Universal Registration Document - Fiscal 2024

Introduction

8.3.7 Employee share ownership

As at August 31, 2024, Group employees held 1.5% of the Company’s share capital, representing 2,218,582 shares, 26.7% of which was held in an employee mutual fund (FCPE).

As at August 31, 2024, the number of Group employee shareholders was estimated at 26,380.

The various profit-sharing agreements in force allow employees of the Group’s French subsidiaries to invest the amounts they receive in respect of these profit-sharing agreements into an employees’ mutual fund invested in Sodexo shares, or into a restricted savings account. To qualify for favorable tax and social security treatment, amounts due to employees are subject to a five-year lock-up period.

8.3.8 Capital authorized but not issued – Delegations and valid financial authorizations

As at the date of this Universal Registration Document, the Board of Directors of the Company had the following delegations and financial authorizations conferred to it by the decisions of the Annual Shareholders Meetings.

CURRENTLY VALID AUTHORIZATIONS MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros) MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1) (% of share capital) DATE OF AUTHORIZATION (No of the resolution) DATE OF EXPIRATION USAGE
Authorizations with preferential rights Authorizations with preferential rightsMAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros)not-included
Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros)85(2)

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1) (% of share capital)

14%

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

DATE OF AUTHORIZATION (No of the resolution)December 15, 2023 (16th)

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

DATE OF EXPIRATIONFebruary 14, 2026

Issuance of ordinary shares and/or any other securities carrying rights to Sodexo shares

USAGE

Unused

Issuance of debt securities carrying rights to Sodexo shares

Issuance of debt securities carrying rights to Sodexo shares

MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros)

1,000

Issuance of debt securities carrying rights to Sodexo shares

MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1) (% of share capital)

N/A

Issuance of debt securities carrying rights to Sodexo shares

DATE OF AUTHORIZATION (No of the resolution)December 15, 2023 (16th)

Issuance of debt securities carrying rights to Sodexo shares

DATE OF EXPIRATIONFebruary 14, 2026

Issuance of debt securities carrying rights to Sodexo shares

USAGE

Unused

Authorizations to issue shares to employees and managers Authorizations to issue shares to employees and managersMAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros)not-included
Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros)9(3)

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1) (% of share capital)

1.5%

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

DATE OF AUTHORIZATION (No of the resolution)December 15, 2023 (19th)

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

DATE OF EXPIRATIONFebruary 14, 2026

Issuance of ordinary shares and/or any other securities reserved for members of Employee Savings Plans

USAGE

Unused

Grant of restricted shares and performance shares

Grant of restricted shares and performance shares

MAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros)

15

Grant of restricted shares and performance shares

MAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1) (% of share capital)

2.5%

Grant of restricted shares and performance shares

DATE OF AUTHORIZATION (No of the resolution)December 15, 2023 (18th)

Grant of restricted shares and performance shares

DATE OF EXPIRATIONFebruary 14, 2026

Grant of restricted shares and performance shares

USAGESee section 6.5
Issuance of shares by capitalizing profit, reserves or premiums Issuance of shares by capitalizing profit, reserves or premiumsMAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros)85(3) Issuance of shares by capitalizing profit, reserves or premiumsMAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1) (% of share capital)

N/A

Issuance of shares by capitalizing profit, reserves or premiumsDATE OF AUTHORIZATION (No of the resolution)December 15, 2023 (17th) Issuance of shares by capitalizing profit, reserves or premiumsDATE OF EXPIRATIONFebruary 14, 2026 Issuance of shares by capitalizing profit, reserves or premiumsUSAGE

Unused

Share capital reduction through cancellation of shares Share capital reduction through cancellation of sharesMAXIMUM AGGREGATE NOMINAL VALUE OF CAPITAL INCREASE(S)(1) (in million euros)

N/A

Share capital reduction through cancellation of sharesMAXIMUM AMOUNT OF CAPITAL INCREASE(S)(1) (% of share capital)

5% of number of shares

Share capital reduction through cancellation of sharesDATE OF AUTHORIZATION (No of the resolution)December 15, 2023 (20th) Share capital reduction through cancellation of sharesDATE OF EXPIRATIONFebruary 14, 2026 Share capital reduction through cancellation of sharesUSAGE

Unused

(1) Adjusted amounts of share capital as at August 31, 2024.

(2) The 85 million euros ceiling includes the amounts of any capital increases carried out pursuant to the 17th and 19th resolutions of the Combined Shareholders Meeting held on December 15, 2023.

(3) This aggregate amount is included in the 85 million euros ceiling set in the 16th resolution of the Combined Shareholders Meeting held on December 15, 2023.

8.3.9 Potential share capital

As of the date of this document, there are no securities outstanding, other than existing equity securities and the restricted shares allocated to Group employees and Corporate Officers, as described in section 7.5 of the present document, which carry immediate or future rights to the Company’s share capital.