Fiscal 2020 Universal Registration Document

5. Corporate governance

(ii) The vesting of the other 50% of the performance shares was subject to the achievement of the performance of Sodexo’s TSR (Total Shareholder Return) compared to the CAC 40 GR index (dividends reinvested), as follows:

SODEXO’S TSR
(BETWEEN JANUARY 27, 2016 AND THE DATE OF THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FISCAL 2019 FINANCIAL STATEMENTS)
NUMBER * OF VESTED SHARES
(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX)
Negative and/or underperformance with respect to the CAC 40 GR index

Negative and/or underperformance with respect to the CAC 40 GR index
NUMBER * OF VESTED SHARES
(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX)

0%
Outperformance with respect to the CAC 40 GR index of between 0% and 8%

Outperformance with respect to the CAC 40 GR index of between 0% and 8%
NUMBER * OF VESTED SHARES
(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX)

10%-50%
Outperformance with respect to the CAC 40 GR index of between 8% and 12%

Outperformance with respect to the CAC 40 GR index of between 8% and 12%
NUMBER * OF VESTED SHARES
(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX)

50%-100%
Outperformance with respect to the CAC 40 GR index of more than 12%

Outperformance with respect to the CAC 40 GR index of more than 12%
NUMBER * OF VESTED SHARES
(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX)

100%

* Roundown to the nearest whole number.

Based on the recommendation of the Compensation Committee, the Board of Directors at its meeting of April 8, 2020, recognized that:

  • neither of the two performance conditions had been met as the annual average growth in operating profit (before exceptional items and excluding currency impacts) was 3.5% and Sodexo’s TSR was 25% against 58% for the CAC 40 GR index. Consequently, the delivery of 6,750 performance shares granted by the Board of Directors on April 27, 2016 was cancelled;
  • the continued presence condition had been met. Consequently, the remaining 6,750 restricted shares (i.e. not subject to performance conditions) granted by the Board of Directors on April 27, 2016 vested and were delivered on April 27, 2020.
Performance share grants to the Chief Executive Officer

TABLE 9, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16
PLAN DATE VALUE OF PERFORMANCE SHARES GRANTED
(in euro) 		NUMBER OF PERFORMANCE SHARES ORIGINALLY GRANTED PERFORMANCE CONDITIONS NUMBER OF VESTED PERFORMANCE SHARES VESTING DATE AVAILABILITY DATE
04/27/2017

04/27/2017

VALUE OF PERFORMANCE SHARES GRANTED


(in euro)

1,189,202

04/27/2017

NUMBER OF PERFORMANCE SHARES ORIGINALLY GRANTED

14,000

04/27/2017

PERFORMANCE CONDITIONS

60%

04/27/2017

NUMBER OF VESTED PERFORMANCE SHARES

N/A

04/27/2017

VESTING DATE

04/20/2021

04/27/2017

AVAILABILITY DATE

04/20/2021
04/27/2018

04/27/2018

VALUE OF PERFORMANCE SHARES GRANTED


(in euro)

1,600,437

04/27/2018

NUMBER OF PERFORMANCE SHARES ORIGINALLY GRANTED

25,000

04/27/2018

PERFORMANCE CONDITIONS

100%

04/27/2018

NUMBER OF VESTED PERFORMANCE SHARES

N/A

04/27/2018

VESTING DATE

04/27/2022

04/27/2018

AVAILABILITY DATE

04/27/2022
06/19/2019

06/19/2019

VALUE OF PERFORMANCE SHARES GRANTED


(in euro)

1,836,252

06/19/2019

NUMBER OF PERFORMANCE SHARES ORIGINALLY GRANTED

22,000

06/19/2019

PERFORMANCE CONDITIONS

100%

06/19/2019

NUMBER OF VESTED PERFORMANCE SHARES

N/A

06/19/2019

VESTING DATE

06/19/2023

06/19/2019

AVAILABILITY DATE

06/19/2023

Summary of benefits of the Chief Executive Officer

TABLE 11, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16

 EMPLOYMENT CONTRACT SUPPLEMENTAL PENSION PLAN COMPENSATION OR ENTITLEMENTS DUE OR LIKELY TO BECOME DUE AS A RESULT OF A CHANGE IN DUTIES OR LOSS OF OFFICE INDEMNITY RELATING TO A NON-COMPETE CLAUSE

YES NO YES NO YES NO YES NO
Denis Machuel Chief Executive Officer







Appointment date: January 23, 2018

Appointment date:

January 23, 2018

SUPPLEMENTAL PENSION PLAN

X

Appointment date:

January 23, 2018

COMPENSATION OR ENTITLEMENTS DUE OR LIKELY TO BECOME DUE AS A RESULT OF A CHANGE IN DUTIES OR LOSS OF OFFICE

X

X X
Indefinite term