Fiscal 2021 Universal Registration Document

6.3.1 Other information concerning Corporate Officers 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 any 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 any 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 57.2% of the exercisable voting rights as of August 31, 2021 . Mr. and Mrs. Pierre Bellon and 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 Officers, 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 Officers, directors and persons closely related 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 2021 :

* On March 31, 2021, the Board of Directors determined that the performance conditions related to the 2017 restricted and performance share plan were not met . In accordance with the terms of the plan, only the 5,600 shares subjected only to the presence condition were acquired and delivered to Denis Machuel on April 20, 2021, representing an underlying value of 464,800 euro at the closing share price of 83 euro on April 20, 2021. Further information is available in section 6.5.2.2 of this Universal Registration Document.

Measures to prevent control being exercised in an abusive manner

Sodexo has put in place a series of measures in order to ensure that the control over the Company is not exercised in an abusive manner. Examples of these measures include:

• (a) the presence of seven independent directors among the twelve members of the Board of Directors (including two directors representing employees) as of August 31, 2021 ;
• (b) the fact that the Company has put in place three specialized Committees, which are all chaired by independent directors and whose members include independent directors, as recommended by the AFEP-MEDEF Code;
• (c) the separation of the roles of Chairwoman of the Board and Chief Executive Officer; in this regard, the recent combining of the roles of Chairwoman of the Board of Directors and Chief Executive Officer for an interim period is not expected to continue and the roles will once again be separated as soon as a new Chief Executive Officer is appointed;
• (d) the disclosures within this document of the relationship between Sodexo and Bellon SA:
• • these include the ownership interest of Bellon SA in Sodexo (disclosed in section 7.3 of this document),
  • the Sodexo shares are the only assets held by Bellon SA; consequently, the interests of Sodexo’s shareholders are aligned with those of Bellon SA’s shareholders and the capital ties between the two companies do not generate any conflict of interest,