0001193805-15-001293 Sample Contracts

AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • August 3rd, 2015 • Citibank,N.A./ADR • Services-management services • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of June 16, 2015, by and among (i) Sodexo S.A., a société anonyme organized under the laws of the Republic of France, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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SODEXO S.A. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE AMENDED AND RESTATED DEPOSIT AGREEMENT, DATED AS OF JUNE 16, 2015
Amended and Restated Deposit Agreement • August 3rd, 2015 • Citibank,N.A./ADR • Services-management services • New York

AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE] (the "Amendment"), by and among Sodexo S.A., a société anonyme organized under the laws of the Republic of France, and its successors (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares outstanding under the Amended and Restated Deposit Agreement, dated as of June 16, 2015.

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