Universal Registration Document - Fiscal 2024

Introduction

Agreements already approved by Shareholders’ Meetings
Agreements approved in previous years which continued to apply during the financial year ended August 31, 2024

In accordance with article R.225-30 of the French Commercial Code, we were informed of the following agreement, which was approved by the Shareholders’ Meeting in previous years and continued to apply during the financial year ended August 31, 2024.

Service agreement between Bellon SA and Sodexo
  • Persons concerned:

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

  • Nature and purpose:

    On June 23, 2021, the Board of Directors authorized the conclusion of a new service agreement, renewing under similar conditions the agreement previously entered into with effect from November 17, 2016 and expiring on November 17, 2021. The new agreement was entered into on October 26, 2021 and came into effect on November 17, 2021 for a period of five years.

    Under this agreement, Bellon S.A. provides assistance and advisory services and assigns three of its employees to Sodexo to hold the positions of Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Officer, enabling Sodexo to benefit from their experience and skills in the implementation of its strategy.

  • Terms and conditions:

    Under this agreement, Bellon S.A. invoices Sodexo for the compensation of the Group Chief Financial Officer, Group Chief People Officer and Group Chief Growth Officer during the secondment period. This invoicing includes the compensation and associated benefits, as well as payroll and any other related taxes. The invoiced amount does not include a margin on the items invoiced.

    The total fees billed under this agreement, and changes compared with the prior year, are reviewed annually by Sodexo’s Audit Committee. In addition, and in compliance with the law, the agreement is reviewed every year by the Board of Directors.

     

    The annual fees payable to Bellon S.A. are approved each year by the Board of Directors of your Company, with none of the directors who are Bellon family members taking part in the vote.

For the year ended August 31, 2024, the fees billed by Bellon S.A. under this agreement amounted to 5, 131,113 euros excluding taxes.

Paris-La Défense, October 23, 2024

The Statutory Auditors

ERNST & YOUNG Audit

Aymeric de La Morandière

Soraya Ghannem

KPMG S.A

Caroline Bruno-Diaz

Eric Ropert