Fiscal 2020 Universal Registration Document

7. Ordinary annual shareholders meeting of january 12, 2021

Fourth to seventh resolutions: Composition of the Board of Directors

The Board of Directors currently has twelve members, including two directors representing employees, seven independent directors and seven women.

Reappointment of three directors
Purpose

The purpose of the fourth to sixth resolutions is to reappoint Sophie Bellon, Nathalie Bellon-Szabo and Françoise Brougher whose terms as directors expire at the close of the January 12, 2021 Annual Shareholders Meeting.

Consequently, shareholders are invited to reappoint these three directors for three-year terms expiring at the close of the Annual Shareholders Meeting to be held to adopt the financial statements for Fiscal 2023.

Sophie Bellon

Sophie Bellon has been a non-independent director of Sodexo’s Board of Directors since July 26, 1989 and Chairwoman of the Board of Directors since January 26, 2016. She brings to the Board and the Group her in-depth knowledge of Sodexo. As Sodexo’s most prominent ambassador, she promotes the Company, its Quality of Life services and its mission, with frequent speaking engagements in front of various audiences and she intervenes on behalf of the service sector. Sophie Bellon is committed to ensuring good governance for the Group, and is fully dedicated to the work of the Board of Directors.

Sophie Bellon’s attendance rate at Board meetings has been 100% for over ten years.

If she is reappointed as a director at the January 12, 2021 Annual Shareholders Meeting, Sophie Bellon will continue to chair the Board of Directors and serve as a member of the Nominating Committee.

Nathalie Bellon-Szabo

Nathalie Bellon-Szabo has been a non-independent director of Sodexo’s Board of Directors since July 26, 1989, and a member of the Group Executive Committee and Chief Executive Officer Sports & Leisure Worldwide since June 19, 2018. She brings to the Board her in-depth knowledge of Sodexo and its operations as well as her experience in and contribution to Quality of Life services.

Nathalie Bellon-Szabo’s attendance rate at Board meetings during her current term of office has been 97% on average.

If she is reappointed as a director at the January 12, 2021 Annual Shareholders Meeting, Nathalie Bellon-Szabo will continue to serve as a member of the Nominating Committee.

Françoise Brougher

Françoise Brougher has been an independent director of Sodexo’s Board of Directors since January 23, 2012. She brings to the Board her international experience – particularly in the United States – as well her strategic vision and expertise as an executive of publicly traded U.S.-headquartered companies in the digital space. Her expertise is important in enabling Sodexo to adapt to the new behaviors of consumers, customers, employees and suppliers.

Françoise Brougher’s attendance rate at Board meetings during her current term of office has been 94% on average, reflecting her active and committed involvement in the Board of Directors’ work.

If she is reappointed as a director at the January 12, 2021 Annual Shareholders Meeting, Françoise Brougher will continue to serve as a member of the Nominating Committee and the Compensation Committee.

Appointment of a new independent director
Purpose

Soumitra Dutta, who has been a director of Sodexo since January 19, 2015 and whose term of office expires at the close of the January 12, 2021 Annual Shareholders Meeting, has stated that he does not wish to stand for reappointment. Sophie Bellon would like to thank Soumitra Dutta, both personally and on behalf of the Board of Directors and all of the shareholders, for his contribution to the work of the Board and the Audit Committee.

Consequently, in the seventh resolution, shareholders are invited to appoint Federico J. González Tejera as independent Board member for a three-year term expiring at the close of the Annual Shareholders Meeting to be held to adopt the financial statements for Fiscal 2023. Of Spanish nationality, Federico J. González Tejera is Chief Executive Officer and member of the Board of Directors of Radisson Hospitality AB. Federico J. González Tejera will bring to the Board his strategic vision as well as his solid expertise in consumer culture gained notably in the consumer goods, entertainment and media, and hotel sectors, where he held marketing and CEO positions in several multinational corporations .

Véronique Laury has been appointed to the Audit Committee to replace Soumitra Dutta.

If all of the above resolutions are adopted, at the close of the January 12, 2021 Annual Shareholders Meeting, the Board of Directors will comprise a total of twelve members, including seven independent directors and seven women, as follows.