Sodexo : Fiscal 2024 Universal Registration Document

Universal Registration Document

Fiscal 2024

CONTENTS

Message from Sophie Bellon	2
1 - INTEGRATED REPORT	5
PROFILE	7
	The women and men at Sodexo: the embodiment	8
	of the Group's mission and values
	Our activities for sustainable food and valued experiences	10
	A sustainable value-creation model	12
	A long-term vision ensured through founding family	14
	shareholding
	Risk management at the core of our activities	15
	Profitable and responsible growth over the long term	16
	An independent Board of Directors	18
	A committed Leadership Team	20
STRATEGY & PERFORMANCE	23
	Operating in a growth market with strong tailwinds	24
	Pursuing the implementation of the 2025 strategic plan	25
	Accelerating the transformation of Food services	26
	Targeted growth in Facilities Management services	28
	Key growth enablers	29
	Choosing responsible growth	30
	Summary of performance and strategic moves	34
IMPACT	39
	Sustainable	40
	Attractive	44
	Desirable	46
	Innovative	48
	Committed	52
	Memorable	56
2 - CORPORATE RESPONSIBILITY AT SODEXO	61
2.1	Better Tomorrow 2025	62
2.2	Non-financial reporting	69
2.3	Vigilance Plan	81
2.4	Controversies	85
2.5	Our reporting methodology	86
3 - FISCAL 2024 ACTIVITY REPORT	99
3.1	Fiscal 2024 highlights	100
3.2	Fiscal 2024 Performance of Sodexo	102
3.3	Consolidated financial position	106

4 - CONSOLIDATED FINANCIAL STATEMENTS	111
4.1	Consolidated financial statements	112
4.2	Notes to the consolidated financial statements	118
4.3	Supplemental information and condensed Group	169
	organization chart
4.4	Statutory Auditors' Report on the consolidated	174
	financial statements
5 - INFORMATION ON THE ISSUER	179
5.1	Sodexo S.A. individual Company financial statements	180
5.2	Notes to the individual Company financial	181
	statements
5.3	Supplemental information on the individual Company	195
	financial statements
5.4	Statutory Auditors' Report	197
6 - RISK MANAGEMENT	203
6.1	Definition and objectives of risk management	204
	and internal control
6.2	Risk management and internal control organization	207
6.3	Risk factors	209
6.4	Group Internal Audit Department	217
7 - CORPORATE GOVERNANCE	219
7.1	Board of Directors	221
7.2	Relations with Bellon SA	248
7.3	Other information	252
7.4	Compensation	261
8 - SHAREHOLDERS AND SHARE CAPITAL	283
8.1	Sodexo share performance	285
8.2	Financial communications policy	290
8.3	Shareholders	293
8.4	Additional general information and bylaws	297
	of the Company
9 - COMBINED SHAREHOLDERS MEETING	301
	OF DECEMBER 17, 2024
9.1	Agenda	302
9.2	Resolutions submitted to the Combined Shareholders	303
	Meeting of December 17, 2024
10 - OTHER INFORMATION	315
10.1	Glossary	316
10.2	Responsibility for the Universal Registration	318
	Document and the audit of the financial statements
10.3	Reconciliation tables	319

Sodexo is committed to the practice of Integrated Reporting, based on the recommendations of the International Integrated Reporting Council (IIRC) and the Group's roadmap for corporate responsibility, Better Tomorrow 2025. Managers from various departments within the Group took part in a series of workshops to cocreate the report, ensuring there is a common perspective on Sodexo's overall economic, social and environmental performance. This Fiscal 2024 Integrated Report draws on information

from the Universal Registration Document in which it is published.

This is a translation into English of the Universal Registration Document of the Company issued in French and available on the website of the Issuer.

The Universal Registration Document was filed on November 5, 2024 with the AMF, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.

The Universal Registration Document may be used for the purposes of a public offering of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole document is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This Document is a reproduction of the official version of the Universal Registration Document including the 2024 Annual Financial Report prepared in accordance with the European Single Electronic Format (ESEF) and filed with the AMF, available on Sodexo's website, www.sodexo.com, and on the AMF website, www.amf-france.org

The world leader in sustainable food and valued experiences,

at every moment in life.

Founded in Marseille in 1966 by Pierre Bellon, Sodexo has developed a unique responsible business model and an integrated service offering that creates value for all its stakeholders.

Since its creation, Sodexo's founding mission has positioned the company as a pioneer to meet the challenges of everyday life.

The Group stands out for its independence, its founding family shareholding and its business model. Through its two activities of Food and Facilities Management services, it strives to be the world leader in sustainable food and valued experiences.

Key figures

as of August 31, 2024

23.8 billion euros

consolidated revenues

423,000

employees

27,000

client sites

#1

France-based private employer worldwide*

45

countries

80 million

consumers served daily

11.9 billion euros

in market capitalization

82.5%

employee engagement rate

Listed on the CAC Next 20, Bloomberg France 40, CAC 40 ESG, CAC SBT 1.5, FTSE 4 Good and DJSI.

Source Sodexo

* 2024 Forbes Global 2000 ranking

SODEXO - UNIVERSAL REGISTRATION DOCUMENT - FISCAL 2024

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MESSAGE FROM SOPHIE BELLON

"In 2024, we took major steps to simplify the Group and laid a strong strategic foundation for a future that will create value for all our stakeholders.

Sophie Bellon,

Chairwoman of the Board

and Chief Executive Officer

When I stepped into the role of Group's CEO three years ago,

I shared my ambition for Sodexo to become the world leader in sustainable food and valued experiences and initiated the Group's transformation journey to accelerate its profitable and responsible growth. 2024 has been a year of tremendous progress in implementing our strategic plan, and memorable in many ways.

We are particularly proud of our contribution to the Paris 2024 Olympic and Paralympic Games. This extraordinary event was a logistical, culinary and human feat, demonstrating our expertise in delivering quality food service on a very large scale, with up

to 40,000 meals served every day.

Our employees dedicated their passion and creativity into creating an exceptional experience for all our guests, showcasing our expertise.

During this fiscal year, we took decisive steps to simplify and refocus our business. Accelerating Pluxee's profitable growth was one of the top priorities announced in 2022. The spin-off and listing of Pluxee represents a defining transaction that makes us more agile and strengthens our strategic focus. Additionally, the recent sale of Sofinsod - Sodexo's cross-shareholding in Bellon SA

• clarifies Sodexo's ownership structure and makes it more transparent.

Sodexo is now well equipped to seize the opportunities in a global market estimated at more than 600 billion euros.

As part of our strategy, our first pillar is to refocus on Food services while pursuing targeted growth in Facilities Management services. We rebalanced our business portfolio with Food services now accounting for 66% of Sodexo's revenues.

We are making significant strides in developing our food brands. Modern Recipe, The Good Eating Company and Kitchen Works are redefining the culinary experiences we provide, reinforcing the modernity and attractiveness of our offering while enabling us to be more efficient and competitive. Today, 37% of Food service revenues are generated by these branded offers.

We continue to transform our production models, with the rollout of next-generation culinary workshops that combine culinary excellence, efficiency and sustainability.

This year, Prêt-à-Cuisiner was inaugurated in France based on the Colina model in Chile, while MasterKitchen in India is already producing more than 45,000 meals a day. In the United States, our largest market, we enhanced our InReach convenience offering with five acquisitions in Fiscal 2024.

With respect to Facilities Management services, we take pride in helping our clients improve their employees' experience at their sites by offering additional services that enhance the food experience (reception, concierge service, space planning, etc.) and by providing high value-added services tailored to their environments (smart buildings, sustainable energy management, etc.). The renewal of our contracts with global strategic accounts is a testament to the key role we play in creating appealing working environments for clients, while also contributing to their operational efficiency and their own sustainability commitments.

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MESSAGE FROM SOPHIE BELLON

The second pillar of our strategy aims to ramp up and accelerate our sustainability impact.

At Sodexo, we firmly believe that food is one of the most powerful levers to reduce the environmental impact of human activities. As a global player, we have a responsibility to encourage production practices and eating habits that are healthy and respect the planet and communities. Our thousands of chefs worldwide play a pivotal role in this transition., serving as both creators of flavors and ambassadors of new, virtuous culinary practices. Training them, developing their expertise and valuing the role they play in offering more responsible food choices is central to what we do. What makes food particularly special is that it is deeply rooted in cultural identities. Incorporating this multicultural dimension is crucial for building inclusive and sustainable solutions. As such, the first International Sustainable Food Barometer, published by Sodexo in late 2023, provided valuable lessons to better understand obstacles to healthy, sustainable food and develop ways to overcome them. It strengthened our commitment to taking concrete action in delivering solutions tailored to our clients' needs. We embrace this challenge day after day with ambition and conviction.

Because reducing our carbon footprint across our value chain remains a top priority, this year we continued collaborating with our suppliers, teams and clients to optimize energy consumption, offer low-carbon meals and scale up our food waste prevention initiatives. Our waste reduction program, WasteWatch, enabled us to achieve an average waste reduction of -41%. Additionally, our carbon emissions are down by -2.5% (vs. 2023, absolute scopes 1, 2 and 3).

We have made significant progress in implementing our holistic approach to having a positive impact on people and the planet. For the second consecutive year, we achieved record-high performance in Health and Safety at work. The support we provide to our on- site employees, a key driver of employee attraction and retention, is also a high priority, as illustrated by the rollout of our global employee benefits program Vita, which will be effective in 60% of the countries in which we operate by the end of 2024. We are also advancing our efforts in terms of Diversity, Equity and Inclusion, an area in which Sodexo has long excelled and continues to challenge itself to make further progress. For example, 41% of the company's Senior Executives are women.

A key differentiator for our clients and a unique feature of the Group since it was created, our environmental, social and societal commitments make Sodexo an attractive employer for talents. These commitments also regularly earn us recognition from various institutions. As an example, in 2024 Sodexo was the only company in its sector included among the global leaders in the CDP Climate Change A list. We were also ranked among the 2024 "World's Most Ethical Companies®" by Ethisphere.

Our strategic pillars are underpinned by key growth levers. We are making progress in transforming our supply chain, with a disciplined approach to streamlining our catalog. We invested over 600 million euros in Fiscal 2024

in technology, digital initiatives and data to strengthen our direct relationship with consumers (demonstrated by a 25% annual increase in active users on our digital apps) and to embed artificial intelligence in our operations.

We are also expanding our centers of expertise and innovation to support growth across all our countries.

Thanks to all this progress, Sodexo has once again delivered a strong performance this year, reporting revenues of 23.8 billion euros, with organic revenue growth up +7.9%, and an operating margin of 4.7%, an increase of 40 basis points. Our commercial development achieved a significant milestone, reaching a record 1.9 billion euros and we are committed to achieving a client retention performance of 96% over the long term. We returned to our pre-Pluxee spin-off financial position, reducing our net debt and increasing our financial leverage, thereby demonstrating our business model's ability to generate liquidity.

None of these results would have been possible without the exceptional commitment of our teams around the world. I warmly thank all of Sodexo's 423,000 employees for their dedicated service spirit, team spirit and spirit of progress in a complex and demanding environment. Every day in every school, university, company, institution, hospital, stadium and hospitality venues where they work, our employees embody our values, share their passion and expertise, and strive to serve our consumers better.

We have made great progress over the past year. 2025 will be a pivotal year in which we will demonstrate our ability to fulfill the commitments made in 2022 and affirm our determination to transform Sodexo. Our new 2028 strategic plan will be a combination of continuity and acceleration.

I am confident that the solid foundations we have laid, coupled with our values and our commitment to innovation and sustainability, will empower us to seize the opportunities that lie ahead. These

Sodexo is pursuing its transformation with determination by enhancing operational excellence and reaffirming its commitments to innovation and sustainability."

elements will shape the future chapters of Sodexo's history, which we will write by harnessing on the talents of tomorrow.

Thank you to our employees for their exceptional commitment, and to our clients, shareholders and partners for their trust and continued support.

SODEXO - UNIVERSAL REGISTRATION DOCUMENT - FISCAL 2024

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CHAPTER 1

1

Integrated Report

INTEGRATED REPORT

PROFILE	7
The women and men at Sodexo: the embodiment	8
of the Group's mission and values
Our activities for sustainable food and valued experiences	10
A sustainable value-creation model	12
A long-term vision ensured through founding family	14
shareholding
Risk management at the core of our activities	15
Profitable and responsible growth over the long term	16
An independent Board of Directors	18
A committed Leadership Team	20

STRATEGY & PERFORMANCE	23
Operating in a growth market with strong tailwinds	24
Pursuing the implementation of the 2025 strategic plan	25
Accelerating the transformation of Food services	26
Targeted growth in Facilities Management services	28
Key growth enablers	29
Choosing responsible growth	30
Summary of performance and strategic moves	34

IMPACT	39
Sustainable	40
Attractive	44
Desirable	46
Innovative	48
Committed	52
Memorable	56

SODEXO - UNIVERSAL REGISTRATION DOCUMENT - FISCAL 2024

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6	SODEXO - UNIVERSAL REGISTRATION DOCUMENT - FISCAL 2024

PROFILE

Operating in 45 countries, Sodexo draws on the know-how and expertise of its employees at over 27,000 client sites, improving the lives of 80 million consumers every day.

SODEXO - UNIVERSAL REGISTRATION DOCUMENT - FISCAL 2024

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1

Integrated Report

Profile

The women and men at Sodexo: the embodiment of the Group's mission and values

Since 1966, guided by a founding mission, strong values and an entrepreneurial spirit, the women and men at Sodexo have served their clients and consumers. Sodexo is one of the largest employers in the world.

The Group's continued growth is a result of the professionalism, commitment, and performance of diverse teams. Ethical and responsible business conduct is a fundamental pillar of Sodexo's commitments, essential to its success and the basis of the trust placed in it by its stakeholders.

Our mission

To improve the quality of life of our employees and those we serve, and contribute to the economic, social and environmental progress in the communities where we operate.

Our values

Service spirit	Team spirit
Clients and consumers	Each person's skills combine with
are at the center of	other team members' knowledge
everything we do.	to help ensure Sodexo's success.

Spirit of progress

Understanding one's successes

as well as one's failures is fundamental

to continuous improvement.

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