SHAREHOLDERS MEETING January 21, 2013 L EXPERTISE NEST PAS - - PowerPoint PPT Presentation

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SHAREHOLDERS MEETING January 21, 2013 L EXPERTISE NEST PAS - - PowerPoint PPT Presentation

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SHAREHOLDERS MEETING January 21, 2013 L EXPERTISE NEST PAS OBLIGATOIRE SHAREHOLDERS MEETING January 21, 2013 MEMBERS OF THE BUREAU 3

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SLIDE 1

SHAREHOLDERS’ MEETING

January 21, 2013

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SLIDE 2

L’ “EXPERTISE” N’EST PAS OBLIGATOIRE

  • SHAREHOLDERS’ MEETING

January 21, 2013

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SLIDE 3

3 – SHAREHOLDERS’ MEETING – January 21, 2013

MEMBERS OF THE BUREAU

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SLIDE 4

MEMBERS OF THE BUREAU

  • Pierre Bellon

Chairman of the Board of Directors

  • Jacques Lafaÿsse

Representative of Sodexo Group employees

  • Sophie Clamens

Representing Bellon SA

  • Louis-Pierre Schneider

PWC

  • Isabelle Allen

KPMG

  • Siân Herbert-Jones

Group Chief Financial Officer

  • Michel Landel

Chief Executive Officer

  • Nicole Huard

General Secretary of the Board of Directors of Sodexo

4 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 5

5 – SHAREHOLDERS’ MEETING – January 21, 2013

MESSAGE FROM THE PRESIDENT

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SLIDE 6

6 – SHAREHOLDERS’ MEETING – January 21, 2013

FINANCIAL PERFORMANCE FISCAL 2012

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SLIDE 7

SOLID FINANCIAL PERFORMANCE

7 – SHAREHOLDERS’ MEETING – January 21, 2013

Revenues

€18.2 Bn

Organic revenue growth Increased operating profit

984 M€

Group net income

525 M€

+ 6.5% + 15.4% + 16.4% + 13.6%

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SLIDE 8

FY 2011 FY 2012

16,047 18,236

Acquisitions*

+ 4.4%

millions of euro

Exchange rates

+ 2.7%

* Puras, Lenôtre, Roth Bros.

REVENUE GROWTH

SHAREHOLDERS’ MEETING – January 21, 2013 8 –

Organic growth

+ 6.5%

+ 13.6%

OVERALL GROWTH

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SLIDE 9

ON-SITE SERVICES - ORGANIC GROWTH

9 – SHAREHOLDERS’ MEETING – January 21, 2013

On-site Services

+ 6.3%

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SLIDE 10

ON-SITE SERVICES

ORGANIC GROWTH BY CLIENT SEGMENT

10 – SHAREHOLDERS’ MEETING – January 21, 2013

Corporate + 9.3%

  • Double-digit growth in Latin America, Asia and Remote Sites
  • Favorable impact from Olympics and Rugby World Cup

Health Care and Seniors + 2.7%

  • Modest business development

Education + 4.2%

  • Solid performance in North America
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SLIDE 11

ON-SITE SERVICES

CONTRIBUTION FROM FACILITIES MANAGEMENT SERVICES

11 – SHAREHOLDERS’ MEETING – January 21, 2013

(% of revenues)

Three times the rate of growth

  • f Foodservices

FY 2012

26%

FY 2005

18%

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SLIDE 12

GROWTH INDICATORS

12 – SHAREHOLDERS’ MEETING – January 21, 2013

4.3% 3.4% 94% 94.1% 7.4% 7.6%

FY 2011 FY 2012 FY 2011 FY 2012 FY 2011 FY 2012

Existing site growth Client retention Business development

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SLIDE 13

717 756 13.7

14.7

billions

  • f euro

FY 2012 FY 2011 + 10.1%

ORGANIC GROWTH

+ 8.5%

ORGANIC GROWTH

billions

  • f euro

FY 2012 FY 2011

millions

  • f euro

millions

  • f euro

negative exchange rate effect

ORGANIC GROWTH

BENEFITS AND REWARDS SERVICES

13 – SHAREHOLDERS’ MEETING – January 21, 2013

Issue Volume Revenues

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SLIDE 14

VIDEO « EMERGING COUNTRIES »

14 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 15

15 – SHAREHOLDERS’ MEETING – January 21, 2013

FINANCIAL PERFORMANCE FISCAL 2012

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SLIDE 16

CONSOLIDATED RESULTS GROWTH

16 – SHAREHOLDERS’ MEETING – January 21, 2013

FY 2011 FY 2012 GROWTH

millions of euro millions of euro Growth at current exchange rates Growth at constant exchange rates

Revenues 16,047 18,236 + 13.6% + 10.9% Operating profit 853 984 + 15.4% + 13.6%

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SLIDE 17

INCREASED OPERATING PROFIT

17 – SHAREHOLDERS’ MEETING – January 21, 2013

In line with objectives

Operating margin 5.3% 5.4%

millions of euro

984 958

FY 2012

Accounting adjustment for UK pensions

FY 2011

853

+ 10.6%

CONSTANT EXCHANGE RATES

Exchange rates

5.3%

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SLIDE 18

CONSOLIDATED RESULTS GROWTH

18 – SHAREHOLDERS’ MEETING – January 21, 2013

FY 2011 FY 2012 GROWTH

millions of euro millions of euro Growth at current exchange rates Growth at constant exchange rates

Revenues 16,047 18,236 + 13.6% + 10.9% Operating profit 853 984 + 15.4% + 13.6% Net financial expense (147) (166) Income tax expense (250) (286) Effective tax rate 35.4 % 34.9 % Non-controling interests/Associates 35 43 Group net income 451 525 + 16.4% + 14.0%

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SLIDE 19

EARNINGS PER SHARE

19 – SHAREHOLDERS’ MEETING – January 21, 2013

€ 3.48 € 2.64

FY 2012 FY 2010 FY 2011

€ 2.95

+ 18%

compared to FY 2011

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SLIDE 20

CONSISTENT FREE CASH FLOW GENERATION

20 – SHAREHOLDERS’ MEETING – January 21, 2013

FY 2012 FY 2011 FY 2010 FY 2009

683 753 448 660

millions of euro

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SLIDE 21

FREE CASH FLOW

21 – SHAREHOLDERS’ MEETING – January 21, 2013

millions of euro

Liquidités Générées par les Opérations Increase in Net Debt

263

683

Free Cash Flow Others

98 272

Dividends/Share repurchases

576

Acquisitions

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SLIDE 22

CONSOLIDATED BALANCE SHEET

22 – SHAREHOLDERS’ MEETING – January 21, 2013

2011 2012 2011 2012 Non-current assets 5,862 6,888 Shareholders’ equity 2,535 3,034 Current assets excluding cash 3,477 3,842 Non-controlling interests 30 35 Financial assets Benefits and Rewards Services 622 609 Non-current liabilities 2,946 3,421 Cash 1,448 1,451 Current liabilities 5,898 6,300 Total assets 11,409 12,790 Total liabilities 11,409 12,790 Net debt 376 639 Net debt ratio

(net debt equity)

15% 21%

millions of euro

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SLIDE 23

23 – SHAREHOLDERS’ MEETING – January 21, 2013

PARENT COMPANY FISCAL 2012

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SLIDE 24

CAPITAL STRUCTURE AS OF AUGUST 31, 2012 Bellon SA 37.7% Employees 1.1% First Eagle Investment Management 3.6%

24 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 25

Fiscal 2012 results 340 Retained earnings as of August 31, 2012 801 Dividends - Fiscal 2012 250 Retained earnings 891 APPROPRIATION OF PARENT COMPANY EARNINGS

25 – SHAREHOLDERS’ MEETING – January 21, 2013

€ million

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SLIDE 26

07/08 08/09 09/10

* Soumis à l’approbation de l’Assemblée Générale

10/11 11/12

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INCREASE IN THE DIVIDEND

Number of shares with dividend rights: 157,132,025

Distribution 250m € * Dividend per share 1.59 € *

07/08 08/09 09/10 10/11 11/12

* Submitted for approval at General Shareholders Meeting

26 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 27

* Total includes all forms of compensation paid for positions held in Bellon SA, Sodexo SA or Sodexo Group companies.

COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS (gross amount before tax)

27 – SHAREHOLDERS’ MEETING – January 21, 2013

TOTAL 728,120 3,933,939

Compensation*

Including Directors’ fees**

** including 202,000€ paid by Bellon SA

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SLIDE 28

CHAIRMAN’S COMPENSATION (gross amount before tax)

  • Sodexo directors’ fees

52,680 €

  • Bellon SA directors’ fees

200,000 €

  • Fixed compensation, Bellon SA

70,000 € Pierre Bellon

28 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 29

CHIEF EXECUTIVE OFFICER COMPENSATION (gross amount before tax)

Including:

  • Fixed compensation

933,400 €

  • Variable compensation *

1,358,149 €

  • In-kind benefits

2,386 € Michel Landel 2,293,935 €

* Variable compensation represents the bonus paid for Fiscal 2011 plus travel indemnities

29 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 30

EXECUTIVE COMPENSATION (gross amount before tax)

including:

  • Fixed compensation

4,155,722 €

  • Variable compensation *

4,655,481 €

  • Retirement benefits

30,242 €

8 Executive Committee members (Aug. 31, 2012) 8,841,445 €

* Variable compensation represents the bonus paid for Fiscal 2011 plus travel indemnities

30 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 31

Achievement of annual average growth of 6% of Group net income over three years

Unexercised: 6.8 million stock options (4.3% of the capital) STOCK OPTIONS AS OF AUGUST 31, 2012

31 – SHAREHOLDERS’ MEETING – January 21, 2013

Depuis 2007, options include a performance condition

  • Granted to 550 Group executives
  • Exercise dates between 2013-2018
  • Exercise prices from €34 to €55
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SLIDE 32

32 – SHAREHOLDERS’ MEETING – January 21, 2013

SHARE PERFORMANCE FISCAL 2012

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SLIDE 33

Growth more than 4.4 times higher than that of CAC 40 Since the initial listing in 1983

SHARE PRICE multiplied by 41

SHARE PERFORMANCE

33 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 34

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VARIATION OF SODEXO SHARE PRICE DURING FISCAL 2012 COMPARED TO CAC 40

34 – SHAREHOLDERS’ MEETING – January 21, 2013

+20.6%

62.87€

+4.5%

3,413.07 points

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SLIDE 35

VIDEO « COO »

35 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 36

36 – SHAREHOLDERS’ MEETING – January 21, 2013

MESSAGE FROM SODEXO’S CHIEF EXECUTIVE OFFICER

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SLIDE 37

■ Positioning at the heart of societal changes ■ A context favorable to outsourcing ■ Unsurpassed development in the emerging countries

37 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 38

ACCELERATE OUR ACTIONS

■ Become the leader in Quality of Life Services ■ Make Sodexo a global brand symbolizing growth ■ Evolve from a culture of cost to a culture of value creation ■ Adapter our organization to the globalization of our markets

38 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 39

39 – SHAREHOLDERS’ MEETING – January 21, 2013

CHAIRMAN’S REPORT

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SLIDE 40

40 – SHAREHOLDERS’ MEETING – January 21, 2013

EXTERNAL AUDITORS’ REPORT

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SLIDE 41

41 – SHAREHOLDERS’ MEETING – January 21, 2013

Q & A

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SLIDE 42

42 – SHAREHOLDERS’ MEETING – January 21, 2013

RESOLUTIONS TO BE VOTED UPON BY THE SHAREHOLDERS

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SLIDE 43

ANNUAL SHAREHOLDERS’ MEETING

page 43

Resolutions presented at the Ordinary Meeting

43 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 44

ORDINARY MEETING 1st RESOLUTION

Adoption of the annual and consolidated financial statements for Fiscal 2012, ended

  • n August 31, 2012

44 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 45

ORDINARY MEETING 2nd RESOLUTION

Appropriation of Fiscal 2012 earnings and setting of dividend at €1.59 per share

(increase of 8.9% as compared to the previous year)

Dividend payment date: February 4, 2013

45 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 46

ORDINARY MEETING 3rd RESOLUTION

Regulated related-party agreements and commitments presented in the special report

  • f the Auditors

No new agreement or commitment has been entered into during Fiscal 2012

46 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 47

ORDINARY MEETING 4th RESOLUTION

Renouvellement du mandat d’Administrateur de Monsieur Pierre Bellon pour une durée de trois ans

47 – SHAREHOLDERS’ MEETING – January 21, 2013

Re-election of Pierre Bellon as a Director for a three-year term

 Term of office: Shareholders’ Meeting 2016

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SLIDE 48

ORDINARY MEETING 5th RESOLUTION

48 – SHAREHOLDERS’ MEETING – January 21, 2013

Renouvellement du mandat d’Administrateur de Re-election of Robert Baconnier as a Director for a three-year term

 Term of office: Shareholders’ Meeting 2016

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SLIDE 49

ORDINARY MEETING 6th RESOLUTION

49 – SHAREHOLDERS’ MEETING – January 21, 2013

Re-election of Astrid Bellon as a Director for a three-year term

 Term of office: Shareholders’ Meeting 2016

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SLIDE 50

ORDINARY MEETING 7th RESOLUTION

50 – SHAREHOLDERS’ MEETING – January 21, 2013

Re-election of François-Xavier Bellon as a Director for a three-year term

 Term of office: Shareholders’ Meeting 2016

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SLIDE 51

ORDINARY MEETING 8th RESOLUTION

51 – SHAREHOLDERS’ MEETING – January 21, 2013

Re-election of Paul Jeanbart as a Director for a term

  • f one year (subject to the adoption of fifteenth resolution relating to the

amendment of the bylaws concerning the term of office of directors)

 Term of office: Shareholders’ Meeting 2014

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SLIDE 52

ORDINARY MEETING 9th RESOLUTION

52 – SHAREHOLDERS’ MEETING – January 21, 2013

Re-election of Alain Marcheteau as a Director for a term of one year (subject to the adoption of fifteenth

resolution relating to the amendment of the bylaws concerning the term

  • f office of directors)

 Term of office: Shareholders’ Meeting 2014

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SLIDE 53

ORDINARY MEETING 10th RESOLUTION

53 – SHAREHOLDERS’ MEETING – January 21, 2013

Appointment of Anik Chaumartin as Deputy Statutory Auditor

 Term of office: Shareholders’ Meeting 2017

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SLIDE 54

ORDINARY MEETING 11th RESOLUTION

Authorization to the Board of Directors for the Company to purchase treasury shares, notably in connection with stock-

  • ption plans and/or grants of free shares to Group employees

and/or corporate officers

■ MAXIMUM PURCHASE PRICE: €80 per share ■ MAXIMUM TOTAL AMOUNT: €950 million ■ Legal limit of 10% of share capital ■ VALIDITY OF THE AUTHORIZATION: 18 months

54 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 55

ANNUAL SHAREHOLDERS’ MEETING

Resolutions presented at the Extraordinary Meeting

page 55 55 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 56

EXTRAORDINARY MEETING 12th RESOLUTION

Authorization to the Board of Directors to grant existing and/or to be issued free shares to Group employees and/or corporate officers

■ MAXIMUM AMOUNT: 2.5% of issued capital during 38 months capped at 1.5%

per fiscal year

■ SHARES GRANTED TO CEO: subject to performance conditions and capped

at 5% of all free shares granted per fiscal year

■ VALIDITY OF THE AUTHORIZATION: 38 months

Note: Prohibition for the Board of Directors to grant both stock options and free shares during the same fiscal year (as of today, no stock option has been granted pursuant to the authorization delivered by the January 23, 2012 Shareholders’ Meeting)

56 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 57

EXTRAORDINARY MEETING 13th RESOLUTION

Delegation of competence to the Board of Directors to issue warrants for new shares, without discount on the share price, to Group employees and/or corporate officers

■ MAXIMUM AMOUNT: 0.5% of issued capital over 18 months ■ Characteristics of warrants to be established by the Board of Directors ■ VALIDITY OF DELEGATION: 18 months

57 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 58

EXTRAORDINARY MEETING 14th RESOLUTION

Delegation of competence to the Board of Directors to issue

  • rdinary shares or securities giving access to the share

capital, reserved for members of Employee Share Purchase plans

■ MAXIMUM AMOUNT : 1.5% of issued capital ■ VALIDITY OF THE AUTHORIZATION: 26 months

58 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 59

EXTRAORDINARY MEETING 15th RESOLUTION

Amendment to article 11-1 paragraph 2 of the bylaws concerning the term of office of directors

■ Enable a staggered re-election of directors (AFEP-MEDEF Code of Corporate Governance ) ■ TERM OF OFFICE: 3 years or, as an exception, 1 or 2 years

59 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 60

ANNUAL SHAREHOLDERS’ MEETING

Resolution presented at the Ordinary Meeting

page 60 60 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 61

EXTRAORDINARY MEETING 16th RESOLUTION

Powers to carry out formalities

61 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 62

sodexo.com

62 – SHAREHOLDERS’ MEETING – January 21, 2013

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SLIDE 63

THANK YOU!

January 21, 2013

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SLIDE 64

Merci !

January 21, 2013