Fiscal 2021 Universal Registration Document

• Bonus performance criteria are based on demanding performance criteria related to Sodexo's results and strategy, as for all members of the Executive Committee.
• Total amounts due under this agreement, as well as its evolution, are reviewed annually by Sodexo's Audit Committee (composed of 75% independent directors and chaired by an independent director).
• In addition, and in accordance with legal requirements, the agreement is reviewed annually by Sodexo's Board of Directors.
• In accordance with the AFEP-MEDEF Code, Sophie Bellon and Nathalie Bellon-Szabo as well as François-Xavier Bellon, common Corporate Officers of Bellon SA and Sodexo, refrain from attending the debates and participating in the vote of the corresponding deliberations.

The amount invoiced for Fiscal 2021 is 1.88 million euro, compared to 1.46 million euro the previous year. The increase is explained by the low comparable base in Fiscal 2020 when, due to the pandemic, no bonuses were granted, partially off set by the departure of the Group Chief People Officer in March 2021.

Interest of the agreement for Sodexo and its stakeholders

The Board considered that this agreement was in line with the interests of all shareholders given:

• the strategic advantage for Sodexo of a business model based on the strong values inherent in family controlled companies;
• the quality of the profiles of the managers with in-depth knowledge of the Group and significant experience in similar functions ;
• the existence of governance mechanisms that guarantee a good balance of power and avoid abusive control;
• the absence of any additional cost ensuring that the agreement is financially neutral for the Company.

Indeed, this agreement guarantees that the values, culture and ambitions initially defined by the founder Pierre Bellon, are shared throughout Sodexo. From its creation more than fifty years ago, Pierre Bellon wanted Sodexo to be the community of customers, consumers, employees and shareholders. His vision of acompany, precursor to the current rise of social and environmental concerns, is one of the fundamental principles behind Sodexo's development and guarantees a business model that creates value for all stakeholders. It is through these three key managers that Sodexo ensures that this business model remains the foundation of all decisions . This agreement is fully aligned with the interests of all Sodexo shareholders and stakeholders due to:

• the presence of a very long-term family shareholder, embodied by a commitment by Mr. and Mrs. Pierre Bellon and their children not to sell the shares to third parties for 50 years;
• the sole asset of Bellon SA's being its 42.8% holding in Sodexo shares, which it has no intention of selling to third parties;
• the independence provided by Bellon SA’s holding in the Group's capital guarantees the values, dual mission, and long-term strategy, of sustainable and profitable growth;
• the attachment Sodexo’s teams have to this independence , confirmed by the very high by the engagement rate of 78% even during the pandemic.

This independence has largely contributed to the Group's growth and is crucial in the current context of unprecedented crisis. Sodexo is able to seize development opportunities , accelerate its transformation and focus on its objective of returning to sustainable and profitable growth, without being influenced by short-term pressures.

Finally, in order to ensure that this agreement does not unduly favor Bellon SA, the Board of Directors is committed to ensuring that the rights of all shareholders are effectively protected, through various governance mechanisms:

• a high rate of independence within the Board (70%, well beyond the recommendation of the AFEP-MEDEF Code for a controlled company) and continuously increasing during the last few years;
• majority independent committees, each chaired by an independent director;
• internal rule and a policy for managing conflicts of interest.

More generally, the Board of Directors' consideration of the interests of all stakeholders is illustrated by its desire to evolve its governance practices, in line with the highest market standards. Thus, the above-mentioned governance mechanisms are intended to be frequently reviewed or even strengthened, as the Board wishes to continue to be part of a dynamic of progress. The consideration of stakeholders is also illustrated through the sustained efforts of the Board, supported by Group management, to be recognized internationally for its responsible practices and sustainable development. These efforts have enabled Sodexo to be a member of the ESG 80, FTSE4Good and Dow Jones Sustainability Indexes, for which it is, for the 16th consecutive year, at the top of its sector rankings. The Group is also ranked 1st among companies in its sector in the SAM Sustainability Yearbook and for the 12^th consecutive year among the best companies in the DiversityInc ranking for its LGBTQ+ employees, for the recruitment of women of color and for its women executives. Sodexo also holds Ecovadis Gold certification.

The Statutory Auditors’ Special Report on related-party agreements is provided in section 5.4.2 of this Registration Document.

Assessment procedure for related-party agreements and other agreements

On November 6, 2019, on the recommendation of the Audit Committee, the Board of Directors adopted an internal charter for the Group to be used for identifying those agreements that need to undergo the procedure for related-party agreements, and distinguishing them from other agreements entered into in the ordinary course of business. This charter helps ensure that Sodexo complies with French legislation on these agreements, which requires companies to regularly assess the conditions under which such agreements are entered into and to analyze their classification.

In addition to describing the regulatory framework applicable to the various types of agreements that may be entered into by the Group, the charter provides for a regular assessment to be carried out by the Audit Committee of the conditions under which agreements are entered into in the ordinary course of business, with any parties that have a direct or indirect interest in an agreement being prohibited from taking part in the corresponding assessment.

A summary of how the charter has been applied is presented once a year to the Audit Committee, which then reports to the Board of Directors on the work it has carried out.