Fiscal 2021 Universal Registration Document

Since the 2015 plan, a portion of the shares awarded has also been subject to a stock market performance condition as follows :

for the 2017 plans, a portion of the shares awarded to the members of the Group Executive Committee and to beneficiaries of more than 1,000 shares, are subject to a TSR performance condition. Sodexo’s TSR must be positive and outperform the CAC 40 GR (Gross Total Return) index, published by Euronext, between January 25, 2017 and the date of the Annual Shareholders Meeting called to approve the Fiscal 2021 financial statements;
for the 2018 plan, a portion of the shares awarded to the members of the Group Executive Committee and to beneficiaries of more than 250 shares, Sodexo’s TSR will be compared to that of two peer groups. The first peer group is made up of 12 companies selected based on their size, the similarity of their operations to those of Sodexo and the fact that they all operate in the outsourcing and shared services industry. The second peer group comprises CAC 40 companies. In both cases, the number of shares that will vest will depend on Sodexo’s ranking within the peer group, with no shares vesting if Sodexo’s ranking is below the third quartile. The starting share price used will be the average of the share prices quoted over the thirty (30) calendar days preceding the plan grant date. The end share price used to measure the overall stock market performance will be the average of the share prices quoted over the thirty (30) calendar days preceding the performance assessment date (March 27, 2022);
for the 2019 plan, Sodexo’s TSR will be compared to that of the peer group made up of 12 companies selected based on their size, the similarity of their operations to those of Sodexo and the fact that they all operate in the outsourcing and shared services industry. This condition is only applicable to the shares awarded to the Group Chief Executive Officer and to the members of the Group Executive Committee;
for the 2020 plan, Sodexo's TSR will be compared to that of the peer group made up of 8 companies selected based on their size, the similarity of their operations to those of Sodexo and the fact that they all operate in the outsourcing and shared services industry. This condition is only applicable to the shares awarded to the Group Chief Executive Officer and to the members of the Group Executive Committee.

MOVEMENTS IN FISCAL 2021 AND FISCAL 2020

The table below shows movements in free shares in Fiscal 2021 and Fiscal 2020 :

,	FISCAL 2021	FISCAL 2020
Outstanding at the beginning of the year	Outstanding at the beginning of the yearFISCAL 20212,447,754	Outstanding at the beginning of the yearFISCAL 20203,241,464
Granted during the year	Granted during the year FISCAL 2021 922,840	Granted during the year FISCAL 2020 10,000
Forfeited during the year	Forfeited during the year FISCAL 2021 (640,922)	Forfeited during the year FISCAL 2020 (354,213)
Delivered during the year	Delivered during the year FISCAL 2021 (414,045)	Delivered during the year FISCAL 2020 (449,497)
Outstanding at the end of the year	Outstanding at the end of the yearFISCAL 20212,315, 627	Outstanding at the end of the yearFISCAL 20202,447,754

The weighted average fair value of the restricted shares granted in Fiscal 2021 is 64.92 euro per share (88.41 euro per shares granted in Fiscal 2020 ).

The table below shows the grant dates of restricted shares outstanding as of August 31, 2021, the assumptions used to estimate their fair value at the grant date and the number of restricted shares outstanding at the period end:

DATE OF GRANT		VESTING PERIOD (in years)	EXPECTED DIVIDEND YIELD (in %)	RISK-FREE INTEREST RATE (in %)	LOAN INTEREST RATE (in %)	VOLATILITY* (in %)	NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31
September 14, 2017	September 14, 2017 International	September 14, 2017 VESTING PERIOD (in years) 4	September 14, 2017 EXPECTED DIVIDEND YIELD (in %) 2.4%	September 14, 2017 RISK-FREE INTEREST RATE (in %) 0.0%	September 14, 2017 LOAN INTEREST RATE (in %) N/A	September 14, 2017 VOLATILITY* (in %) 18.1%	September 14, 2017 NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31 13,000
April 27, 2018	April 27, 2018 International	April 27, 2018 VESTING PERIOD (in years) 4	April 27, 2018 EXPECTED DIVIDEND YIELD (in %) 2.7%	April 27, 2018 RISK-FREE INTEREST RATE (in %) 0.0%	April 27, 2018 LOAN INTEREST RATE (in %) N/A	April 27, 2018 VOLATILITY* (in %) 21.3%	April 27, 2018 NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31 710,480
September 13, 2018	September 13, 2018 International	September 13, 2018 VESTING PERIOD (in years) 4	September 13, 2018 EXPECTED DIVIDEND YIELD (in %) 2.7%	September 13, 2018 RISK-FREE INTEREST RATE (in %) 0.0%	September 13, 2018 LOAN INTEREST RATE (in %) N/A	September 13, 2018 VOLATILITY* (in %) 21.3%	September 13, 2018 NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31 25,400
June 19, 2019	June 19, 2019 International	June 19, 2019 VESTING PERIOD (in years) 4	June 19, 2019 EXPECTED DIVIDEND YIELD (in %) 3.0%	June 19, 2019 RISK-FREE INTEREST RATE (in %) 0,0%	June 19, 2019 LOAN INTEREST RATE (in %) N/A	June 19, 2019 VOLATILITY* (in %) 21.9%	June 19, 2019 NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31 679,740
November 6, 2019	November 6, 2019 International	November 6, 2019 VESTING PERIOD (in years) 4	November 6, 2019 EXPECTED DIVIDEND YIELD (in %) 3.0%	November 6, 2019 RISK-FREE INTEREST RATE (in %) 0.0%	November 6, 2019 LOAN INTEREST RATE (in %) N/A	November 6, 2019 VOLATILITY* (in %) 21.9%	November 6, 2019 NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31 8,000
November 20, 2020	November 20, 2020 International	November 20, 2020 VESTING PERIOD (in years) 3.2	November 20, 2020 EXPECTED DIVIDEND YIELD (in %) 2.0%	November 20, 2020 RISK-FREE INTEREST RATE (in %) 0.0%	November 20, 2020 LOAN INTEREST RATE (in %) N/A	November 20, 2020 VOLATILITY* (in %) 38.8 %	November 20, 2020 NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31 879,007
TOTAL	TOTAL	TOTALVESTING PERIOD (in years)	TOTALEXPECTED DIVIDEND YIELD (in %)	TOTALRISK-FREE INTEREST RATE (in %)	TOTALLOAN INTEREST RATE (in %)	TOTALVOLATILITY* (in %)	TOTALNUMBER OF SHARES OUTSTANDING AS OF AUGUST 312,315,627

* Applicable for the portion of the restricted share grants subject to the TSR performance condition. Volatility is determined by reference to the share’s historical weighted average volatility over five years and the implicit volatility expected by the market.

Fiscal 2021 Universal Registration Document

4. Consolidated financial statements

MOVEMENTS IN FISCAL 2021 AND FISCAL 2020