Fiscal 2021 Universal Registration Document

6.3.2 Related-party agreements

The agreement between Bellon SA and Sodexo is the only regulated agreement in force. No regulated agreements were entered into during Fiscal 2021.

Bellon SA is the animation holding company of the Bellon family which, with 42.8% of the shares and 57.2% of the voting rights, controls Sodexo within the meaning of article L.233-3 of the French Commercial Code. Sophie Bellon, Nathalie Bellon-Szabo and François-Xavier Bellon are members of the Management Board of Bellon SA and directors of Sodexo.

History of the Convention

In1991, Bellon SA and Sodexo entered into a service agreement, the terms of which (in particular the duration of the agreement) were revised for the first time in April 2013. Subsequently, during its meetings of November 15, 2016 and July 10, 2017, the Board of Directors, on the recommendation of the Audit Committee, decided to amend this agreement in order to:

• replace the Chief Executive Officer with the Group Chief Growth Officer as one of the three managers made available by Bellon SA; and
• remove the 5% margin on all related expenses.

This amended agreement took effect on November 17, 2016 and was approved by the Shareholders Meeting of January 23, 2018 by a large majority ( approval rate of 93%, excluding the vote of Bellon SA).

As this agreement ends on November 17, 2021, on June 23, 2021, on the recommendation of the Audit Committee, the Board of Directors unanimously decided, to renew this agreement. Sophie Bellon, Nathalie Bellon-Szabo and François-Xavier Bellon did not participate in the debate or vote on this agreement.

The agreement was signed on October 26, 2021 and will take effect on November 17, 2021 for another five-year period , it will be submitted for approval to the Shareholders Meeting on December 14, 2021.

Purpose of the agreement

Under this agreement, Bellon SA provides Sodexo with assistance and consulting services in various areas: strategic planning, finance and human resources.

In this context, Bellon SA provides Sodexo with three of its managers who hold the positions of Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Officer respectively.

Thus, Sodexo benefits from the experience and competence of three Bellon SA managers who hold key functional positions in the implementation of Sodexo's strategy, ensuring that the values, culture and ambitions initially defined by Mr. Pierre Bellon are shared throughout Sodexo .

Each of these three managers has indisputable skills and strong experience in his/her field, as evidenced by their detailed biographies, available on the Sodexo website. They also have a deep knowledge of the Group:

• Sylvia Metayer has been Chief Growth Officer since September 2019 and a member of Sodexo's Executive Committee since 2015. She joined Sodexo as Financial Controller in 2006, before being appointed Chief Financial Officer for Sodexo's On-site Services in Europe. In 2010, she took responsibility for the Group's key international accounts, then became Chief Executive Officer of Sodexo's Corporate Services segment;
• Marc Rolland has been Chief Financial Officer and member of the Executive Committee since December 2015. He joined Sodexo in 1997 as Chief Financial Officer for Africa in the Energy and Resources segment, he successively became Chief Financial Officer of Universal Sodexo for Africa, Europe and Eurasia, Chief Financial Officer of the Corporate Services client segment in the United Kingdom. In 2004, he became Chief Financial Officer of the Benefits & Rewards Services business, in 2007 also that of Personal & Home Services and On-site Services for South America, then in 2009 that of On-site Services for continental Europe. In 2012, Marc was appointed Managing Director of Benefits & Rewards Services for Asia;
• Cathy Desquesses was Group Chief People Officer until May 2021. The recruitment of her successor is ongoing.

Although these managers are employees of Bellon SA, as members of Sodexo's Executive Committee, they remain under the authority of Sodexo's Chief Executive Officer and are included in the succession plans of the members of the Executive Committee regularly reviewed by the Nominating Committee of Sodexo's Board. Similarly, like the other members of the Executive Committee, their compensis in line with market practice, determined by the Chief Executive Officer and reviewed by Sodexo's Compensation Committee. Like the other members of the Executive Committee, they are also beneficiaries of Sodexo restricted share plans subject to performance conditions, thus aligning their interests with those of Sodexo shareholders.

These three managers do not receive any other form of compens from Bellon SA.

Financial conditions attached to the agreement

• As in the previous agreement, this agreement provides for the invoicing by Bellon SA to Sodexo of the compensation of the Group Chief Financial Officer, the Group Chief People Officer and the Group Chief Growth Officer, for the duration of their tenure . This invoicing includes fixed and variable compensation and benefits in kind as well as all related social security contributions and payroll taxes.
• As there is no margin in invoicing, this agreement does not generate any additional cost for Sodexo.