Sodexo S.A. (SW) Earnings Call Transcript & Summary

December 15, 2023

Euronext Paris FR Consumer Discretionary Hotels, Restaurants and Leisure shareholder_meeting 125 min

Earnings Call Speaker Segments

Sophie Bellon

executive
#1

Ladies and gentlemen, dear shareholders, good afternoon. Welcome to La Seine Musicale. It's indeed a great pleasure to meet you on this exceptional place again this year for our Annual Shareholders Meeting. I'm speaking to you today alongside Marc Rolland, who's our Chief Financial Officer; and Florence Negrel, Secretary of the Board of Directors, who's handling the general meeting's secretarial duties. I would also like to inform you of the presence of the general meeting's 2 scrutineers, François-Xavier Bellon, who represents the holding company, Bellon SA; and Valérie Denis, who represents the FCPE Group, Sodexo Peps, one of the mutual funds for Sodexo employees, who are the shareholders with the largest number of votes, having accepted the role of scrutineer. I will now officially open this annual meeting, of which, I am the Chair as Chairwoman of the Board of Directors and Chief Executive Officer. The members of the Board of Directors and Sodexo's leadership team who could attend are also present, either physically in this room or remotely. And we have almost all of our Board members or directors with us. Also the audit firms, EY Audit and KPMG, both represented by Mr. Aymeric De La Morandière from EY Audit, will share the reports with us during this meeting. I will now hand the floor over to Florence Negrel, the meeting secretary, who will present the agenda.

Florence Negrel

executive
#2

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'll 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 right. The legal quorum being 36,594,093 shares, the shareholders' meeting can validly deliberate. If latecomers come to attend the meeting before 4:15, this provisional quorum will be modified, and the final quorum will be taken into account when voting on resolutions. I have before me all the documents which attests 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 (sic) [ 2023 ]. 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

executive
#3

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, and 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 [Audio Gap] 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. And 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. And 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. [Presentation]

Sophie Bellon

executive
#4

Thank you. To accelerate our transformation, we are also continuing to roll out our advanced models to offer multichannel hybrid food services available anywhere and at any time of day. As an example, we acquired A.H. Management with a view to expanding our InReach offer across North America's booming convenience market. And these advanced models are targeted to account for 10% of food services revenues by 2025 with a positive impact on profitability. We're also developing new decentralized production models, particularly in France, Chile, 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. And 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 a 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. [Presentation]

Sophie Bellon

executive
#5

Well, thank you. Thank you. Well done to all the 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. And 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 3 benefits in all the countries where Sodexo operates: 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 0 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 minus 20.7% compared to 2017. And this falls in line with the 1.5 degree centigrade trajectory. As you saw in the film, we are working to reduce emissions across our entire value chain. Among other things, we have 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. Our dedicated WasteWatch 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. And 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 & Rewards services. Last April, we announced a project to spin-off and list this business activity, which was renamed Pluxee last June. The operations set out to create 2 leading pure players in high-growth markets while giving the 2 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 and 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 12-month stages. The fiscal 2024 and midterm guidance will be provided on this occasion. I will now hand you over to Marc, will walk you through the final detail of the group's fiscal 2023 results. Thank you.

Marc Rolland

executive
#6

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 statement for 2023, in accordance with IFRS 5. Pluxee's contribution to net profit is therefore shown on a separate line with the net profit. I will therefore give you an overview of the fiscal 2023 performance of Sodexo, excluding Pluxee. The new post-spinoff Sodexo organic revenue growth for the year was 11% with double-digit underlying growth, i.e., excluding nonrecurring items in each of the 3 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 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. 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 is 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 chain 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 3.10 per share, an increase of 29% compared to the previous year. It should be noted that the 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 the defined payment was finalized 1 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 at 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 1 to 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 to 18 months of the spin-off, and in the medium term, to return to the 1 to 2x range. Our capital allocation strategy for Sodexo, excluding Pluxee, is as follows. We'll maintain our policy of paying out dividend of 15% 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. And 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 the 1st of January 2023, stock -- 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 3 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 share price was increased 65-fold, significantly outperforming the Paris stock market's flagship index. Thank you for your attention. I'll now hand over to Sophie to talk about your group's strategy and outlook.

Sophie Bellon

executive
#7

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 3 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 plus 6% and plus 8% per annum. And underlying operating profit margin should continue to grow by 30 to 40 basis points per annum at constant rate. 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 will 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 the strategic priorities, clearly positioned 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. And 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. [Presentation]

Sophie Bellon

executive
#8

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, it 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. [Presentation]

Sophie Bellon

executive
#9

Thank you. As you've 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 Brougher, 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. 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 J. Messier

executive
#10

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 1st 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 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 have 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 climate training was organized. I regularly discuss with all the members of your Board and have contributed to the preparation of the annual program and the agenda 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

executive
#11

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

Sophie Bellon

executive
#12

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 de Marsac

executive
#13

Good afternoon, everybody. I'm pleased to see you again to present the work of the Compensation Committee. And this year, 5 resolutions related to the compensation of the corporate officers 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. Firstly, I'd like to remind you that fiscal 2023 was the first fiscal year during which Sophie Bellon was remunerated on a full year basis for her mandate as Chairwoman and CEO. The compensation policy is stable, but the amounts show this difference. 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 the 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. I won't go into all the details, of course, but you can see that the financial performance of the group were reflected in an exceeding 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 made over the last few years, that was 70 basis points higher than the previous year. At the Board, however, we have set an even more ambitious objective. Now given the nonfinancial objectives we set ourselves, we achieved a couple of criteria, talent management and the DGSI 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. So the variable compensation that would be paid following the vote of the shareholders' meeting thus amounts to EUR 966,195. Besides, 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 with 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 3 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, which is a continuum, you can see it's -- the structure's stable and in line with the 2023 compensation policy, and in that, 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 nonfinancial performance targets, there are 2 criteria that evolve. First, the health and safety criteria, which is now being measured by 2 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 criteria. 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 WasteWatch indicator expressed as a percentage of the cost of raw materials. Now Sophie's already talked about WasteWatch a little bit. It's a tool that helps us to fight against food waste, which is a major 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 investment plans and the 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. It is proposed under the 12th 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 in fixed and variable compensation for directors applicable in 2023 would be maintained. No change there. Finally, to round up my brief presentation, I'd like to thank all the members of the Compensation Committee for their active participation and unwavering commitment during this year. And I 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

executive
#14

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

attendee
#15

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 this report in full but, instead, that I give you a summary. Our reports on the consolidated 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 filings 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 31st 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 liability intended to be distributed on the balance sheet and as discontinued operation in the income statement in accordance with the IFRS 5 standards. For the annual financial statements, the key auditing 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 S.A., which already has been approved by the shareholders' meeting during the previous shareholders' meeting held last year. The expense booked in the financial year amounted to EUR 4.7 million, excluding taxes. Lastly, as part of the extraordinary part of your shareholders' meeting, we have issued 4 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 rights. 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 19th 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. And 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 20th 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

executive
#16

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

Florence Negrel-Biecheler

executive
#17

Thank you. Ladies and gentlemen, the first 2 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 under 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 EUR 0.31 per share will be allocated to shares held in registered form for at least 4 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 in kind of these shares. In the sixth, seventh and eighth resolution as ordinary business items, we proposed to you to approve the renewal of 3 directors for a term of 3 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 propose that you approve the components of compensation paid during or awarded to the executive officers for fiscal 2023 and to approve...

Unknown Attendee

attendee
#18

[indiscernible]

Florence Negrel-Biecheler

executive
#19

I think it's perhaps somebody who needs a doctor. Perhaps we can send a medical attendant to the person who needs some medical assistance. Perhaps we'll pursue. 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 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. Resolution numbers 15 to 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 you 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 vote access 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

executive
#20

Thank you. I hope the gentleman who had a medical problem is doing okay. Yes, we've been told it's been taken care of. Thank you. He's been taken care of by the doctor on duty and the emergency services. Thank you.

Sophie Bellon

executive
#21

So let's now open this 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 4.

Unknown Attendee

attendee
#22

Yes. I have one remark to make, and I have 3 questions. My remark, when I queued to come here, I realized I was not the only one to be in the same situation. For a number of us here, we never received our notice of convening by postal service when we asked -- when we are asked to answer by the questioner. 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 possible consequences, possibly replicating or doubling the cost. With replication of costs, 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?

Sophie Bellon

executive
#23

Thank you for these questions. Regarding the invitations to the meeting, I suggest that you should turn to our shareholder relations people who'll 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. And the synergies we saw were not many in number, so for 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. We have 430,000 people on our payroll in 45 countries around the world. And often, when they joined 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 this activity is rather different to the 5,000 people in Pluxee, which -- who are 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 dropped 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, the talents and profiles that are a bit different to the talents we need for our food service and other service activities. We 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 will be invoiced to Pluxee, which are 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. And then the 2 operations, they're each of the #2 in their own area. And in doing this, we think it will give us the possibility of catching up with the #1 even faster. And perhaps we will end up being #1 in each of these areas because there are big market shares out there for the checking. So otherwise, your other questions, I will give the floor to Marc.

Marc Rolland

executive
#24

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 the spin-off. In our October presentation, we show to you that the other operating expenses increased by some EUR 30 million, which we 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.]

Unknown Executive

executive
#25

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

executive
#26

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 content 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 -- the diners, people eating our food have changing needs, too, and we've got to adapt there as well. And for the last number of what -- 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 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 encourage people to change because it's tasty, because 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. Well, then, we have somebody else, I think, further up. I think microphone #2, please.

Unknown Shareholder

shareholder
#27

Yes. [indiscernible], I'm an individual shareholder. I have a few technical questions. On the spin-off transactions you are targeting, what will be the task 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 French -- in the Paris Metro on Pluxee. I do not see what it corresponds to as Pluxee is mentioned to be reserved for employees. And passerbys or commuters in the Paris Metro will not -- are not supposed to have access to this benefit.

Sophie Bellon

executive
#28

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, won't necessarily choose that for 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 name has been very positive. And on the more technical question, I'll give the floor to Marc.

Marc Rolland

executive
#29

Right. To answer your question on the tax regime, well, the grant 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 yes, you'll be able to register by name.

Sophie Bellon

executive
#30

Thank you. I'll take microphone #5 next, please.

Unknown Attendee

attendee
#31

My name is [indiscernible] 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 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 4 questions. What will be the impact of Olivia Grégoire's statements on the meal -- on the fees on meal vouchers? Question number two, the disposal of home care services to the Halifax Group, are you disposing of nonstrategic assets? 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 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 health care services, which are fully automated.

Sophie Bellon

executive
#32

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

Unknown Attendee

attendee
#33

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't 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

executive
#34

Firstly, thank you for your activities, these are interesting operations. But the fact of the matter is, when we had that activity, 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. And you have to invest a lot to become that, EUR 2 billion or EUR 3 billion worth to achieve critical size. And we said to ourselves that given all of the challenges to be picked up in the world around us, we want to 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 the 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 our new shareholder. So that was for your questions 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

executive
#35

You need to understand that our operations account for some 15% of food services volumes. And 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 the 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

executive
#36

Thank you, Marc. Regarding your question on the piece of research, John, the barometer that we started working on, we did it in 5 countries: in the United States, in the U.K., in France -- no, 4, 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 got them is 75%, who are aware of how urgent it is to change our eating practices. And what was a bit more complicated to have was that sometimes it's not easy. 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 said they already have good habits. So people [indiscernible] remain very practical and down to earth in their choices. They said what's important for me is price, taste: price, 73%; taste, 62%. And also, what's important is that individual interest seems 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 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 you take another country, which is Brazil, well, it's true that in Brazil, people consume a lot of meat, especially red meat, 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 hydro power. 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 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. And the next question, the fourth question concern the partnership with the unemployment agency. 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. Thank you. Microphone 4, please.

Unknown Shareholder

shareholder
#37

Madam Chair, [indiscernible], an individual shareholder. I have 2 remarks. First, I'm happy that Gilles Pélisson will be joining your Board. He is 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 3 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? The 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 -- 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 100% homeworking during the whole time when the Olympics and Paralympics are being held, which will mean that a number -- during a number of weeks, our food services location 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 shareholders, 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

executive
#38

Hello. Perhaps Marc will answer the first one.

Marc Rolland

executive
#39

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

Sophie Bellon

executive
#40

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, yes, 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, that time of the year, it's late July, early August, 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 will 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 were not allowed. 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 there are other things you can't do. So we'll get back to you when we -- if we have any possibilities on like 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, our guest, Nathalie Bellon-Szabo, who's 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 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

executive
#41

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 [ contenders ]. We'll be working on the process for some 3 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 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. So 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 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 -- 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, Amandine Chaignot, Akrame Benallal, who will be designing some menu 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, and we hope we'll be able to retain these people because we have a strange job market. So we hope that these people would stay with us after the games. And 15% 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

executive
#42

Okay. 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

executive
#43

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 the voting rights. 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. [Presentation]

Florence Negrel-Biecheler

executive
#44

Ladies and gentlemen, for the first resolution, you're asked to approve the individual company financial statements for fiscal 2023. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#45

The vote is closed. This resolution is adopted with more than 99.99% of votes. For the second resolution, you're asked to adopt the consolidated financial statement for fiscal 2023. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#46

The vote is closed. This resolution is adopted with more than 99.99% of votes. Third resolution, you're asked to appropriate the net income for fiscal '23 and determine the dividend amount and the payment date. The vote is open. [Voting]

Florence Negrel-Biecheler

executive
#47

The vote is closed. This resolution is adopted with 99.98% of votes. Fourth resolution, you're asked to amend Article 17 on appropriation distribution of earnings of the company's bylaws. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#48

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 distribution in kind of Pluxee shares. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#49

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 3-year term. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#50

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 3-year time. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#51

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 3-year term. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#52

This 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 3-year term. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#53

The vote is closed. This resolution is adopted with 99.86% of votes. 10th 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. [Voting]

Florence Negrel-Biecheler

executive
#54

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 that refer to article L.22-10-9 of the French Commercial Code. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#55

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. [Voting]

Florence Negrel-Biecheler

executive
#56

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. [Voting]

Florence Negrel-Biecheler

executive
#57

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. [Voting]

Florence Negrel-Biecheler

executive
#58

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. [Voting]

Florence Negrel-Biecheler

executive
#59

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 their share capital with the preferential subscription rights by issuing ordinary shares and/or securities giving access to the capital immediately or in the future. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#60

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 their share capital by capitalizing Premiums, reserves or profits. I open the vote. [Voting]

Florence Negrel-Biecheler

executive
#61

The vote is closed. This resolution is adopted with 99.94% of votes. 18th 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. [Voting]

Florence Negrel-Biecheler

executive
#62

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. [Voting]

Florence Negrel-Biecheler

executive
#63

The vote is closed. This resolution is adopted with 99.92% of votes. 20th 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. [Voting]

Florence Negrel-Biecheler

executive
#64

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. [Voting]

Florence Negrel-Biecheler

executive
#65

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

executive
#66

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 2 executive chefs. They'll present 2 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. [Presentation]

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