Universal Registration Document Fiscal 2025

7 Corporate Governance

Details regarding the variable compensation awarded to the Chairwoman and Chief Executive Officer for Fiscal 2025

Sophie Bellon’s variable compensation for Fiscal 2025 corresponded to 120% of her fixed compensation if her objectives were met, and could have been increased to 170% if her objectives were exceeded.

The applicable objectives, which were precisely set at the beginning of the fiscal year, were predominantly based on financial criteria (accounting for 70% of the total objectives), with-non-financial

criteria - aligned with Sodexo’s commitments to social responsibility and sustainable development - accounting for 30% of the total. All of the objectives were quantifiable.

These objectives were set at the beginning of the fiscal year based on the budget forecasts available at that time.

    WEIGHTINGS (as a % of target annual variable)      
  CRITERIA AT THRESHOLD AT TARGET AT MAXIMUM** PUBLISHED RESULTS*** PAYOUT RATE (as a % of target) CORRESPONDING AMOUNT (in euros)
Fiscal 2025 financial objectives* Organic growth 0% 20% 34% 3.3% 0% 0
Client retention 0% 10% 10% 94.0% 0% 0
Underlying operating profit margin 0% 20% 34% 4.7% 0% 0
Group net income 0% 10% 17% €695m 0% 0
Free cash flow N/A 10% 17% €459m 165% 178,200
Fiscal 2025 non-financial objectives
CSR criteria:            

Health & Safety

           

–  LTIR reduction ≥ 17%

N/A 5% 5% 4% 0% 0

–  NMIR ≥ 30:1

N/A 5% 5% 143:1 100% 54,000

Sustainable development - Deployment of the WasteWatch food waste measurement program = 85% of food RMC

N/A 10% 10% 85.4% 100% 108,000
Talent management (Top 300):            

Retention, expressed as a % of regrettable departures ≤ 5%

N/A 5% 5% 3.5% 100% 54,000

% of women in operational leadership roles ≥ 31%

N/A 5% 5% 35.7% 100% 54,000
TOTAL ANNUAL VARIABLE AWARDED FOR FISCAL 2025 (as a % of target annual variable) 0% 100% 142%     448,200

The achievement rates of the objectives underlying the annual variable compensation awarded to the Chairwoman and CEO reflect the rigorous application of the performance criteria and the requirement for alignment between compensation and the Group’s results. The objectives were set at the beginning of the fiscal year, without any adjustment following the revision of the outlook during the year.

The Group’s organic growth (+3.3%) and underlying operating profit margin (4.7%) fell short of the guidance communicated to the market at the beginning of the fiscal year and of the Group's internal targets. This is primarily due to lower-than-expected growth in certain geographies, particularly the United States. As a consequence, the net income was impacted and did not reach its target set for the fiscal year.

The client retention objective - measured as the percentage of Fiscal 2024 revenues retained in Fiscal 2025 - was not met, due to the loss of a few major contracts in a highly competitive environment.

However, the free cash flow objective was fully achieved, reflecting the strength of the Group’s operational fundamentals, strict working capital management, and constant financial discipline.

In terms of health and safety, the monitoring of the Near Miss Incident Ratio (NMIR) is aimed at fostering a culture of accident prevention. The objective set for this indicator was largely exceeded. The reduction in the Lost Time Incident Rate (LTIR) continued over the fiscal year, resulting in a cumulative decrease of 31% since 2022. However, the level achieved remains below the target set for the fiscal year.

The environmental sustainability objective, assessed based on the deployment of the internal WasteWatch food waste measurement program, was met. The program covered 85.4% of Fiscal 2025 food raw material costs (RMC), representing full deployment across all eligible sites. This rollout is a key lever in the fight against food waste (see Chapter 2 for more information on Sodexo’s sustainability commitments).

Lastly, the talent management objective - based on two indicators covering the Group senior executives population: the regrettable turnover rate and gender balance in operational leadership roles - was achieved. This strong result highlights the Senior Management’s continued focus on leadership development, succession planning, and the promotion of equity and inclusion.

In conclusion, the annual variable compensation payout rate for the Chairwoman and Chief Executive Officer corresponds to 41.5% of her target variable compensation.