Universal Registration Document Fiscal 2025

9 Combined Shareholders Meeting of December 16, 2025

Fourteenth resolution: Authorization for the Company to purchase its own shares
Purpose

In the fourteenth resolution, shareholders are invited to renew the 18-month authorization granted to the Board of Directors to enable the Company to purchase its own shares at any time other than when a public tender offer for the Company’s shares is in progress.

In accordance with French law and market practice, it is proposed that they be limited to 10% of the number of shares comprising the share capital as of the date of the Annual Shareholders Meeting of December 16, 2025, after deducting the number of shares sold under the liquidity contract during the term of the authorization, and provided that, in any event, the implementation of the authorization granted may not result in the number of shares held directly or indirectly by the Company, at any time, exceeding 10% of the total number of shares forming the share capital on the date in question.

The maximum price of the shares that may be purchased under this share buyback program would be 100 euros per share (excluding costs and adjustments) and the total amount invested in the program may not exceed 1.5 billion euros.

The shares purchased would be used, inter alia, to (i) cover restricted share plans; (ii) reduce the Company’s share capital by canceling shares, it being provided that buybacks with a view to cancellation shall be conditional on compliance with the 1-2x gearing ratio and on a high level of available liquidity in the absence of any significant acquisitions; and (iii) provide liquidity in Sodexo shares under the liquidity contract entered into between Sodexo and Exane BNP Paribas.

As of August 31, 2025, the Company held 1,522,327 treasury shares, corresponding to circa 1% of its share capital, mainly allocated to cover commitments to beneficiaries under restricted share plans and employee share purchase plans as well as the liquidity contract. For information on the implementation of the previous share buyback authorization, see section 8.3.5 of this Fiscal 2025 Universal Registration Document.

Fourteenth resolution
(AUTHORIZATION FOR THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY)

Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with articles L.225-210 et seq. and L.22-10-62 et seq. of the French Commercial Code, articles 241-1 et seq. of the General Regulations of the French securities regulator (Autorité des marchés financiers – AMF) and the European regulatory framework applicable to market abuse (based on Regulation (EU) no. 596/2014 of April 16, 2014), authorizes the Board of Directors – with powers to subdelegate within the law – to purchase or arrange for the purchase of a number of Sodexo shares representing up to 10% of the Company’s share capital as of the date of this meeting (i.e., as an indication, as at August 31, 2025, a maximum of 14,745,488 shares), it being stipulated that (i) when shares are purchased to ensure the liquidity of the Sodexo share under the conditions defined below, the number of shares taken into account for the calculation of this 10% limit corresponds to the number of shares purchased, less the number of shares sold during the term of this authorization and (ii) if this authorization is used, the existing number of treasury shares must be taken into account such that the Company does not at any time hold more treasury shares than the legally permitted maximum of 10% of its share capital.

The Shareholders Meeting resolves that Sodexo shares can be purchased, sold, exchanged or transferred for the following purposes:

  • to implement a stock option plan enabling beneficiaries to acquire – for consideration and by all authorized means – shares of the Company in accordance with articles L.225-177 et seq. of the French Commercial Code or any similar plan, with the beneficiaries notably including (i) employees and/or Corporate Officers of the Company or of companies or groupings affiliated to it under the conditions provided for in article L.225-180 of the French Commercial Code, and/or (ii) any other beneficiary authorized by law to receive such stock options; or
  • to grant restricted shares of the Company in accordance with articles L.225-197-1 et seq. of the French Commercial Code, notably to (i) employees of the Company or of companies or groupings affiliated to it under the conditions provided for in article L.225-197-2 of the French Commercial Code, and/or (ii) Corporate Officers of the Company or of companies or groupings affiliated to it under the conditions provided for in article L.225-197-1 II of the French Commercial Code, and/or (iii) any other beneficiary authorized by law to receive such share grants; or
  • to allocate or sell shares to employees in connection with an employee profit-sharing plan or a Company or Group share purchase plan (or equivalent plan) under the conditions provided for by French law, including articles L.3332-1 et seq. of the French Labor Code; or
  • generally, to fulfill the obligations related to stock option plans or other share grants to employees or Corporate Officers of the Company or an affiliated company in accordance with the applicable laws and regulations; or
  • to transfer shares upon exercise of rights attached to securities issued by the Company or, as authorized by law, by entities affiliated to it, which give access to the Company’s capital immediately or in the future, by way of redemption, conversion, exchange, presentation of a warrant or any other method; or
  • to hold and transfer shares as a means of exchange, payment or otherwise in connection with mergers and acquisitions, provided that the number of shares acquired by the Company with a view to their retention and subsequent remittance in payment or in exchange in connection with a merger, demerger or contribution may not exceed 5% of the share capital ; or
  • to carry out market-making in Sodexo shares under a liquidity contract with an investment services provider, in accordance with the market practices accepted by the AMF; or
  • cancel all or part of the shares thus repurchased, by way of a capital reduction within the limits set by law, by this resolution and by the nineteenth resolution submitted to this Shareholders Meeting or, if applicable, by any similar resolution which may succeed it during the period of validity of this authorization; or
  • permit the implementation of any market practices that may be authorized at a future date by the AMF and, generally, the execution of any other transaction that complies with the applicable regulations. In this case, shareholders will be notified by means of a press release.