Universal Registration Document - Fiscal 2023

9. Combined Shareholders meeting of December 15, 2023

COMPOSITION OF THE BOARD OF DIRECTORS AFTER THE SHAREHOLDERS MEETING OF DECEMBER 15, 2023
  NUMBER OF DIRECTOR/ OFFICER POSITIONS HELD IN OTHER LISTED COMPANIES FIRST APPOINTMENT TO THE BOARD TERM EXPIRES (AT THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR INDICATED) SENIORITY (YEARS) NUMBER OF SODEXO SHARES HELD BOARD COMMITTEES
CHAIRWOMAN AND CEO
Sophie Bellon(2) 08/19/1961 1 1989/07/26 2023 34 7,964  
INDEPENDENT DIRECTORS(1)
Jean-Baptiste Chasseloup de Chatillon03/19/1965 0 12/14/2021 2024 2 400 Audit Committee Chairman Compensation Committee member
Federico J. González Tejera(2) 04/12/1964 0 01/12/2021 2023 3 1,000

Compensation Committee member
Véronique Laury 06/29/1965 2 01/21/2020 2025 4 400

Audit Committee member
Luc Messier 04/21/1964

1 01/21/2020 2025 4 400

Audit Committee member Nominating Committee member
Gilles Pélisson 05/26/1957  1 12/15/2023 2026 0 750

Nominating Committee Chairman
Cécile Tandeau de Marsac 04/17/1963 2 01/24/2017 2025 7 400 Compensation Committee Chairwoman Nominating Committee member
FAMILY DIRECTORS
François-Xavier Bellon 09/10/1965 0 07/26/1989 2024 34 36,383

Audit Committee member Nominating Committee member Compensation Committee member
Nathalie Bellon-Szabo(2) 01/26/1964 0 07/26/1989 2023 34 3,052

Nominating Committee member
NON INDEPENDENT DIRECTOR
Patrice de Talhouët 06/18/1966 0 12/19/2022 2025 1 400  
DIRECTORS REPRESENTING EMPLOYEES(2)
Philippe Besson 09/21/1956 0 06/18/2014 2025 9 N/A

Compensation Committee member
Cathy Martin(3) 06/05/1972 0 09/10/2015 2023 8 N/A

Audit Committee member

Audit Committee member

Nominating Committee member

Compensation Committee member

Chairman/Chairwoman

(1) Independent directors based on the criteria set out in the AFEP-MEDEF Code, to which the Company refers. .

(2) The Board of Directors proposes that the Combined Annual Shareholders Meeting to be held on December 15, 2023 reappoints Sophie Bellon, Nathalie Bellon-Szabo, and Federico J. González Tejera, for a term of three years, i.e., until the Annual Shareholders Meeting held to adopt the Fiscal 2026 financial statements. The term of office of Françoise Brougher, which is also expiring, will not be renewed.

(3) The term of office of Cathy Martin, who was appointed in 2015 and reappointed in 2018 and 2020 by the European Works Council, expires at the end of the Combined Annual Shareholders Meeting on December 15, 2023. This mandate 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)

58.5 Average age of directors

40% Female directors (excluding directors representing employees)

Biographical information on these directors is provided in section 7.2.1 of this Fiscal 2023 Universal Registration Document.