This is a free translation into English of the Statutory Auditors’ special report on related-party agreements issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Shareholders’ Meeting held to approve the financial statements for the year ended August 31, 2020
255, quai de la Bataille-de-Stalingrad
92866 Issy-les-Moulineaux Cedex 9, France
To the shareholders,
In our capacity as Statutory Auditors of Sodexo, we hereby report to you on related-party agreements.
It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of the agreements that have been disclosed to us or that we may have identified as part of our engagement, as well as the reasons given as to why they are beneficial for the Company, without commenting on their relevance or substance or identifying any undisclosed agreements. Under the provisions of article R.225-31 of the French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether the agreements are appropriate and should be approved.
Where applicable, it is also our responsibility to provide shareholders with the information required by article R.225-31 of the French Commercial Code in relation to the implementation during the year of agreements already approved by the Shareholders’ Meeting.
We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents.
We were not informed of any agreement authorized and entered into during the year to be submitted for approval at the Shareholders’ Meeting pursuant to the provisions of article L.225-38 of the French Commercial Code.
In accordance with article R.225-30 of the French Commercial Code, we were informed of the following agreement, which was approved by the Shareholders’ Meeting in previous years and implemented during the year.
Sophie Bellon, Nathalie Bellon-Szabo, François-Xavier Bellon, members of the Board of Directors of Sodexo and members of the Management Board of Bellon SA.
A service agreement has been in place between the Company and Bellon SA, Sodexo’s managing holding company, since 1991.
At its meetings on November 15, 2016 and July 10, 2017, the Board of Directors, on the recommendation of the Audit Committee, approved the revision of this agreement, which was approved by the Shareholders’ Meeting of January 23, 2018.
The new agreement came into effect on November 17, 2016 for a period of five years.
According to the Board of Directors, under the terms of this agreement, Sodexo can call upon the professional experience and expertise of the three Bellon SA managers holding the positions of Chief Financial Officer, Chief Human Resources Officer and Chief Growth Officer.