Universal Registration Document - Fiscal 2024

Introduction

Further details of the plans in force are provided in the table below:

Restricted shares granted to Group managers

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

not-included 2020 PLAN 2022 PLAN 2022-2 PLAN 2023 PLAN 2023-2 PLAN 2024 PLAN 2024-2 PLAN
Date of Annual Shareholders Meeting 01/22/2019 12/14/2021 12/14/2021 12/14/2021 12/14/2021 12/15/2023 12/15/2023
Date of grant by the Board of Directors 11/25/2020 02/01/2022 06/22/2022 01/31/2023 06/28/2023 02/23/2024 06/27/2024
Total number of shares granted 922,840 1,038,446 34,231 1,078,145 34,253 834,387 28,732
Total number of beneficiaries 2,145 2,181 25 2,332 41 2,116 27
% of share capital 0.63% 0.70% 0.02% 0.75% 0.02% 0.57% 0.02%
Performance conditions
Underlying operating profit X X X X X X X
Revenue X X X X X X X
TSR X X X X X X X
Corporate responsibility X X X X X X X
Plans
Vesting date 16/1/2024(1) 02/01/2025 06/22/2025 01/30/2026 06/27/2026 02/22/2027 06/26/2027
Availability date 01/17/2024 02/03/2025 06/23/2025 01/31/2026 06/28/2026 02/23/2027 06/28/2027
Total number of shares granted 922,840 1,038,446 34,231 1,078,145 34,253 834,387 28,732
o/w to Corporate Officers 28,000     47,119   46,706 0
Sophie Bellon not-included not-included not-included 33,844 not-included 34,500 not-included
Nathalie Bellon-Szabo not-included not-included not-included 13,275 not-included 12,206 not-included
Denis Machuel 28,000 not-included not-included not-included not-included not-included not-included
% of share capital 0.02% 0.00% 0.00% 0.02% 0.00% 0.03% 0.00%
Aggregate number of shares canceled 247,777 226,254 2,650 189,761 7,223 8,493 0
Shares forfeited due to performance conditions not being met 41,697 0 0 0 0 0 0
Vested shares 671,693 N/A N/A N/A N/A N/A N/A
Accelerated vesting for death and disability 3,370 2,748 400 1,415 0 385 0
TOTAL OF THE PLANS AT AUGUST 31, 2023 0 809,444 31,181 886,969 27,030 825,509 28,732

(1) Share vesting date brought forward from January 25, 2024, due to the proximity of this delivery date to that of the Pluxee spin-off, for operational management reasons.

(2) Adjustment to the number of outstanding performance shares (2022, 2022-2, 2023 and 2023-2 grants) in line with the impact of the Pluxee spin-off on Sodexo's share price (see explanations on the technical adjustment above the table).

As of August 31, 2024, a total of 2,608,865 restricted shares had been granted to Group Corporate Officers and managers and not yet vested (representing approximately 1.77% of the Company’s share capital as of the date of the Annual Shareholders Meeting of December 15, 2023), for a total amount of approximately 136 million euros (as measured in accordance with IFRS at the grant date).

Summary of restricted shares granted to the ten Group employees (other than Corporate Officers) receiving the highest number of shares or for whom the highest number vested
not-included TOTAL NUMBER OF SHARES PLAN DATE
Shares granted during Fiscal 2024 to the ten Group employees receiving the largest number of restricted shares (aggregate information) 167,969 02/23/2024 06/27/2024
Shares vested during Fiscal 2024 for the ten Group employees receiving the largest number of restricted shares (aggregate information) 145,040 11/23/2020