Universal Registration Document - Fiscal 2024

The coordination and service agreement entered into between Sodexo and Bellon SA

The coordination and service agreement between Bellon SA and Sodexo is the only previously concluded related-party agreement that is still ongoing during Fiscal 2024.

Under this agreement, Bellon SA provides Sodexo with assistance and consulting services in the areas of strategic planning, finance and human resources, making three managers available who hold, within Sodexo, the positions of Group Chief Financial Officer, Group Chief Human Resources Officer and Group Chief Growth Officer respectively.

These three highly qualified and experienced managers occupy key functional positions in the implementation of Sodexo’s strategy. They are also an integral part of the Sodexo Leadership Team and are subject to the same conditions as the other members.

A detailed biography for each of these managers is available on the Sodexo website.

These types of coordination and service agreements have been in place for many years. In 1991, Bellon SA and Sodexo entered into a similar service agreement, the terms of which (duration, financial terms and roles of the managers made available) were revised in 2013, 2016 and 2017 by the Board of Directors, on the recommendation of the Audit Committee.

In 2021, with the agreement then in force coming to an end, the Board of Directors, deliberating and voting in the absence of the interested directors, decided to renew the agreement, unanimously and on the recommendation of the Audit Committee, at its meeting of June 23, 2021.

The new agreement, signed on October 26, 2021, took effect on November 17, 2021 for another five-year period. It was approved by the Shareholders Meeting on December 14, 2021 with 61% of individual and institutional shareholders voting in favor. In accordance with the applicable law, Bellon SA and the Bellon family members did not vote on the resolution concerned.

Financial conditions attached to the coordination and service agreement

• As previously, this agreement provides for the invoicing by Bellon SA to Sodexo of the cost of the three managers, for the entire period in which they are made available. This invoicing includes their fixed and variable compensation and benefits in kind, as well as all related social security contributions and payroll taxes.
• As there is no margin in invoicing, this agreement does not generate any additional cost for Sodexo.
• The compensation policy applied for these three managers is the same as for all the members of the Sodexo Leadership Team. The performance criteria used to award bonuses, for example, are the same as for all the Sodexo Executive Committee members.
• The managers do not receive any other form of compensation from Bellon SA.
• Total amounts due under this agreement, as well as changes thereto, are reviewed annually by Sodexo’s Audit Committee (chaired by and composed of 75% independent directors).
• In addition, and in accordance with legal requirements, the agreement is reviewed annually by the Board of Directors which, in accordance with the AFEP-MEDEF Code, on this occasion, meets and deliberates without the interested directors being present.

The amount invoiced for Fiscal 2024 is 5.13 million euros, compared to 4.77 million euros the previous year. The increase of this compensation is linked to an increase in base salaries, its impact on bonuses and contributions to the supplemental pension plan as well as changes in the holders of the positions made available by the agreement.