Sodexo : Fiscal 2023 Universal Registration Document

Universal

Registration

Document

Fiscal 2023

CONTENTS

Message from Sophie Bellon	2	4 - CONSOLIDATED FINANCIAL STATEMENTS
		4.1	Consolidated financial statements	100
1 - INTEGRATED REPORT		4.2	Notes to the consolidated financial statements	106
1.1 - PROFILE		4.3 Supplemental information and condensed Group
		organization chart	160
Our fundamentals	6
4.4	Statutory Auditors' Report on the consolidated financial
Our activities for sustainable food and valued experiences	7
	statements	165
A sustainable value-creation model	8
4.5	Pro Forma consolidated financial statements unaudited	170
A long-term vision ensured through founding
	4.6	Statutory Auditors' Report on the Pro Forma financial
family shareholding	10
	Information for the year ended August 31, 2023	174
Effective risk management	11
Profitable and responsible growth over the long term	12	5 - INFORMATION ON THE ISSUER
An independent Board of Directors	14
5.1	Sodexo S.A. individual Company financial statements	176
A Leadership Team in action	16
5.2 Notes to the individual Company financial statements	177

1.2 - STRATEGY AND PERFORMANCE
Operating in a growth market with strong tailwinds	18
A solid Fiscal 2023 performance	19
2025 strategy: refocus and acceleration	22
Highlights of Fiscal 2023 strategic advances	24
Choosing responsible growth	26
PLUXEE DEDICATED SECTION
Key information	28

2 - CORPORATE RESPONSIBILITY AT SODEXO

5.3 Supplemental information on the individual Company
	financial statements	191
5.4	Statutory Auditors' Report	193
6 - RISK MANAGEMENT
6.1	Definition and objectives of risk management
	and internal control	200
6.2 Risk management and internal control organization	203
6.3	Risk factors	205
6.4 Group Internal Audit Department	214

7 - CORPORATE GOVERNANCE

2.1	Corporate responsibility at Sodexo	34
2.2	Impact on Individuals	42
2.3 Impact on Communities	46
2.4 Impact on the Environment	50
2.5	Non-financial reporting	56
2.6	Vigilance Plan	67
2.7	Controversies	71
2.8 Our reporting methodology	72
3 - FISCAL YEAR ACTIVITY REPORT
3.1	Group Fiscal year highlights	86
3.2 Fiscal 2023 Performance of Sodexo	89
3.3	Consolidated financial position	94

7.1 Shareholding structure as of August 31, 2023	217
7.2 Board of Directors	218
7.3 Other information	246
7.4 Compensation	258
8 - SHAREHOLDERS AND SHARE CAPITAL
Financial communications calendar	276
8.1 Sodexo share performance	277
8.2 Financial communications policy	282
8.3 Shareholders	285
8.4 Additional general information and bylaws
of the Company	290

9 - COMBINED SHAREHOLDERS MEETING OF DECEMBER 15, 2023

9.1 Agenda	294
9.2 Resolutions submitted to the Combined Shareholders
Meeting of December 15, 2023	295
10 - OTHER INFORMATION
10.1 Glossary	314
10.2	Responsibility for the Universal Registration Document
	and the audit of the financial statements	316
10.3	Reconciliation tables	317

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 2023 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 it is available on the website of the Issuer.

The Universal Registration Document was filed on November 3, 2023 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 an offer to the public 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 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 2023 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

Founded in Marseille in 1966 by Pierre Bellon, Sodexo is the global leader in sustainable food and valued experiences at every moment in life: learn, work, heal and play.

The Group stands out for its independence, its founding family shareholding and its responsible business model. Its portfolio of activities includes Sodexo Food and Facilities Management Services and Pluxee Employee Benefit Solutions, activity for which the Group(1) announced a spin-off and listing project in early 2024.

This diversified offer meets all the challenges of everyday life with a dual goal: 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.

For Sodexo, growth and social commitment go hand in hand.

Key figures as of August 31, 2023

Sodexo

(excl. Pluxee)

€22.6billion

consolidated revenues

430,000

employees

Source Sodexo

Pluxee

€1,099 million

consolidated revenues

1.7 million

affiliated merchants

For more information on Pluxee (Benefits & Rewards Services), see page 28.

Group

(Sodexo and Pluxee)

€23.7billion

consolidated revenues

€14.6 billion

market capitalization

#1

France-based private employer worldwide(2)

Listed on the

CAC Next 20, CAC 40

ESG, CAC SBT 1.5,

FTSE4Good and DJSI

1. Given the relative certainty of the Pluxee spin-off, Fiscal 2023 accounts are presented in accordance with IFRS5, in which Pluxee is considered a discontinued operation. To clarify the format of the information provided in this document, the use of the terms "Sodexo" and "Group" is specified: "Sodexo" = Continued operation post spin-off; "Group" = Sodexo Group in its historical form, globally consolidating On-Site Services and Pluxee.
2. 2023 Forbes Global 2000 ranking.

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MESSAGE FROM SOPHIE BELLON

"We are taking on Fiscal 2024 with confidence, building on the achievements of the past years. "

Sophie Bellon,

Chairwoman of the Board and Chief Executive Officer

Eight years ago, in January 2016, I took on my responsibilities as Chairwoman of Sodexo with a clear course of action: continue to adapt the Group to a fast-changing world while upholding the powerful fundamentals that underpinned its success - our values, our mission, our growth DNA.

For the past two years, as Chairwoman and CEO, I actively initiated the transformation of Sodexo: we accelerated the upgrade of our food services, boosted sustainability and innovation in our offers, redesigned the consumer experience in our Facilities Management services, simplified our organization to make it more efficient, reinforced our attractiveness as an employer, and strengthened our financial performance.

The achievements of Fiscal 2023 are the clear outcome of all the actions that we have undertaken. This year brought with it many successes, and I would like to express my deepest gratitude to our teams for their incredible work in a context that has continued to be affected by very high inflation.

For Sodexo Group, Fiscal 2023 was a year of strong growth and profitability, with consolidated revenues of 23.7 billion euros, up 11.6% from the previous year, and an Underlying operating profit margin of 5.6%, up +60 basis points. I am proud of our 95.2% client retention rate: a record achievement that points to high satisfaction levels among those we serve. Commercial development reached 7%, with net development for the fiscal year hitting 2.2%. In terms of Health & Safety in the workplace, we are continuing to draw ever closer to our zero-harm target, hitting the lowest Lost Time Injury Rate ever achieved in our history, at 0.55. We must sustain this good momentum and keep up our efforts.

We have also continued to improve on our sustainability indicators, particularly with regard to our carbon emissions reduction trajectory. We are pursuing our fight against food waste, too. Our dedicated WasteWatch program has now been rolled out across 57% of our food service sites (based on raw materials costs). We are continuing to pave the way for inclusion, and we are working tirelessly to champion gender balance across all levels of the company. For instance, 45% of the Group's managerial roles are now held by women.

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MESSAGE FROM SOPHIE BELLON

In Fiscal 2023, with the Board of Directors' support, we continued to make choices, and to take a highly proactive approach to managing our activity portfolio. In April, we announced a project to spin-off and list our Benefits & Rewards Services, which have been renamed Pluxee in June 2023. Accelerating profitable growth for this activity is one of the three pillars of our 2025 Strategic Plan, which was announced last November. This is a milestone moment in our Group's history, with the operation setting out to create two leading pure players in high-growth markets. The Pluxee spin-off, expected early 2024, will anchor both companies in a clear position in their respective markets and give them a more targeted strategy and dedicated resources, equipping them both with the means needed to reach their full potential. In September, we also announced that we were selling our Homecare activity.

We are also making headway with implementing our two other strategic pillars. We have accelerated the transformation of our food services, actively deploying our leading commercial brands

• particularly Modern Recipe, The Good Eating Company and Kitchen Works - aligned with specific consumers' needs. And we continue to roll out our advanced food models. As an example, this year we acquired A. H. Management to expand our InReach offer across North America's booming convenience market. We are also developing new decentralized production models, in particular in France, Chile, the United States and India. In addition, we are continuing to develop our Facilities Management services by targeting those that help boost our clients' operational effectiveness and enhance the consumer experience.

Naturally, we are doing more to bolster the social, societal and environmental efforts that lie at the heart of our ambition to be the world leader in sustainable food and valued experiences. We are striving to reduce emissions across our entire value chain, collaborating with our suppliers and engaging our teams to offer an ever-broader range of sustainable, healthy, and desirable recipes, optimizing energy consumption in partnership with our clients, and accelerating the fight against food waste. Our holistic approach is driven by our focus on impact. We are taking action for the planet, with an overall -20.7% decrease in emissions across scopes 1, 2 and 3, falling in line with the 1.5°C trajectory. And we are taking action for those who inhabit it, starting with our own teams. This year, we announced and started to roll out our global employee benefits program, Vita by Sodexo. The program sets minimum standards for benefits in all the countries where Sodexo operates, focusing on three benefits: life insurance, an assistance phone line, and parental and care leave.

In terms of governance, given the growing role tech and digital have in shaping our activities, Alice Guéhennec joined our Leadership Team as the newly appointed Group Chief Tech, Data & Digital Officer.

Streamlining our organization and transferring P&L management to a local level in Fiscal 2023 has increased our agility and speed of execution. The progress made on our strategic priorities, along with our teams' total focus on fundamentals such as client retention, commercial development, operational excellence, and consumer satisfaction, have paved the way for us to achieve solid results.

We are now ready to take on Fiscal 2024 with confidence. This will be a pivotal year in terms of reaching our 2025 Strategic Plan objectives, and I know I can count on our Leadership Team's full support: I would like to extend my sincere thanks to every member of the team for all their dedication and hard work. We will be tackling this year with a great deal of enthusiasm: this will be the year we start work on our next ambition, with Sodexo as a pure player, focused on its strategic priorities, clearly positioned on a very high-potential market, and determined to be a top-tier name in sustainable food and valued experiences.

Fiscal 2024 will be an opportunity to look beyond the scope of our current strategic plan and build on our solid foundation-our values, our mission, our heritage as a family company-to lay the groundwork for the future, engage our teams on our vision for the next 10 years, and start working collectively on our future ambition. Our goal will be to express what differentiates us, in keeping with our roots and our company mission. We already know that our trademark human dimension, our social role and, of course, our expertise in healthy, sustainable food, will all play a major part in this process. Our future ambition will have to articulate how the transformation we have embarked on to offer ever more sustainable meals and innovative, personalized food services will enable us to contribute even more to addressing the challenges the world is facing.

We have the means and the responsibility to act on issues such as the environmental crisis, demographic and health challenges, social division, and isolation. We will also take full advantage of technological progress, of young generations' engagement, of the need for social connection, or the yearning for a more humane society.

I am determined to position Sodexo as a leader that differentiates through its impact and its corporate responsibility, in our sector and beyond. We want to be recognized by our clients, our partners and society as a whole as a pioneer. It is part of who we have been since Sodexo was created in 1966, and we want to push it even further.

Naturally, our teams will be a fundamental part of this work. I have said it before, and I will say it again: our people are our greatest strength. Without them and the action they drive day after day, nothing would be possible. And I am delighted and so proud to see that their engagement has reached an all-time high this year, at 82.5%, up 4.2 points compared to the last survey conducted in 2021. I am especially grateful for their trust and confidence, and their attachment to Sodexo.

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4	SODEXO - FISCAL 2023 UNIVERSAL REGISTRATION DOCUMENT

CHAPTER 1

1

Integrated Report

1.1	PROFILE	6
	Our fundamentals	6
	Our activities for sustainable food and valued experiences	7
	A sustainable value-creation model	8
	A long-term vision ensured through founding
	family shareholding	10
	Effective risk management	11
	Profitable and responsible growth over the long term	12
	An independent Board of Directors	14
	A Leadership Team in action	16

1.2	STRATEGY AND PERFORMANCE	18
	Operating in a growth market with strong tailwinds	18
	A solid Fiscal 2023 performance	19
	2025 strategy: refocus and acceleration	22
	Highlights of Fiscal 2023 strategic advances	24
	Choosing responsible growth	26
	PLUXEE DEDICATED SECTION	28

SODEXO - FISCAL 2023 UNIVERSAL REGISTRATION DOCUMENT

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1

Integrated Report

Profile

Our fundamentals

Since 1966, each day our teams strive to satisfy our clients and consumers, and to create responsible value. Sodexo is, and will continue to be, a company that employees, clients, consumers, partners and other stakeholders can trust. Our values, embodied by each of our employees, and company ethical principles are essential to the success of Sodexo. They constitute a fundamental pillar of our commitments in terms of responsible business conduct.

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

Spirit of progress

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

It is manifested through daily

self-assessment, because understanding one's successes as well as one's failures is fundamental to continuous improvement.

Our ethical principles

The Group's leaders and employees must respect and apply all applicable rules and standards according to the principles of our Code of conduct, illustrated by our ethical principles, whether it is fighting corruption, providing accurate financial reports or protecting confidentiality.

LOYALTY

Working to improve quality of life means making trust central to our relationships with all stakeholders.

Sodexo is built on a solid foundation of loyalty to its clients, employees and shareholders, and on honest and open relationships with them.

RESPECT FOR PEOPLE

People are central to our business. Sodexo is committed to acting in favor of equal opportunity, regardless of ethnicity, age, gender, beliefs, religion or sexual orientation. Improving quality of life means treating each individual with respect, dignity and consideration.

TRANSPARENCY

This is a key principle for Sodexo that applies consistently with all stakeholders: clients, consumers, employees, shareholders and the general public.

We ensure that all are informed in a clear and precise manner about our products, services, commitments and performance.

INTEGRITY

We condemn and refuse to tolerate any practices that are not based on honesty, integrity and fairness, regardless of where our business operates in the world. We make our position clear to our clients, suppliers and employees, and expect them to reject corrupt and unfair practices.

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Integrated Report

Profile

Our activities for sustainable food and valued experiences

Sodexo contributes to enhancing the moments that punctuate everyone's daily lives, ensuring that they have a positive impact on people's health and well-being,

its clients' performance, as well as ecosystems and the planet.

FOOD SERVICES TO PUT CULINARY EXCELLENCE

WITHIN EVERYONE'S REACH

OUR MARKET ENVIRONMENTS

For nearly 60 years, Sodexo has applied its expertise to offer healthy, balanced, varied meals every day, inspired by the latest culinary trends.

Sodexo operates internationally in four high-potential environments: LEARN, WORK (with a focus on Corporate Services), HEAL (Healthcare & Seniors) and PLAY.

In addition to traditional on-site food services, our teams develop customized solutions adapted to each environment to meet our clients' and consumers' needs and expectations. Thanks to our flexible offers, supported by digital innovation and driven by our responsible commitments, consumers have access at all times to multi-channel food offers - on-site restaurant, retail, meal delivery, aggregators, etc. In order to offer the very best food services experiences on a daily basis, our mission is to reconcile the use of natural resources, while taking into account the working environments of our clients and the budgets of our consumers.

LEARN

Sodexo supports institutions in their provision of a fulfilling attractive educational environment in schools and on campuses.

The Group offers solutions and tools for learning environments, and supports

its clients with their infrastructure design and renovation projects.

WORK

Sodexo promotes quality of life at work by providing solutions to help companies and public enterprises create a welcoming, creative, efficient and innovative environment for all.

FACILITIES MANAGEMENT SERVICES

FOR VALUED EXPERIENCES

Our expertise in Facilities Management (FM) combines reception, hospitality and cleaning services (soft FM) and infrastructure maintenance services (hard FM) and aims to meet our clients' needs, while ensuring user comfort, safety and well-being. This two-fold expertise enables us to optimize the experience, improve the efficiency and effectiveness of resources, boost performance, increase client and user satisfaction and well-being, and improve the profitability, sustainability and environmental impact of our clients' activities.

Sodexo is recognized for the quality of its services, particularly in the management of technical services, space planning, resource and waste management, building maintenance and cleaning. As a trusted partner, Sodexo supports its clients by offering proven, expert technological solutions that put efficiency and sustainability at the heart

HEAL

Working alongside healthcare professionals throughout the care journey, Sodexo offers food services, equipment engineering

and clinical infrastructure, as well as a range of integrated, high value-added services designed to improve the quality of life of patients and seniors in residences, nursing homes or

at home.

PLAY

Sodexo Live! offers its clients

a collection of tailor-made food, venue marketing and event ticketing services, in cultural destinations, stadia and arenas, conference and convention centers, airport lounges and international events, helping to transform consumer experiences into unforgettable memories.

of everyday challenges.

Find out more at www.sodexo.com

For more information on Pluxee (Benefits & Rewards Services), see page 28.

STRONG FOOD BRANDS

TO SUPPORT GROWTH

Sodexo's portfolio of competitive, consumer-focused brands will be a key driver of profitable and sustainable growth, able to meet consumer expectations in all geographical areas, promoting sustainable preferences and enhancing site performance

and satisfaction for all. In addition to the historic brands developed by Sodexo over the years, the Group is continuing to make targeted investments to support the transformation of expectations and uses.

SODEXO - FISCAL 2023 UNIVERSAL REGISTRATION DOCUMENT

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1

Integrated Report

Profile

A sustainable value- creation model

Our strengths

A FOUNDING MISSION

We 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.

Independence is ensured through the founding family shareholding which guarantees a long-term vision with 42.8% of Sodexo's capital and

57.9% of the exercisable voting rights held by Bellon SA.

A GLOBAL PLAYER WITH A LOCAL PRESENCE

• 27,000 sites in 45 countries
• 80 million consumers
• Strong food brands
• An estimated market potential of 620 billion euros (growing at around 5% annually)

OUR AMBITION

Be the world leader in sustainable food and valued experiences at every moment

in life

COMMITTED EMPLOYEES

• 430,000 employees

OUR PURPOSE

• 82.5% engagement rate

• SUSTAINABLE, RESPONSIBLE APPROACH

• Innovation insight gained from daily consumer feedback
• Over 10 billion euros

in annual purchasing capacity

• 6,187 dietitians employed by Sodexo

We create

• better everyday for everyone to build
• better life for all

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