Universal Registration Document - Fiscal 2023

9. Combined Shareholders meeting of December 15, 2023

Fourteenth resolution: Approval of the compensation policy applicable to the executive officer for Fiscal 2024

Purpose

In the fourteenth resolution, shareholders are invited to approve the compensation policy for the executive officer approved by the Board of Directors.

This policy will apply from Fiscal 2024 until the approval of a new compensation policy by the Shareholders Meeting.

In the context of the renewal of the term of office of Sophie Bellon, Chairwoman and Chief Executive Officer, an in-depth benchmark of practices among our reference panel was carried out with the assistance of a specialized independent consulting firm, in order to assess the positioning of the remuneration of the Group's executive officer.

The main changes proposed in the compensation policy for the Chairwoman and Chief Executive Officer for Fiscal 2024 compared to the policy implemented for Fiscal 2023, are as follows:

  • The variable compensation is now equal, on achievement of targets, to 120% of the fixed compensation, and can be stretched up to 170% in the case of outperformance of targets. The Board of Directors has decided not to increase the amount of the fixed compensation in order to favor pay for Group performance;
  • Among the non-financial performance targets, the Health & Safety criterion is now being measured by two indicators: the Lost-Time Injury Rate (LTIR) and the Near Miss to Accident Ratio. This approach aims to reinforce the teams' immediate and ongoing attention to risk prevention;
  • The Sustainability criterion has been replaced by an internal indicator, directly linked to the Group's commitments in terms of climate and environmental performance. The Board of Directors has selected the WasteWatch deployment indicator, expressed as a percentage of the cost of raw materials. The WasteWatch program was developed to reduce food waste and position Sodexo as a major player in this field. The deployment of this program is an essential step in raising awareness of food waste and measuring progress.

The compensation policy submitted for shareholder approval is proposed by the Board of Directors based on the recommendation of the Compensation Committee and is presented in the Board of Directors’ Corporate Governance Report provided in Section 7.4.1 of this Fiscal 2023 Universal Registration Document.

Fourteenth resolution

(APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE EXECUTIVE OFFICER)

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 article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the executive officer, as set

by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of the French Commercial Code and detailed in Section 7.4.1 of this Fiscal 2023 Universal Registration Document.

Fifteenth resolution: Authorization for the Company to purchase its own shares

Purpose

As of August 31, 2023, the Company held 1,078,126 treasury shares, corresponding to 0.73% of its share capital, mainly allocated to cover commitments to beneficiaries under restricted share plans and employee share purchase plans as well as the liquidity contract.

In the fifteenth resolution, shareholders are invited to renew the 18-month authorization granted to the Board of Directors to enable the Company to purchase its own shares at any time other than when a public tender offer for the Company’s shares is in progress.

In accordance with French law and market practice, it is proposed that they be limited to 10% of the share capital as of the date of the Annual Shareholders Meeting of December 15, 2023.

The maximum price of the shares that may be purchased under this share buyback program would be 120 euros per share and the total amount invested in the program may not exceed 1.8 billion euros. The maximum purchase price will be adjusted downwards after the Pluxee spin-off on the basis of the market price.

The shares purchased would be used, inter alia, to (i) cover restricted share plans; (ii) reduce the Company’s share capital by canceling shares; and (iii) provide liquidity in Sodexo shares under the liquidity contract entered into between Sodexo and Exane BNP Paribas. This contract was suspended as of August 25, 2023, pending the renewal of the resolution during the Shareholders Meeting of December 15, 2023, the stock market price having reached the maximum purchase price of the shares.

For information on the implementation of the previous share buyback authorization, see Section 8.3.5 of this Fiscal 2023 Universal Registration Document.