Universal Registration Document - Fiscal 2024

Performance shares granted to the Chairwoman and Chief Executive Officer for Fiscal 2024

In accordance with the compensation policy for the Chief Executive Officer approved by the Shareholders Meeting of December 15, 2023 and the authorization given to the Board of Directors at the same meeting (eighteenth resolution), the Board of Directors, at its meeting of February 23, 2024, decided to award to Sophie Bellon 34,500 performance shares, i.e. 0.02% of the share capital and 4.0% of the total number of shares awarded during the course of the fiscal year.

The value of the grant amounts to 1,978,368 euros, i.e., 100% of her target annual fixed and variable compensation, in line with the existing practice for performance share grants to Sodexo’s Chief Executive Officer.

The shares will vest after a vesting period of three years, subject to achieving the performance conditions related to the Group’s main strategic objectives, as follows:

• 50% based on two financial conditions: 20% on the Group’s organic growth and 30% on the Group’s underlying operating profit margin;
• 20% based on two CSR conditions: 10% on diversity within the Group's senior executives (GSE) and 10% on an internal sustainable development scorecard;
• 30% based on an external condition, the Total Shareholder Return (TSR) relative to a peer group.

The objectives relating to the above-mentioned performance conditions are as follows:

• ect to this condition will vest if the CAGR over the period 2024 to 2026 reaches a range set in line with medium-term financial targets. Below the lower threshold of the range, no shares vest;
• with regard to the underlying operating profit margin: between 50% and 100% of one-third of the shares subject to this condition will vest if it reaches a defined performance range for each fiscal years, 2024, 2025 and 2026. The upper and lower limits are set in line with medium-term financial targets. In the event of exceptional performance in 2026, set above the upper range defined for the fiscal year, the shares subject to this condition will vest;
• with regard to the diversity condition within the Group's senior executives (GSE): one-third of the shares subject to this condition will vest only if the target of 46% women is achieved by the end of Fiscal 2026. Between 50% and 100% of the remaining two-thirds will vest if the percentage of women in Operations represents between 35% and 40% by the end of Fiscal 2026;
• with regard to the sustainable development condition, the objective is to achieve targets on three equally weighted criteria. No shares will vest below the targets set, and each target reached allows one-third of the shares subject to this condition to vest, as follows:
  • reduce food waste by 50% by the end of Fiscal 2026 (it had been reduced by -37.6% by the end of Fiscal 2023),
  • the percentage of electric, hybrid or alternative fuel vehicles in the Sodexo fleet to reach 20% by the end of Fiscal 2026 (such vehicles represented 12.4% of the fleet at the end of Fiscal 2023),
  • the percentage of plant-based dishes in the central menu to reach 50% by the end of Fiscal 2026 (such dishes represented 37.9% of the central menu at the end of Fiscal 2023);
• with regard to the external condition, the objective is linked to Sodexo’s TSR ranking calculated over the plan period against an international peer group comprising the following six companies: Aramark, Compass, Elior, ISS, Rentokil and Securitas. No shares subject to this condition will vest if Sodexo’s ranking is below the median of the peer group. Half of the shares will vest in the case of a ranking at the median and 100% of the shares will vest as soon as the ranking reaches the first quartile. Between the two values, the percentage of shares acquired is calculated on a straight-line basis.