Fiscal 2021 Universal Registration Document

7.3.5 Share buy-back program

As a reminder:

• the Combined Annual Shareholders Meeting ofvauthorized the Board of Directors, in its 13th resolution, to purchase or arrange for the purchase of Company shares within the limit of 5% of the total number of shares comprising the share capital as of January 21, 2020 (i.e., a total of 7,372,744 shares), for a period of 18 months. The maximum purchase price of shares pursuant to the authorization could not exceed 120 euro per share and the total amount allocated to the authorized share buy-back program could not exceed 885 million euro;
• the Ordinary Annual Shareholders Meeting of January 12, 2021 , after having terminated the previous authorization, again authorized the Board of Directors, in its 15th resolution, to purchase or arrange for the purchase of Company shares for a further period of 18 months. The maximum purchase price pursuant to this authorization could not exceed 90 euro per share and the total amount allocated to the authorized share buy-back program could not exceed 663 million euro.

The above authorizations have been granted in order to cover restricted share plans, cancel treasury shares by reducing the share capital and/or facilitate the Sodexo liquidity contract. For more information about the objectives targeted by the two authorizations mentioned above, please refer to chapter 7 of the Fiscal 2019 and Fiscal 2020 Universal Registration Documents.

During Fiscal 2021, the Board of Directors implemented the abovementioned authorizations as follows:

• Sodexo repurchased 150,000 shares (representing 0.1% of the share capital) at an average price of 74.06 euro per share plus trading fees of 38,660 euro excluding taxes;
• Sodexo transferred 414,045 shares for delivery under restricted share plans.

Further, under the liquidity contract concluded between Sodexo and Exane, the following transactions were carried out:

• purchase of 2,941,129 shares for a total amount of 885,672.64 euro, at an average price of 73.78 euro;
• sale of 2,952,842 shares for an aggregate amount of 893,907.05 euro, at an average price of 73.87 euro.

On June 22, 2021, the AMF renewed and updated the accepted market practice for liquidity contracts and reduced the maximum amount of liquidity contracts for Companies with liquid securities. As a result, Sodexo has reduced the resources allocated to the liquidity contract. As of August 31, 2021, the following amounts were booked to the account:

• 120,009 shares;
• 5,416,006 euro.

As at August 31, 2021

• Sodexo directly held 1,166,593 of its own shares (representing 0.8% of the share capital) intended to hedge various restricted share plans set up for Group employees (for more information about restricted share plans, please refer to section 6.5 of this document);
• the total carrying amount of the treasury shares portfolio was 108 million euro;
• the Sodexo liquidity account was composed of 120,009 shares.

Since August 31, 2021, the Company has not purchased Sodexo shares other than through its liquidity contract.

Detailed information on these transactions may be found on the Sodexo website in the “Regulated information” section.

7.3.6 Description of the share buy-back program subject to the authorization of the Combined Annual Shareholders Meeting to be held on December 14, 2021

The Board of Directors proposes that the Annual Shareholders Meeting to be held on December 14, 2021, in its 15th resolution, renews the authorization granted to the Board to repurchase Sodexo shares pursuant to articles L.225-209 et seq. of the French Commercial Code, articles 241-1 et seq. of the General Regulation of the AMF and the European rules applicable to market abuses under European regulation (UE) no. 596/2014 of April 16, 2014. The new share buy-back program would be in particular, intended to cover restricted share plans, to reduce the Company’s share capital through the cancellation of shares and to trade in the shares within the context of the existing liquidity contract.

The maximum number of shares that may be purchased under this new share buy-back program would be set at 5% of the total number of shares comprising the Company’s capital as of the date of the Annual Shareholders Meeting on December 14, 2021, i.e., as of August 31, 2021, a maximum number of 7,372,744 shares.

The maximum share purchase price under this share buy-back program may not exceed 95 euro per share and the total amount allocated to the program may not exceed 700 million euro.

This authorization would be valid for a period of 18 months, replacing the authorization given for the same purpose by the Annual Shareholders Meeting on January 12, 2021 , in its 15th resolution.

For further information about this authorization submitted to a vote at the Annual Shareholders Meeting on December 14, 2021, please refer to the draft resolutions presented in chapter 8 of this Universal Registration Document.