Fiscal 2021 Universal Registration Document

8. Combined annual shareholders’ meeting of december 14, 2021

Fifth and sixth resolutions: Composition of the Board of Directors 

The Board of Directors is currently composed of twelve members, including two directors representing employees, seven independent directors and seven women (including one female director representing employees).

Reappointment of François-Xavier Bellon as a director
Purpose

The purpose of the fifth resolution is to reappoint François-Xavier Bellon whose term as director expires at the close of the December 14, 2021 Annual Shareholders Meeting. Consequently, shareholders are invited to reappoint François-Xavier Bellon for a three-year term expiring at the close of the Annual Shareholders Meeting to be held to adopt the financial statements for Fiscal 2024.

François-Xavier Bellon has been a non-independent director on Sodexo’s Board of Directors since July 26, 1989. He brings to the Board his in-depth knowledge of Sodexo, as well as his operational and financial expertise and long-term strategic vision. If he is reappointed as a director at the Annual Shareholders Meeting, François-Xavier Bellon will continue to serve as a member of the Audit Committee.

Appointment of a new independent director
Purpose

Emmanuel Babeau, who has been a director of Sodexo for six years and whose term of office expires at the close of the December 14, 2021 Annual Shareholders Meeting, has stated that he does not wish to stand for reappointment. Sophie Bellon would like to thank Emmanuel Babeau, 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 sixth resolution, shareholders are invited to appoint Jean-Baptiste Chasseloup de Chatillon as independent director for a three-year term expiring at the close of the Annual Shareholders Meeting to be held to adopt the financial statements for Fiscal 2024.

Executive Vice President and Chief Financial Officer of Sanofi since 2018, Jean-Baptiste Chasseloup de Chatillon spent nearly 30 years at PSA Peugeot-Citroën, of which the last 6 years as Group Chief Financial Officer. Prior to that, he held finance and other roles both in France and internationally. He would bring the Board significant experience in mergers and acquisitions, turnaround situations, financing and information technology.

If his appointment is approved by the shareholders, Jean-Baptiste Chasseloup de Chatillon will join the Audit Committee. If the two resolutions above are adopted, at the close of the December 14, 2021 Annual Shareholders Meeting, the Board of Directors will still comprise a total of twelve members, including seven independent directors and seven women, as follows.