Universal Registration Document - Fiscal 2024

Introduction

NOTE 12. TREASURY SHARES

PRINCIPLE FEATURES OF RESTRICTED SHARE PLANS

Rules governing restricted share plans are as follows:

  • shares vest only if the beneficiary is still working for the Group on the vesting date; in addition, some restricted share grants are subject to performance conditions;
  • the presence condition is 3 years from the grant date, which is consistent with the acquisition period and the performance conditions evaluation; this presence condition applies to all beneficiaries;
  • the proportion of shares subject to a performance condition ranges from 10% to 100%, depending on the total number of shares awarded and on the role of the beneficiary in the company.

The performance criteria applied are directly linked to the Group's strategic priorities and are intended to measure performance in a global manner:

  • two criteria linked to the Group’s financial performance with the revenue and the underlying operating profit margin excluding currency effects from 2020 plans;
  • two criteria are subject to the achievement of Corporate Responsibility objectives including diversity in top Group management as well as an internal sustainable development index for the shares granted since 2020;
  • a performance criterion is related to stock market performance with the TSR (Total Shareholder Return) of Sodexo compared to that of one peer group. This one is made up of companies selected based on their size, the similarity of their operations to those of Sodexo. For the plan 2022, 7 companies were included in the panel (Aramark, Compass, Edenred, Elior, ISS, Rentokil, Securitas). For the plan 2023, it is composed of the same companies, with the removal of Edenred post the spin-off of Pluxee (ex Benefits & Rewards Services activity). For the 2024 plan, the panel is made up of the six companies mentioned above, excluding Edenred, mentioned above.
IMPACT OF THE IN-KIND DISTRIBUTION ON FREE SHARES GRANTS

On January 30, 2024, the resolution proposed by the Board of Directors to approve the exceptional distribution in kind of one Pluxee share for every Sodexo share held was adopted by a very large majority.

As a result of the in-kind distribution, it was proposed to Sodexo shareholders, to acknowledge that the rights of beneficiaries of free share plans whose Sodexo shares have not been delivered on the completion date of the spin-off in accordance with the relevant plan rules (the “Performance Shares”) will be preserved.

For free share plans under which Sodexo shares are to be delivered after the completion date of the spin-off in accordance with the relevant plan rules, the Sodexo Board of Directors made adjustments to the rights of beneficiaries of Performance Shares referring to the principles stipulated in Article R.228-91 of the Commercial Code, to be delivered after the completion date of the spin-off by multiplying the number of each Performance Shares by the following ratio:

Value of the Sodexo share before the In-Kind Distribution/ (Value of the Sodexo share before the In-Kind Distribution – Amount of the In-Kind Distribution per share), giving an adjustment ratio of 138,14%.

The 1,308,936 Sodexo shares initially granted and to be acquired during the period up to the spin-off were adjusted and to 1,806,562 Sodexo Shares following the spin-off.

MOVEMENTS IN FISCAL 2024 AND FISCAL 2023

The table below shows movements in restricted shares during the fscal year:

  FISCAL 2024 FISCAL 2023
Outstanding at the beginning of the year 2,324,628 2,287,665
Granted during the year * 1,360,745 852,820
Forfeited during the year (397,427) (478,279)
Delivered during the year (679,081) (337,578)
Outstanding at the end of the year 2,608,865 2,324,628
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* Of which 497,626 shares corresponding to the beneficiaries rights ajusted as per the ratio calculated for the spin off Pluxee (ex Benefits & Rewards Services activity) as indicated above.