Universal Registration Document - Fiscal 2023

The Animation (services) contract between Bellon SA and Pluxee will be similar to that of Sodexo.

The Group has signed 2 new banking facilities for Pluxee to ensure it has a solid and flexible financing structure in place post the listing. These comprise a 650 million euros 5-year Revolving Credit

Facility and a 1.5 billion euros 12-month Bridge Facility. The RCF facility will provide liquidity headroom for Pluxee. The bridge facility will be used to repay existing intercompany debt, and is intended to be refinanced by a bond market issuance in due course and subject to market conditions.

3.1.6 Changes in the Board of Directors

At the Shareholders Meeting on December 15, 2023, the following renewals and appointments will be proposed:

• Sophie Bellon, who should she be reelected will then be reappointed as Chairwoman and Chief Executive Officer;
• Nathalie Bellon-Szabo, who will then be confirmed as member of the Nominating Committee;
• Federico J. González Tejera, who will then be confirmed as member of the Compensation Committee;
• Francoise Brougher’s term expires after the 2023 Shareholders Meeting. No longer considered as an independent director, she will not be seeking renewal.

The appointment of a new independent director, Gilles Pélisson, will be presented for election at the Shareholders Meeting. Since 2016 and until recently, Gilles Pélisson was Chairman of the Board and Chief Executive Officer of the commercial television network and production group, TF1. Before joining TF1, Gilles Pélisson was Chairman and CEO of several international, listed companies such as Accor, Euro Disney and Bouygues Telecom. Gilles Pélisson was also Board member for Bic, Lucien Barrière Group, NH Hoteles and Sun Resort International. He is currently the Lead Independant Director of Accenture PLC (United States) and Chairman of the Lyfe Institute (formely Paul Bocuse Institute), a management school in hospitality and culinary arts. Gilles Pélisson will bring 40 years of extensive operational experience in international environments in the services industry, as well as a thorough understanding of Corporate Governance. Should his appointment be approved at the Shareholders Meeting, he will become member and Chairman of the Nominating Committee.

As part of the review of the Committees, the Board of Directors endorsed the appointment of François-Xavier Bellon and Jean-Baptiste Chasseloup de Chatillon as members of the Compensation Committee.

Should all the resolutions concerning the appointment and reelection of Board members be approved at the Shareholders Meeting, the Board will be made up of five women and seven men and 60% of its elected members will be independent.