Universal Registration Document Fiscal 2025

7 Corporate Governance

The underlying operating profit margin objectives were met for Fiscal 2022 and 2023. For Fiscal 2024, while it came in below the initial objective, underlying operating profit margin was up significantly compared to the previous year, reflecting continued progress in operating performance:

  • In Fiscal 2022, underlying operating profit margin (including Pluxee) came in at 5.0%, i.e., within the target range of 4.85% to 5.25%, despite inflationary pressures and significant investments in digital, sales and marketing. This performance was achieved thanks to the strong post-Covid revenue recovery, combined with strict cost control, and higher interest rates in the Benefits & Rewards business;
  • In Fiscal 2023, underlying operating profit margin (including Pluxee) reached 5.6%, i.e., the midpoint of the target range of 5.3% to 5.9%, driven by operational leverage from revenue growth and tight control of overheads, as well as a significant contribution from Pluxee due to higher interest rates, which boosted financial income and margins. These factors offset inflationary pressures on production costs and enabled the Group to finance the capital expenditure required for its long-term growth;
  • In Fiscal 2024, underlying operating profit margin stood at 4.7%, i.e., below the target range, but up 40 basis points compared with the previous year, fueled by revenue growth, disciplined inflation management, and improved on-site productivity.

The stock market performance condition related to Sodexo’s TSR versus an industry peer group was partially met (89% achievement), with Sodexo generating a TSR over the period of +34.2% and ranking in the second quartile of the seven companies included in the peer group.

The diversity condition was met in full, based on the following rates achieved:

  • 41.3% women within the executives reporting directly to a member of the Sodexo Leadership Team as of August 31, 2024, i.e., above the 40% target;
  • 30.4% women in operational leadership positions in the GSE, i.e., above the 30% top end of the target range.

Lastly, the condition linked to the sustainability scorecard was also met in full, with all four of the defined criteria achieved:

  • expenditure with small and medium-sized suppliers amounted to 2.5 billion euros, above the target of 1.9 billion euros;
  • 6,577 sites have deployed tools to reduce food waste, above the target of 4,000 sites;
  • 73% of Sodexo buildings now use renewable electricity, above the target of 60%;
  • the percentage of products that are derived from plants rather than animals was found to be 57.3% in Fiscal 2024, above the target of 57%.
CRITERIA REVENUES UNDERLYING OPERATING PROFIT MARGIN TSR SUSTAINABILITY SC0RECARD DIVERSITY
ACHIEVEMENT RATE ACHIEVEMENT RATE

REVENUES

100%

ACHIEVEMENT RATE

UNDERLYING OPERATING PROFIT MARGIN

49%

ACHIEVEMENT RATE

TSR

89%

ACHIEVEMENT RATE

SUSTAINABILITY SC0RECARD

100%

ACHIEVEMENT RATE

DIVERSITY

100%

A total of 756,066 shares therefore vested on February 1, 2025, or June 22, 2025, under the plans dated February 1, 2022, and June 22, 2022, respectively.

Plans set up during Fiscal 2025

The performance conditions of the plans granted on April 24, 2025 and June 26, 2024 are detailed in section 7.3.2.1, in the sub-section relating to performance shares granted in respect of Fiscal 2025 to the Chairwoman and CEO.