Universal Registration Document - Fiscal 2023

The Senior Management is supported by a Group Investment Committee whose members comprise the Chairwoman and Chief Executive Officer, the Chief Financial Officer and one or more CEOs, depending on the investment projects concerned. This Committee considers and approves:

• significant new contracts for the Group;
• any plan to invest in property, plant and equipment or intangible assets as well as cumulative overruns of any investment budget approved at the beginning of the fiscal year;
• any plan to invest in or acquire companies;
• disposals of shareholdings.

DIVERSITY POLICY WITHIN THE GOVERNING BODIES

With a ratio of women of 50% as at August 31, 2023, the gender diversity within the Sodexo Leadership Team complies with best market practices.

In early Fiscal 2023, the Board of Directors examined gender diversity within the Group’s governing bodies, current objectives related thereto and the action plan followed by the management. The Board noted that the targets set in 2021 – 40% of women to top management positions and 38% of women among Global Senior Leaders (GSL – top 1,600) – had been achieved, with respectively 46% and 42% of women in each group.

The Board also set two new objectives for the coming period:

• promoting women to top management positions, i.e., positions reporting directly to a member of the Sodexo Leadership Team, with a goal of maintaining 45% women in this group by August 31, 2025;
• promoting women to Global Senior Leaders, with a target of 45% women by August 31, 2025.

In line with this, performance shares granted to Sodexo Leadership Team members and Global Senior Executives (top 200) are subject, among other criteria, to these specific diversity and inclusion vesting conditions.

Gender diversity within the governing bodies is described in detail in the Non-Financial Performance Declaration, Section 2.3.1 of this Registration Document.

7.2.2 Compliance with the AFEP-MEDEF Code

Sodexo adopted the AFEP-MEDEF Code as its Corporate Governance framework. The latest version of this Code, as revised in December 2022, is available on the websites of the AFEP (www.afep.com) and the MEDEF (www.medef.com). It is also available on the Group’s website at www.sodexo.com.

The Company has not opted not to apply certain provisions of this Code.

7.2.3 Attendance of shareholders at the Annual Shareholders Meeting

Specific procedures pertaining to the participation of shareholders at the Shareholders Meeting are indicated in article 15 of Sodexo’s bylaws (see Section 8.4.12 of this Universal Registration Document).

7.2.4 Factors that could have an impact in the event of a public tender offer

In accordance with article L.22-10-11 (formerly article L.225-37-5) of the French Commercial Code – which lists the factors that require disclosure if they could have an impact in the event of a public tender offer – the only relevant factor for Sodexo is Bellon SA’s control over the Company’s capital and voting rights. For further information about the Group’s shareholding structure and voting rights, see chapter 7, section 8.3 of this Universal Registration Document.