Sodexo Sa · EURONEXT:SW
Sodexo Sa — Shareholder Meeting (January 2013)
64 slides from Sodexo Sa's shareholder meeting presentation, Jan 21, 2013
Slide 1: Shareholders' Meeting
SHAREHOLDERS’ MEETING January 21, 2013
Slide 2: Shareholders' Meeting
SHAREHOLDERS’ MEETING January 21, 2013
Slide 3: Members of the Bureau
MEMBERS OF THE BUREAU 3 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 4: Members of the Bureau
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 Exe
Slide 5: Message from the President
MESSAGE FROM THE PRESIDENT 5 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 6: Financial Performance Fiscal 2012
FINANCIAL PERFORMANCE FISCAL 2012 6 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 7: Solid Financial Performance
SOLID FINANCIAL PERFORMANCE Revenues + 13.6% €18.2 Bn Organic revenue growth + 6.5% Increased operating profit + 15.4% 984 M€ Group net income + 16.4% 525 M€ 7 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 8: Revenue Growth
REVENUE GROWTH millions of euro + 2.7% + 4.4% Exchange rates 18,236 + 6.5% Acquisitions* Organic growth 16,047 + 13.6% OVERALL GROWTH FY 2011 FY 2012 * Puras, Lenôtre, Roth Bros. 8 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 9: On-site Services - Organic Growth
ON-SITE SERVICES - ORGANIC GROWTH On-site Services + 6.3% 9 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 10: Organic Growth by Client Segment
ON-SITE SERVICES ORGANIC GROWTH BY CLIENT SEGMENT 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 10
Slide 11: Contribution from Facilities Management Services
ON-SITE SERVICES CONTRIBUTION FROM FACILITIES MANAGEMENT SERVICES (% of revenues) 18% 26% FY 2005 FY 2012 Three times the rate of growth of Foodservices 11 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 12: Growth Indicators
GROWTH INDICATORS Client Existing Business retention site growth development 7.4% 7.6% 94% 94.1% 4.3% 3.4% FY 2011 FY 2012 FY 2011 FY 2012 FY 2011 FY 2012 12 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 13: Benefits and Rewards Services
ORGANIC GROWTH BENEFITS AND REWARDS SERVICES Issue Volume Revenues 14.7 756 13.7 + 10.1% 717 millions billions + 8.5% billions of euro millions of euro of euro ORGANIC of euro ORGANIC GROWTH GROWTH FY 2011 FY 2012 FY 2011 FY 2012 negative exchange rate effect 13 – SHAREHOLDERS’ MEETING – January 21,
Slide 14: Video: Emerging Countries
VIDEO « EMERGING COUNTRIES » 14 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 15: Financial Performance Fiscal 2012
FINANCIAL PERFORMANCE FISCAL 2012 15 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 16: Consolidated Results Growth
CONSOLIDATED RESULTS GROWTH FY 2011 FY 2012 GROWTH millions of euro Growth at current Growth at constant millions of euro exchange rates exchange rates Revenues 16,047 18,236 + 13.6% + 10.9% Operating profit 853 984 + 15.4% + 13.6% 16 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 17: Increased Operating Profit
INCREASED OPERATING PROFIT millions of euro In line with objectives Accounting adjustment for UK pensions 984 958 853 + 10.6% CONSTANT EXCHANGE RATES FY 2011 FY 2012 Operating margin 5.3% 5.3% 5.4% Exchange rates 17 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 18: Consolidated Results Growth
CONSOLIDATED RESULTS GROWTH FY 2011 FY 2012 GROWTH millions of euro millions of euro Growth at current Growth at constant exchange rates 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) Eff
Slide 19: Earnings per Share
EARNINGS PER SHARE + 18% compared to FY 2011 € 3.48 € 2.95 € 2.64 FY 2010 FY 2011 FY 2012 19 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 20: Consistent Free Cash Flow Generation
CONSISTENT FREE CASH FLOW GENERATION millions of euro 753 660 683 448 FY 2009 FY 2010 FY 2011 FY 2012 20 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 21: Free Cash Flow
FREE CASH FLOW millions of euro 98 263 576 Others Increase in Net Debt 683 Liquidités Générées par les Opérations Acquisitions Free Cash Flow 272 Dividends/Share repurchases 21 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 22: Consolidated Balance Sheet
CONSOLIDATED BALANCE SHEET millions of euro 2011 2012 2011 2012 Non-current assets 5,862 6,888 Shareholders’ equity 2,535 3,034 Current assets Non-controlling 3,477 3,842 30 35 excluding cash interests Financial assets Benefits and 622 609 Non-current liabilities 2,946 3,421 Rewards Services Cash 1,
Slide 23: Parent Company Fiscal 2012
PARENT COMPANY FISCAL 2012 23 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 24: Capital Structure as of August 31, 2012
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
Slide 25: Appropriation of Parent Company Earnings
APPROPRIATION OF PARENT COMPANY EARNINGS € million Fiscal 2012 results 340 Retained earnings as of August 31, 2012 801 Dividends - Fiscal 2012 250 Retained earnings 891 25 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 26: Increase in the Dividend
INCREASE IN THE DIVIDEND Number of shares with dividend rights: 157,132,025 1.59 € * Dividend per share 250m € * Distribution 07/08 08/09 09/10 10/11 11/12 07/08 08/09 09/10 10/11 11/12 * Submitted for approval at General Shareholders Meeting * Soumis à l’approbation de l’Assemblée Générale 26 – SHA
Slide 27: Compensation of the Members of the Board of Directors
COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS (gross amount before tax) Including Compensation* Directors’ fees** TOTAL 3,933,939 728,120 * Total includes all forms of compensation paid for positions held in Bellon SA, Sodexo SA or Sodexo Group companies. ** including 202,000€ paid by Bellon
Slide 28: Chairman's Compensation
CHAIRMAN’S COMPENSATION (gross amount before tax) Pierre Bellon Sodexo directors’ fees 52,680 € Bellon SA directors’ fees 200,000 € Fixed compensation, Bellon SA 70,000 € 28 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 29: Chief Executive Officer Compensation
CHIEF EXECUTIVE OFFICER COMPENSATION (gross amount before tax) Michel Landel 2,293,935 € Including: Fixed compensation 933,400 € Variable compensation * 1,358,149 € In-kind benefits 2,386 € * Variable compensation represents the bonus paid for Fiscal 2011 plus travel indemnities 29 – SHAREHOLD
Slide 30: Executive Compensation
EXECUTIVE COMPENSATION (gross amount before tax) 8 Executive Committee members (Aug. 31, 2012) 8,841,445 € including: Fixed compensation 4,155,722 € Variable compensation * 4,655,481 € Retirement benefits 30,242 € * Variable compensation represents the bonus paid for Fiscal 2011 plus travel in
Slide 31: Stock Options as of August 31, 2012
STOCK OPTIONS AS OF AUGUST 31, 2012 Unexercised: 6.8 million stock options (4.3% of the capital) Granted to 550 Group executives Exercise dates between 2013-2018 Exercise prices from €34 to €55 Depuis 2007, options include a performance condition Achievement of annual average growth of 6% of G
Slide 32: Share Performance Fiscal 2012
SHARE PERFORMANCE FISCAL 2012 32 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 33: Share Performance Since Listing in 1983
SHARE PERFORMANCE Since the initial listing in 1983 SHARE PRICE multiplied by 41 Growth more than 4.4 times higher than that of CAC 40 33 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 34: Variation of Sodexo Share Price During Fiscal 2012 Compared to CAC 40
VARIATION OF SODEXO SHARE PRICE DURING FISCAL 2012 COMPARED TO CAC 40 +20.6% 62.87€ +4.5% 3,413.07 points 34 – SHAREHOLDERS’ MEETING – January 21, 2013 34
Slide 35: Video: COO
VIDEO « COO » 35 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 36: Message from Sodexo's Chief Executive Officer
MESSAGE FROM SODEXO’S CHIEF EXECUTIVE OFFICER 36 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 37: Positioning at the Heart of Societal Changes
■ Positioning at the heart of societal changes ■ A context favorable to outsourcing ■ Unsurpassed development in the emerging countries 37 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 38: Accelerate Our Actions
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
Slide 39: Chairman's Report
CHAIRMAN’S REPORT 39 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 40: External Auditors' Report
EXTERNAL AUDITORS’ REPORT 40 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 41: Q&A
Q&A 41 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 42: Resolutions to Be Voted Upon by the Shareholders
RESOLUTIONS TO BE VOTED UPON BY THE SHAREHOLDERS 42 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 43: Resolutions Presented at the Ordinary Meeting
ANNUAL SHAREHOLDERS’ MEETING Resolutions presented at the Ordinary Meeting 43 – SHAREHOLDERS’ page 43 MEETING – January 21, 2013
Slide 44: 1st Resolution: Adoption of Financial Statements
ORDINARY MEETING 1st RESOLUTION Adoption of the annual and consolidated financial statements for Fiscal 2012, ended on August 31, 2012 44 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 45: 2nd Resolution: Appropriation of Earnings and Dividend
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
Slide 46: 3rd Resolution: Regulated Related-Party Agreements
ORDINARY MEETING 3rd RESOLUTION Regulated related-party agreements and commitments presented in the special report of the Auditors No new agreement or commitment has been entered into during Fiscal 2012 46 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 47: 4th Resolution: Re-election of Pierre Bellon
ORDINARY MEETING 4th RESOLUTION Re-election of Pierre Bellon as a Director for a three-year term Renouvellement du mandat d’Administrateur de Term of office: Monsieur PierreShareholders’ Bellon Meeting 2016 durée de pour une trois ans 47 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 48: 5th Resolution: Re-election of Robert Baconnier
ORDINARY MEETING 5th RESOLUTION Renouvellement Re-election of du as Robert Baconnier mandat a Director d’Administrateur for a three-year term de Term of office: Shareholders’ Meeting 2016 48 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 49: 6th Resolution: Re-election of Astrid Bellon
ORDINARY MEETING 6th RESOLUTION Re-election of Astrid Bellon as a Director for a three-year term Term of office: Shareholders’ Meeting 2016 49 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 50: 7th Resolution: Re-election of François-Xavier Bellon
ORDINARY MEETING 7th RESOLUTION Re-election of François-Xavier Bellon as a Director for a three-year term Term of office: Shareholders’ Meeting 2016 50 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 51: 8th Resolution: Re-election of Paul Jeanbart
ORDINARY MEETING 8th RESOLUTION Re-election of Paul Jeanbart 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 of office of directors) Term of office: Shareholders’ Meeting 2014 51 – SHAREHOLDERS’ MEETI
Slide 52: 9th Resolution: Re-election of Alain Marcheteau
ORDINARY MEETING 9th RESOLUTION 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 of office of directors) Term of office: Shareholders’ Meeting 2014 52 – SHAREHOLDERS’ ME
Slide 53: 10th Resolution: Appointment of Deputy Statutory Auditor
ORDINARY MEETING 10th RESOLUTION Appointment of Anik Chaumartin as Deputy Statutory Auditor Term of office: Shareholders’ Meeting 2017 53 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 54: 11th Resolution: Treasury Share Purchase Authorization
ORDINARY MEETING 11th RESOLUTION Authorization to the Board of Directors for the Company to purchase treasury shares, notably in connection with stock- option plans and/or grants of free shares to Group employees and/or corporate officers ■ MAXIMUM PURCHASE PRICE: €80 per share ■ MAXIMUM TOTAL AMOUN
Slide 55: Resolutions Presented at the Extraordinary Meeting
ANNUAL SHAREHOLDERS’ MEETING Resolutions presented at the Extraordinary Meeting 55 – SHAREHOLDERS’ page 55 MEETING – January 21, 2013
Slide 56: 12th Resolution: Free Share Grants
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 pe
Slide 57: 13th Resolution: Issue of Warrants to Employees
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 est
Slide 58: 14th Resolution: Employee Share Purchase Plans
EXTRAORDINARY MEETING 14th RESOLUTION Delegation of competence to the Board of Directors to issue ordinary 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 mont
Slide 59: 15th Resolution: Amendment to Bylaws on Directors' Term
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’
Slide 60: Resolution Presented at the Ordinary Meeting
ANNUAL SHAREHOLDERS’ MEETING Resolution presented at the Ordinary Meeting 60 – SHAREHOLDERS’ page 60 MEETING – January 21, 2013
Slide 61: 16th Resolution: Powers to Carry Out Formalities
EXTRAORDINARY MEETING 16th RESOLUTION Powers to carry out formalities 61 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 62: sodexo.com
sodexo.com 62 – SHAREHOLDERS’ MEETING – January 21, 2013
Slide 63: Thank You!
* sodexo QUALITY OF LIFE SERVICES | THANK YOU! January 21, 2013 a
Slide 64: Merci !
* sodexo QUALITY OF LIFE SERVICES Merci ! January 21, 2013