Universal Registration Document Fiscal 2025

Performance shares granted to the Chairwoman and Chief Executive Officer for Fiscal 2025

In accordance with the compensation policy for the Chief Executive Officer approved at the Annual Shareholders Meeting of December 17, 2024, and the authorization given to the Board of Directors at the Annual Shareholders Meeting of December 15, 2023 (18^th resolution), at its meeting on April 24, 2025, the Board decided to grant Sophie Bellon 40,000 performance shares, representing 0.03% of the Company's share capital and 4.1% of the total number of shares granted during the fiscal year.

The value of this grant, amounting to 1,589,360 euros, is equivalent to 80% of her target annual fixed and variable compensation, i.e., below the target level of performance share grants to Sodexo's Chief Executive Officer set in the Fiscal 2025 compensation policy, and down 20% from the Fiscal 2024 grant.

The Board of Directors took into account the recent change in Sodexo’s share price and reaffirmed the importance of maintaining a rigorous and balanced approach in determining performance share grants.

The moderate approach adopted by the Board of Directors also helps prevent any potential windfall effect.

The shares granted are subject to a three-year vesting period and their vesting is contingent upon the achievement of performance conditions aligned with the Group’s key strategic priorities. In light of recent developments, the Board of Directors deemed it appropriate to adjust the diversity criterion to focus on internal promotion rates, reflecting Sodexo’s commitment to fostering professional engagement by training, promoting, and retaining talent. The weighting of the criterion remains unchanged.

The performance conditions are structured as follows:

• 50% based on two financial criteria: 20% on the Group’s organic growth and 30% on the Group’s underlying operating profit margin;
• 20% based on two sustainability criteria: 10% on the internal promotion rate within the Group’s senior leadership team (Senior Leaders) and 10% on an internal sustainability scorecard. The talent management criterion was revised as part of this plan and reflects Sodexo's commitment to the professional development of its employees, through training, promotion and talent retention;
• 30% based on one external criterion: Total Shareholder Return (TSR) versus that of a peer group of companies.

The financial performance objectives are as follows:

• for the organic growth condition: the objective is based on the Group’s Compound Annual Growth Rate. Between 50% and 100% of the shares subject to this condition will vest if the rate for the 2025–2027 period falls within a range aligned with the Group’s medium-term financial objectives. Below the lower limit of the range, no shares will vest;
• for the underlying operating profit margin condition: a performance range has been defined for each of Fiscal 2025, 2026, and 2027, allowing for the vesting of between 50% and 100% of one-third of the shares subject to this condition for each year. The upper and lower limits of the ranges are aligned with the Group’s medium-term financial objectives. Below the lower limits, no shares will vest. In the event of exceptional performance in the Compound Annual Growth Rate of underlying operating profit margin in value terms, over the full period, all of the shares subject to this condition will vest.

For confidentiality reasons, the organic growth and underlying operating profit margin objectives are not disclosed at the time they are set. They will be communicated once performance has been assessed by the Board of Directors at the end of the three-year period.

The non-financial performance objectives are as follows:

• for the talent management condition within the senior leadership team (defined as the Group’s Senior Leaders): between 50% and 100% of the shares subject to this condition will vest if the internal promotion rate at the end of Fiscal 2027 is between 16% and 18.5%. Below the lower limit, no shares will vest;
• for the sustainability condition, the objective is to meet target thresholds across three equally weighted criteria. No shares will vest below the defined targets, and each target achieved will result in the vesting of one-third of the shares subject to this condition, as follows:
  • reduce food waste by 50% by the end of Fiscal 2027 (it had been reduced by 40.7% as of August 31, 2024);
  • reach 35% of electric, hybrid, or alternative-fuel vehicles across Sodexo’s fleet by the end of Fiscal 2027 (21% as of August 21, 2024);
  • reach 50% of vegetarian or plant-based protein dishes in menus by the end of Fiscal 2027 (43.2% of the core menu as of August 31, 2024).
• for the external condition, the objective is based on Sodexo’s TSR ranking over the plan period relative to a peer group of eight international companies: Accor, Adecco, Aramark, Compass Group, Elior, ISS, Randstad, and Securitas. No shares subject to this condition will vest if Sodexo ranks below the median of the peer group. A partial vesting of 50% of the shares is triggered at the median ranking, and 100% vesting occurs if Sodexo ranks in the first quartile. Between these two thresholds, the percentage of shares vested is calculated on a straight-line basis.