Universal Registration Document - Fiscal 2024

At the Ordinary Annual Shareholders Meeting of December 17, 2024, shareholders will be given a “say-on-pay” vote on the total compensation and benefits paid during or awarded for Fiscal 2024 to Sophie Bellon for her duties performed during the fiscal year.

Specific adjustments following the Pluxee spin-off on February 1, 2024

In accordance with the provisions of the compensation policy for Fiscal 2024, the Board of Directors, on the recommendation of the Compensation Committee, analyzed the impact of the Pluxee spin- off on the Chief Executive Officer’s compensation policy and approved the following adjustments:

• the two reference panels used to compare and analyze Sodexo’s compensation practices were revised during the fiscal year in order to take account of the Group’s new profile (see details in section 7.4.1.1);
• the targets in the performance conditions of the performance share plans that were still outstanding at the spin-off date were recalculated for the adjusted scope:
  • for the financial conditions relating to organic growth and underlying operating profit margin, the Board of Directors has restated the expected performance levels for the Pluxee businesses, based on the multi-year budgets used to set the initial targets. The performance ranges have been maintained,
  • with regard to Total Shareholder Return (TSR), the only change concerns the peer group, which now excludes Edenred. The performance measurement period and the vesting grid, including the rule of no vesting below the median, remain unchanged;
• the number of shares in these plans has been adjusted to reflect the effect of the spin-off, which automatically reduced the parent company's share price (due to a technical adjustment explained in section 7.4.4). This adjustment has no impact on the initial value of the grant.

With regard to the plans concerned by these adjustments, Sophie Bellon is a beneficiary of the 2023 plan only.

It should also be noted that the financial targets for Sophie Bellon’s Fiscal 2024 annual variable compensation have not been adjusted in relation to the targets set by the Board of Directors’ meeting of October 25, 2023, as they had already been determined for a scope excluding Pluxee.

Summary of compensation, stock options and performance shares awarded to the Chairwoman and Chief Executive Officer

TABLE 1, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02