Elior by Slidor...plan, without pre-emptive subscription rights • Blanket ceiling on authorizations to carry out capital increases ... Haussmann (Paris) : 75 000 sqm and over a hundred

Elior Group – General Meeting– March 11, 2016

GENERAL MEETING

Elior Group – General Meeting– March 11, 2016 ELIOR GROUP 2

DISCLAIMER This document was prepared by Elior for the sole purpose of this presentation. This presentation includes only summary information and does not purport to be comprehensive. The information contained in this document has not been independently verified.

No representation or warranty, express or implied, is made as to, and no reliance should be placed upon, the fairness, accuracy, completeness or correctness of the information or opinions contained in this document and none of Elior, its affiliates, directors, employees and representatives accept any responsibility in this respect.

Certain information included in this presentation are not historical facts but are forward-looking statements. The forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies and the economic environment in which Elior operates, and involve known and unknown risk, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements.

Forward-looking statements speak only as of the date of this presentation and Elior expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this presentation to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Such forward looking statements in this presentation are for illustrative purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Elior. Actual results could differ materially from those expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those discussed or identified under “Facteurs de Risques” in the Registration Document filed by Elior with the Autorité des marchés financiers (“AMF”) on January 29, 2015, which is available on the AMF’s website and on Elior’s website at www.eliorgroup.com.

This presentation does not contain or constitute an offer of Elior’s shares for sale or an invitation or inducement to invest in Elior’s shares in France, the United States of America or any other jurisdiction.

Elior Group – General Meeting– March 11, 2016 ELIOR GROUP

SIMPLIFIED AGENDA

Philippe Salle, Chairman and Chief Executive Officer

3


SIMPLIFIED AGENDA

ORDINARY RESOLUTIONS

• Approval of the parent company and consolidated financial statements for FY 2014-2015

• Appropriation of FY 2014-2015 results and approval of a €0.32 per-share dividend to be paid on April 13, 2016

• Approval of the Statutory Auditors’ special report on related-party agreements and commitments

• Advisory vote on the individual compensation of the former Chief Executive Officer

• Advisory vote on the individual compensation of the Chairman and Chief Executive Office

• Approval of a commitment to pay a termination benefit to the Chairman and Chief Executive Officer

• Approval of a commitment to pay an indemnity to the Chairman and Chief Executive Officer as consideration for a non-compete covenant

4


SIMPLIFIED AGENDA

ORDINARY RESOLUTIONS (CONT’D)

• Election of Corporación Empresarial Emesa S.L. as a director of the Company

• Election of Servinvest as a director of the Company

• Election of Anne Busquet as a director of the Company

• Election of Célia Cornu as a non-voting member of the Board of Directors

• Setting directors’ fees

• Authorization for the Board of Directors to carry out a share buyback program

• Ratification of the decision to transfer the Company's head office

5


SIMPLIFIED AGENDA

EXTRAORDINARY RESOLUTIONS

• Change of corporate name

• Authorization for the Board of Directors to increase the Company’s capital by way of a public offering, either with or without pre-emptive subscription rights

• Authorization for the Board of Directors to increase the Company’s capital by way of a private placement, without pre-emptive subscription rights

• Authorization for the Board of Directors to increase the number of securities issued as part of a capital increase, either with or without pre-emptive subscription rights (greenshoe option)

• Authorization for the Board of Directors to issue securities carrying rights to the Company’s shares in payment for contributed assets

• Authorization for the Board of Directors to increase the Company’s capital by capitalizing reserves, profit, the share premium account or other eligible items

6


SIMPLIFIED AGENDA

EXTRAORDINARY RESOLUTIONS (CONT’D)

• Authorization for the Board of Directors to issue securities to members of an employee share ownership plan, without pre-emptive subscription rights

• Blanket ceiling on authorizations to carry out capital increases

• Authorization for the Board of Directors to grant stock options to employees and/or corporate officers of the Elior group

• Authorization for the Board of Directors to grant free shares to employees and/or corporate officers of the Elior group

• Authorization for the Board of Directors to reduce the Company’s capital by canceling shares

• Powers to carry out formalities (ordinary resolution)

7


2 FINANCIAL PERFORMANCE

1 BUSINESS PROFILE AND CSR

3 ACTIVITIES AND MARKETS

6 STATUTORY AUDITORS REPORTS

5 GOVERNANCE

7 Q & A

AGENDA THE YEAR OF A NEW AMBITION

4 2016-2020 STRATEGY

8 RESOLUTIONS

8

ELIOR GROUP

BUSINESS PROFILE AND CSR

PHILIPPE SALLE

Chairman and Chief Executive Officer

1

9 Elior Group – General Meeting – March 11, 2016


2014-2015 KEY FIGURES

Elior Group is a major player in contract catering, concession catering and related services.

4 MILLION GUESTS EACH DAY

It is a recognized leader in its long-standing European markets and a dynamic market challenger in the Americas.

13 COUNTRIES

18,600 RESTAURANTS AND

POINTS OF SALE

108,000 EMPLOYEES

€5.674 bn IN REVENUE

150 DIRECTLY-OWNED AND FRANCHISED BRANDS

85 AIRPORTS

73 RAILWAY STATIONS

259 MOTORWAY SERVICE

PLAZAS

10


2014-2015 KEY FIGURES

€475 MILLION EBITDA (UP 6.2% YEAR ON YEAR)

€5.674 BILLION CONSOLIDATED REVENUE

( UP 6.2% YEAR ON YEAR )

€107 MILLION PROFIT FOR THE PERIOD (2.2 TIMES HIGHER YEAR ON YEAR)

€189 MILLION FREE CASH FLOW (UP 9.6% YEAR ON YEAR)

3.04 x EBITDA LEVERAGE RATIO

€0.79 ADJUSTED EARNINGS PER SHARE

€0.32€ DIVIDEND (UP 60% YEAR ON YEAR)

11

2014 2015

× 2.2

EBITDA

× 3.04

NET DEBT

+0. 0 % 201 4 2015

+60 %

2014

2015

+6. 2 % 2014 2015

.


A GLOBAL CATERER

No.4 IN CONTRACT CATERING WORLDWIDE No.3 IN CONCESSION CATERING

WORLDWIDE

OUR MARKET POSITIONS IN EUROPE OUR MARKET POSITIONS IN THE AMERICAS

12

No.5 IN CONTRACT CATERING IN THE UNITED KINGDOM

No.1 IN CONTRACT CATERING AND CONCESSION CATERING IN FRANCE AND SPAIN

No.1 IN CONTRACT CATERING

AND AIRPORT CONCESSION CATERING IN ITALY

No.3 IN CONTRACT

CATERING IN EUROPE

No.6 IN CONTRACT CATERING IN THE UNITED STATES

10 MAJOR AIRPORTS IN THE UNITED STATES

PRESENT AT

No.2 ON TOLL MOTORWAYS IN THE UNITED STATES


FY 2014-2015 REVENUE: €5.674bn

A MORE INTERNATIONAL FOOTPRINT

A CONSISTENTLY DIVERSIFIED PORTFOLIO

BUSINESS PROFILE IN 2015

Other

France

vs. 53% in 2014

50%

4%

UK 7%

USA 11%

Spain & Portugal

14%

Italy 14%

Education Healthcare

Airports

Motorways

Railways, City sites & Leisure

19% 19%

12%

11%

6%

Business & Industry

33 %

Airports Airports

13


ELIOR GROUP ON STOCK EXCHANGE

14

A DIVERSIFIED SHAREHOLDING STRUCTURE SUPPORTED BY LONG-TERM STRATEGICAL SHAREHOLDERS

EURONEXT PARIS SECTION A

ISIN code FR0011950732

Number of securities on12/31/2015 172 354 144

Free float 62.12%

Caisse de Dépôt et Placement du Québec (CDPQ) 6.55%

Emesa 5.22%

BIM (Robert Zolade) 26.11%


For over ten years, the Group’s corporate social responsibility (CSR) has been rooted in our daily commitment to quality, innovation, responsible relations with others and the community.

Our CSR strategy is focused on three main objectives: • Being a responsible company in our daily operations, particularly in terms of health and food safety; • Being a committed employer by promoting equal opportunities and valuing and developing each employee's skills.; • Being an active partner contributing to social and economic development in the regions where we operate.

ELIOR GROUP’S SUSTAINABILITY COMMITMENTS


CSR

• Elior Group reaches the “GC

advanced” level, the highest

level of recognition from the

Global Compact. This level is

reached by only 5% of the

companies member of the

Global Compact in the world.

CONCESSION CATERING

• SNCF Gares & Connexions has signed a 10-year

contract with Areas for the development and

management of 34 catering outlets at Paris Gare

du Nord and seven major regional stations: Lille

Europe, Valenciennes, Massy TGV, Versailles

Chantiers, Le Mans, Toulon and Bordeaux Belcier.

• COP 21 – A perfect example of responsible food

services:

400 employees mobilized and trained to the “Elior and

climate change” training programme and to the

environmental challenges

95% of fresh and seasonal fruit and vegetables,

including 33% locally sourced and 20% organic

100% of fish responsibly sourced

Zero plastic bags and food trays biodegradable at 93%

CONTRACT CATERING

• Airbus : 5 self restaurants ( including 2 opened

midday and evening) , 2 Club restaurants, the

Armagnac Customer Restaurant, a cafeteria and a

catering service: 4,800 meals per day (France).

• Four Seasons : 96 Health Care sites (48 locations in

the North West and 48 locations in the East of

England).

SERVICES

• Cleaning services contract of the Galeries Lafayette

Haussmann (Paris) : 75 000 sqm and over a

hundred employees of Elior Services.

ALREADY IN 2015-2016



17

PARTNERSHIPS

Elior Group commits to back Paris and becomes official partner of Paris 2024

MOBILISÉS ET SENSIBILISÉS À LA DÉMARCHE RSE DU GROUPE, AUX ENJEUX

CLIMATIQUES ET AUX ÉCO-GESTES.



18

PARTNERSHIPS

Elior Group is an official partner supporting France's candidature to host the World Fair in 2025


AND THIS YEAR

19

Y E A R S

ELIOR GROUP

FINANCIAL PERFORMANCE

OLIVIER DUBOIS

Chief Financial Officer

2



PROFIT & LOSS ACCOUNT ANALYSIS

3,995

1,679

3,774

1,567

0

1 000

2 000

3 000

4 000

5 000

6 000

FY 2013-2014 FY 2014-2015

5,674 5,341 +6.2%

293 304

159 179

(4) (8)

-100

0

100

200

300

400

500

FY 2013-2014 FY 2014-2015

475 447 +6.2%

Contract Catering & Services Concession Catering

REVENUES (€m) EBITDA (€m)

Corporate


PROFIT & LOSS ACCOUNT ANALYSIS

€m FY

2014-2015 FY

2013-2014 YoY CHANGE

EBITDA 475 447 +6.2%

EBITDA margin 8.4% 8.4% 0.0 pt

EBITA 317 308 +2.8%

Non-recurring (26) (68) +€42m

GW amortization (9) (5) -€4m

Financial charges (107) (137) +€30m

Income tax (68) (41) -€27m

Minority interest 1 (9) +€10m

NET INCOME GROUP SHARE 107 48 x 2.2

Reported EPS 0.65 0.38 +71.1%

Adjusted EPS* 0.79 0.52 +51.9%

Exceptional charges related to refinancing and swap termination

40% tax rate

Stable YoY, in line with guidance

*Adjusted for non current operational items (net of tax calculated with a normative 34% tax rate)


FREE CASH FLOW ANALYSIS

€m FY

2014-2015 FY

2013-2014 YOY CHANGE

EBITDA 475 447 +6.2%

Change in WCR 33 35 -6.0%

Net Capex (178) (181) -1.9%

Cash tax (56) (43) -€13m

Non-current cash items (85) (68) -€17m

FREE CASH FLOW 189 189 +0.0%

CONVERSION RATIO* 40% 42%

Details on slide 15

30% cash tax rate

*FCF/EBITDA

Impacted by non- recurring items


NET DEBT ANALYSIS

189

1,452

FCF

(41)

dividends

(110)

net debt as at 30/09/2015

(37)

(73)

cash interest other net

acquisitions net debt as at 30/09/2014

1,380 Lexington, STARR and minority interest in Areas

Evolution of €/$ exchange rate

Leverage ratio: 3.09x EBITDA Leverage ratio:

3.04x EBITDA (pro-forma for acquisitions)

In €m

ELIOR GROUP

ACTIVITIES AND MARKETS

PHILIPPE SALLE


3



CONTRACT CATERING & SERVICES

26


HIGHLIGHTS

ACQUISITIONS

• STARR Restaurant Catering Group

• Cura Hospitality

• ABL Management (Oct.15)

• Cumulative revenues of c. $150m in FY 2015 (not consolidated)

• Partnership with Alain Ducasse

CONTRACTS

• La Poste in B&I in France

• Vedici clinics in healthcare and services in France

• City of Bologna in education and Vaticano museum in Italy

• FC Barcelona in Spain

• Finlandia University in the USA

• St Albans Cathedral in the UK

INNOVATION & CONCEPTS

• Opening of Ternay (France), Bologna (Italy) and Madrid (Spain) central kitchens

• Bon’App application reaches 100,000 users - France

• Fresnes (France) central kitchen certified ISO 22000

• Beak St Chicken concept launched in the UK

• Easy Gourmet meal ordering for business and premium Itinere travelers on the Rome/Milan high-speed line

27



€m FY

2014-2015 FY

2013-2014 REPORTED GROWTH

ORGANIC GROWTH

Revenues 3,995 3,774 + 5.9 % + 2.1 %

o/w France 2,136 2,122 + 0.7 % + 0.7 %

o/w International 1,859 1,652 + 12.6 % + 3.8 %

EBITDA As % of sales

304 7.6 %

293 7.8 %

+ 3.7 % - 0,2 pt

o/w France As % of sales

183 8.6 %

185 8.7 %

- 1.1 % - 0.1 pt

o/w International As % of sales

121 6.5 %

108 6.6 %

+ 11.4% - 0.1 pt

Capex As % of sales

86 2.1 %

66 1.7 %

+ 30.8 % + 0.4 pt

28


CONCESSION CATERING

29


HIGHLIGHTS

CONTRACTS

• Partnership with SNCF Gares & Connexions: long-term securing of contracts on existing points of sale

• Los Angeles airport: 4 points of sale over 10 years

• Paris-Charles-de-Gaulle airport: 4 bakery points of sale

• Limours and Orleans service areas in France

OPENINGS & INNOVATION

• Cliquez-déjeuner online service on French motorways

• World’s first Espace Evian in Madrid Barajas airport (Spain)

• Opening of first Burger King by Areas on Florida’s Turnpike

• 3 points of sale at Milan Expo 2015

• Opening of 8 points of sale in the new Bois aux Daims leisure park in France

ORGANIZATION

• Acquisition of minority stake in Areas

• Creation of an integrated branch headquartered in Barcelona

• Reorganization of French and Northern Europe operations

• Global business development team in place to support international development in airports

30



31

€m FY

2014-2015 FY

2013-2014 REPORTED GROWTH

ORGANIC GROWTH

Revenues 1,679 1,567 +7.1% +5.3%

o/w France, Northern Europe, Italy 1,006 948 +6.1% +6.1%

o/w Spain, Portugal, Americas 673 619 +8.7% +4.0%

EBITDA As % of sales

179 10.7%

159 10.1%

+12.8% +0.6 pt

o/w France, Northern Europe, Italy As % of sales

113 11.2%

105 11.0%

+8.0% +0.2 pt

o/w Spain, Portugal, Americas As % of sales

66 9.8%

54 8.7%

+22.0% +1.1 pt

Capex As % of sales

86 5.1%

113 7.2%

-24.1% -2.1 pt

ELIOR GROUP

2016–2020 STRATEGY

PHILIPPE SALLE


4

Elior Group – General Meeting – March 11, 2016 32


SCOPE

REACH

ELIOR GROUP 2020: DEVELOP, INNOVATE, ACCELERATE

EXPERIENCE

WHAT, WHERE, HOW,

33


SCOPE: WHAT?

Selective approach on other BtoB services

Focus on food

Contract and concession catering

34


REACH: WHERE?

Balanced footprint By countries and / or business lines

Scale Seek top 3 position in selected markets and / or segments

• Consolidate Continental Europe

• Expand UK (organic & M&A)

• Expand USA in selected niches (organic & M&A)

• Enter Asia (emerging markets around 1% of sales in 2020)

CONCESSION CATERING CONTRACT CATERING UNDERLYING STRATEGY

• Consolidate Continental Europe

• Grow organically USA airports

• Expand airports business in Northern Europe, Middle East and Asia

Focus

35


Increasingly service-based

economy

CONSUMER HABITS ARE CHANGING FAST...

Digital natives Mobility Hyper information

EXPERIENCE: HOW?

36


... OFFERING A WIDE SCOPE OF OPPORTUNITIES TO STAND OUT

Food and nutrition Place entertainment Digital experience

EXPERIENCE: HOW?

37


DIGITAL TECHNOLOGIES WILL TRANSFORM THE CONSUMER EXPERIENCE AND THE TRADITIONAL BUSINESS MODEL

EXPERIENCE: HOW?

Digital technologies Web / mobile apps

Brand content and social media SaaS / integrated services platform

Smart data

Consumer experience Convenience

New services Personalization

Interactions

Business model Conversion rate Client partnership Operational efficiency Marketing services to brands Creation of new services

38


FRANCE

ITALY

UNITED KINGDOM

SPAIN AND PORTUGAL

UNITED STATES

FRANCE

SPAIN AND PORTUGAL

ITALY

FRANCE NORTHERN EUROPE

UNITED STATES

CONTRACT CATERING SERVICES CONCESSION CATERING

ORGANIZATIONAL STRUCTURE

39

LATIN AMERICA


8 OPERATIONAL EXCELLENCE

7 HUMAN

RESOURCES

6 G&A

OPTIMIZATION

5 ACTIVITIES AND

CONTRACTS PORTFOLIO

REVIEW

4 PURCHASING

3 DIGITAL

EXPERIENCE

2 MARKETING

& PRICING

(BtoC)

TSUBAKI: 8 PROJECTS

GROWTH FOCUS

QUALITY FOCUS

COST FOCUS

1 SALES

EFFECTIVENESS (BtoB)

40


2020 OBJECTIVES

DEVELOP

Focus on current scope

Specific approach by country

ACCELERATE

Tsubaki plan

Organization and team

M&A (up to €1bn cash)

INNOVATE

Differentiation through innovative offering

Brands identity

Digital strategy

SALES EBITDA MARGIN FCF/EBITDA

€7-8bn 9-10% 45-50%

2020 AMBITIONS

41

ELIOR GROUP

GOVERNANCE

PHILIPPE SALLE


5



WORK OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES IN FY 2014-2015

NOMBRE DE RÉUNIONS

TAUX D’ASSIDUITÉ MOYEN

Board of Directors 21 90%

Audit Committee 5 100%

Nominations and Compensation Committee 6 100%

Strategy, Investments and CSR Committee 10 86%

WORK OF THE BOARD OF

D IRECTORS AND BOARD COMMITTEES

IN FY 2014 -2015

Each Committee submits to the Board of Directors opinions and recommendations in its specific area of expertise

A report on the work carried out by each Committee is drawn up by the Chairman of the Committee concerned and is presented at the following Board of Directors’ meeting

43


The work carr ied out by the Board of Di rectors and Board Committees in FY 2014-2015 covered :

Review of the annual and half-yearly financial

statements

The Group’s overall business strategy

The Group’s financial communications strategy and

policy

Major projects, transactions and investments

Succession planning

Self assessment of the Board’s operating

procedures

The Group’s business activities and its development and

expansion

WORK OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES IN FY 2014-2015

44


GOVERNANCE

Philippe Salle CEO & Chairman

Gilles Auffret Independent

Laurence Batlle Independent

Anne Busquet* Independent

Gilles Cojan Sofibim** rep.

Emilio Cuatrecasas* Independent (Emesa rep.)

Elisabeth Van Damme Independent (CDPQ rep.)

Robert Zolade BIM** rep.

Sophie Javary* Servinvest** rep.

BOARD OF DIRECTORS COMPOSITION POST-GM*

9 members

5 independent directors (over 50%)

4 women (over 40%)

1 censor – non-voting member

* Subject to approval of the General Meeting of March 11, 2016 ** Entities controlled by Robert Zolade

45

ELIOR GROUP

STATUTORY AUDITORS REPORTS

ANNE-LAURE JULIENNE

PwC statutory auditor

6



Q & A

7

47


RESOLUTIONS

8

48


First resolution (ordinary resolution)

Approval of the parent company financial statements for FY 2014-2015


Second resolution (ordinary resolution)

Approval of the consolidated financial statements for FY 2014-2015

Attributable profit: €107.2 million


Third resolution (ordinary resolution)

Appropriation of FY 2014-2015 results and approval of a €0.32 per-share dividend

Ex-dividend date: April 11, 2016

Dividend payment date: April 13, 2016


Fourth resolution (ordinary resolution)

Approval of the Statutory Auditors’ special report on related-party agreements and commitments


Fifth resolution (ordinary resolution)

Advisory vote on the individual compensation of Gilles Petit, former Chief Executive Officer

In accordance with the recommendation in paragraph 24.3 of the June 2013 version of the AFEP-MEDEF Corporate Governance Code for French listed companies


Sixth resolution (ordinary resolution)

Advisory vote on the individual compensation of Philippe Salle, Chairman and Chief Executive Officer

In accordance with the recommendation in paragraph 24.3 of the June 2013 version of the AFEP-MEDEF Corporate Governance Code for French listed companies


Seventh resolution (ordinary resolution)

Approval of a commitment to pay a termination benefit to the Chairman and Chief Executive Officer


Eighth resolution (ordinary resolution)

Approval of a commitment to pay an indemnity to the Chairman and Chief Executive Officer as consideration for a non-compete covenant


Ninth resolution (ordinary resolution)

Election of Corporación Empresarial Emesa SL as a director of the Company for a four-year term


Tenth resolution (ordinary resolution)

Election of Servinvest as a director of the Company for a four-year term


Eleventh resolution (ordinary resolution)

Election of Anne Busquet as a director of the Company for a four-year term


Twelfth resolution (ordinary resolution)

Election of Célia Cornu as a non-voting member of the Board of Directors for a four-year term


Thirteenth resolution (ordinary resolution)

Setting the maximum annual amount of directors’ fees Amount: €600,000


Fourteenth resolution (ordinary resolution)

Authorization for the Board of Directors to carry out a share buyback program Capped at 10% of the Company’s capital Maximum per-share purchase price: €25 Duration of the authorization: 18 months


Fifteenth resolution (ordinary resolution)

Ratification of the decision to transfer the Company’s head office


Sixteenth resolution (extraordinary resolution)

Change of corporate name to Elior Group


Seventeenth resolution (extraordinary resolution)

Authorization for the Board of Directors to increase the Company’s capital by way of a public offering, without pre-emptive subscription rights

Maximum nominal amount of capital increase(s): €350,000 Included in the €514,000 blanket ceiling Maximum nominal amount of debt securities issued: €600 million Duration of the authorization: 18 months


Eighteenth resolution (extraordinary resolution)

Authorization for the Board of Directors to increase the Company’s capital by way of a public offering, with pre-emptive subscription rights



Nineteenth resolution (extraordinary resolution)

Authorization for the Board or Directors to increase the Company’s capital by way of a private placement as referred to in Article L.411-2 of the French Monetary and Financial Code, without pre-emptive subscription rights



Twentieth resolution (extraordinary resolution)

Authorization for the Board of Directors to increase the number of securities issued as part of a capital increase – carried out either with or without pre-emptive subscription rights – in accordance with Article L.225-135-1 of the French Commercial Code

The additional securities must not represent more than 15% of the original issue The capital increase(s) will be included in the €514,000 blanket ceiling Duration of the authorization: 18 months


Twenty-first resolution (extraordinary resolution)

Authorization for the Board of Directors to issue securities carrying rights to the Company’s shares in payment for contributed assets, subject to a cap of 10% of the Company’s capital

Capital increase(s) included in the €514,000 blanket ceiling Duration of the authorization: 18 months


Twenty-second resolution (extraordinary resolution)

Authorization for the Board of Directors to increase the Company’s capital by capitalizing reserves, profit, the share premium account or other eligible items Duration of the authorization: 18 months


Twenty-third resolution (extraordinary resolution)

Authorization for the Board of Directors to issue securities to members of an employee share ownership plan

Maximum nominal amount of capital increase(s): €17,200 Included in the €514,000 blanket ceiling Duration of the authorization: 18 months


Twenty-fourth resolution (extraordinary resolution)

Blanket ceilings on authorizations to carry out capital increases and issue debt securities The maximum nominal amount of any capital increases carried out pursuant

to the seventeenth, eighteenth, nineteenth, twentieth, twenty-first and twenty-third resolutions is set at €514,000

The maximum nominal amount of any debt securities issued pursuant to the seventeenth, eighteenth, nineteenth, twentieth, twenty-first and twenty-third resolutions is set at €900 million


Twenty-fifth resolution (extraordinary resolution)

Authorization for the Board of Directors to grant stock options to employees and/or corporate officers of the Elior group

Maximum number of shares issued on exercise of the options granted: 2.2% of the number of shares making up the Company’s capital at the grant date of the options

Options granted to corporate officers (excluding the Chairman and Chief Executive Officer) may not represent more than 30% of the total options granted

Duration of the authorization: 38 months


Twenty-sixth resolution (extraordinary resolution)

Authorization for the Board of Directors to grant free shares to employees and/or corporate officers of the Elior group

Maximum number of free shares granted: 0.3% of the number of shares making up the Company’s capital at the grant date of the free shares

Free shares granted to corporate officers (excluding the Chairman and Chief Executive Officer) may not represent more than 30% of the total free shares granted



Twenty-seventh resolution (extraordinary resolution)

Authorization for the Board of Directors to reduce the Company’s capital by canceling shares, subject to a cap of 10% of the Company’s capital



Twenty-eighth resolution (ordinary resolution)

Powers to carry out formalities

Documents

Elior by Slidor...plan, without pre-emptive subscription rights • Blanket ceiling on authorizations to carry out capital increases ... Haussmann (Paris) : 75 000 sqm and over a hundred