Fiscal 2022 Universal Registration Document

5.4.2 Statutory Auditors’ special report on related-party agreements

Shareholders’ Meeting held to approve the financial statements for the year ended August 31, 2022

SODEXO

255, quai de la Bataille-de-Stalingrad

92866 Issy-les-Moulineaux Cedex 9,France

To the shareholders,

In our capacity as Statutory Auditors of Sodexo, we hereby report to you on related-party agreements.

It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements that have been disclosed to us or that we may have identified as part of our engagement, as well as the reasons given as to why they are beneficial for the Company, without commenting on their relevance or substance or identifying any undisclosed agreements. Under the provisions of article R.225-31 of the French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether the agreements are appropriate and should be approved.

Where applicable, it is also our responsibility to provide shareholders with the information required by article R.225-31 of the French Commercial Code in relation to the implementation during the year of agreements already approved by the Shareholders’ Meeting.

We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents.

Agreements to be submitted for the approval of the Annual General Meeting

We were not informed of any agreements authorized and entered into during the year to be submitted for the approval of the Shareholders’ Meeting pursuant to the provisions of article L.225-38 of the French Commercial Code.

Agreements already approved by Shareholders’ Meetings

Agreements approved during the year

We were informed of the implementation during the year of the following agreement, which was already approved by the Shareholders’Meeting of December 14, 2021 based on the Statutory Auditors’ report of November 8, 2021.

Service agreement between Bellon SA and Sodexo

• Persons concerned:Sophie Bellon, Nathalie Bellon-Szabo, and François-Xavier Bellon, common Corporate Officers of Bellon S.A. and Sodexo.
• Nature and purpose:At its meeting on June 23, 2021, the Board of Directors, on the recommendation of the Audit Committee, authorized the conclusion of a new service agreement, renewing under similar conditions the agreement previously entered into with effect from November 17,2016 and expiring on November 17, 2021. The new agreement was entered into on October 26, 2021 and came into effect on November 17, 2021 for a period of five years.

Under this agreement, Bellon S.A. provides assistance and advisory services and assigns three of its employees to Sodexo to hold the positions of Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Officer, enabling Sodexo to benefit from their experience and skills in the implementation of its strategy.