Fiscal 2022 Universal Registration Document

4 CONSOLIDATED FINANCIAL STATEMENTS

5.2.2 Expense recognized during the fiscal year

The expense recognized in the Fiscal 2022 income statement for restricted shares is 38 million euros (33 million euros in Fiscal 2021).

5.3 Group headcount

The following table shows the headcount of Group employees:

  AUGUST 31, 2022 AUGUST 31, 2021
AVERAGE HEADCOUNT AS OF AUGUST 31 AVERAGE HEADCOUNT AS OF AUGUST 31

AUGUST 31, 2022

418,393
AVERAGE HEADCOUNT AS OF AUGUST 31

AUGUST 31, 2021

409,100
TOTAL HEADCOUNT AS OF AUGUST 31 TOTAL HEADCOUNT AS OF AUGUST 31

AUGUST 31, 2022

421,991
TOTAL HEADCOUNT AS OF AUGUST 31

AUGUST 31, 2021

412,088

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5.4 Compensation, loans, post-employment benefits and other benefits granted to Board members and the Executive Committee

The compensation, loans, post-employment benefits and other benefits granted to Board members, the Executive Committee,including the Group Chief Executive Officer of Sodexo in office as of August 31, 2021 and the Chairwoman and Chief Executive Officer as of August 31, 2022 respectively for Fiscal 2021 and Fiscal 2022 comprise the following:

(in euro) FISCAL 2022 FISCAL 2021

Short-term benefits*

Short-term benefits*

FISCAL 2022

12,890,980

Short-term benefits*

FISCAL 2021

14,221,131

Post-employment benefits Post-employment benefits

FISCAL 2022

63,187

Post-employment benefits

FISCAL 2021

229,350

Fair value of free shares at the grant date Fair value of free shares at the grant date

FISCAL 2022

10,669,789

Fair value of free shares at the grant date

FISCAL 2021

12,203,100

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*Short-term benefits correspond to compensations paid by the Group to Board members and to the Executive Committee during Fiscal 2022  (including variable compensations of the prior year).

These benefits include directors’ compensation, and all forms of compensation and benefits paid (or earned during the period for offices held) by Sodexo S.A., other Sodexo Group companies or Bellon SA.

In addition, Executive Committee members of the Group, holdingan employment contract with one of its French subsidiaries, are beneficiaries of a defined benefit pension plan governed by article L.137-11-2 of the French Social Security Code. This pension plan was introduced in 2021 in line with the following rules: subject to one year of seniority within the Group, pension rights of up to 0.5% per year are granted for the first five years of the plan, and then up to 1% beyond five years, not exceeding a total of 10%. The rights are determined based on the fixed and variable compensation received during the calendar year. The rights vest subject to an achievement rate for annual variable compensation targets. The resulting pension will top up the pensions provided by the basic compulsory plans and will not generate any corresponding obligation on the Company’s balance sheet.

As a reminder, Denis Machuel, Group Chief Executive Officer from January 23, 2018, to September 30, 2021 was paid by Sodexo S.A. but did not have an employment contract with Sodexo S.A.

Sophie Bellon, Chairwoman and Group Chief Executive Officer since October 1, 2021 is paid by Sodexo S.A. but do not have an employment contract with Sodexo S.A.

The Company has entered into non-compete clauses with a maximum term of 24 months with the Chairwoman and Chief Executive Officer and the members of the Executive Committee in order to protect the Group by restricting their freedom to hold a position as employee or director, or carry out any consulting work, for any of Sodexo’s competitors, either directly or through another legal entity.

No loans have been granted to the Board or Executive Committee members.