, including Pluxee, was EUR 1.1 billion at the end of the financial year. The net debt to EBITDA ratio was 0.7x , well below the target range of 1x-2x .

Excluding Pluxee operation, which has a net cash position of EUR 1.8 billion, and after taking into account the allocation of debt to Pluxee, Sodexo's net debt, excluding Pluxee, was EUR 2.9 billion, and the net debt to EBITDA ratio was 2.4x . Our aim is to bring this ratio close to 2x within 12-18 months of the spin-off, and in the medium term, to return to the 1x-2x range. Our capital allocation strategy for Sodexo, excluding Pluxee, is as follows: We'll maintain our policy of paying out dividend of 50% of adjusted net profit. Our gross capital expenditure last year represented 2.3% of sales. We will continue to invest at a rate of 2.5% of revenues at our clients and in new technology to support sustainable growth.

We will continue our disciplined external growth policy with targeted acquisitions in line with our strategy, worth around EUR 300 million a year. Our objective is to maintain a BBB+ credit rating. Finally, I would like to mention the share price performance since the start of fiscal 2023. Since January 1, 2023, Sodexo stock price increased by 11%, performance slightly lower than that of the French CAC 40, which gained 16% over the period. Over the last three years, Sodexo stock price increased by 38%, compared with 36% for the French CAC 40. The share's long-term stock market performance remains very strong. Since its quotation in 1993, Sodexo's share price was increased 65-fold, significantly outperforming the Paris stock market's flagship index. Thank you for your attention.

Florence Negrel-Biecheler
Secretary of the Board of Directors, Sodexo

I'll now hand over to Sophie to talk about your group's strategy and outlook.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Ladies and gentlemen, let's now talk about the future. We are ready to take on 2024 with great confidence. This will be a pivotal year in terms of reaching our 2025 strategic plan objectives, and I know I can count on our group leadership team's full support. I would like to extend my sincere thanks to them for their unwavering dedication. Our operational context remains demanding. Of course, we will continue to manage inflation, pursue our client retention and new contract signings efforts, and remain particularly attentive to recruiting and developing talent.

But we have our solid performance to build on, and we'll be able to maintain our disciplined execution, therefore, of our 2025 strategic plan, accelerating the transformation of our food services and continuing to develop the facilities management services that help shape valued experiences, and also further bolstering our social, societal, and environmental commitments, supported by our three key enablers: investment in tech and data, commercial excellence, and our supply chain power. We therefore have ambitious objectives for Sodexo, excluding Pluxee, for fiscal 2024 and 2025. Organic revenue growth should be between +6% and +8% per annum, and underlying operating profit margin should continue to grow by 30-40 basis points per annum at constant rates. Furthermore, 2024 is set to be a particularly inspiring year for our teams.

With Sodexo Live being an official supporter for the Paris 2024 Olympic and Paralympic Games, it'll be providing up to 40,000 daily services to close to 15,000 competing athletes while handling food services for the general public across 14 competition venues. What makes us particularly proud of this partnership is that it is the result of our expertise, our recognized commitments to CSR, and our social and environmental values all in one. 2024 will also be the year we start work on our future ambition, with Sodexo as a pure player focused on its strategic priorities, clearly positioned on a very high potential market, and determined to be a top-tier name in sustainable food and valued experiences. I have a clear long-term vision for Sodexo and of the role that we intend to play in the world of tomorrow, both for people and the planet.

Our trademark human aspect, our social role, and of course, our expertise in healthy, sustainable food are all key to this vision. We have the means to act on issues, which are as pressing as the environmental crisis, demographic and health challenges, as well as social division and isolation. We have a responsibility to act in line with the mission that has been guiding us since 1966. We're convinced that the work our teams do day after day has a real impact, since we believe that it all starts with the everyday. I want to build upon this solid foundation to set out our next ambition. 2025 is just around the corner now.

The time has come for us to look beyond our current strategic plan and to dream big in order to position Sodexo as a leader that differentiates itself through its impact and its sense of responsibility in our industry and beyond. Here's what it could look like.

Speaker 12

Welcome. Today, we're going to witness the joy of getting together, the pleasure of experiencing good moments and meals that taste great, that are good for people and good for the planet, because food is way more than what we eat. As a market maker in sustainability, Sodexo has a great responsibility. The great task of transformation is therefore open, rethinking the way we operate everywhere, in every place, from farm to fork.

... Yeah. Peppers.

Hi, Chef.

Hi. Good morning.

What's on the menu today?

I am preparing a vegetarian dish with some creamy polenta with almond milk, some crispy chickpeas. Then we will roast some red bell peppers and make a sauce from spinach.

Yum! How about you?

I will propose you a thyme roasted carrots with beluga lentils, served with a charred chicken. So make the good balance with the diet and recipes.

Fantastic. Great!

Yeah.

Let's see what it looks like.

See you.

Bye. We are here to promote local sourcing and sustainable agricultural practices, to design low-carbon recipes for our consumers, to reduce energy consumption, to accelerate the fight against food waste. Sodexo is shaping a gradual and profound transformation to happen in every country where it operates. And just in time, our guests are arriving. Come in, come in. Help yourselves. Look around me. These are all our stakeholders, our employees, and our clients, of course, but also our suppliers and our guests, all our partners. Why? For a simple reason: to transform Sodexo, we need our entire ecosystem working with us, getting everyone on board. This is Sodexo's ambition: be the leader in sustainable food and valued experiences, with the goal of reaching net zero carbon emissions globally by 2040.[Foreign language] !

This is the promise of pleasant and tasteful experiences, strengthening cultural and social ties made of respect for people and for the environment. Celebrating the joy of being together with this pride in the way we do our job, to create valued experiences, to provide delicious food, which draws a sustainable and desirable future. This moment will now have to be replicated millions of times all together. So how are you enjoying your meal?

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you! Some people have recognized themselves in the video. Perhaps we have Sodexo employees, their children, their parents, grandparents. It was very nice. Shooting this video was a great experience, and the chefs are not actors. They are indeed chefs in the everyday, out in the field. So let's now take a closer look, if you don't mind, at our corporate governance. I'd like to take this opportunity to sincerely thank the members of the board of directors for their confidence and the quality of our discussions throughout this year, over the course of which we implemented a series of strategic decisions that will prove decisive for Sodexo's future. Let's start with a short video on our corporate governance. Thank you.

Speaker 12

Sodexo's board of directors is chaired by Sophie Bellon. There are 12 directors, six of which are independent directors and two are representing the employees. The independence rate of the board is 60%. The board reflects the group values in many ways. Indeed, at the end of fiscal 2023, the board has six women and six men directors out of 12 members, in line with the best market practice. The international profile of the board of directors reflects the company's global footprint, with four nationalities being represented. Directors are chosen for their ability to act in the interest of all shareholders and for their expertise, experience, and knowledge of the strategic challengers in the markets in which the group operates.

Sodexo's board of directors can thus draw on the varied and complementary expertise of its members, including the likes of executive management of international companies, finance, sustainable development, societal commitment and human resources, innovation and digital, marketing and sales, strategy and merger and acquisition, as well as their overall knowledge of the services industry. In fiscal 2023, the board met nine times with an attendance rate of 95%. This year, the board worked on the following topics: corporate governance, and more specifically, the selection and reappointment of directors, the reappointment of Sophie Bellon as Chairwoman and Chief Executive Officer, provided that the directorship is renewed, the formal assessment of the board's and committees' operating procedures, and the development of Pluxee's governance mechanisms, and the selection of the executive officers and in pa...

Compensation, and in particular, the review of the compensation policy for the chairwoman and CEO, the review of the group's long-term compensation policy, the impact of the proposed spin-off on the group's compensation policies, and the review of gender pay equality. The group's business and its strategy, in particular, the in-depth review of the group's various operations, the update on client development and retention, new food models, brands and offerings, the proposed spin-off of Pluxee, review of the CSR plan and climate issues, financial statements and management. In particular, this year, the review of the preparation of Capital Markets Day, regular discussions on the management of the impact on inflation, financing of Sodexo and Pluxee.

During fiscal 2023, Luc Messier, as lead independent director, has organized an executive session, has led the external formalized assessment of the operating procedures of the board of directors and its committees, has been consulted for the development of the training plan for directors in both governance and corporate responsibility. In making decisions, the board relies on the preparation, advice, and recommendation of its three committees, which are chaired each by independent directors. The Audit Committee is chaired by Jean-Baptiste Chasseloup de Chatillon. It has five members, including one female director representing the employees. 75% of its members are independent. This committee has met six times during the year, with an attendance rate of 93%.

During fiscal 2023, in addition to the review of the financial statements, the committee notably reviewed the group's financing, the risk metrics, non-financial reporting obligations, the review of the independence of the statutory auditors. The Nominating Committee is chaired by Cécile Tandeau de Marsac. It has five members, of which 60% are independent. The committee has met seven times during the year with an attendance rate of 100%. During fiscal 2023, this committee focused in particular on renewing the term of office of Sophie Bellon and the assessment of the operating procedures of the board of directors and the board committees. The Compensation Committee is also chaired by Cécile Tandeau de Marsac. It has four members, including one director representing employees. 100% of its members are independent.

It has met seven times during the year with an attendance rate of 96%. During fiscal 2023, committee notably reviewed a compensation policy for the chairwoman and CEO within the context of her reappointment and reviewed the restricted and performance share plans. During this annual shareholders meeting, shareholders in meeting are invited to reappoint Sophie Bellon, Nathalie Bellon-Szabo, and Federico González Tejera as directors for another three-year term. In addition, the term of office of Françoise Brugière expires at the close of the shareholders' meeting, and Cathy Martin, director representing the employees, will be renewed for a three-year term. The shareholders are invited to appoint Gilles Pélisson as a new board member for a three-year term.

Florence Negrel-Biecheler
Secretary of the Board of Directors, Sodexo

At the close of this meeting, and subject to the approval of these resolutions by the shareholders, the board of directors will remain composed of 12 members from 4 nationalities, out of which there will be 6 independent directors, 5 women, and 2 directors representing the employees. In addition, François-Xavier Bellon and Jean-Baptiste Chasseloup de Chatillon will become members of the Compensation Committee. Gilles Pélisson will join the Nominating Committee and will succeed Cécile Tandeau de Marsac as chairman of this committee. All of this information on corporate governance can be found in a Universal Registration Document, which is available on the Sodexo.com website.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you. As you've just seen, the renewals of Federico González Tejera, as an independent director, and of Nathalie Bellon-Szabo and myself, are proposed to the vote today, as is Gilles Pélisson's candidacy. On behalf of the board, I would like to extend my warmest thanks to Françoise Brugière, whose term is coming to an end. Françoise has been actively engaged in the board's discussions and decisions for nearly 12 years now. She's been a major contributor to the Nominating Committee, which she chaired from January 2017 to March 2019, and to the Compensation Committee, of which she's been a member since 2018. Françoise has been invaluable in supporting the board's work, particularly through her technical and business flair, her forward-thinking approach, and her unique perspective. I'm extremely grateful to her.

Dear everybody, I suggest that we continue our shareholders' meeting by inviting Luc Messier, independent lead director, to come on stage to present to you an overview of his activity during fiscal 2023.

Luc Messier
Independent Lead Director, Sodexo

Madam Chair, ladies and gentlemen, shareholders, board members, employees of Sodexo, it is with great pleasure that I present myself today as part of my duties as independent lead director, to share with you my activity report for fiscal 2023. As you know, I was appointed as an independent lead director on the first of March, 2022. I'm a member of the audit committee, and I also serve on the nominating committee. I attend as a permanent guest to the sessions of the Compensation Committee, which is the sole committee of which I'm not a member. I've been organizing and conducting the executive sessions, the meetings of the board of directors, which are held without the presence of the management.

During fiscal 2023, I coordinated the external formalized assessment of the work of the board of directors and its committees, and I've monitored the actions resulting from the previous assessment. I contributed to the development of the training plan for directors, and I regularly spoke jointly with the chair that a climate training was organized. I regularly discussed with all the members of your board and have contributed to the preparation of the annual program and the agendas for the board meetings. This year again, the activity of the board of directors has been especially rich, and I would like really to commend and recognize the commitment of each of our directors and really the collective intelligence that has been driving them.

Within the context of the proposed renewal of the term of office of Sophie Bellon, I will be honored to continue to serve as a lead independent director. I thank you for your attention, and I hand over again to Sophie Bellon.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you very much, Luc. As I said previously, the appointment of Gilles Pélisson as an independent director is now being proposed to you. Here's a short video in which he introduces himself to you.

Speaker 12

[Foreign language]

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you! I would like to ask Gilles, who is here with us today, to kindly stand up. Thank you, Gilles. Thank you, Gilles. He's with us here in person, in the room . Thank you, Gilles. So, dear shareholders, as usual, I also wanted to present to you the work of the Compensation Committee today. And Cécile Tandeau de Marsac, who is the Chairwoman of the Compensation Committee, will now join us and present you a summary of the committee's activity.

Cécile Tandeau de Marsac
Chairwoman of the Compensation Committee, Sodexo

Good afternoon, everybody. I'm pleased to see you again to present the work of the Compensation Committee .

And this year, five resolutions related to the compensation of the cooperate offices and directors are submitted to you for approval. . Sodexo's compensation policies for corporate officers and directors are stable. This is why I'll briefly remind you of their components and will underline the changes that are proposed to you. [Foreign Language] . The compensation for fiscal 2023 was composed of a fixed and a variable compensation, a long-term compensation, and benefits in kind. The fixed compensation amounted to EUR 900,000.

The variable compensation, which I will now present to you in detail in a minute, could represent 100% of the fixed compensation on achievement of targets, and could be stretched up to 150% in the case of outperformance of targets. Now, with respect to the variable compensation due for fiscal 2023, the achievement rate of the variable compensation is 107.4% of the fixed compensation. Now, very briefly, the slide here shows us that the group's strong financial performance has resulted in the outperformance of the targets of the following criteria .

All the details, of course, but you can see that the fine financial performance of the group were reflected in an exceeding of the targets of the following criteria: organic revenue growth, underlying operating profit margin, free cash flow, and growth in group net income. Now, the client retention rate that we talked about a little bit earlier on, was introduced this year as a key lever for sustainable and profitable growth. This reached a record 95.2%. You've seen the progress that we've made over the last few years. That [Foreign language] was 70 basis points higher than the previous year. At the board, however, we have set an even more ambitious objective.

Now, given the non-financial objectives et cetera, as we achieved a couple of criteria: talent management and the DJSI sector ranking. However, on the other hand, despite the 15% reduction in the lost time injury rate, the health and safety target was not achieved. [Foreign language] EUR 966,195. [Foreign language] , for the first time, the board of directors granted 24,000 performance shares to Sophie Bellon, in accordance with the fiscal 2023 compensation policy....

Bear in mind that when she was appointed Chairwoman and CEO on March 1, 2022, during the course of the fiscal year, Sophie Bellon did not benefit from a performance shares grant. As for the previous CEOs, she now benefits from a performance shares grant. The performance conditions of the plan, aligned with the 2025 strategic plan, are shown on the screen. 50% in terms of economic performance, 30% for the stock market performance, and 20% for CSR performance. The performance conditions are measured over the duration of the plan, that is three years. The valuation of the performance shares at grant amounted to EUR 1,784,516.

Now, if we look at the structure of the compensation for the chairwoman and CEO, for 2024, that is, a continuum, you can see it's, the structure is stable and in line with the 2023 compensation policy, and aims at a good balance between short- and long-term performance. I will just here describe the main changes for the coming fiscal year, if you don't mind. The annual variable compensation is now equal to 120% of the fixed compensation on the achievement of targets, and can be stretched up to 170% in the case of outperformance of targets. So 120%, up to 170% in the case of outperformance, as I said, of the targets.

Now, the board of directors decided not to increase the fixed compensation in order to favor compensation based on the group performance. Thus, the proportion of the compensation subject to performance is even more predominant than in the past. It represents 77% on full achievement of the targets. Among the non-financial performance targets, there are two criteria that evolve. First, the health and safety criterion, which is now being measured by two indicators: the Lost Time Injury Rate, like in the past, and also the near-miss ratio. Because if we monitor that metric, we discovered, by monitoring it, that we were able to bring down the accident ratio on the group.

So we want to focus our employees' attention on that indicator, on that metric, so as to make progress in terms of the number of accidents that take place, so the near-miss ratio is now taken into account. Now, the other thing that's changed is the sustainable development criterion. In the past, we measured it via our ranking in DJSI. This has been modified for the benefit of an internal indicator, directly linked to the group's commitments in terms of climate and the environmental performance. And within the board, we've selected the Waste Watch deployment indicator, expressing the percentage of the cost of raw materials. Now, Sophie's already talked about Waste Watch a little bit.

It's a tool that helps us to fight against food waste, which is a major, a challenge, a major issue for Sodexo, and it positions Sodexo as being a major player on that topic of reducing waste, food waste. Now, all the other compensation components are unchanged, and therefore, remain composed of the benefit of a supplemental pension scheme and the collective health and benefit plans, and a benefit-in-kind, which consists of a company car. Let's now look at the Sodexo directors' compensation. I'd like to remind you that the global envelope of compensation, which can be allocated each year to Sodexo directors, was set at EUR 1.2 million in 2023. We just proposed under the twelfth resolution today to increase the overall envelope to EUR 1.3 million. That is an increase of 8%.

This proposal is intended to take into account a couple of things: the potential evolution in the number and composition of the committees, and also the appointment of new directors. The rules of allocation of fixed and variable compensation for directors applicable in 2023 would be maintained. No change there. Finally, to round off my brief presentation, I'd like to thank all of the members of the Compensation Committee for their active participation and unwavering commitment during this year. I'd invite you also to consult the universal registration document for more information on the compensation of corporate officers and directors. Thank you for your attention.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you, Cécile. Dear shareholders, I suggest we now give the floor to our auditors, Aymeric de La Morandière, representing EY Audit and KPMG, who will present to you the statutory auditor's report.

Aymeric de La Morandière
Partner, EY Audit

Thank you, Madam Chair. Ladies and gentlemen, shareholders of Sodexo, good afternoon. In the name of the joint auditors, EY and KPMG, it is my pleasure today to report to you on our engagement and on the reports we've issued for the fiscal year ended 31st of August, 2023. We have issued several reports, and according to the usual practice, I suggest that I do not read out these reports in full, but instead that I give you a summary. Our reports on the consolidated and financial and annual financial statements have been made available for the purpose of this annual shareholders' meeting, and can be found respectively on pages 165-169, 193-196 of the universal registration document.

Our engagement is to obtain reasonable assurance about whether the financial statements are free of material misstatements, that they comply with the applicable standards, and that they give a true and fair view of the results for the year ended, of the assets and liabilities, and of the financial position of the group and the company at the end of the financial year. We conducted our audit in accordance with professional standards applicable in France, and at the end of our engagement, we have presented our findings to the group's financial management, to the audit committee, and to the board of directors of your company. In summary, we have issued an unqualified opinion on the consolidated and annual financial statements for the year ended on the thirty-first of August, 2023. Our reports on the annual and consolidated financial statements include the key audit matters.

For the consolidated financial statements, the key audit matters are as follows: measurement of the recoverable amount of goodwill, tax risks, and finally, the presentation of the benefits and rewards services operation, renamed Pluxee, as assets and liabilities intended to be distributed on the balance sheet and as a discontinued operation in the income statement in accordance with the IFRS 5 standard. For the annual financial statements, the key audit matter is the valuation of equity investments. A detailed description of the risks identified and our responses thereto can be found in our reports. Our reports on the financial statements also include our conclusion on some specific verifications, as required by legal and regulatory provisions of the information presented in the Board of Directors' management report, and in particular, in the section dedicated to corporate governance.

We have summarized the type and extent of the specific verifications in the table that you currently can see up on the screen. In summary, we have no matter to report as a result of these specific verifications. I now suggest we move on to our special report on related party agreements, which also can be found in the Universal Registration Document. No new related party agreement has been submitted to approval by the shareholders' meeting. Our report refers to the service agreement between your company and Bellon SA, which already has been approved by the shareholders' meeting during the previous shareholders' meeting held last year. The expense booked in the financial year, financial year amounted to EUR 4.7 million, excluding taxes.

Lastly, as part of the extraordinary part of your shareholders' meeting, we have issued four special reports on resolutions which are likely to have an impact on the share capital of your company. Our conclusions are as follows: On the 16th resolution, we have no matter to report on the conditions of the issuance of ordinary shares and/or of other securities with maintenance of the preferential subscription right. As the final condition under which the issue would be carried out are not yet being set, we do not express an opinion on them. On the 18th resolution, we have no matter to report on the information in the board of directors' report on the proposed authorization to grant restricted shares.

On the nineteenth resolution, we have no matter to report on the methods for determining the issuing price of the equity securities to be issued and which are reserved for members of employee share plans. As the final conditions under which the issue would be carried out have not been set yet, we do not express an opinion on them. On the twentieth resolution, we have no matter to report on the reasons for, and terms and conditions of, the proposed share capital reduction by cancellation of the shares being purchased. Ladies and gentlemen, shareholders of Sodexo, thank you for your attention, and I give the floor back to the chairwoman.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you. Thank you for your presentation. Now, dear shareholders, before we open the Q&A session, I suggest that Florence Negrel should present the resolution that we'll be submitting to you to vote upon in a short while. As she is the meeting secretary, she will present the resolutions to you.

Florence Negrel-Biecheler
Secretary of the Board of Directors, Sodexo

Thank you, Florence. Thank you. Ladies and gentlemen, the first two resolutions aim to approve the individual and consolidated financial statements of Sodexo for fiscal 2023, showing respectively a net profit of EUR 1,308,274,604 , and a consolidated net profit group share of EUR 794 million.

Through the third resolution, you are proposed to approve the appropriation of the net income and the distribution of a dividend of EUR 3.1 per share for fiscal 2023. In accordance with the bylaws, a dividend premium of 10% or 0.31 EUR per share will be allocated to shares held in registered form for at least four years on the payment date. The fourth and fifth resolutions aim to approve as extraordinary business items, the preparation of the Pluxee spin-off by an amendment to Article 17 of the bylaws, to allow the possibility to proceed to a distribution in kind of the Pluxee shares in 2024, and the suspension on an exceptional basis of the dividend premium regarding this distribution and kind of these shares.

In the sixth, seventh, and eighth resolution, as ordinary business items, we propose to you to approve the renewal of three directors for a term of three years. That is Sophie Bellon, Nathalie Bellon-Szabo, and Federico González Tejera. Subject to the renewal of the directorship of Sophie Bellon, the board of directors has already proposed the renewal of her office as chairwoman and CEO. In the ninth resolution, it is also proposed to approve the appointment as director of Gilles Pélisson for the same duration. In the 10th to 14th resolutions, the board of directors proposes that you approve the components of compensation paid during or awarded to the executive officers for fiscal 2023, and to approve...

There's somebody in the meeting who has spoken in the background, so the speaker has spoken off. Ah, I think it's perhaps somebody who needs a doctor, says Florence Negrel.

Perhaps we can send a medical attendant to the person who needs some medical assistance. "Perhaps we'll pursue," says Florence Negrel-Biecheler. In the 10th- 14th resolutions, the board of directors proposes that you approve the components of compensation paid during or awarded to the executive officers for fiscal 2023, and to approve the compensation policy of the directors and the executive officer for fiscal 2024. All of the information relating to compensations was presented during this meeting by the chairwoman of the Remuneration Committee, Cécile Tandeau de Marsac, and all of the information is available also in the 2023 Universal Registration Document. In resolutions, resolution number 15-20 , you are invited to authorize the company to make a share buyback of its own shares, and also the next part is to cancel its own shares.

Then 16th and 17th, you're invited to approve delegations of authority to the Board of Directors to increase the share capital with maintenance of preferential subscription rights or by incorporation of premiums, reserves, or profits. Then resolutions 18 and 19 aim for an authorization and the delegation to the Board to carry out free allocations of shares or to increase the share capital with cancellation of preferential subscription rights reserved for members of employee share plans. And lastly, as an ordinary business item, you're also called upon to rule on the 21st usual resolution on the delivery of the powers necessary for the completion of publications and legal formalities. Ladies and gentlemen, I'd like to remind you that you have the possibility of receiving your invitation and voting documents electronically via the VoteAccess platform.

We encourage shareholders who have not yet done so to contact their financial institution to subscribe to this service, which will allow them to exercise their rights more simply and quickly.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you. I hope the gentleman who had a medical problem is doing okay. Yes, we've been told he's been taken care of. Thank you. He's been taken care of by the doctor on duty and the emergency services. Thank you. So let's now open the Q&A session, the question and answer session. And before taking questions from the room, I'd like to inform you that we didn't receive any written questions from any shareholder. So, as you know, there are hosts and hostesses available to hand you a microphone if you would like to ask your question. Just signal to them, and they will give you a microphone. So microphone four.

Speaker 11

Yes, hello, Madam Chair. I have one remark to make, and I have three questions. My remark: When I queued to come here, I realized I was not the only one to be in my ... in the same situation. For a number of us here, we never received our notice of convening by postal service when we are asked to answer by the questionnaire. With respect to the net income, which went from EUR 2.5 billion down to EUR 2 billion in 2023, can you explain to us why? Possibly, the reason is the spin-off. Another question on the spin-off transaction. I would like to have more information about the possible consequences, possibly replicating or doubling the cost with replication?

Of course, I mainly see the downside and no upside, cost-wise. Third question: When you speak about low-carbon dishes, what are you talking about? Are there dishes where there will be less dairy products and less meat inside these dishes? Thank you for your responses.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you for these questions. Regarding the invitations to the meeting, I suggest that you should turn to our shareholder relations people, who will be at the cocktail reception afterwards. That's not normal. They'll have to look into what happened in your case. So regarding your questions for the spin-off, indeed, it's a whole strategic thinking process that's taken place since I assumed the post of CEO in the group a couple of years ago. We had an in-depth thinking process on our strategy, so to try and understand what are the synergies we could achieve between our food service and facilities management businesses, and then our other operations in terms of benefits and rewards that we've now called Pluxee. The synergies we saw were not many in number.

So for a business activity like Pluxee, positioned on a very large market with a profile of employees that are often different profiles to the people doing the on-site jobs, you have 430,000 people on our payroll in 45 countries around the world. And often when they join Sodexo, they don't have any particular training. Sometimes they don't even speak the language of the country that the operation is in. And when they join Sodexo, they're accessing the world of work, but also training, social welfare cover, housing, and so on. And these activities, well, they're different to the 5,000 people in Pluxee, which were people who have a more commercial, marketing, digital, financial kind of profile.

So the fact of having a separate organization with specific governance, when I started off as CEO myself, I set up a strategy committee specifically for Pluxee, for these business operations, because in our management committee meeting, we spent 90% of the time on our food service and other service activities, and not enough on Pluxee. So we set up a special strategy committee, but it wasn't enough. And this week, therefore, we announced a specific governance structure for Pluxee, with its own board that will devote its time and efforts entirely to Pluxee, henceforth. So we also built up a rather ambitious plan for the future with the Pluxee teams, and the spin-off announced in April, that's been greeted by the financial community. When we announced the spin-off, the stock price of Sodexo went up by 10%.

So we're quite convinced that this will enable us to set up an ambitious plan that we've been working on for months. It will enable us also to attracting the best talents for that operation. You know, the talents and profiles that are a bit different to the talents we need for our food service and other service activities. We'll have a dedicated governance structure with a specific board of directors that will be focused on those operations. Also, we'll allocate the necessary resources to Pluxee to enable it to grow with organic growth, but also achieve external growth, acquisitions, that is. So we're quite convinced that this is the way to go. As you said, it will generate additional costs, yes, but Pluxee already had certain expenses that, you know, we reinvoiced to Pluxee. We would charge back to Pluxee as it was a subsidiary of Sodexo.

But given the improved profitability we hope to see in Pluxee's operations in the future, that should, of course, pick up and cover those additional costs adequately. So hopefully that answers your question. Then the two operations, they're each of them number two in their own area. And in doing this, we think it'll give us the possibility of catching up with the number ones even faster. And perhaps we'll end up being number one in each of these areas, because there are big market shares out there for the taking. So otherwise, your other questions, I'll give the floor to Marc.

Marc Rolland
Group CFO, Sodexo

What I showed you is a growth of EUR 695 million, up to EUR 794 million. So I don't connect with your numbers, but I suggest you speak with Virginia or Julia during the break. You spoke about costs connected with implementing a spin-off effort. It does come with some cost to engage in a spin-off. In our October presentation, we showed to you that the other operating expenses increased by some EUR 30 million, which were spent in order to carry out this spin-off process, and there will be additional expenses in fiscal 2024. But with respect to the value which is targeted to be generated over the medium term, it remains very low. Question off mic by someone in the audience, the interpreter cannot hear.

Yes, indeed, but in fact, we reevaluate the securities connected with the transformation plan in order to carry out the spin-off process.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Yes, there was another, a third question, concerning the low-carbon dishes. Yes, that's a very good question. What do we mean by low-carbon dishes? Well, these are dishes where the main course will have 0.9 CO2 contents per meal, and we've done the calculation with in mind our objective to be Net Zero by 2040. So we want to modify gradually the way in which we produce our dishes, and we want to therefore make changes to our recipes. It doesn't mean necessarily totally ruling out meat. No, it means eating meat differently, less red meat perhaps, but continue eating meat perhaps less often and also it means setting up recipes that will be vegetarian, but very tasty and new recipes.

It's rather difficult to cook vegetables, so we are training our people at the moment, our team, so as to satisfy the demand that's out there, because our diners, people eating our food, have changing needs, too, and we've got to adapt there as well. For the last while, let's say, we've been working on standards that we can use in conjunction with WWF, the World Wildlife Fund, so as to make changes, bring the changes for our dishes. And you've seen our films that show you the direction we're going in. And it's very interesting to look at this because recently our board visited one of our sites. When was it? September, I think it was.

In September, we went to see how things were going on site, and we saw the vegetarian dishes there, the tasty vegetarian dishes that were cooked there and, you know, people's choices when there was a nice, tasty vegetarian dish or fish or meat. Very often, people wanted to opt for the vegetarian dish, and we noticed that sometimes even more than 50% of people chose the vegetarian dish. And we want to, you know, encourage people to change because it's tasty, because, you know, it's the food they want to eat. And the piece of research we did with Harris Interactive, and we published the outcome of that piece of research in the last week. Well, that showed us that consumers these days want to eat differently. They want to eat differently.

They don't want us to impose things on them, but they want to spontaneously have a better choice. They want to eat well, take care of their health as well, and perhaps eat a little bit less animal protein and more plant-based protein, but something that is tasty. I hope that answers your questions. Yes. Thank you. Well, then, we have somebody else, I think. Further up, I think. Microphone number two, please.

Jean-Claude Dussoit
Shareholder, Sodexo

Yes. Hello, Madam Chair, Jean-Claude Dussoit. I'm an individual shareholder. I have a few technical questions. On the spin-off transactions you are targeting, what will be the tax regime which will be applicable to the grant and allocation of shares? This is my first question. Second question: so, will shareholders registered in their own names be receiving shares in their own names, or will they have special procedures to conduct? And incidentally, I discovered by chance this afternoon a poster campaign in the Paris Metro on Pluxee. I do not see what it corresponds to, as Pluxee is mentioned to be reserved for employees, and passersby or commuters in the Paris Metro will not be supposed to have access to these benefits.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Well, I'll answer your last question. Marc will give you the technical answer to the other question. We made the brand name change. We introduced this new brand in June of 2023, Pluxee, and it's true that when you introduce a new name, a new brand, it's important to make it known. And the employees that you've been meeting in the Metro or seeing in the Metro, rather, you know, won't necessarily choose Pluxee themselves, but they work in companies where they'll be offered the possibility of using the Pluxee card, and it's part of the new brand promotion. As I said, the brand just got off the ground in June, and the timing was pretty good because in this period when we're still preparing for the spin-off that will take place next year, in 2024.

It gives us all the time to get familiar with this new name, and the feedback we've got on the new brand, on the new brand name, it has been very positive. On the more technical question, I'll give the floor to Marc.

Marc Rolland
Group CFO, Sodexo

Right. To answer your question on the tax regime, well, the grants will be made out to you and with no tax in fact applicable to you. We got a tax ruling from the tax authority, and the company will not be taxed on the basis of these shares being allocated. If you want to have double voting rights, you'll have to register in the Netherlands, but yet you'll be able to register by name.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you. I'll take microphone number five next, please.

De Soulange
Company Representative, Community Organization

Madame Chair, hello. My name is De Soulange, for a community organization on heritage, wealth, and individual shareholding. Congratulations to you for coming up with this, great idea of, founding Pluxee. At least this will serve as a, a good competitor to Edenred. Having said that, Edenred has posted, heavy losses in the financial statements of the Accor group. I hope it won't be the same with Sodexo. I will ask you four question: What will be the impact of Olivia Grégoire's statement on the, meal, on the, on the fees on meal vouchers? Question number two: the disposal of, home care services to the Halifax Group, are you disposing of a non-strategic asset? My third question is: You have put together an international survey of sustainable food with, Harris Interactive.

How are you going to be reducing the existing gaps and differences across the various countries, you are serving meals in? And what impact will these gaps and differences will have on your assessment processes? Finally, my fourth question is: What do you expect from your new partnership for labor in, in Sodexo in France, given the fact that there seems to be a shortage of, labor, and also in the U.K., there's been the opening of new 24/7, healthcare services, which are fully automated?

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Well, I didn't fully understand your last question. Would you mind repeating it?

De Soulange
Company Representative, Community Organization

You have implemented a partnership, which is between Sodexo and the French Unemployment Agency. I guess this is for recruitment purposes on the back of shortages of labor. We can but observe that the U.K. stakeholders have been introducing automated services. Are you going to go the automation way and automate these services as the U.K. is doing?

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Well, firstly, thank you for your questions. Very interesting ones. Perhaps I'll start off by the divestment of our service, our home, service activities. As I said, when I became the CEO of the group, we had this strategic thinking process that we organized. We looked at benefits and rewards, and we saw what could be an ambitious plan there, how we could fast-track our growth, our profitable growth, and we also had a look at our other operations. As you know, last year, we discontinued our childcare activity that we divested to the Grandir Group.

It's true that our home care activities, these are interesting operations, but the fact of the matter is, when we had that activity, you know, we were present in a certain number of regions, but at the same time, to become a European-wide player or a global player, that's our calling in Sodexo. That's what we're trying to achieve when we start a business. We want to be a leader in Europe, or at least in Europe, if not globally. You have to invest a lot to become that, EUR 2 billion or EUR 3 billion euro worth, to achieve critical size. We said to ourselves that given all of the challenges we picked up in the world around us, we want to try fast-track our transformation, also the digital transformation. Fast-track sustainable food services is a strategic pillar we have, as you saw in the video.

This is what will be a key differentiator between ourselves and the competition. So we said: "We've got to make some judicious choices. You can't do it all." So we decided to discontinue that operation, and we did it paying attention to what we were doing and how it would go, so that our teams would be part of a group that would help them to develop faster. And our CEO, Nathalie Black, actually remained—will remain in charge of that operation to work with her new shareholder. So that was for your question concerning our home care activities. Now, regarding the impact of the statements by Olivia Grégoire on our benefits and rewards activities, I'll let Marc answer you on that one.

Marc Rolland
Group CFO, Sodexo

You need to understand that our operations account for some 15% of food services volumes. What we've been invoicing in return for these restaurant volumes are quite low compared with what other food services partners invoice to these restaurant managers. We are in a context of discussing with Olivia Grégoire and our teams on digitization. We would like the French government to push digitization because the coexistence of paper and digital technology is a pain point for restaurant managers, and we would like to move faster with digitizing things.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you, Marc. Regarding the question on the piece of research done, the barometer that we started working on, we did it in five countries: in the United States, in the U.K., in France... No, four, sorry. United States, U.K., France, and Brazil. Now, food in these countries can be quite, often quite different, but we felt that the good news was that it is an area that's really conducive to speeding up the transition towards more sustainable food, with respondents who have a good image, 75%, who are aware of how urgent it is to change our eating practices. Now, what was a bit more complicated, however, was that sometimes it's not easy.

You know, people's intentions are fine, they have good intentions, but it's not easy to get them to change their behavior, and 56% of them already say they already have good habits. So the people we queried remain very practical and down-to-earth in their choices. They said, "What's important for me is the price, taste." Price, 73%, taste, 62%, and also what's important is that individual interests seem to be more important than the common good, collective interest. Now, why is it interesting to do this kind of research that we'll be continuing? It's because it's a guide for us when it comes to our strategy, what we're trying to do. It shows us that we're going in the right direction. It gives us information to do what we're trying to do even better and faster.

And we're lucky in Sodexo because we can reach out to more than 90. We do reach out every single day to more than 90 million people. We're dealing with people in Brazil and India. Eating habits are quite different in those countries. If you go to India, I'm sure you know that 90% of the food people eat in India is vegetarian, and I went there recently to see our teams, and we're going back there with our management committee in February. And even though I'm a flexitarian myself, I didn't lose weight when I went to India. I ate very well. Our teams really gave us really tasty dishes. It was not quite as spicy as they might have done normally for other diners because they knew that perhaps we Europeans don't tolerate Indian spices as well as Indian people themselves.

So on that, we're lucky enough to have teams in India who already have loads of ideas, lots of things that we can just copy and implement in our countries. However, when it comes to energy, we have progress to make. And if we take another country, which is Brazil, well, it's true that in Brazil, people consume a lot of meat, especially red meat, you know, at a high level in the country, so they should be inspired a little bit by what their Indian colleagues are doing, perhaps. But, however, in Brazil, what is very positive is that regarding energy, a lot of energy is hydropower, so there, the impact on the planet is better than other energy sources. So we'll have to be inspired by what our friends in Brazil, in Brazil are doing on that score.

So the fact of doing this research will help us to progress year in, year out, month after month, year after year, week after week, to, slowly but surely, so as to go in the right direction. The next question, the fourth question, concerned the partnership with the unemployment agency.

Marc Rolland
Group CFO, Sodexo

Indeed, we have a partnership with the French unemployment agency to help people go and reintroduce in the job market, and which will help us also to hire all the employees we'll be needing for the Olympics. So it's a fair comment. We are doing this in France. We are doing things in the U.K. as well, and we can possibly extend such partnership internationally.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you. Four? Microphone four, please.

Florence Negrel-Biecheler
Secretary of the Board of Directors, Sodexo

...Madame Chair, hello. Anna Beresta, I'm an individual shareholder. I have two remarks: First, I'm happy that Gilles Pélisson will be joining your board. He's a high-caliber person. And number two, I congratulate you for making sure that the Pluxee transaction is net of tax, because the Sanofi shareholders have bad memories of receiving shares which had no value, and which came with a high cost to them. I have three questions. One question on Pluxee: Where will the annual meetings of shareholders be organized? I'm afraid it might be the Netherlands, but can you confirm this?

Anna Beresta,
Shareholder, Private Investor

Second question on the Olympics: As you know, next year, a number of company venues and locations will be very difficult to access because they'll be close to Olympic venues, close to the French Stade de France stadium, or inside the city of Paris and in the French provinces. It's very likely that some companies decide that they will impose a 100% home working during the whole time when the Olympics and Paralympics are being held, which will mean that during a number of weeks, our food services locations will be closed. How will you be managing this forced shutdown? Will the French state compensate you? Will you manage this with the companies making such decisions? Third question is with respect to the Olympics and the shareholder.

You spoke about this partnership. With respect to the Shareholders Club, will we be able to get free tickets or discounted tickets for the Olympics?

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

But perhaps Marc will answer the first one.

Marc Rolland
Group CFO, Sodexo

I've been confirmed that the annual meeting will be organized in the Netherlands, yes.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

So the board meetings will be held in France, but the shareholders' meeting will have to be held in the Netherlands. Yes. Regarding the Olympic Games-

Marc Rolland
Group CFO, Sodexo

Yeah

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

... indeed, there will no doubt be some disruptions in life in and around Paris and other cities in France at the time of the Olympic Games. Now, we're not unduly worried, however, because it's really during the summer vacation period. The schools will be on holidays, the schools will be closed, so it won't have any impact on schools. Regarding companies, businesses, well, it might have an impact, but I think that companies won't all just grind to a halt in terms of working on the spot. And also, it's a time of the year, it's late July, early August. You know, as we all know, it's not the time of the year when you have most people in their offices in France in the normal course of things.

So I don't think it'll have any major impact on our activities for those reasons. Now, the Shareholders Club and the fact of availing of seats, tickets, well, it's very complicated because we've got seats that we're not allowed. I mean, we can invite people, but we cannot resell those tickets. There is a lot of oversight, and there are only certain things you can do and other things you can't do. So, we'll get back to you when we if we have any possibilities on that. Virginia, who's with us, she'll be at the cocktail reception. We'll tell you in detail what's possible and what's not. But at the same time, I'd ask Nathalie Bellon-Szabo, who is my sister, to talk to you a little bit about this contract, that is a fantastic contract. As Senior Manager of Sodexo Live!

Globally, she and the teams have been working hard for months and months on the setting up of that contract, and they're preparing as best they possibly can so as to support the 15,000 athletes that will be coming from all over the world to the event, and, supporting also the people who will be attending the events. Nathalie, you have the floor.

Nathalie Bellon-Szabo
CEO, Sodexo

Yes, indeed. We'll be participating in the Olympic Games. It's been a number of years that we're working on this project to prepare for the call for tenders. We'll be working on the process for some three years. So first, we'll be taking charge of the Olympic Village, close to the city of Saint-Denis, in the suburb of Paris. We'll be building the largest restaurant in the world for these special occasions, because we'll need to serve meals to 15,000 athletes from 200 different nationalities for the Olympics and the Paralympics. 45,000 meals a day, 24/7 service, and we'll also serve food to the general public across 15 Olympic and Paralympic venues. So we are very, very proud at Sodexo and at Sodexo Live!

to team up with the Olympic Games, because it's once in 100 years, so it's a unique opportunity to work with the Olympic Games. We have all our teams on board with respect to food. We'll be providing sustainable food. We'll be providing food to these athletes. We'll be showcasing our savoir-faire. We are providing food to the tennis people, to the tennis tennis players in the Roland-Garros tournament and in Clairefontaine with the French football squad. And we'll have sustainable food. We'll be halving our carbon footprint with 80% of commodities being sourced in France, 25% being sourced locally around the, or in the greater Paris area. And we'll be educating athletes to minimize waste.

We'll be using the City of Cinema to build our transient restaurant, and we'll have great chefs as well because this is France. We'll be in Paris, we'll have Alexandre Mazzia, Arnaud Donckele, Hélène Belhassen, who will be designing some menus so that the athletes can taste the French gastronomy and fine dining. Now, with respect to HR and HR needs, we'll have to deploy 6,000 employees. Some 1,000 employees inside the group will be working for the Olympics. And everywhere I go and visit outside of France, all employees reach out to me and ask to work for the Olympics, so it's a bit complicated to have them come from all over the world.

But we already have 1,000 employees working for the Olympics, and we are recruiting some 5,000 people to work on the Olympics. We hope we'll be able to retain these people because we have a strange job market, so we hope that these people will stay with us after the games. Fifteen percent of the new recruits will be people with disabilities or people from disenfranchised areas. So much for what I could tell you about this game. Thank you.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Okay. Well, thank you. I think there are no other questions, so I suggest we close the Q&A session at this point, and let's move on now to vote upon the resolutions.

Florence Negrel-Biecheler
Secretary of the Board of Directors, Sodexo

Thank you, Sophie. So I will now communicate to you the quorum, the final quorum. So the quorum, which was indicated to you at the opening of the meeting, being a provisional quorum, I shall now give you the final quorum, which will be taken into account for the votes on the resolutions. The number of shares, which are now mentioned on the attendance sheet in the name of the shareholders present, represented or having voted by proxy, is 125,526,679 shares, or 85.79% of shares with a voting right. And the legal quorum for the regular and extraordinary meeting has been reached, so the votes can be validly be organized.

Let's now watch a short video, which will explain how your tablets work, those tablets which were given to you when you signed in. Ladies and gentlemen, for the first resolution, you are asked to approve the individual company financial statements for fiscal 2023. I open the vote.

The vote is closed.

This resolution is adopted with more than 99.99% of votes.

For the second resolution, you are asked to adopt the consolidated financial statement for fiscal 2023. I open the vote.

The vote is closed.

This resolution is adopted with more than 99.99% of votes.

Third resolution, you are asked to appropriate the net income for fiscal 2023 and determine the dividend amount and the payment date. The vote is open.

The vote is closed. This resolution is adopted with 99.98% of votes. Fourth resolution, you are asked to amend Article 17 on appropriation distribution of earnings of the company's bylaws. I open the vote. The vote is closed. This resolution is adopted with more than 98.99% of votes. Fifth resolution, you are asked to suspend, on an exceptional basis, the dividend premium regarding the distribution in kind of Pluxee shares. I open the vote. The vote is closed. This resolution is adopted with more than 99.99% of votes. Sixth resolution, you're asked to reappoint Sophie Bellon as a director for a three-year term. I open the vote. The vote is closed. This resolution. Sorry, I'm waiting for the results. This resolution is adopted with 92.57% of votes.

Seventh resolution, relative to the reappointment of Nathalie Bellon-Szabo as a director for a three-year term. I open the vote. The vote is closed. This resolution is adopted with 95.23% of votes. Eighth resolution, relative to the reappointment of Federico González Tejera as a director for a three-year term. I open the vote. The vote is closed. This resolution is adopted with 97.58% of votes. Ninth resolution, relative to the appointment of Gilles Pélisson as a director for a three-year term. I open the vote. The vote is closed. This resolution is adopted with 99.86% of votes. Tenth resolution, relative to the approval of the components of compensation paid during or awarded for fiscal 2023 to Sophie Bellon, Chairwoman and CEO. I open the vote. The vote is closed. This resolution is adopted with 96.35% of votes.

11th resolution, relative to the approval of the information related to compensation of corporate officers and directors, as referred to Article L2210-9 of the French Commercial Code. I open the vote. The vote is closed. This resolution is adopted with 99.31% of votes. 12th resolution, relative to the determination of the maximum total annual envelope for directors' compensation. I open the vote. The vote is closed. This resolution is adopted with 99.11% of votes. 13th resolution, relative to the approval of the compensation policy applicable to the directors. I open the vote. The vote is closed. This resolution is adopted with 99.85% of votes. 14th resolution, relative to the approval of the compensation policy applicable to the executive officer. I open the vote. The vote is closed. This resolution is adopted with 82.53% of votes.

15th resolution, relative to the 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 99.94% of votes. 16th resolution, relative to the delegation of authority to be given to the Board in order to increase the share capital with the preferential subscription rights by issuing ordinary shares and all securities, giving access to the capital immediately or in the future. I open the vote. The vote is closed. This resolution is adopted with 99.34% of votes. 17th resolution, relative to the delegation of authority to be given to the Board of Directors in order to increase the share capital by capitalizing premiums, reserves, or profits. I open the vote. The vote is closed. This resolution is adopted with 99.94% of votes.

Eighteenth resolution, relative to the authorization to be given to the board of directors in order to make restricted grants of existing and/or newly issued shares in the company for employees and/or corporate officers of the group, or some of them, with automatic waiver by shareholders of their preferential subscription rights. I open the vote. The vote is closed. This resolution is adopted with 97.08% of votes. 19th resolution, relative to the delegation of authority to be given to the board of directors in order to increase the share capital with cancellation of preferential subscription rights by issuing ordinary shares and/or other securities, giving access to the capital immediately or in the future, reserved for members of employee share plans. I open the vote. The vote is closed. This resolution is adopted with 99.92% of votes.

Twentieth resolution, relative to the authorization for the board of directors to reduce the company's share capital by canceling treasury shares. I open the vote. The vote is closed. This resolution is adopted with 99.97% of votes. 21st resolution, relative to the powers to carry out formalities. I open the vote. The vote is closed. This resolution is adopted with more than 99.99% of votes. I would like to thank you for your attention, and now give the floor back to Sophie Bellon.

Sophie Bellon
Chairwoman of the Board of Directors, Sodexo

Thank you very much. Thank you, Florence. Ladies and gentlemen, dear shareholders, I'd like to thank you for the trust you have shown in the board of directors through your votes. As we've exhausted our agenda, I think we can adjourn our session at this point. I'd like to thank you for coming to attend this general meeting, and I'd like to invite the shareholders with us here in person, in Paris, to come to a cocktail reception prepared by the Lenôtre teams, with the exceptional presence of two executive chefs. They'll present two of the recipes that our teams will be serving at the Paris 2024 Olympic Games. And to conclude this meeting, I would like us to screen a very inspiring film on this exceptional event that we're very proud to contribute to. Thank you to everybody.

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