Universal Registration Document - Fiscal 2023

On November 29, 2022, Citigroup Inc. also crossed the 1% of voting rights threshold to hold 2.2% of the share capital and 1.5% of the voting rights. Respectively on December 28, 2022 and December 30, 2022, the 1% voting rights threshold has been crossed downwards to hold 1.3% of the share capital and 0.9% of the voting rights, then upwards to hold 2.1% of the share capital and 1.4% of the voting rights. Citigroup Inc. finally declared having crossed the threshold of 1% of voting rights downwards on January 6, 2023 and holding 1.2% of the share capital and 0.8% of the voting rights.

As of the date of this Universal Registration Document and to the best of Sodexo’s knowledge:

• after the close of Fiscal 2023, the Company has received no statutory threshold crossing declaration;
• only Bellon SA, Artisan Partners Limited Partnership, First Eagle Investment Management, BlackRock Inc. and MFS Investment Management hold 2% or more of the share capital or voting rights of Sodexo, directly or indirectly, through the companies they control, individually, or in concert;
• there are no shareholder agreements in place and no agreements that, if implemented, could result in a change of control of Sodexo.

8.3.5 Share buy-back program

As a reminder:

• the Ordinary Annual Shareholders Meeting of December 14, 2021, after having terminated the previous authorization, again authorized the Board of Directors, in its 15th resolution, to purchase or arrange for the purchase of Company shares for a further period of 18 months. The maximum purchase price pursuant to this authorization could not exceed 95 euros per share and the total amount allocated to the authorized share buy-back program could not exceed 700 million euros.
• the Ordinary Annual Shareholders Meeting of December 19, 2022, after having terminated the previous authorization, again authorized the Board of Directors, in its 15th resolution, to purchase or arrange for the purchase of Company shares for a further period of 18 months. The maximum purchase price pursuant to this authorization could not exceed 95 euros per share and the total amount allocated to the authorized share buy-back program could not exceed 1.4 billion euros.

The above authorizations have been granted in order to cover restricted share plans, cancel treasury shares by reducing the share capital and/or facilitate the Sodexo liquidity contract. For more information about the objectives targeted by the two authorizations mentioned above, please refer to chapter 7 of the Fiscal 2021 and Fiscal 2022 Universal Registration Documents.

During Fiscal 2023, the Board of Directors used the above-mentioned authorizations as follows:

• Sodexo repurchased 638,532 shares (representing 0.43% of the share capital) at an average price of 88.76 euros per share plus trading fees of 197,231 euros excluding taxes;
• Sodexo transferred 337,728 shares for delivery under free share allocation plans.

Further, under the liquidity contract concluded between Sodexo and Exane, the following transactions were carried out during Fiscal 2023:

• purchase of 1,074,854 shares for a total amount of 93,564,216.35 euros, at an average price of 87.048 euros;
• sale of 1,132,634 shares for an aggregate amount of 98,974,418.30 euros, at an average price of 87.384 euros.

On June 22, 2021, the AMF renewed and updated the accepted market practice for liquidity contracts and reduced the maximum amount of liquidity contracts for companies with liquid securities. As a result, Sodexo has reduced the resources allocated to the liquidity contract. As of August 31, 2023, the following amounts were booked to the account:

• 6,000 shares;
• 15,677,203 euros.

As at August 31, 2023:

• Sodexo directly held a total of 1,078,126 of its own shares (representing 0.7% of the share capital) intended to hedge:
  • various restricted share plans set up for Group employees (for more information about restricted share plans, please refer to section 7.5 of this document); and
  • the Sodexo liquidity account was composed of 6,000 shares;
  • the total carrying amount of the treasury shares portfolio was 93.4 million euros.