Universal Registration Document - Fiscal 2024

Introduction

The table below shows the grant dates of restricted shares outstanding as of August 31, 2024, 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 not-included VESTING PERIOD (in years) EXPECTED DIVIDEND YIELD (in %) RISK-FREE INTEREST RATE (in %) VOLATILITY* (in %) NUMBER OF SHARES OUTSTANDING AS OF AUGUST 31, 2024
February 1, 2022 International 3 3.0% 0.0% 39.0% 809,444
June 22, 2022 International 3 3.8% 1.4% 43.7% 31,181
January 31, 2023 International 3 3.3% 2.8% 37.9% 886,969
June 28, 2023 International 3 2.9% 3.0% 27.8% 27,030
February 23, 2024 International 3 3.7% 2.8% 26.1% 825,509
June 27, 2024 International 3 3.2% 3.0% 24.6% 28,732
TOTAL not-included not-included not-included not-included not-included 2,608,865

* 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.

5.2.2 Expense recognized during the fiscal year

The expense recognized in the Fiscal 2024 income statement for restricted shares (excluding those granted to headcount of Pluxee (ex the Benefits & Rewards Services activity) is 37 million euros (39 million euros in Fiscal 2023).

5.3 Group headcount

The following table shows the headcount of Group employees:

not-included AUGUST 31, 2024 AUGUST 31, 2023*
AVERAGE HEADCOUNT 423,981 424,250
TOTAL HEADCOUNT 423,467 429,941

* Restated information to exclude headcount of Pluxee (ex Benefits & Rewards Services activity).

5.4 Compensation, loans, post-employment benefits and other benefits granted to Board members and the Sodexo Leadership Team

The compensation, loans, post-employment benefits and other benefits granted to Board members and to the Sodexo Leadership Team, including the Chairwoman and Chief Executive Officer in office, as of August 31, 2024 comprise the following:

(in million euros) FISCAL 2024 FISCAL 2023(2)
Short-term benefits(1)

Short-term benefits

(1)
FISCAL 2024

17.2

Short-term benefits

(1)
FISCAL 2023(2)

13.4

Post-employment benefits

Post-employment benefits

FISCAL 2024

0.1

Post-employment benefits

FISCAL 2023(2)

0.1

Fair value of free shares at the grant date

Fair value of free shares at the grant date

FISCAL 2024

10.5

Fair value of free shares at the grant date

FISCAL 2023(2)

9.6

(1) Short-term benefits correspond to compensations paid by the Group during Fiscal 2024 (including variable compensation for previous fiscal year paid in current fiscal year).

(2) Excluded compensations paid related to Pluxee (ex Benefits & Rewards Services activity) for fiscal 2023.

These benefits include directors’ compensation, and all forms of compensation and benefits paid (or earned during the period for offices held) by Sodexo S.A., other Sodexo Group companies or Bellon SA.

In addition, members of the Sodexo Leadership Team, holding an employment contract with one of its French subsidiaries, are beneficiaries of a defined benefit pension plan governed by article L.137-11-2 of the French Social Security Code. This pension plan was introduced in 2021 in line with the following rules: subject to one year of seniority within the Group, pension rights of up to 0.5% per year are granted for the first five years of the plan, and then up to 1% beyond five years, not exceeding a total of 10%. The rights are determined based on the fixed and variable compensation received during the calendar year. The rights vest subject to an achievement rate for annual variable compensation targets. The resulting pension will top up the pensions provided by the basic compulsory plans and will not generate any corresponding obligation on the Groupe’s balance sheet.

As a reminder, Sophie Bellon, Chairwoman and Group Chief Executive Officer since October 1, 2021, is paid by Sodexo S.A. but does not have an employment contract with Sodexo S.A.

The Company has entered into non-compete clauses with a maximum term of 24 months with the Chairwoman and Chief Executive Officer and the Sodexo Leadership Team in order to protect the Group by restricting their freedom to hold a position as employee or director, or carry out any consulting work, for any of Sodexo’s competitors, either directly or through another legal entity. This commitment applies to Sophie Bellon, without payment of any financial consideration.

No loans have been granted to the Board or the Sodexo Leadership Team members.