

| SODEXO S.A. | 19/01/2009 Combined | |
|---|---|---|
| 1 | 1)Discharge of the Board 2)Approve the parent company's financial statements 3)Approve Consolidated Financial Statements | Oppose |
| 2 | Approval of the appropriation of income and of the dividend | For |
| 3 | Change by-laws : relocate Corporate Headquarters | For |
| 4 | Approval of regulated related-party agreements | Oppose |
| 5 | Approval of a severance payment | For |
| 6 | Approve buy-back of the company shares | For |
| 7 | Reappointment of Mr. Bernard Bellon as Director for a period of 3 years | Oppose |
| 8 | Election of M. Michel Landel as Director for a period of 2 years | For |
| 9 | 1)Elect Substitute External Auditor 2)Reappointment as Statutory External Auditor of KPMG SA for a period of 6 years | Oppose |
| 10 | Approve Directors Fees | For |
| 11 | Approve potential reduction of the company's capital | For |
| 12 | Approve issuance of new stock option plans | Oppose |
| 13 | Delegation of powers for the completion of formalities | For |