Universal Registration Document Fiscal 2025

5.2.1 Restricted share plans

MAIN FEATURES OF RESTRICTED SHARE PLANS

The rules governing restricted share plans are as follows:

• shares will vest subject to a continued-employment condition; in addition, some restricted share grants are subject to performance conditions;
• the continued-presence condition is three years from the grant date, which is consistent with the vesting period and the performance conditions; this presence condition applies to all beneficiaries;
• the proportion of shares subject to performance conditions ranges from 10% to 100%, depending on the total number of shares awarded and on the beneficiary's role in the Company.

The performance conditions applied are directly linked to the Group’s strategic priorities, and break down as follows:

• two conditions linked to the Group’s financial performance – revenue and underlying operating profit margin,
• two conditions linked to the Group's non-financial performance and corporate responsibility, including objectives relating to talent management and sustainable development,
• one performance condition linked to Sodexo's stock market performance versus a peer group, measured based on Total Shareholder Return (TSR). The peer group comprises a panel of international companies of a similar size to Sodexo operating in the same sector. For the 2022 plan, the panel comprised seven companies: Aramark, Compass, Edenred, Elior, ISS, Rentokil and Securitas. For the 2023 plan, the panel comprised the same companies, with the removal of Edenred following the spin-off of Pluxee (the former Benefits & Rewards Services activity). For the 2024 plan, the panel comprised the six companies mentioned above, i.e., excluding Edenred. For the 2025 plans, the panel has been revised to reflect the Group's new profile following the spin-off of Pluxee on February 1, 2024. It now comprises eight companies, as follows: Accor, Adecco, Aramark, Compass, Elior, ISS, Randstad and Securitas (see section 7.3.4 for more information).

MOVEMENTS IN FISCAL 2025 AND FISCAL 2024

The table below shows movements in restricted shares during the fiscal year: