Fiscal 2020 Universal Registration Document

7. Ordinary annual shareholders meeting of january 12, 2021

Ninth resolution: Approval of information related to compensation paid during or awarded for Fiscal 2020 to the Corporate Officers

Purpose

In the ninth resolution, shareholders are invited to approve – in accordance with article L.225-100 II of the French Commercial Code – the information referred to in article L.225-37-3 I of the French Commercial Code relating to compensation paid during or awarded for Fiscal 2020 to the Chairwoman of the Board of Directors, the Chief Executive Officers and the Board of Directors (together referred to as “Corporate Officers”).

All of the components of the Corporate Officers’ compensation are proposed by the Board of Directors based on the recommendations of the Compensation Committee as detailed in the Board of Directors’ Corporate Governance Report provided in chapter 5, section 5.5 of the Company’s Fiscal 2020 Universal Registration Document.

Ninth resolution

(APPROVAL OF THE INFORMATION RELATED TO COMPENSATION PAID DURING OR AWARDED FOR FISCAL 2020 TO THE CORPORATE OFFICER S, AS REFERRED TO IN ARTICLE L.225-37-3 I OF THE FRENCH COMMERCIAL CODE)

Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.225-100 II of the French Commercial Code, approves the information referred to in article L.225-37-3 I of said Code, as described in the Corporate Governance Report prepared in compliance with article L.225-37 of said Code and detailed in chapter 5, section 5.5 of the Company’s Fiscal 2020 Universal Registration Document.

Tenth and eleventh resolutions: Approval of the components of compensation paid during or awarded for Fiscal 2020 to the Chairwoman of the Board and the Chief Executive Officer

Purpose

In accordance with article L.225-100 III of the French Commercial Code, in the tenth and eleventh resolutions, shareholders are invited to approve the fixed and variable components of the total compensation and benefits paid during or awarded for the fiscal year ended August 31, 2020 to Sophie Bellon, Chairwoman of the Board of Directors, and Denis Machuel, Chief Executive Officer.

Given the unprecedented sanitary crisis caused by the Covid-19 pandemic and the resulting social and economic impacts, the Board decided to reduce by 50% the fixed compensation of both the Chairwoman of the Board of Directors and the Chief Executive Officer for the second half of the fiscal year, and to suppress Chief Executive Officer variable compensation for Fiscal 2020. This decision was fully supported by the Chairwoman of the Board of Directors and the Chief Executive Officer and allowed them to express their solidarity with the Group’s employees. The amounts not paid for the fixed and variable compensation financed the creation of the Sodexo Employee Relief Program in April 2020 to help address some of the social and economic consequences of the crisis.

All of the components of the Chairwoman of the Board of Directors and the Chief Executive Officer’ compensation are proposed by the Board of Directors based on the recommendations of the Compensation Committee as detailed in the Board of Directors’ Corporate Governance Report provided in chapter 5, section 5.5.2 of the Company’s Fiscal 2020 Universal Registration Document.

Tenth resolution

(APPROVAL OF THE COMPONENTS OF COMPENSATION PAID DURING OR AWARDED FOR FISCAL 2020 TO SOPHIE BELLON, CHAIRWOMAN OF THE BOARD OF DIRECTORS)

Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.225-100 III of the French Commercial Code, approves the components of the total compensation and benefits paid during or awarded for the fiscal year ended August 31, 2020 to Sophie Bellon, Chairwoman of the Board of Directors, as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in chapter 5, section 5.5.2 of the Company’s Fiscal 2020 Universal Registration Document.

Eleventh resolution

(APPROVAL OF THE COMPONENTS OF COMPENSATION PAID DURING OR AWARDED FOR FISCAL 2020 TO DENIS MACHUEL, CHIEF EXECUTIVE OFFICER)

Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.225-100 III of the French Commercial Code, approves the components of the total compensation and benefits paid during or awarded for the fiscal year ended August 31, 2020 to Denis Machuel, Chief Executive Officer, as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in chapter 5, section 5.5.2 of the Company’s Fiscal 2020 Universal Registration Document.