Fiscal 2022 Universal Registration Document

8 COMBINED SHAREHOLDERS' MEETING OF DECEMBER 19, 2022

COMPOSITION OF THE BOARD OF DIRECTORS AFTER THE SHAREHOLDERS' MEETING OF DECEMBER 19, 2022

Chairwoman and CEO

Sophie Bellon

DATE OF BIRTH: 1961/08/19

NATIONALITY: French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 1

FIRST APPOINTMENT TO THE BOARD: 1989/07/26

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2023

SENIORITY (YEARS): 33

NUMBER OF SODEXO SHARES HELD: 7,964

Independent directors

Françoise Brougher

DATE OF BIRTH: 1965/09/02

NATIONALITY: French-American

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 0

FIRST APPOINTMENT TO THE BOARD: 2012/01/23

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2023

SENIORITY (YEARS): 10

NUMBER OF SODEXO SHARES HELD: 400

INDEPENDENT DIRECTORS(1): Yes

BOARD COMMITTEES: Nominating and Compensation

Jean-Baptiste Chasseloup de Chatillon

DATE OF BIRTH: 1965/03/19

NATIONALITY: French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 0

FIRST APPOINTMENT TO THE BOARD: 2021/12/14

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2024

SENIORITY (YEARS): 1

NUMBER OF SODEXO SHARES HELD: 400

INDEPENDENT DIRECTORS(1): Yes

BOARD COMMITTEES: Audit (Chair)

Federico J. González Tejera

DATE OF BIRTH: 1964/12/04

NATIONALITY: Spanish

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 0

FIRST APPOINTMENT TO THE BOARD: 2021/01/12

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2023

SENIORITY (YEARS): 1

NUMBER OF SODEXO SHARES HELD: 1,000

INDEPENDENT DIRECTORS(1): Yes

BOARD COMMITTEES: Compensation

Véronique Laury(2)

DATE OF BIRTH: 1965/06/29

NATIONALITY: French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 3

FIRST APPOINTMENT TO THE BOARD: 2020/01/21

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2022

SENIORITY (YEARS): 2

NUMBER OF SODEXO SHARES HELD: 400

INDEPENDENT DIRECTORS(1): Yes

BOARD COMMITTEES: Audit

Luc Messier(2)

DATE OF BIRTH: 1964/04/21

NATIONALITY: Canadian-American

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 1

FIRST APPOINTMENT TO THE BOARD: 2020/01/21

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2022

SENIORITY (YEARS): 2

NUMBER OF SODEXO SHARES HELD: 400

INDEPENDENT DIRECTORS(1): Yes

BOARD COMMITTEES: Audit and Nominating

Cécile Tandeau de Marsac(2)

DATE OF BIRTH: 1963/04/17

NATIONALITY: French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 2

FIRST APPOINTMENT TO THE BOARD: 2017/01/24

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2022

SENIORITY (YEARS): 5

NUMBER OF SODEXO SHARES HELD: 400

INDEPENDENT DIRECTORS(1): Yes

BOARD COMMITTEES: Nominating (Chair) and Compensation (Chair)

Family directors

François-Xavier Bellon

DATE OF BIRTH: 1965/09/10

NATIONALITY: French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 0

FIRST APPOINTMENT TO THE BOARD: 1989/07/26

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2024

SENIORITY (YEARS): 33

NUMBER OF SODEXO SHARES HELD: 36,383

BOARD COMMITTEES: Audit and Nominating

Nathalie Bellon-Szabo

DATE OF BIRTH: 1964/01/26

NATIONALITY: French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 0

FIRST APPOINTMENT TO THE BOARD: 1989/07/26

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2023

SENIORITY (YEARS): 33

NUMBER OF SODEXO SHARES HELD: 3,052

BOARD COMMITTEES: Nominating

Non independent Director

Patrice de Talhouët

DATE OF BIRTH: 1966/06/18

NATIONALITY: French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 0

FIRST APPOINTMENT TO THE BOARD: 2022/12/19

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2025

SENIORITY (YEARS): 0

NUMBER OF SODEXO SHARES HELD: 0

Director representing employees

Philippe Besson

DATE OF BIRTH: 1956/09/21

NATIONALITY: French

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 0

FIRST APPOINTMENT TO THE BOARD: 2014/06/18

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2022

SENIORITY (YEARS): 8

NUMBER OF SODEXO SHARES HELD: -

INDEPENDENT DIRECTORS(1): N/A3

BOARD COMMITTEES: Compensation

Cathy Martin

DATE OF BIRTH: 1972/06/05

NATIONALITY: Canadian

NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES: 0

FIRST APPOINTMENT TO THE BOARD: 2015/09/10

TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED): Fiscal 2023

SENIORITY (YEARS): 7

NUMBER OF SODEXO SHARES HELD: -

INDEPENDENT DIRECTORS(1): N/A3

BOARD COMMITTEES: Audit

  1. Independent directors based on the criteria set out in the AFEP-MEDEF Code.
  2. The Board of Directors recommends that the Combined Annual Shareholders' Meeting to be held on December 19, 2022, reappoints Cécile Tandeau de Marsac, Véronique Laury and Luc Messier for a term of three years, i.e., until the Annual Shareholders' Meeting held to approve the Fiscal 2025 financial statements.
  3. The term of office of Philippe Besson, who was appointed in 2014 and reappointed in 2017 and 2020 by the most representative trade union among the Group companies in France under the applicable legislation, expires at the end of the Combined Annual Shareholders' Meeting of December 19, 2022. This term will be renewed. In accordance with French law and the AFEP-MEDEF Code, directors representing employees are not included in the calculation of the representation of men and women on the Board or the percentage of independent directors.
  • 60% Independent directors (excluding directors representing employees)
  • 58 Average age of directors
  • 50% Female directors (excluding directors representing employees)

Biographical information on these directors is provided in section 6.2.1 of this Fiscal 2022 Universal Registration Document.