Fiscal 2020 Universal Registration Document

5.3 OTHER INFORMATION

5.3.1 Other information concerning Corporate Officer s and senior management of the Company

Family relationships within the Board of Directors are as follows:

• Nathalie Bellon-Szabo and François-Xavier Bellon (directors) are the sister and brother of Sophie Bellon, Chairwoman of the Board of Directors;
• Nathalie Bellon-Szabo (director) is a member of Sodexo’s Executive Committee.

No loans or guarantees have been made or given to either members of the Board of Directors or senior management by Sodexo or by any Group company.

No assets necessary for the Group’s operations are owned by either members of the Board of Directors or senior management or by their families.

There are no potential conflicts of interest between the duties to Sodexo of members of the Board of Directors or senior management and their private interests. In particular Mr. and Mrs. Pierre Bellon and their four children control 72,6% of the family holding company, which in turn holds 42.8% of the share capital of Sodexo and 57.1% of the exercisable voting rights as of August 31, 2020. Mr. and Mrs. Pierre Bellonand their children entered into an agreement in June 2015 to prevent their direct descendants from freely disposing of their Bellon SA shares for 50 years. Bellon SA’s only asset is its holding in Sodexo; Bellon SA has no intention of selling this holding to a third party.

As far as the Company is aware, no member of the Board of Directors or of the senior management has during the past five years been:

• convicted of fraud;
• associated with a bankruptcy, receivership or liquidation;
• officially incriminated and/or subject to any official public sanction issued by a statutory or regulatory authority;
• prohibited by a court from acting as a Board member, a Supervisory Board member, or a member of senior management of an issuer, or from participating in the management or business affairs of an issuer.

Transactions in Sodexo shares carried out by Corporate Officer s, Board members, members of their family and related persons

As required under article 223-26 of the French securities regulator’s (Autorité des marchés financiers – AMF) General Regulation, transactions in Company shares by Corporate Officer s, directors and persons with personal ties to these officers and directors declared to the AMF pursuant to article L.621-18-2 of the French Monetary and Financial Code were as follows during Fiscal 2020:

* In accordance with the terms and conditions of the 2016 restricted share plan, 6,750 restricted shares were vested and delivered to Denis Machuel at the end of the applicable vesting period, i.e., on April 27, 2020. For further information, see section 5.5.2.2 of this Universal Registration Document.