Universal Registration Document - Fiscal 2023

8.3.8 Capital authorized but not issued – Delegations and valid financial authorizations

8.3 Shareholders

8.3.8 Capital authorized but not issued – Delegations and valid financial authorizations

8.3.8 Capital authorized but not issued – Delegations and valid financial authorizations

As at the date of this Universal Registration Document, the Board of Directors of the Company had the following delegations and financial authorizations conferred to it by the decisions of the Annual Shareholders Meetings.

CURRENTLY VALID AUTHORIZATIONS MAXIMUM
AGGREGATE
NOMINAL VALUE
OF CAPITAL
INCREASE(S)(1) (in million euros)
MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1) (% of share capital) DATE OF AUTHORIZATION (N° of the resolution) DATE OF EXPIRATION USAGE
Authorizations with preferential rights
Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

MAXIMUM
AGGREGATE
NOMINAL VALUE
OF CAPITAL
INCREASE(S)(1) (in million euros)

85

(2)

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(% of share capital)

14 %

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

DATE OF AUTHORIZATION (N° of the resolution)

December 14, 2021 (17th)

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

DATE OF EXPIRATION

February 13, 2024

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

USAGE

Unused

Issuance of debt securities carrying rights to Sodexo shares

Issuance of debt securities carrying rights to Sodexo shares

MAXIMUM
AGGREGATE
NOMINAL VALUE
OF CAPITAL
INCREASE(S)(1) (in million euros)

1,000

Issuance of debt securities carrying rights to Sodexo shares

MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(% of share capital)

N/A

Issuance of debt securities carrying rights to Sodexo shares

DATE OF AUTHORIZATION (N° of the resolution)

December 14, 2021 (17th)

Issuance of debt securities carrying rights to Sodexo shares

DATE OF EXPIRATION

February 13, 2024

Issuance of debt securities carrying rights to Sodexo shares

USAGE

Unused

Authorizations to issue shares to employees and managers
Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

MAXIMUM
AGGREGATE
NOMINAL VALUE
OF CAPITAL
INCREASE(S)(1) (in million euros)

9

(3)

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(% of share capital)

1.5 %

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

DATE OF AUTHORIZATION (N° of the resolution)

December 14, 2021 (19th)

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

DATE OF EXPIRATION

February 13, 2024

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

USAGE

Unused

Grant of restricted shares and performance shares

Grant of restricted shares and performance shares

MAXIMUM
AGGREGATE
NOMINAL VALUE
OF CAPITAL
INCREASE(S)(1) (in million euros)

15

Grant of restricted shares and performance shares

MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(% of share capital)

2.5 %

Grant of restricted shares and performance shares

DATE OF AUTHORIZATION (N° of the resolution)

December 14, 2021 (20th)

Grant of restricted shares and performance shares

DATE OF EXPIRATION

February 13, 2025

Grant of restricted shares and performance shares

USAGE

See

section 6.5
Issuance of shares by capitalizing profit, reserves or premiums Issuance of shares by capitalizing profit, reserves or premiumsMAXIMUM
AGGREGATE
NOMINAL VALUE
OF CAPITAL
INCREASE(S)(1) (in million euros)

85

(3)
Issuance of shares by capitalizing profit, reserves or premiumsMAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(% of share capital)

N/A

Issuance of shares by capitalizing profit, reserves or premiumsDATE OF AUTHORIZATION (N° of the resolution)

December 14, 2021 (18th)

Issuance of shares by capitalizing profit, reserves or premiumsDATE OF EXPIRATION

February 13, 2024

Issuance of shares by capitalizing profit, reserves or premiumsUSAGE

Unused

Share capital reduction through cancellation of shares Share capital reduction through cancellation of sharesMAXIMUM
AGGREGATE
NOMINAL VALUE
OF CAPITAL
INCREASE(S)(1) (in million euros)

N/A

Share capital reduction through cancellation of sharesMAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1)

(% of share capital)

5% of number of shares

Share capital reduction through cancellation of sharesDATE OF AUTHORIZATION (N° of the resolution)

December 14, 2021 (16th)

Share capital reduction through cancellation of sharesDATE OF EXPIRATION

February 13, 2024

Share capital reduction through cancellation of sharesUSAGE

Unused

(1) Adjusted amounts of share capital as at August 31, 2023.

(2) The 85 million euros ceiling includes the amounts of any capital increases carried out pursuant to the 18th and 19th resolutions of the Combined Shareholders Meeting held on December 14, 2021.

(3) This aggregate amount is included in the 85 million euros ceiling set in the 17th resolution of the Combined Shareholders Meeting held on December 14, 2021.

8.3.9 Potential share capital

As of the date of this document, there are no securities outstanding, other than existing equity securities and the restricted shares allocated to Group employees and Corporate Officers, as described in

section 7.5 of the present document, which carry immediate or future rights to the Company’s share capital.