Universal Registration Document - Fiscal 2023

Plans granted during Fiscal 2023

The plans granted on January 31, 2023 and June 28, 2023 provide for identical performance conditions, as follows:

the achievement of a revenue growth target measured between Fiscal 2023 and 2025 on a Group, North America or Pluxee activity scope according to the beneficiary’s scope of responsibility ;
the achievement of the Group underlying operating profit margin targets in Fiscal 2023, 2024 and 2025, measured on a Group, North America or Pluxee activity scope according to the beneficiary's scope of responsibility ;
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). Note that no shares will vest for a performance below the median. On Pluxee activity scope, the achievement of an EBITDA increase relative to the competition for Fiscal 2023, 2024 and 2025;
the achievement of a diversity target geared towards encouraging a high percentage of women among top management positions, measured at the end of Fiscal 2025, on a Group or Pluxee activity according to the beneficiary’s scope of responsibility;
the achievement of internal sustainable development targets as of August 31, 2025 based on 4 criteria for Group beneficiaries (responsible procurement, reduction of food waste, energy management, healthy and sustainable food offerings) or on 2 criteria for Pluxee beneficiaries.

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

	2018-2 PLAN	2019 PLAN	2019-2 PLAN	2020 PLAN	2022 PLAN	2022-2 PLAN	2023 PLAN	2023-2 PLAN
Date of Annual Shareholders Meeting	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 Annual Shareholders Meeting 2023 PLAN 12/14/2021	Date of Annual Shareholders Meeting 2023-2 PLAN 12/14/2021
Date of grant by the Board of Directors	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	Date of grant by the Board of Directors 2023 PLAN 01/31/2023	Date of grant by the Board of Directors 2023-2 PLAN 06/28/2023
Total number of shares granted	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 shares granted 2023 PLAN 826,148	Total number of shares granted 2023-2 PLAN 26,672
Total number of beneficiaries	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	Total number of beneficiaries 2023 PLAN 2,332	Total number of beneficiaries 2023-2 PLAN 41
% of share capital	% of share capital2018-2 PLAN0.02%	% of share capital2019 PLAN0.55%	% of share capital2019-2 PLAN0.01%	% of share capital2020 PLAN0.63%	% of share capital2022 PLAN0.55%	% of share capital2022-2 PLAN0.02%	% of share capital2023 PLAN0.56%	% of share capital2023-2 PLAN0.02%
Performance conditions
Underlying operating profit	Underlying operating profit 2018-2 PLAN X	Underlying operating profit 2019 PLAN X	Underlying operating profit 2019-2 PLAN X	Underlying operating profit 2020 PLAN X	Underlying operating profit 2022 PLAN X	Underlying operating profit 2022-2 PLAN X	Underlying operating profit 2023 PLAN X	Underlying operating profit 2023-2 PLAN X
Revenue	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	Revenue 2023 PLAN X	Revenue 2023-2 PLAN X
TSR	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	TSR 2023 PLAN X	TSR 2023-2 PLAN X
Corporate responsibility	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	Corporate responsibility 2023 PLAN X	Corporate responsibility 2023-2 PLAN X
Plans
Vesting date	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	Vesting date 2023 PLAN 01/30/2026	Vesting date 2023-2 PLAN 06/27/2026
Availability date	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	Availability date 2023 PLAN 01/31/2026	Availability date 2023-2 PLAN 06/28/2026
Total number of shares granted	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 shares granted 2023 PLAN 826,148	Total number of shares granted 2023-2 PLAN 26,672
o/w to Corporate Officers	o/w to Corporate Officers 2018-2 PLAN	o/w to Corporate Officers 2019 PLAN 22,000	o/w to Corporate Officers 2019-2 PLAN	o/w to Corporate Officers 2020 PLAN 28,000	o/w to Corporate Officers 2022 PLAN 0	o/w to Corporate Officers 2022-2 PLAN 0	o/w to Corporate Officers 2023 PLAN 34,110	o/w to Corporate Officers 2023-2 PLAN 0
% of share capital	% of share capital2018-2 PLAN0.00%	% of share capital2019 PLAN0.01%	% of share capital2019-2 PLAN0.00%	% of share capital2020 PLAN0.02%	% of share capital2022 PLAN0.00%	% of share capital2022-2 PLAN0.00%	% of share capital2023 PLAN0.02%	% of share capital2023-2 PLAN0.00%
Aggregate number of shares canceled	Aggregate number of shares canceled 2018-2 PLAN 21,800	Aggregate number of shares canceled 2019 PLAN 489,294	Aggregate number of shares canceled 2019-2 PLAN 5,748	Aggregate number of shares canceled 2020 PLAN 194,340	Aggregate number of shares canceled 2022 PLAN 79,360	Aggregate number of shares canceled 2022-2 PLAN 0	Aggregate number of shares canceled 2023 PLAN 10,347	Aggregate number of shares canceled 2023-2 PLAN 684
Shares forfeited due to performance conditions not being met	Shares forfeited due to performance conditions not being met 2018-2 PLAN 10,041	Shares forfeited due to performance conditions not being met 2019 PLAN 251,118	Shares forfeited due to performance conditions not being met 2019-2 PLAN 3,248	Shares forfeited due to performance conditions not being met 2020 PLAN N/A	Shares forfeited due to performance conditions not being met 2022 PLAN N/A	Shares forfeited due to performance conditions not being met 2022-2 PLAN N/A	Shares forfeited due to performance conditions not being met 2023 PLAN N/A	Shares forfeited due to performance conditions not being met 2023-2 PLAN N/A
Vested shares	Vested shares2018-2 PLAN12,300	Vested shares2019 PLAN320,260	Vested shares2019-2 PLAN4,252	Vested shares2020 PLANN/A	Vested shares2022 PLANN/A	Vested shares2022-2 PLANN/A	Vested shares2023 PLANN/A	Vested shares2023-2 PLANN/A
Accelerated vesting for death and disability	Accelerated vesting for death and disability2018-2 PLAN0	Accelerated vesting for death and disability2019 PLAN1,436	Accelerated vesting for death and disability2019-2 PLAN0	Accelerated vesting for death and disability2020 PLAN770	Accelerated vesting for death and disability2022 PLAN160	Accelerated vesting for death and disability2022-2 PLAN0	Accelerated vesting for death and disability2023 PLAN0	Accelerated vesting for death and disability2023-2 PLAN0
TOTAL OF THE PLANS AT AUGUST 31, 2023	TOTAL OF THE PLANS AT AUGUST 31, 20232018-2 PLAN0	TOTAL OF THE PLANS AT AUGUST 31, 20232019 PLAN0	TOTAL OF THE PLANS AT AUGUST 31, 20232019-2 PLAN0	TOTAL OF THE PLANS AT AUGUST 31, 20232020 PLAN727,730	TOTAL OF THE PLANS AT AUGUST 31, 20232022 PLAN730,020	TOTAL OF THE PLANS AT AUGUST 31, 20232022-2 PLAN25,089	TOTAL OF THE PLANS AT AUGUST 31, 20232023 PLAN815,801	TOTAL OF THE PLANS AT AUGUST 31, 20232023-2 PLAN25,988

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As at August 31, 2023, a total of 2,324,628 restricted shares had been granted to Group managers and Corporate Officers and not yet vested (representing approximately 1.58% of the Company’s share capital as of the date of the Annual Shareholders Meeting of December 14, 2021), for a total amount of approximately 171 million euros (as measured in accordance with IFRS at the grant date).

Summary of restricted shares granted to the ten Group employees (other than Corporate Officers) receiving the highest number of shares or for whom the higher number vested

	TOTAL NUMBER OF SHARES	PLAN DATE
Shares granted during Fiscal 2023 to the ten Group employees receiving the largest number of restricted shares (aggregate information)	Shares granted during Fiscal 2023 to the ten Group employees receiving the largest number of restricted shares (aggregate information) TOTAL NUMBER OF SHARES 122,815	Shares granted during Fiscal 2023 to the ten Group employees receiving the largest number of restricted shares (aggregate information) PLAN DATE01/31/2023 06/28/2023
Shares vested during Fiscal 2023 for the ten Group employees receiving the largest number of restricted shares (aggregate information)	Shares vested during Fiscal 2023 for the ten Group employees receiving the largest number of restricted shares (aggregate information) TOTAL NUMBER OF SHARES 29,108	Shares vested during Fiscal 2023 for the ten Group employees receiving the largest number of restricted shares (aggregate information) PLAN DATE09/13/2018 06/19/2019 11/06/2019