Fiscal 2022 Universal Registration Document

History of the agreement

In 1991, 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.

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 ended on November 17, 2021, on June 23, 2021, on the recommendation of the Audit Committee, the Board of Directors unanimously decided to renew it. 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 took effect on November 17, 2021 for another five-year period; it was approved by the Shareholders’ Meeting on December 14, 2021 with 61% of the votes, voted only by individual and institutional shareholders in accordance with legal requirements. Bellon S.A. and the Bellon family members did not vote on the concerned resolution.

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.

Although these three managers are employees of Bellon SA, they are part of Sodexo’s Executive Committee and are subject to the same conditions as the other members.

These three managers do not receive any other form of compensation 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.
• 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 2022 is 3.47 million euros, compared to 1.88 million euros the previous year. The increase is explained by the arrival of the new Group Chief People Officer, the payment of a contribution under the supplemental pension plan and of indemnity related to the retirement of the Group Chief Growth Officer.