Fiscal 2022 Universal Registration Document

Fifteenth resolution

(AUTHORIZATION FOR THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY)

Having considered the Board of Directors’ Report, the Shareholders' Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders' Meetings and in accordance with articles L.22-10-62 et seq. of the French Commercial Code, articles 241-1 et seq. of the General Regulations of the French Securities Regulator (Autorité des marchés financiers – AMF) and the European regulatory framework applicable to market abuse (based on Regulation (EU) no. 596/2014 of April 16, 2014), authorizes the Board of Directors — with powers to subdelegate within the law – to purchase or arrange for the purchase of Sodexo shares to be used, inter alia, for the following purposes:

• to implement a stock option plan enabling beneficiaries to acquire – for consideration and by all authorized means – shares of the Company in accordance with articles L.225-177 et seq. of the French Commercial Code or any similar plan, with the beneficiaries notably including (i) employees and/or corporate officers of the Company or of companies or groupings affiliated to it under the conditions provided for in article L.225-180 of the French Commercial Code, and/or (ii) any other beneficiary authorized by law to receive such stock options; or
• to grant restricted shares of the Company in accordance with articles L.225-197-1 et seq. of the French Commercial Code, notably to (i) employees of the Company or of companies or groupings affiliated to it under the conditions provided for in article L.225-197-2 of the French Commercial Code, and/or (ii) corporate officers of the Company or of companies or groupings affiliated to it under the conditions provided for in article L.225-197-1 II of the French Commercial Code, and/or (iii) any other beneficiary authorized by law to receive such share grants; or
• to allocate or sell shares to employees in connection with an employee profit sharing plan or a company or Group share purchase plan (or equivalent plan) under the conditions provided for by French law, including articles L.3332-1 et seq. of the French Labor Code; or
• to transfer shares upon exercise of rights attached to securities issued by the Company or, as authorized by law, by entities affiliated to it, which give access to Company shares through reimbursement, conversion, exchange, presentation of a warrant or any other method; or
• to reduce the Company’s share capital by canceling shares within the limits provided for by law and by the sixteenth resolution adopted by this Annual Shareholders’ Meeting or any future resolution with the same effect that may be adopted during the period in which this authorization remains valid; or
• to transfer shares as a means of exchange, payment or otherwise in connection with mergers and acquisitions; or
• to carry out market-making in Sodexo shares under a liquidity contract with an investment services provider, in accordance with the market practices accepted by the AMF; or
• generally, to fulfill the obligations related to stock option plans or other share grants to employees or Corporate Officers of the Company or an affiliated company.

The program is also intended to permit the implementation of any market practices that may be authorized at a future date by the AMF and, generally, the execution of any other transaction that complies with the applicable regulations. In this case, shareholders will be notified by means of a press release.

The transactions provided for pursuant to this resolution may be carried out by any method, on one or more occasions, in particular on all markets or over-the-counter, including through the use of any financial instruments, options or derivatives and by means of block purchases or sales or in any other way, or alternatively with a services provider or market member referred to in article L.225-206 of the French Commercial Code. The transactions may take place at any time, subject to the limits authorized by the applicable laws and regulations, other than during a public tender offer for the Company’s shares. In the event of such a public tender offer, unless prior consent is given by a Shareholders’ Meeting, the Board of Directors may not use this authorization and the Company may not implement any share buyback program from the time when the third party concerned submits the offer until the end of the offer period.

The Shareholders’ Meeting resolves that the maximum number of shares acquired pursuant to this resolution may not exceed 10% of the Company’s share capital as of the date of this Meeting (i.e., as an indication, as of August 31, 2022, a maximum of 14,745,488 shares), it being stipulated that if this authorization is used, the existing number of treasury shares must be taken into account such that the Company does not at any time hold more treasury shares than the legally permitted maximum of 10% of its share capital.

The Shareholders’ Meeting resolves that the maximum price paid for shares purchased under this resolution may not exceed 95 euros per share. However, the Shareholders’ Meeting authorizes the Board of Directors to adjust this maximum purchase price in the event of a change in the par value of the Company’s shares, a capital increase carried out by capitalizing reserves, a free allocation of shares, a stock split or reverse stock split, the distribution of reserves or any other assets, a redemption of capital, or any other transaction affecting the Company’s capital or equity, in order to take into account the impact of the transaction on the share price.

The Shareholders’ Meeting resolves that the total amount allocated to the share buyback program may not exceed 1.4 billion euros.

The Shareholders’ Meeting acknowledges that this authorization is granted for a period of eighteen (18) months from the date of this Meeting and cancels, with effect from this day, any unused portion of any prior authorization granted to the Board of Directors for the same purpose.

Full powers are given to the Board of Directors – with powers to subdelegate within the law – to decide on and act on the present authorization, to clarify its terms if necessary and determine its specific details, to carry out share purchases and to place stock market orders and enter into agreements, in particular for the keeping of share purchase and sale registers, to allocate or reallocate purchased shares to the desired objectives in accordance with applicable laws and regulations, to establish the procedures necessary to safeguard, should the need arise, the rights of holders of securities or options, in accordance with applicable laws, regulations or contracts, and to make filings and carry out other formalities, and generally do all that is necessary.