Universal Registration Document - Fiscal 2024

Introduction

TYPE OF COMPENSATION OR BENEFITS AMOUNTS PAID DURING FISCAL 2024 AMOUNTS AWARDED FOR FISCAL 2024 OR ACCOUNTING VALUE COMMENTS
Fixed compensation

Fixed compensation

AMOUNTS PAID DURING FISCAL 2024

€900,000

Fixed compensation

AMOUNTS AWARDED FOR FISCAL 2024 OR ACCOUNTING VALUE

€900,000

Fixed compensation

COMMENTS

Pre-tax gross amount due for the fiscal year.

The fixed compensation corresponds to compensation payable and paid for her role as Chairwoman and CEO.

Variable compensation

Variable compensation

AMOUNTS PAID DURING FISCAL 2024

€966,195

Variable compensation

AMOUNTS AWARDED FOR FISCAL 2024 OR ACCOUNTING VALUE

€448,200

Variable compensation

COMMENTS

Amount awarded consisting of the variable bonus due to the Chairwoman and CEO for Fiscal 2024 in application of the Fiscal 2024 compensation policy for the Chief Executive Officer, and payable in Fiscal 2025.

Amount corresponding to 49.8% of the fixed compensation received in Fiscal 2024.

Stock options and performance shares

Stock options and performance shares

AMOUNTS PAID DURING FISCAL 2024

N/A

Stock options and performance shares

AMOUNTS AWARDED FOR FISCAL 2024 OR ACCOUNTING VALUE

€1,978,368

Stock options and performance shares

COMMENTS

On February 23, 2024, the Chairwoman and CEO was granted 34,500 shares valued for accounting purposes at 1,978,368 euros.

All of the shares granted are subject to a performance condition.

The vesting period is three years.

Directors’ compensation

Directors’ compensation

AMOUNTS PAID DURING FISCAL 2024

N/A

Directors’ compensation

AMOUNTS AWARDED FOR FISCAL 2024 OR ACCOUNTING VALUE

N/A

Directors’ compensation

COMMENTS

The Chairwoman and CEO does not receive any directors’ compensation.

Supplemental pension plan

Supplemental pension plan

AMOUNTS PAID DURING FISCAL 2024

No amounts paid

Supplemental pension plan

AMOUNTS AWARDED FOR FISCAL 2024 OR ACCOUNTING VALUE

No amounts awarded

Supplemental pension plan

COMMENTS

Since her appointment on March 1, 2022, the Chairwoman and CEO has been a beneficiary of a defined benefit pension plan governed by article 39 of the French General Tax Code and article L.137-11-2 of the French Social Security Code, set up in 2021 for the Group’s senior executives holding an employment contract with one of its French companies.

This plan grants annual rights amounting to 0.5% of fixed and variable compensation for her role as Chairwoman and CEO for the first five years and then 1% per year beyond five years, up to a total of 10%. The rights vest subject to an achievement rate for the Chairwoman and CEO’s annual variable compensation targets of at least 80%. As this condition was not met for Fiscal 2024, the Chairwoman and CEO does not acquire any right to a lifetime annuity for 2024.

Benefits in kind

Benefits in kind

AMOUNTS PAID DURING FISCAL 2024

€1,271

Benefits in kind

AMOUNTS AWARDED FOR FISCAL 2024 OR ACCOUNTING VALUE

€1,271

Benefits in kind

COMMENTS

Sophie Bellon has the use of a company car.

Sophie Bellon is not eligible to any multi-year compensation, nor to any exceptional compensation. At her request, shes does not benefit from unemployment insurance and is not eligible for indemnity in the event of termination office. Similarly, the non-compete agreement would apply without her benefiting from any financial compensation.

7.4.2.3 Pay equity ratio between the compensation paid to the Company’s executive officers and the average and median compensation received by Sodexo employees

In accordance with article L.22-10-9 of the French Commercial Code, the table below shows the ratios between the level of compensation of the Company’s Chief Executive Officer and the average and median compensation received by Sodexo employees on a full-time equivalent basis over Fiscal 2020 to 2024.

These ratios were established by referring to the AFEP guidelines on compensation multiples published on January 28, 2021.

Compensation components

The amount of executive officer and employee compensation used for this purpose includes all fixed and variable compensation components, and benefits of all kinds paid over the last five fiscal years. The method for determining and valuing the components of compensation for executive officers and employees is therefore harmonized.

Compensation in the form of performance shares has been taken into account at its grant-date value calculated in accordance with IFRS as at the grant date.

Scopes

The ratios below are disclosed for two scopes: the listed company Sodexo S.A. comprising around 500 employees, and an extended scope including other Sodexo companies in France, comprising around 24,600 employees, i.e., 89% of the total workforce in France.