Universal Registration Document Fiscal 2025

7 Corporate Governance

Sodexo Sustainability scorecard

The Sustainability scorecard has been changed, effective from Fiscal 2026, following the implementation of the Group's new Better Tomorrow 2028 Sustainability strategy.

Climate action levers and their measurable criteria

1. Healthy and sustainable food

  • Objective: Accelerate the adoption of nutritious, low-carbon meals and promote informed consumer choices.
  • Measurable criterion: % deployment rate of recipe carbon-calculation tools.
  • Impact on Sodexo’s carbon footprint: reduction of Scope 3 greenhouse gas (GHG) emissions.

2. On-site resource efficiency

  • Objective: Minimize food and non-food waste.
  • Measurable criterion: % adoption score of the on-site WasteWatch program.
  • Impact on Sodexo’s carbon footprint: reduction of Scope 3 GHG emissions.
  • Objective: Transition the vehicle fleet toward low-emission alternatives.
  • Measurable criterion: % of hybrid, electric, and alternative-fuel vehicles.
  • Impact on Sodexo’s carbon footprint: reduction of Scope 1 & 2 GHG emissions.
CRITERIA AND WEIGHTINGS PERFORMANCE MEASUREMENT METHODS
Organic growth (20% weighting) measured over the period 2026, 2027 and 2028

Organic growth (20% weighting) measured over the period 2026, 2027 and 2028

PERFORMANCE MEASUREMENT METHODS

Shares subject to this criterion will vest based on a performance range:

  • Below the lower limit: no shares vest
  • At the lower limit: 50% of shares vest
  • At or above the upper limit: 100% of shares vest
  • Between the lower and upper limits: % of vested shares calculated on a straight-line basis
Underlying operating profit margin (30% weighting) measured over the period 2026, 2027 and 2028

Underlying operating profit margin (30% weighting) measured over the period 2026, 2027 and 2028

PERFORMANCE MEASUREMENT METHODS

Shares subject to this criterion will vest based on a performance range:

  • Below the lower limit: no shares vest
  • At the lower limit: 50% of shares vest
  • At or above the upper limit: 100% of shares vest
  • Between the lower and upper limits: % of shares calculated on a straight-line basis

In the event of an exceptional performance in Fiscal 2028, the shares subject to this criterion will vest

10% Index de développement durable

Sustainability scorecard (10% weighting) Achievement by the end of Fiscal 2028 of three (3) equally weighted objectives, focused on the Group's scope 1, 2 and 3 greenhouse gas emissions. These objectives are in line with the Better Tomorrow 2028 strategy (see Chapter 2):
  • % of site-level WasteWatch program adoption score
  • % of increase in electric, hybrid, or alternative-fuel vehicles in the Sodexo fleet
  • % of deployment of carbon calculation tools for recipes

10% Index de développement durable

Sustainability scorecard (10% weighting) Achievement by the end of Fiscal 2028 of three (3) equally weighted objectives, focused on the Group's scope 1, 2 and 3 greenhouse gas emissions. These objectives are in line with the Better Tomorrow 2028 strategy (see Chapter 2):


  • % of site-level WasteWatch program adoption score
  • % of increase in electric, hybrid, or alternative-fuel vehicles in the Sodexo fleet
  • % of deployment of carbon calculation tools for recipes

PERFORMANCE MEASUREMENT METHODS

  • 3 equally weighted objectives
  • The conditions for the acquisition of shares subject to this criterion will be specified at the time of the performance share grant, in alignment with the Better Tomorrow 2028 roadmap

Talent management (10% weighting)

Achievement by the end of Fiscal 2028 of a target internal promotion rate within the Group’s senior leadership teams (Senior Leaders)

Talent management (10% weighting)

Achievement by the end of Fiscal 2028 of a target internal promotion rate within the Group’s senior leadership teams (Senior Leaders)

PERFORMANCE MEASUREMENT METHODS

Shares subject to this criterion will vest based on a performance range:

  • Below the lower limit: no shares vest
  • At the lower limit: 50% of shares vest
  • At or above the upper limit: 100% of shares vest
  • Between the lower and upper limits: % of vested shares calculated on a straight-line basis

Total Shareholder Return (TSR) (30% weighting)

Sodexo's TSR ranking assessed over the 2026-2028 period versus an international peer group comprising the following eight companies: Accor, Adecco, Aramark, Compass Group, Elior, ISS, Randstad, Securitas (see section 7.3.1.3).

Total Shareholder Return (TSR) (30% weighting)

Sodexo's TSR ranking assessed over the 2026-2028 period versus an international peer group comprising the following eight companies: Accor, Adecco, Aramark, Compass Group, Elior, ISS, Randstad, Securitas (see section 7.3.1.3).

PERFORMANCE MEASUREMENT METHODS

  • Ranking below median: no shares vest
  • 1st quartile ranking: 100% of shares vest
  • Between the two values: % of shares calculated on a straight-line basis
SODEXO TSR RANK PERCENTAGE OF SHARES THAT VEST
1st quartile

1

st

quartile

PERCENTAGE OF SHARES THAT VEST

1

st

quartile

PERFORMANCE MEASUREMENT METHODS

100%

2nd quartile

2

nd

quartile

PERCENTAGE OF SHARES THAT VEST

2

nd

quartile

PERFORMANCE MEASUREMENT METHODS

50-100%

Median

Median

PERCENTAGE OF SHARES THAT VEST

Median

PERFORMANCE MEASUREMENT METHODS

50%

Below the median

Below the median

PERCENTAGE OF SHARES THAT VEST

Below the median

PERFORMANCE MEASUREMENT METHODS

0%