Universal Registration Document - Fiscal 2023

4. Consolidated financial statements

5.2 Share-based payments

ACCOUNTING PRINCIPLES

Some Group employees receive compensation in the form of share-based payments, for which payment is made in equity instruments.

In accordance with IFRS 2 “Share-based Payments”, these plans are classified as equity-settled share-based payment transactions and, accordingly, the services compensated by these plans are recognized as an operating expense over the vesting period (i.e. the period in which the service and, where applicable, the performance conditions are fulfilled), with a corresponding entry recorded in shareholders' equity.

The services compensated by these plans are recognized as an expense, with the offset recognized in shareholders’ equity, over the vesting period. The amount of expense recognized in each period is determined by reference to the fair value of the equity instruments granted, as of the grant date.

The fair value of restricted shares is estimated at the date of grant based on the share price at that date after deductions for dividends on the shares that will not be paid to beneficiaries during the vesting period. The fair value of restricted shares subject to a performance condition based on Total Shareholder Return is estimated using a binomial model that takes into account the vesting conditions.

Each year, Sodexo reassesses the number of shares that are likely to be delivered to beneficiaries of restricted shares based on the applicable vesting conditions. The impact of any change in estimates is recognized in the income statement, with the offset recognized in shareholders’ equity.

5.2.1 Restricted share plans
PRINCIPLE FEATURES OF RESTRICTED SHARE PLANS

Rules governing restricted share plans are as follows:

  • shares vest only if the beneficiary is still working for the Group on the vesting date; in addition, some restricted share grants are subject to performance conditions;
  • from 2020, the presence condition is 3 years from the grant date, which is consistent with the acquisition period and the performance conditions evaluation; This presence condition applies to all beneficiaries;
  • the proportion of shares subject to a performance condition ranges from 10% to 100%, depending on the total number of shares awarded.

The performance criteria applied are directly linked to the Group's strategic priorities and are intended to measure performance in a global manner:

  • two criteria linked to the Group’s financial performance with the revenue and the underlying operating profit margin excluding currency effects from 2020 plans;
  • two criteria are subject to the achievement of Corporate Responsibility objectives including diversity in top Group management as well as an internal objective of sustainable development for the shares granted since 2020;
  • a performance criterion is related to stock market performance with the TSR (Total Shareholder Return) of Sodexo compared to that of one peer group. This one is made up of companies selected based on their size, the similarity of their operations to those of Sodexo and the fact that they all operate in the outsourcing and shared services industry. For 2023 and 2022 plans, 7 companies were included in the panel (Aramark, Compass, Edenred, Elior, ISS, Rentokil, Securitas).
MOVEMENTS IN FISCAL 2023 AND FISCAL 2022

The table below shows movements in restricted shares in Fiscal 2023 and Fiscal 2022:

  FISCAL 2023 FISCAL 2022
Outstanding at the beginning of the year Outstanding at the beginning of the year

FISCAL 2023

2,287,665
Outstanding at the beginning of the year

FISCAL 2022

2,315,627
Granted during the year

Granted during the year

FISCAL 2023

852,820

Granted during the year

FISCAL 2022

834,629

Forfeited during the year

Forfeited during the year

FISCAL 2023

(478,279)

Forfeited during the year

FISCAL 2022

(423,329)

Delivered during the year

Delivered during the year

FISCAL 2023

(337,578)

Delivered during the year

FISCAL 2022

(439,262)

Outstanding at the end of the year Outstanding at the end of the year

FISCAL 2023

2,324,628
Outstanding at the end of the year

FISCAL 2022

2,287,665

The weighted average fair value of the restricted shares granted in Fiscal 2023 is 80.68 euros per share (73.48 euros per share granted in Fiscal 2022).

The table below shows the grant dates of restricted shares outstanding as of August 31, 2023, the assumptions used to estimate their fair value at the grant date and the number of restricted shares outstanding at the period end:

DATE OF GRANT   VESTING PERIOD (in years) EXPECTED DIVIDEND YIELD (in %) RISK-FREE INTEREST RATE (in %) VOLATILITY*(in %) NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31, 2023
November 20, 2020 November 20, 2020

 

International

November 20, 2020

VESTING PERIOD

(in years)

3

November 20, 2020

EXPECTED DIVIDEND YIELD

(in %)

1.8%

November 20, 2020RISK-FREE

INTEREST RATE

(in %)

0.0%

November 20, 2020

VOLATILITY*

(in %)

38.8%

November 20, 2020

NUMBER OF SHARES OUTSTANDING AS OF

AUGUST 31, 2023

727,730

February 1, 2022

February 1, 2022

 

International

February 1, 2022

VESTING PERIOD

(in years)

3

February 1, 2022

EXPECTED DIVIDEND YIELD

(in %)

3.0%

February 1, 2022

RISK-FREE

INTEREST RATE

(in %)

0.0%

February 1, 2022

VOLATILITY*

(in %)

39.0%

February 1, 2022

NUMBER OF SHARES OUTSTANDING AS OF

AUGUST 31, 2023

730,020

June 22, 2022

June 22, 2022

 

International

June 22, 2022

VESTING PERIOD

(in years)

3

June 22, 2022

EXPECTED DIVIDEND YIELD

(in %)

3.8%

June 22, 2022

RISK-FREE

INTEREST RATE

(in %)

1.4%

June 22, 2022

VOLATILITY*

(in %)

43.7%

June 22, 2022

NUMBER OF SHARES OUTSTANDING AS OF

AUGUST 31, 2023

25,089

January 31, 2023

January 31, 2023

 

International

January 31, 2023

VESTING PERIOD

(in years)

3

January 31, 2023

EXPECTED DIVIDEND YIELD

(in %)

3.3%

January 31, 2023

RISK-FREE

INTEREST RATE

(in %)

2.8%

January 31, 2023

VOLATILITY*

(in %)

37.9%

January 31, 2023

NUMBER OF SHARES OUTSTANDING AS OF

AUGUST 31, 2023

815,801

June 28, 2023

June 28, 2023

 

International

June 28, 2023

VESTING PERIOD

(in years)

3

June 28, 2023

EXPECTED DIVIDEND YIELD

(in %)

2.9%

June 28, 2023

RISK-FREE

INTEREST RATE

(in %)

3.0%

June 28, 2023

VOLATILITY*

(in %)

27.8%

June 28, 2023

NUMBER OF SHARES OUTSTANDING AS OF

AUGUST 31, 2023

25,988

TOTAL TOTAL

 

 

TOTAL

VESTING PERIOD

(in years)

 

TOTAL

EXPECTED DIVIDEND YIELD

(in %)

 

TOTALRISK-FREE

INTEREST RATE

(in %)

 

TOTAL

VOLATILITY*

(in %)

 

TOTAL

NUMBER OF SHARES OUTSTANDING AS OF

AUGUST 31, 2023
2,324,628

* Applicable for the portion of the restricted share grants subject to the TSR performance condition. Volatility is determined by reference to the share’s historical weighted average volatility over a certain period prior to the grant date and the implicit volatility expected by the market.