As of the date of this document and to the best of Sodexo’s knowledge:
- the Company received a statutory threshold crossing declaration on September 19, 2025, after the close of the 2025 fiscal year, pursuant to which Artisan Partners Limited Partnership declared holding 15,321,522 shares carrying theoretical voting rights, representing 7.01% of the Company’s voting rights;
- only Bellon SA, Artisan Partners Limited Partnership, First Eagle Investment Management, BlackRock Inc., Vanguard Group and MFS Investment Management hold 2% or more of the share capital or voting rights of Sodexo, directly or indirectly, through the companies they control, individually, or in concert;
- there are no shareholder agreements in place and no agreements that, if implemented, could result in a change of control of Sodexo.
8.3.5 Share buy-back program
As a reminder:
- the Combined Shareholders Meeting of December 15, 2023, after having terminated the previous authorization, again authorized the Board of Directors, in its 15th resolution, to purchase or arrange for the purchase of Company shares for a further period of 18 months. The maximum purchase price pursuant to this authorization could not exceed 120 euros per share and the total amount allocated to the authorized share buy-back program could not exceed 1.8 billion euros.
- the Combined Shareholders Meeting of December 17, 2024, after having terminated the previous authorization, again authorized the Board of Directors, in its 13th resolution, to purchase or arrange for the purchase of Company shares for a further period of 18 months. The maximum purchase price pursuant to this authorization could not exceed 105 euros per share and the total amount allocated to the authorized share buy-back program could not exceed 1.6 billion euros.
The above authorizations have been granted in order to cover restricted share plans, cancel treasury shares by reducing the share capital and/or facilitate the Sodexo liquidity contract. For more information about the objectives targeted by the two authorizations mentioned above, please refer to chapter 9 of the Fiscal 2023 and Fiscal 2024 Universal Registration Documents.
During Fiscal 2025, the Board of Directors used the above-mentioned authorizations as follows:
- Sodexo repurchased 1,157,000 shares (representing 0.8% of the share capital) at an average price of 71.86 euros per share plus trading fees of 311,621 euros excluding taxes;
- Sodexo transferred 762,980 shares for delivery under free share allocation plans.
Further, under the liquidity contract concluded between Sodexo and Exane, the following transactions were carried out during Fiscal 2025:
- purchase of 717,804 shares for a total amount of 48,454,844 euros, at an average price of 67.5 euros;
- sale of 655,934 shares for an aggregate amount of 44,622,759 euros, at an average price of 68 euros.
As of August 31, 2025, the following amounts were booked to the account:
- 82,759 actions ;
- 10,891,622 euros.
As of August 31, 2025:
- Sodexo directly held a total of 1,522,327 of its own shares (representing 1% of the share capital) intended to hedge:
- various restricted share plans set up for Group employees (for more information about restricted share plans, please refer to section 7.3 of this Universal Registration Document); and
- the Sodexo liquidity account was composed of 82,759 shares;
- the total carrying amount of the treasury shares portfolio was 110,609,239.22 euros.
Detailed information on these transactions may be found on the Sodexo website in the “Regulated information” section.
8.3.6 Description of the share buy-back program subject to the authorization of the Combined Annual Shareholders Meeting to be held on December 16, 2025
The Board of Directors proposes that the Combined Shareholders Meeting to be held on December 16, 2025, in its 14th resolution, renews the authorization granted to the Board to repurchase Sodexo shares pursuant to articles L.225-209 et seq. of the French Commercial Code, articles 241-1 et seq. of the General Regulation of the AMF and the European rules applicable to market abuses under European regulation (UE) no. 596/2014 of April 16, 2014.
The new share buy-back program would be in particular, intended to cover restricted share plans, to reduce the Company’s share capital through the cancellation of shares and to trade in the shares within the context of the existing liquidity contract.
The maximum number of shares that may be purchased under this new share buy-back program would be set at 10% of the total number of shares comprising the Company’s capital as of the date of the Combined Shareholders Meeting on December 16, 2025, i.e., as of August 31, 2025, a maximum number of 14,745,488 shares.
The maximum share purchase price under this share buy-back program may not exceed 100 euros per share and the total amount allocated to the program may not exceed 1.5 billion euros.
This authorization would be valid for a period of 18 months, replacing the authorization given for the same purpose by the Combined Shareholders Meeting on December 17, 2024, in its 13th resolution.
For further information about this authorization submitted to a vote at the Combined Shareholders Meeting on December 16, 2025, please refer to chapter 9 of this Fiscal 2025 Universal Registration Document.
