Universal Registration Document - Fiscal 2024

Introduction

Eleventh resolution: Approval of the compensation policy applicable to the directors for Fiscal 2025
Purpose

In the eleventh resolution, shareholders are invited to approve the policy for allocating the directors’ compensation approved by the Board of Directors.

It should be noted that the maximum total amount of remuneration allocated annually to directors was approved by the Shareholders Meeting of December 15, 2023.

The compensation allocated to the members of the newly created Sustainability Committee is the same as that allocated to the members of the Nominating and Compensation Committees.

The compensation policy submitted for shareholder approval is proposed by the Board of Directors based on the recommendation of the Compensation Committee and is presented in full in the Board of Directors’ Corporate Governance Report provided in Section 7.4.1 of this Fiscal 2024 Universal Registration Document.

Eleventh resolution

(APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE DIRECTORS)

Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the directors, as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of the French Commercial Code and set out in Section 7.4.1 of this Fiscal 2024 Universal Registration Document.

Twelfth resolution: Approval of the compensation policy applicable to the Chief Executive Officer for Fiscal 2025
Purpose

In the twelfth resolution, shareholders are invited to approve the compensation policy for the Chief Executive Officer proposed by the Board of Directors.

This policy will apply from Fiscal 2025 until the approval of a new compensation policy by the Shareholders Meeting.

The Board of Directors noted the result of the vote on the ex ante say-on-pay resolution, which was approved by 82.5% of shareholders at the Shareholders Meeting of December 15, 2023, and has been engaging in discussions with the Group’s major shareholders and proxy advisors throughout Fiscal 2024. Based on the information shared during these discussions, the Board of Directors proposes the following changes to the compensation policy applicable to the Chief Executive Officer for Fiscal 2025:

  • a review of the two comparison panels used to determine the Chief Executive Officer’s compensation policy in order to reflect Sodexo’s new profile in terms of financial and stock market metrics following the Pluxee spin-off, while also taking into account its new profile as a global player in Food and Facilities Management Services;
  • based on the France panel, which has been adjusted to comprise the 20 lowest market capitalizations in the CAC 40 and the companies listed on the CAC Next 20 index (excluding banks, insurance companies), no changes are proposed to the Fiscal 2025 compensation policy, as the positioning is already consistent with the Group’s financial position within said panel;
  • a clearer framework for the Board of Directors’ waiver clause and discretionary powers, stating that such instruments are capped at the maximum total amount of the Executive Officer’s compensation.

The compensation policy submitted for shareholder approval is proposed by the Board of Directors based on the recommendation of the Compensation Committee and is presented in full in the Board of Directors’ Corporate Governance Report provided in Section 7.4.1 of this Fiscal 2024 Universal Registration Document.

Twelfth resolution

(APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE CHIEF EXECUTIVE OFFICER)

Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the Chief Executive Officer, as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of the French Commercial Code and set out in Section 7.4.1 of this Fiscal 2024 Universal Registration Document.