Universal Registration Document - Fiscal 2024

Shareholders’ Meeting held to approve the financial statements for the year ended August 31, 2024

SODEXO 255,

quai de la Bataille-de-Stalingrad

92866 Issy-les-Moulineaux Cedex 9, France

To the shareholders,

In our capacity as Statutory Auditors of Sodexo, we hereby report to you on related-party agreements.

It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements that have been disclosed to us or that we may have identified as part of our engagement, as well as the reasons given as to why they are beneficial for the Company, without commenting on their relevance or substance or identifying any undisclosed agreements. Under the provisions of article R.225-31 of the French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether the agreements are appropriate and should be approved.

Where applicable, it is also our responsibility to provide shareholders with the information required by article R.225-31 of the French Commercial Code in relation to the implementation during the year of agreements already approved by the Shareholders’ Meeting.

We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents.

Agreements submitted for the approval of the Annual General Meeting

Agreements authorized and entered into during the year ended August 31, 2024

In accordance with Article R.225-40 of the French Commercial Code, we were informed of the following related party agreement which received prior authorization from your Board of Directors.

Share Purchase Agreement for the sale of Sofinsod shares between Sodexo S.A. and Bellon S.A.

• Persons concerned:

  Sophie Bellon, Nathalie Bellon-Szabo, François-Xavier Bellon and Patrice de Talhouët, common corporate officers of Bellon S.A. and Sodexo S.A.

• Nature and purpose

  On July 23, 2024, your Board of Directors authorized the conclusion, with Bellon S.A., of a Share Purchase Agreement, under the terms of which your Company transfers to Bellon S.A. all the shares composing the capital and voting rights of Sofinsod S.A.S.

   

  Sofinsod S.A.S. is a subsidiary 100% owned by your Company.

  Sofinsod S.A.S.'s only balance sheet asset is a 19.60% interest in the capital of Bellon S.A., Bellon family's holding company and your Company’s reference shareholder, which controls your Company within the meaning of Article L. 233-3 of the French Commercial Code.
• Terms and conditions

  The terms of this Share Purchase Agreement are:

  • Sofinsod S.A.S., which holds only one asset on its balance sheet, which is a 19.60% interest in Bellon S.A., valued at 917,908,704 euros (selling price);
  • the transaction is not subject to any financing conditions;
  • the transaction is not subject to any suspensive conditions;
  • the selling has been completed on August 23, 2024;
  • the Share Purchase Agreement included representations and warranties, usual indemnities and undertakings for this type of transaction;
  • the Share Purchase Agreement included the distribution of the entire sale price to your Company's shareholders through an interim dividend on August 29, 2024.
• Reasons justifying why the Company benefits from this agreement

  Your Board explained as follows: your Company was pursuing discussions with Bellon S.A. with a view to organize the unwinding of this cross- shareholding loop, in particular by selling 100% of Sofinsod shares held by your Company to Bellon S.A., and on the one hand simplify your Company's shareholder structure and on the other hand monetize an illiquid asset.