Fiscal 2021 Universal Registration Document

As from the 2021 plans, the terms and conditions of the restricted share plans granted within the Group are as follows :

the restricted share grants take place annually and are decided during the first half of each fiscal year, after the publication of the financial statements for the previous fiscal year;
vesting of the shares is subject to a three-year continued presence condition for each beneficiary and to performance conditions assessed over a three-year period.

The restricted share grants have no dilutive impact for shareholders as the shares concerned are treasury shares held by the Company.

During Fiscal 2021, the vesting periods of the restricted share plans set up by the Board of Directors on September 30, 2016, November 30, 2016 and April 20, 2017 ended on September 30, 2020, November 30, 2020 and April 20, 2021, respectively.

The plans granted on September 30 and November 30, 2016 included the following two performance conditions:

performance of the CAC 40 GR index of Sodexo's TSR by 12% over a four-year period;
average growth in Sodexo’s operating profit at least 10% per year over four years.

These performance conditions were not met, as Sodexo's TSR increased by 25% versus 58% for the CAC 40 GR index, and average annual growth in operating profit was 3.5%.

As a result only 7,155 shares have vested under the September 2016 plan and 7,000 under the November 2016 plan out of a total of 21,950.

As a result, on April 20, 2021, only 397,690 shares had vested under the plan granted on April 20, 2017.

The plan granted on April 20, 2017 included the following two performance conditions:

outperform the CAC 40 GR index of Sodexo's TSR by 12% over a four-year period;
average growth in Sodexo’s operating profit at least 10% per year over four years.

These performance conditions were not met, as Sodexo's TSR decreased by 17.7% versus a 29.6% increase for the CAC 40 GR index, and average annual growth in operating profit was a negative 10.95%.

Further details of the plans in force are provided in the table below.

Restricted shares granted to Group managers

TABLE 9, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16

	2016-2 PLAN	2016-3 PLAN	2017 PLAN	2017-2 PLAN	2018 PLAN	2018-2 PLAN	2019 PLAN	2019-2 PLAN	2020 PLAN
Date of Annual Shareholders Meeting	Date of Annual Shareholders Meeting 2016-2 PLAN 01/26/2016	Date of Annual Shareholders Meeting 2016-3 PLAN 01/26/2016	Date of Annual Shareholders Meeting 2017 PLAN 01/26/2016	Date of Annual Shareholders Meeting 2017-2 PLAN 01/26/2016	Date of Annual Shareholders Meeting 2018 PLAN 01/26/2016	Date of Annual Shareholders Meeting 2018-2 PLAN 01/26/2016	Date of Annual Shareholders Meeting 2019 PLAN 01/22/2019	Date of Annual Shareholders Meeting 2019-2 PLAN 01/22/2019	Date of Annual Shareholders Meeting 2020 PLAN 01/22/2019
Date of grant by the Board of Directors	Date of grant by the Board of Directors 2016-2 PLAN 09/30/2016	Date of grant by the Board of Directors 2016-3 PLAN 11/30/2016	Date of grant by the Board of Directors 2017 PLAN 04/20/2017	Date of grant by the Board of Directors 2017-2 PLAN 09/14/2017	Date of grant by the Board of Directors 2018 PLAN 04/27/2018	Date of grant by the Board of Directors 2018-2 PLAN 09/13/2018	Date of grant by the Board of Directors 2019 PLAN 06/19/2019	Date of grant by the Board of Directors 2019-2 PLAN 11/06/2019	Date of grant by the Board of Directors 2020 PLAN 11/25/2020
Total number of shares granted	Total number of shares granted 2016-2 PLAN 11,950	Total number of shares granted 2016-3 PLAN 10,000	Total number of shares granted 2017 PLAN 884,895	Total number of shares granted 2017-2 PLAN 14,000	Total number of shares granted 2018 PLAN 917,880	Total number of shares granted 2018-2 PLAN 34,100	Total number of shares granted 2019 PLAN 810,990	Total number of shares granted 2019-2 PLAN 10,000	Total number of shares granted 2020 PLAN 922,840
Total number of beneficiaries	Total number of beneficiaries 2016-2 PLAN 16	Total number of beneficiaries 2016-3 PLAN 2	Total number of beneficiaries 2017 PLAN 1,357	Total number of beneficiaries 2017-2 PLAN 5	Total number of beneficiaries 2018 PLAN 1,671	Total number of beneficiaries 2018-2 PLAN 20	Total number of beneficiaries 2019 PLAN 2,144	Total number of beneficiaries 2019-2 PLAN 11	Total number of beneficiaries 2020 PLAN 2,145
% of share capital	% of share capital2016-2 PLAN 0.01%	% of share capital2016-3 PLAN 0.01%	% of share capital2017 PLAN 0.58%	% of share capital2017-2 PLAN 0.01%	% of share capital2018 PLAN 0.62%	% of share capital2018-2 PLAN 0.02%	% of share capital2019 PLAN 0.55%	% of share capital2019-2 PLAN 0.01%	% of share capital2020 PLAN 0.63%
Performance conditions	Performance conditions2016-2 PLAN
Growth in Group net income	Growth in Group net income 2016-2 PLAN
Growth in operating profit	Growth in operating profit 2016-2 PLAN X	Growth in operating profit 2016-3 PLAN X	Growth in operating profit 2017 PLAN X	Growth in operating profit 2017-2 PLAN X	Growth in operating profit 2018 PLAN X	Growth in operating profit 2018-2 PLAN X	Growth in operating profit 2019 PLAN X	Growth in operating profit 2019-2 PLAN X	Growth in operating profit 2020 PLAN X
Organic growth	Organic growth 2016-2 PLAN	Organic growth 2016-3 PLAN	Organic growth 2017 PLAN	Organic growth 2017-2 PLAN	Organic growth 2018 PLAN	Organic growth 2018-2 PLAN	Organic growth 2019 PLAN X	Organic growth 2019-2 PLAN X	Organic growth 2020 PLAN X
TSR	TSR 2016-2 PLAN X	TSR 2016-3 PLAN X	TSR 2017 PLAN X	TSR 2017-2 PLAN X	TSR 2018 PLAN X	TSR 2018-2 PLAN X	TSR 2019 PLAN X	TSR 2019-2 PLAN X	TSR 2020 PLAN X
Corporate responsibility	Corporate responsibility 2016-2 PLAN	Corporate responsibility 2016-3 PLAN	Corporate responsibility 2017 PLAN	Corporate responsibility 2017-2 PLAN	Corporate responsibility 2018 PLAN X	Corporate responsibility 2018-2 PLAN X	Corporate responsibility 2019 PLAN X	Corporate responsibility 2019-2 PLAN X	Corporate responsibility 2020 PLAN X

Fiscal 2021 Universal Registration Document

6. Corporate governance

Restricted shares granted to Group managers

TABLE 9, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2009-16