Fiscal 2022 Universal Registration Document

Changes planned for Fiscal 2023

The following changes will be proposed at the Combined Annual Shareholders Meeting on December 19, 2022:

• reappoint Véronique Laury as director for a three-year term. Véronique Laury has been a director of Sodexo since January 21, 2020 and a member of the Audit Committee since October 28, 2020.
• reappoint Luc Messier as director for a three-year term. Luc Messier has been a director of Sodexo since January 21, 2020 and a member of the Nominating Committee since October 2021. He has also been Lead Director of Sodexo since March 1, 2022. In that capacity, Luc Messier has played a key role in the governance of Sodexo since the roles of Chairperson of the Board of Directors and Chief Executive Officer were combined (see below, Lead Independent Director’s activity report);
• reappoint Cécile Tandeau de Marsac as director for a three-year term. Cécile Tandeau de Marsac has been a director of Sodexo since January 24, 2017 and Chairwoman of the Compensation Committee since 2017 and of the Nominating Committee since 2019.
• appoint Patrice de Talhouët as a new director for a three-year term.

Of French nationality, Patrice de Talhouët joined Bellon SA as Managing director, to support Bellon SA in its role as the controlling company of Sodexo, to accompany the development of the Group over the long-term. He has international experience of more than 20 years in the USA, UK and Belgium in finance within large groups, mainly family owned such as Mars, Coty and JAB. Recently he was Group Chief Financial Officer of Coty, the cosmetics group listed in New York and an S&P 500 stock and then European director for JAB consumer fund, the Coty family holding company.

This proposed appointment is in line with the search for diversified profiles and the reinforcement of financial expertise within the Board. The Board will benefit from his management experience in international companies and his deep knowledge of family owned groups.

Sophie Stabile, whose term of office expires at the close of the December 19, 2022 Annual Shareholders Meeting, will not be renewed.

On October 25, 2022, the Board of Directors also decided to appoint:

• Luc Messier as a member of the Audit Committee;
• Jean-Baptiste Chasseloup de Chatillon as Chairman of the Audit Committee;
• and Federico J. Gonzalez Tejera as a member of the Compensation Committee.