Universal Registration Document - Fiscal 2023

9. Combined Shareholders meeting of December 15, 2023

Ordinary business

Sixth to ninth resolutions: Composition of the Board of Directors

Purpose

The Board of Directors is currently composed of twelve members, including two directors representing employees, six independent directors and six women (including one female director representing employees).

The terms of office of Sophie Bellon, Nathalie Bellon-Szabo and Federico J. González Tejera expire at the end of the December 15, 2023 Shareholder's Meeting. It is proposed to renew their office.

The term of office of Françoise Brougher, which is also expiring, will not be renewed. Sophie Bellon, on her own behalf and on behalf of the Board of Directors and all shareholders, thanks her for her contribution to the work of the Board of Directors, the Compensation Committee and the Nominating Committee.

It is proposed that Gilles Pélisson be appointed as a director for a period of 3 years.

At the end of the December 15, 2023 Shareholders Meeting, if these resolutions are adopted, the Board of Directors would remain composed of 12 members, including 6 independent directors and 5 women.

Reappointment of Sophie Bellon as a director

Purpose

The purpose of the sixth resolution is to reappoint Sophie Bellon. for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2026.

Non-independent director on the Sodexo Board of Directors since July 26, 1989, Chairwoman of the Board of Directors since January 26, 2016 and Chairwoman and Chief Executive Officer since March 1, 2022, Sophie Bellon provides the Board and the Group with her in- depth knowledge of Sodexo, her dedication to the Group and the strategic developments over the last two years under her leadership.

Her attendance for Fiscal 2023 was 100% for the Board of Directors.

If the reappointment of Sophie Bellon is approved at the Annual Shareholders Meeting of December 15, 2023, she will continue in her role as Chairwoman of the Board of Directors and Chief Executive Officer of Sodexo.

Reappointment of Nathalie Bellon-Szabo as a director

Purpose

The purpose of the seventh resolution is to reappoint Nathalie Bellon-Szabo for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2026.

Non-independent director on the Sodexo Board of Directors since July 26, 1989, member of the Sodexo Leadership Team and Chief Executive Officer of Sodexo Live!, Nathalie Bellon-Szabo provides the Board with her in-depth knowledge of Sodexo and its operations, as well as her experience and her contribution in Quality of Life services. At Sodexo Live! she promotes offerings encouraging socially responsible and environmental friendly that meet ever increasing sustainability requirements.

Her attendance for Fiscal 2023 on the Board of Directors was 100% and 100% on the Nominating Committee.

If the reappointment of Nathalie Bellon-Szabo is approved at the Annual Shareholders Meeting of December 15, 2023, she will continue to serve as a member of the Nominating Committee.

Reappointment of Federico J. González Tejera as a director

Purpose

The purpose of the eighth resolution is to reappoint Federico J. González Tejera for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2026.

Independent director since January 12, 2021, Federico J. González Tejera has been the Chairman and Chief Executive Officer of Louvre Hotels Group. Having held various positions in marketing and executive management for several multinationals, especially in the sectors of consumer goods, media, entertainment and the hotel business, Federico J. González Tejera provides his strategic vision to the Board along with his strong understanding of consumer culture.

His attendance for Fiscal 2023 was 90% on the Board of Directors and 100% on the Compensation Committee.

If the reappointment of Federico J. González Tejera is approved at the Annual Shareholders Meeting of December 15, 2023, he will continue to serve as a member of the Compensation Committee.