Universal Registration Document - Fiscal 2024

Introduction

History of performance shares granted to the Chairwoman and Chief Executive Officer

TABLE 9, BASED IN THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02

PLAN DATE VALUATION
OF SHARES(1) (in euros)
NUMBER OF PERFORMANCE SHARES INITIALLY GRANTED PERFORMANCE CONDITIONS NUMBER OF VESTED SHARES VESTING DATE AVAILABILITY DATE
23/02/2024 23/02/2024VALUATION
OF SHARES(1)

(in euros)

1,978,368
23/02/2024NUMBER OF PERFORMANCE SHARES INITIALLY GRANTED34,500 23/02/2024PERFORMANCE CONDITIONS100% 23/02/2024NUMBER OF VESTED SHARESN/A 23/02/2024VESTING DATE02/22/2027 23/02/2024AVAILABILITY DATE02/23/2027
31/01/2023 31/01/2023VALUATION
OF SHARES(1)

(in euros)

1,784,516
31/01/2023NUMBER OF PERFORMANCE SHARES INITIALLY GRANTED33,844(1) 31/01/2023PERFORMANCE CONDITIONS100% 31/01/2023NUMBER OF VESTED SHARESN/A 31/01/2023VESTING DATE01/30/2026 31/01/2023AVAILABILITY DATE01/31/2026
 

(1) Following the Pluxee spin-off, the 24,500 performance shares awarded to Sophie Bellon on January 31, 2023 were adjusted to 33,844 performance shares, with no impact on the IFRS value of the grant, which remains at 1,784,516 euros.

In accordance with the compensation policy approved by the Combined Annual Shareholders Meeting of December 15, 2023, as indicated in the Board of Directors’ report on earnings distribution presented to the Ordinary Annual Shareholders Meeting of January 30, 2024, and pursuant to article L.228-99 of the French Commercial Code, the Board of Directors decided to protect the rights of Sodexo share plan beneficiaries whose shares were scheduled to vest after the spin-off date, through a technical adjustment consisting of multiplying the number of outstanding performance shares by the following ratio:

Adjustment ratio3 = value of sodexo share prior to distribution divided by (value of sodexo share prior to distribution - Amount of distribution per pluxee share) = 103.22 divided by (103.22-28.50)= 1.3814

The number of outstanding performance shares has been adjusted to reflect the effect of the spin-off, which automatically led to a fall in Sodexo’s share price. This adjustment ratio was also applied to all of the beneficiaries of outstanding performance shares.

It should be remembered that Sodexo’s long-term compensation program currently consists solely of performance share grants. The tables relating to stock options referred to in the AFEP-MEDEF Code are not applicable and have accordingly not been provided.

Summary of benefits – Chairwoman and Chief Executive Officer

TABLE 11, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02 

not-included EMPLOYMENT CONTRACT SUPPLEMENTAL PENSION PLAN COMPENSATION OR ENTITLEMENTS DUE OR LIKELY TO BECOME DUE AS A RESULT OF A CHANGE IN DUTIES OR LOSS OF OFFICE INDEMNITY RELATING TO A NON-COMPETE CLAUSE
YES NO YES NO YES NO YES NO
Sophie Bellon Chairwoman and Chief Executive Officer
Appointment date: January 26, 2016  not-included X X* not-included not-included X   X

Expiration of current term:

Annual Shareholders Meeting held to approve the financial statements for Fiscal 2026 

not-included not-included not-included not-included not-included not-included not-included not-included

(*) Since her appointment on March 1, 2022 as Chairwoman and CEO, Sophie Bellon has been eligible for the supplemental pension plan described in Section 7.4.1.3.

7.4.2.2 Compensation and benefits paid during or awarded for Fiscal 2024 to Sophie Bellon (ex-post vote at the Annual Shareholders Meeting of December 17, 2024)
Compensation and benefits paid during or awarded for Fiscal 2024 to Sophie Bellon, Chairwoman and Chief Executive Officer

The fixed and variable components of the total compensation and benefits paid during or awarded for Fiscal 2024 to Sophie Bellon comply with the Fiscal 2024 compensation policy for the Chief Executive Officer, detailed in the 2023 Universal Registration Document (Chapter 7, section 7.4.1.3) and approved by the Shareholders Meeting of December 15, 2023.

The compensation components paid during or awarded for Fiscal 2024 as presented below will be submitted for approval at the Annual Shareholders Meeting of December 17, 2024.