Universal Registration Document - Fiscal 2024

Introduction

CRITERIA REVENUES OPERATING PROFIT MARGIN TSR SUSTAINABLE DEVELOPMENT SC0RECARD DIVERSITY
ACHIEVEMENT RATE ACHIEVEMENT RATEREVENUES

100%

ACHIEVEMENT RATEOPERATING PROFIT MARGIN

96%

ACHIEVEMENT RATETSR

100%

ACHIEVEMENT RATESUSTAINABLE DEVELOPMENT SC0RECARD

75%

ACHIEVEMENT RATEDIVERSITY

100%

As a result, on January 16, 2024, 671,693 shares vested under the plan granted on November 25, 2020.

Plans granted during Fiscal 2024

The performance conditions of the plans granted on February 23, 2024 and June 27, 2024 are detailed in section 7.4.2.1, in the sub- section relating to performance shares granted in respect of Fiscal 2024 to the Chairwoman and CEO.

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

The number of outstanding performance shares (2022, 2022-2, 2023 et 2023-2 plans) has been adjusted following the Pluxee spin- off, to reflect the effect of this type of transaction on the parent company's share price, which fell automatically.

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:

This adjustment ratio was applied identically to all of the beneficiaries of outstanding performance shares, with no impact on the IFRS value of the plans. The number of performance shares awarded to Sophie Bellon on January 31, 2023 was adjusted to 33,844 performance shares, with no impact on the IFRS value of this grant, which remains at 1,784,516 euros.

The objectives corresponding to the financial and stock market conditions of the outstanding plans have also been adjusted following the spin-off to take into account the Sodexo Group’s new scope of consolidation, and to ensure that a like-for-like analysis can be performed at the end of the vesting period:

  • for the financial conditions relating to organic growth and underlying operating profit, 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.