Universal Registration Document Fiscal 2025

7 Corporate Governance

Performance shares that became available during Fiscal 2025

No performance shares vested for Sophie Bellon, Chairwoman and CEO, during Fiscal 2025. As a reminder, Sophie Bellon did not receive any performance share grants prior to Fiscal 2023.

The key terms of the performance share plans under which the shares became available during Fiscal 2025 are described in section 7.3.4.

Post-term benefits

In accordance with the compensation policy for the Chief Executive Officer approved by shareholders at the Annual General Meetings held on 19 December 2022 (94.4% approval), 15 December 2023 (82.5%), and 17 December 2024 (91.1%) - covering the entire period during which Sophie Bellon has served as Chairwoman and CEO - as the policy applies to all employees, and taking into account Sophie Bellon’s stated intention to exercise her retirement rights, the Board of Directors confirmed the retention of unvested rights under the performance share plans granted in January 2023, February 2024, and April 2025. It is recalled that she did not benefit from any free share awards prior to Fiscal 2023 and therefore has not definitively acquired any shares with her duties to date.The delivery of the shares will remain subject to the satisfaction of the performance conditions, with no acceleration of the vesting period.

There will be no performance share awards for Sophie Bellon in respect of Fiscal 2026.

History of performance shares granted to the Chairwoman and Chief Executive Officer
TABLE 9, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02
PLAN DATE VALUATION OF SHARES(1) (in euros) NUMBER OF PERFORMANCE SHARES INITIALLY GRANTED PERFORMANCE CONDITIONS NUMBER OF VESTED SHARES VESTING DATE AVAILABILITY DATE
04/24/2025 04/24/2025

VALUATION OF SHARES

(1) (in euros)
1,589,360
04/24/2025

NUMBER OF PERFORMANCE SHARES INITIALLY GRANTED

40,000
04/24/2025

PERFORMANCE CONDITIONS

100%
04/24/2025

NUMBER OF VESTED SHARES

N/A
04/24/2025

VESTING DATE

04/23/2028
04/24/2025

AVAILABILITY DATE

04/24/2028
02/23/2024 02/23/2024

VALUATION OF SHARES

(1) (in euros)
1,978,368
02/23/2024

NUMBER OF PERFORMANCE SHARES INITIALLY GRANTED

34,500
02/23/2024

PERFORMANCE CONDITIONS

100%
02/23/2024

NUMBER OF VESTED SHARES

N/A
02/23/2024

VESTING DATE

02/22/2027
02/23/2024

AVAILABILITY DATE

02/23/2027
01/31/2023 01/31/2023

VALUATION OF SHARES

(1) (in euros)
1,784,516
01/31/2023

NUMBER OF PERFORMANCE SHARES INITIALLY GRANTED

33,844(1)
01/31/2023

PERFORMANCE CONDITIONS

100%
01/31/2023

NUMBER OF VESTED SHARES

N/A
01/31/2023

VESTING DATE

01/30/2026
01/31/2023

AVAILABILITY DATE

01/31/2026

It should be remembered that Sodexo’s long-term compensation system currently consists solely of performance share grants. The tables relating to stock options referred to in the AFEP-MEDEF Code are not applicable and accordingly have not been provided.

Summary of benefits – Chairwoman and Chief Executive Officer
TABLE 11, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02
  EMPLOYMENT CONTRACT  SUPPLEMENTAL PENSION PLAN COMPENSATION OR ENTITLEMENTS DUE OR LIKELY TO BECOME DUE AS A RESULT OF A CHANGE IN DUTIES OR LOSS OF OFFICE INDEMNITY RELATING TO A NON-COMPETE CLAUSE
  YES NO YES NO YES NO YES NO
Sophie Bellon Chairwoman and Chief Executive Officer                
Appointment date: January 26, 2016   X X*     X   X
Expiration of current term: Annual Shareholders Meeting held to approve the financial statements for Fiscal 2026