Fiscal 2022 Universal Registration Document

The plans granted on February 1, 2022 and June 22, 2022 stipulate the following performance conditions:

the achievement of a diversity target geared toward encouraging the promotion of women to top management positions;
the achievement of targets based on an internal sustainable development scorecard for August 31, 2024, based on four criteria: building a low-carbon supply chain, fighting food waste, promoting innovative energy solutions, promoting plant-based meals options;
the achievement of a revenue target during Fiscal 2024;
the achievement of the Group profit margin targets in Fiscal 2022, 2023 and 2024;
the achievement of a total shareholder return (TSR) target measured over three years and compared with a panel of seven companies (Aramark, Compass, Edenred, Elior, ISS, Rentokil and Securitas). The performance scale is presented below:

Sodexo TSR rank	Percentage of shares that vest *
1^st quartile	1^st quartile Percentage of shares that vest * 100%
2^nd quartile	2^nd quartile Percentage of shares that vest * 50-100%
Median	Median Percentage of shares that vest * 50%
Below the median	Below the median Percentage of shares that vest * 0%

* Between the two targets, the percentage of shares vested will be linearly proportional and rounded down to the nearest whole number.

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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 2021-02

	2017‑2 PLAN	2018 PLAN	2018‑2 PLAN	2019 PLAN	2019‑2 PLAN	2020 PLAN	2022 PLAN	2022‑2 PLAN
Date of Annual Shareholders Meeting	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 Annual Shareholders Meeting 2022 PLAN 12/14/2021	Date of Annual Shareholders Meeting 2022‑2 PLAN 12/14/2021
Date of grant by the Board of Directors	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	Date of grant by the Board of Directors 2022 PLAN 02/01/2022	Date of grant by the Board of Directors 2022‑2 PLAN 06/22/2022
Total number of shares granted	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 shares granted 2022 PLAN 809,540	Total number of shares granted 2022‑2 PLAN 25,089
Total number of beneficiaries	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	Total number of beneficiaries 2022 PLAN 2,181	Total number of beneficiaries 2022‑2 PLAN 25
% of share capital	% of share capital 2017‑2 PLAN 0.01%	% of share capital 2018 PLAN 0.62%	% of share capital 2018‑2 PLAN 0.02%	% of share capital 2019 PLAN 0.55%	% of share capital 2019‑2 PLAN 0.01%	% of share capital 2020 PLAN 0.63%	% of share capital 2022 PLAN 0.55%	% of share capital 2022‑2 PLAN 0.02%
Performance conditions
Operating profit	Operating profit 2017‑2 PLAN X	Operating profit 2018 PLAN X	Operating profit 2018‑2 PLAN X	Operating profit 2019 PLAN X	Operating profit 2019‑2 PLAN X	Operating profit 2020 PLAN X	Operating profit 2022 PLAN X	Operating profit 2022‑2 PLAN X
Revenue	Revenue 2017‑2 PLAN	Revenue 2018 PLAN	Revenue 2018‑2 PLAN	Revenue 2019 PLAN X	Revenue 2019‑2 PLAN X	Revenue 2020 PLAN X	Revenue 2022 PLAN X	Revenue 2022‑2 PLAN X
TSR	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	TSR 2022 PLAN X	TSR 2022‑2 PLAN X
Corporate responsibility	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	Corporate responsibility 2022 PLAN X	Corporate responsibility 2022‑2 PLAN X
Plans
Vesting date	Vesting date 2017‑2 PLAN 09/14/2021	Vesting date 2018 PLAN 04/27/2022	Vesting date 2018‑2 PLAN 09/13/2022	Vesting date 2019 PLAN 06/19/2023	Vesting date 2019‑2 PLAN 06/19/2023	Vesting date 2020 PLAN 01/25/2024	Vesting date 2022 PLAN 02/01/2025	Vesting date 2022‑2 PLAN 06/22/2025
Availability date	Availability date 2017‑2 PLAN 09/14/2021	Availability date 2018 PLAN 04/27/2022	Availability date 2018‑2 PLAN 09/13/2022	Availability date 2019 PLAN 06/19/2023	Availability date 2019‑2 PLAN 06/19/2023	Availability date 2020 PLAN 01/25/2024	Availability date 2022 PLAN 02/03/2025	Availability date 2022‑2 PLAN 06/23/2025
Total number of shares granted	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 shares granted 2022 PLAN 809,540	Total number of shares granted 2022‑2 PLAN 25,089
Number of shares granted to the Corporate Officer	Number of shares granted to the Corporate Officer 2017‑2 PLAN	Number of shares granted to the Corporate Officer 2018 PLAN 25,000	Number of shares granted to the Corporate Officer 2018‑2 PLAN	Number of shares granted to the Corporate Officer 2019 PLAN 22,000	Number of shares granted to the Corporate Officer 2019‑2 PLAN	Number of shares granted to the Corporate Officer 2020 PLAN 28,000	Number of shares granted to the Corporate Officer 2022 PLAN 0	Number of shares granted to the Corporate Officer 2022‑2 PLAN 0
% of share capital	% of share capital 2017‑2 PLAN 0.00%	% of share capital 2018 PLAN 0.02%	% of share capital 2018‑2 PLAN 0.00%	% of share capital 2019 PLAN 0.01%	% of share capital 2019‑2 PLAN 0.00%	% of share capital 2020 PLAN 0.02%	% of share capital 2022 PLAN 0.00%	% of share capital 2022‑2 PLAN 0.00%
Aggregate number of shares canceled	Aggregate number of shares canceled 2017‑2 PLAN (1,000)	Aggregate number of shares canceled 2018 PLAN (239,376)	Aggregate number of shares canceled 2018‑2 PLAN (10,100)	Aggregate number of shares canceled 2019 PLAN (185,043)	Aggregate number of shares canceled 2019‑2 PLAN (2,000)	Aggregate number of shares canceled 2020 PLAN (122,200)	Aggregate number of shares canceled 2022 PLAN (10,690)	Aggregate number of shares canceled 2022‑2 PLAN 0
Shares forfeited due to performance conditions not being met	Shares forfeited due to performance conditions not being met 2017‑2 PLAN 7,300	Shares forfeited due to performance conditions not being met 2018 PLAN 243,832	Shares forfeited due to performance conditions not being met 2018‑2 PLAN	Shares forfeited due to performance conditions not being met 2019 PLAN	Shares forfeited due to performance conditions not being met 2019‑2 PLAN	Shares forfeited due to performance conditions not being met 2020 PLAN	Shares forfeited due to performance conditions not being met 2022 PLAN	Shares forfeited due to performance conditions not being met 2022‑2 PLAN
Vested shares	Vested shares 2017‑2 PLAN 5,700	Vested shares 2018 PLAN 432,812	Vested shares 2018‑2 PLAN	Vested shares 2019 PLAN	Vested shares 2019‑2 PLAN	Vested shares 2020 PLAN	Vested shares 2022 PLAN	Vested shares 2022‑2 PLAN
Accelerated vesting for death and disability	Accelerated vesting for death and disability 2017‑2 PLAN 0	Accelerated vesting for death and disability 2018 PLAN 1,860	Accelerated vesting for death and disability 2018‑2 PLAN 0	Accelerated vesting for death and disability 2019 PLAN 1,090	Accelerated vesting for death and disability 2019‑2 PLAN	Accelerated vesting for death and disability 2020 PLAN 510	Accelerated vesting for death and disability 2022 PLAN 0	Accelerated vesting for death and disability 2022‑2 PLAN 0
TOTAL OF THE PLANS AT August 31, 2022	TOTAL OF THE PLANS AT August 31, 2022 2017‑2 PLAN 0	TOTAL OF THE PLANS AT August 31, 2022 2018 PLAN 0	TOTAL OF THE PLANS AT August 31, 2022 2018‑2 PLAN 24,000	TOTAL OF THE PLANS AT August 31, 2022 2019 PLAN 624,857	TOTAL OF THE PLANS AT August 31, 2022 2019‑2 PLAN 8,000	TOTAL OF THE PLANS AT August 31, 2022 2020 PLAN 800,130	TOTAL OF THE PLANS AT August 31, 2022 2022 PLAN 798,850	TOTAL OF THE PLANS AT August 31, 2022 2022‑2 PLAN 25,089

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As of August 31, 2021, a total of 2,280,926 restricted shares had been granted to Group managers and not yet vested (representing approximately 1.55% of the Company’s share capital as of the date of the Annual General Meeting of December 14, 2021), for a total amount of approximately 165 million euros (as measured in accordance with IFRS at the grant date).

Fiscal 2022 Universal Registration Document

6 CORPORATE GOVERNANCE

Restricted shares granted to Group managers

TABLE 9, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02