Regulated information Issy-les-Moulineaux, June 6, 2025 Monthly disclosure on share capital and voting rights Pursuant to Article L.233-8-II of the French Commercial Code and Article 223-16 of the General Regulation of the Autorité des Marchés Financiers Registered name of the issuer: SODEXO255, quai de la Bataille de Stalingrad – 92130 ISSY-LES-MOULINEAUX DateTotal number of sharesActual voting rights *Theoretical voting rights **May 31, 2025147,454,887216,573,087218,108,019 * Actual voting rights: all of ...

Core Viewpoint - Sodexo Inc. successfully completed a U.S. dollar notes issuance totaling $1.1 billion, which was nearly 7 times oversubscribed, indicating strong investor demand [1][2]. Group 1: Notes Issuance - The issuance consisted of two tranches and was guaranteed by Sodexo S.A., the parent company [2]. - A portion of the net proceeds from the notes was used to repurchase existing 1.634% senior notes due 2026, with the remainder allocated for general corporate purposes [2]. Group 2: Tender Offer - The tender offer for the 2026 Notes settled on May 28, 2025, resulting in the repurchase of $174.29 million in aggregate principal amount, achieving a 34.46% participation rate [3]. - These transactions allow the Group to proactively manage its debt and extend its maturity profile [3]. Group 3: Company Overview - Founded in 1966, Sodexo is a global leader in sustainable food and facilities management services, aiming to improve quality of life and contribute to social and environmental progress [4]. - The company operates in 45 countries, serving 80 million consumers daily, and is recognized as the 1 France-based private employer worldwide [9].

Core Insights - Smurfit Westrock Plc (SW) is benefiting from asset optimization and business improvement initiatives, positioning the company for long-term growth and profitability [1][8] - The company faces challenges from merger-related costs, higher freight and chemical costs, labor shortages, and supply chain issues, which are expected to impact margins [2][14] Company Transformation - Since 2023, Smurfit Westrock has closed underperforming facilities, divested non-core assets, and streamlined operations to enhance efficiency and cost savings [1][7] - The merger of Smurfit Kappa and WestRock on July 5, 2024, is expected to deliver significant growth potential due to their complementary portfolios and geographic reach across 42 countries [3][4] Operational Developments - In Q1 2025, Smurfit Westrock invested in containerboard, corrugated, and consumer systems, expanding its Bag-in-Box offerings and upgrading mill systems for efficiency and environmental improvements [5][9] - The company has closed 32 packaging facilities and three mills since early 2023, with a capacity reduction of approximately 600,000 tons [7][8] Market Demand - There is a growing demand for sustainable, fiber-based packaging solutions, particularly in the beverage, healthcare, retail, and food sectors [9][10] - The rise in e-commerce activities is expected to further support demand for packaging solutions, with global e-commerce revenues projected to reach $4.32 trillion by 2025 [11] Financial Performance - In Q1 2025, Smurfit Westrock's cost of sales increased by 173.9% year-over-year, with transaction and integration-related costs amounting to $395 million [12][13] - The company's stock has declined by 14.8% over the past six months, compared to an 8% decline in the industry [15]

Group 1 - Sodexo conducted a share buyback program from May 12 to May 14, 2025, purchasing a total of 100,000 shares at an average price of €56.5051 [1] - The share buyback was authorized by the Shareholders' Meeting held on December 17, 2024, and was aimed at fulfilling obligations related to free shares award plans [1] - The transactions included various trading dates and volumes, with the highest purchase price recorded at €57.3105 on May 13, 2025 [1] Group 2 - Sodexo, founded in 1966, is a global leader in sustainable food and facilities management services, emphasizing a responsible business model [2] - The company operates in 45 countries and serves 80 million consumers daily, with consolidated revenues of €23.8 billion for fiscal 2024 [3] - As of April 3, 2025, Sodexo's market capitalization was €8.5 billion, and it is recognized as the number one France-based private employer worldwide [3]

Core Viewpoint - Sodexo Inc. plans to issue benchmark-sized US dollar-denominated notes and conduct a cash tender offer for its existing 1.634% senior notes due 2026 to refinance existing debt and extend its debt maturity profile [1][3]. Group 1: Debt Issuance and Tender Offer - The new notes will be guaranteed by Sodexo S.A. and the tender offer is expected to expire on May 22, 2025, unless extended or terminated earlier [1]. - The allocation of the new notes will prioritize holders of the 2026 notes who participate in the tender offer [2]. - The tender offer is contingent upon the successful completion of the new notes issuance [2]. Group 2: Company Overview - Sodexo, founded in 1966, is a global leader in sustainable food and facilities management services, aiming to improve quality of life and contribute to social and environmental progress [4]. - As of August 31, 2024, Sodexo reported consolidated revenues of €23.8 billion and employed 423,000 people across 45 countries, serving 80 million consumers daily [7]. - The company has a market capitalization of €8.5 billion as of April 3, 2025 [7].

Group 1 - Sodexo conducted a share buyback program from May 5 to May 8, 2025, purchasing a total of 100,000 shares at a weighted average price of €55.3597 [1] - The share buyback was authorized by the Shareholders' Meeting held on December 17, 2024, to fulfill obligations related to free shares award plans [1] - The transactions were executed across multiple trading platforms, including XPAR, CEUX, TQEX, and AQEU, with varying volumes and prices [1] Group 2 - Sodexo, founded in 1966, is a global leader in sustainable food and facilities management services, emphasizing independence and a responsible business model [2] - The company aims to improve the quality of life for employees and consumers while contributing to economic, social, and environmental progress [2] - As of August 31, 2024, Sodexo had consolidated revenues of €23.8 billion and served 80 million consumers daily, with a market capitalization of €8.5 billion as of April 3, 2025 [5]

Financial Performance - Net sales for Q1 2025 reached $7,656 million, a significant increase from $2,930 million in Q1 2024, representing a growth of approximately 161%[18] - Gross profit for the quarter was $1,577 million, compared to $710 million in the same period last year, indicating a gross margin improvement[18] - Net income attributable to common shareholders was $384 million, up from $191 million in Q1 2024, reflecting a year-over-year increase of 101%[20] - Comprehensive income for Q1 2025 was $749 million, a substantial rise from $88 million in Q1 2024, highlighting improved overall financial performance[22] - Net income for Q1 2025 was $382 million, a 100% increase from $191 million in Q1 2024[9] - Basic earnings per share remained stable at $0.74 for both Q1 2025 and Q1 2024, despite the significant increase in net income[20] - Adjusted EBITDA for the three months ended March 31, 2025, was $1,252 million, compared to $475 million in 2024, indicating strong operational performance[195] Assets and Liabilities - Total assets increased to $44,649 million as of March 31, 2025, compared to $43,759 million at the end of 2024, showing a growth of approximately 2%[17] - Total liabilities rose to $26,760 million from $26,372 million, indicating an increase of about 1.5%[17] - Total equity increased to $17,889 million by March 31, 2025, up from $17,387 million at the end of 2024[25] - Total debt increased to $14,219 million as of March 31, 2025, compared to $13,595 million at December 31, 2024, representing a rise of 4.6%[82] - The outstanding payment obligations under supplier finance programs were $389 million as of March 31, 2025, down from $450 million at the end of 2024[36] Cash Flow and Investments - Cash provided by operating activities increased to $235 million in Q1 2025 from $42 million in Q1 2024[9] - Capital expenditures rose significantly to $477 million in Q1 2025, compared to $208 million in Q1 2024[9] - Net cash used for investing activities was $476 million in Q1 2025, primarily due to capital expenditures of $477 million[186] - Net cash provided by financing activities was $151 million in Q1 2025, driven by a net increase in debt of $444 million[187] Acquisitions and Mergers - The integration of Smurfit Kappa and WestRock is expected to yield significant synergies, although specific financial benefits were not quantified in the report[8] - The aggregate merger consideration for the acquisition of Smurfit Kappa was $13,461 million, completed on July 5, 2024[42] - Net income attributable to common shareholders rose by $193 million to $384 million in Q1 2025, up from $191 million in Q1 2024, primarily due to the acquisition of WestRock[139] - The company anticipates continued growth and operational improvements as it integrates the two businesses and leverages its expanded scale and geographic reach[8] Segment Performance - For the three months ended March 31, 2025, North America segment net sales were $4,578 million, Europe, MEA and APAC segment net sales were $2,576 million, and LATAM segment net sales were $502 million[54] - Adjusted EBITDA for the North America segment increased by $726 million to $785 million in Q1 2025, primarily due to the WestRock acquisition[168] - The LATAM segment's net sales increased by $172 million to $513 million in Q1 2025, primarily due to the WestRock acquisition[172] - The Europe, MEA and APAC segment's net sales increased by $388 million to $2,582 million in Q1 2025, with a $378 million impact from the WestRock acquisition[169] Operational Changes - The company plans to permanently close its coated recycled board mill in St. Paul, Minnesota, and discontinue production at its containerboard mill in Forney, Texas, impacting approximately 650 employees and reducing capacity by over 500,000 tons annually[123][135] - Smurfit Westrock expects to incur approximately $287 million in pre-tax charges related to the closures, including $188 million in non-cash asset impairment charges[136][125] Tax and Legal Matters - The effective tax rate for the three months ended March 31, 2025, was 2.1%, influenced by a tax benefit of $72 million from the resolution of unrecognized tax benefits[91] - The total amount in dispute regarding tax claims in Brazil was R$761 million ($132 million) as of March 31, 2025, which could materially affect cash flows depending on the resolution[100] - The company has estimated liabilities of $69 million related to asbestos-related litigation as of March 31, 2025, with expected insurance recoveries of $45 million[102] - An international arbitration award granted the company compensation exceeding $469 million from Venezuela, with legal costs of $5 million, pending enforcement proceedings[108] Miscellaneous - The company is currently evaluating the impact of new accounting standards on its disclosures, including ASU 2023-09 and ASU 2024-03[39][40] - The company has no off-balance sheet arrangements as of March 31, 2025, ensuring transparency in its financial obligations[190] - There have been no material changes to the contractual obligations and commitments since the last fiscal year, maintaining consistency in financial planning[189]

Group 1 - The market has not fully recognized the strategic value of the Smurfit Westrock Plc merger, presenting a buying opportunity [1] - Current market weakness is viewed as a strong opportunity to buy the dip [1] Group 2 - Analysts have a beneficial long position in the shares of Smurfit Westrock Plc and related entities [2]

Group 1 - The core business of Sodexo includes Food and Facilities Management Services, focusing on improving quality of life and contributing to social and environmental progress [3] - Sodexo operates in 45 countries and serves 80 million consumers daily, highlighting its global reach and impact [6] - The company reported consolidated revenues of 23.8 billion euros for Fiscal 2024, indicating strong financial performance [6] Group 2 - As of April 3, 2025, Sodexo's market capitalization stands at 8.5 billion euros, reflecting its valuation in the market [6] - The company employs 423,000 individuals, making it the largest private employer based in France [6] - Sodexo is recognized in various indices, including CAC Next 20 and FTSE 4 Good, showcasing its commitment to sustainable practices [3]

Group 1 - Sodexo conducted a share buyback program, purchasing a total of 100,000 shares from April 28 to April 29, 2025, at an average purchase price of €55.6481 [1] - The shares were acquired to fulfill obligations related to free shares award plans as authorized by the Shareholders' Meeting on December 17, 2024 [1] - The transactions included various trading venues, with the highest volume on April 29, 2025, where 29,800 shares were purchased at €55.6191 [1] Group 2 - Sodexo, founded in 1966, is a global leader in sustainable food and facilities management services, emphasizing independence and a responsible business model [2] - The company aims to improve the quality of life for employees and consumers while contributing to economic, social, and environmental progress [2] - As of fiscal 2024, Sodexo reported consolidated revenues of €23.8 billion and served 80 million consumers daily [3]