Universal Registration Document - Fiscal 2024

8.3.5 Share buy-back program

As a reminder:

• the Combined Shareholders Meeting of December 19, 2022, after having terminated the previous authorization, again authorized the Board of Directors, in its 15th resolution, to purchase or arrange for the purchase of Company shares for a further period of 18 months. The maximum purchase price pursuant to this authorization could not exceed 95 euros per share and the total amount allocated to the authorized share buy-back program could not exceed 1.4 billion euros.
• the Combined Shareholders Meeting of December 15, 2023, after having terminated the previous authorization, again authorized the Board of Directors, in its 15th resolution, to purchase or arrange for the purchase of Company shares for a further period of 18 months. The maximum purchase price pursuant to this authorization could not exceed 120 euros per share and the total amount allocated to the authorized share buy-back program could not exceed 1.8 billion euros.

The above authorizations have been granted in order to cover restricted share plans, cancel treasury shares by reducing the share capital and/or facilitate the Sodexo liquidity contract. For more information about the objectives targeted by the two authorizations mentioned above, please refer to chapter 9 of the Fiscal 2022 and Fiscal 2023 Universal Registration Documents. During Fiscal 2024, the Board of Directors used the above-mentioned authorizations as follows:

• Sodexo repurchased 643,830 shares (representing 0.44% of the share capital) at an average price of 79.36 euros per share plus trading fees of 177,812 euros excluding taxes;
• Sodexo transferred 678,931 shares for delivery under free share allocation plans.

Further, under the liquidity contract concluded between Sodexo and Exane, the following transactions were carried out during Fiscal 2024:

• purchase of 480,758 shares for a total amount of 38,615,924.80 euros, at an average price of 80.32 euros;
• sale of 465,869 shares for an aggregate amount of 37,662,247.57 euros, at an average price of 80.84 euros.

On June 22, 2021, the AMF renewed and updated the accepted market practice for liquidity contracts and reduced the maximum amount of liquidity contracts for companies with liquid securities. As a result, Sodexo has reduced the resources allocated to the liquidity contract. As of August 31, 2024, the following amounts were booked to the account:

• 20,889 shares;
• 14,723,707 euros.

As at August 31, 2024:

• Sodexo directly held a total of 1,064,010 of its own shares (representing 0.7% of the share capital) intended to hedge:
  • various restricted share plans set up for Group employees (for more information about restricted share plans, please refer to section 7.4 of this document); and
  • the Sodexo liquidity account was composed of 20,889 shares;
  • the total carrying amount of the treasury shares portfolio was 88.9 million euros.

Given that from mid August 2023, the share was trading over 95 euros, the maximum purchase price, Sodexo announced on August 25, 2023 the suspension of the liquidity contract from that day pending the renewal of the resolution at the next Annual Shareholders Meeting authorizing share buybacks. The liquidity contract has been reactivated on July 31, 2024.

Detailed information on these transactions may be found on the Sodexo website in the “Regulated information” section.

8.3.6 Description of the share buy-back program subject to the authorization of the Combined Annual Shareholders Meeting to be held on December 17, 2024

The Board of Directors proposes that the Combined Shareholders Meeting to be held on December 17, 2024, in its 13th resolution, renews the authorization granted to the Board to repurchase Sodexo shares pursuant to articles L.225-209 et seq. of the French Commercial Code, articles 241-1 et seq. of the General Regulation of the AMF and the European rules applicable to market abuses under European regulation (UE) no. 596/2014 of April 16, 2014.

The new share buy-back program would be in particular, intended to cover restricted share plans, to reduce the Company’s share capital through the cancellation of shares and to trade in the shares within the context of the existing liquidity contract.

The maximum number of shares that may be purchased under this new share buy-back program would be set at 10% of the total number of shares comprising the Company’s capital as of the date of the Combined Shareholders Meeting on December 17, 2024, i.e., as of August 31, 2024, a maximum number of 14,745,488 shares.

The maximum share purchase price under this share buy-back program may not exceed 105 euros per share and the total amount allocated to the program may not exceed 1.6 billion euros.

This authorization would be valid for a period of 18 months, replacing the authorization given for the same purpose by the Combined Shareholders Meeting on December 15, 2023, in its 15th resolution.

For further information about this authorization submitted to a vote at the Combined Shareholders Meeting on December 17, 2024, please refer to chapter 9 of this Universal Registration Document.