(REAPPOINTMENT OF FRANÇOIS-XAVIER BELLON AS A DIRECTOR FOR A THREE-YEAR (3-YEAR) TERM)
Having considered the Board of Directors’ Report and noting that François-Xavier Bellon’s term of office expires at the close of this Meeting, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings, resolves to reappoint him as a director for a three-year term expiring at the close of the Annual Shareholders Meeting to be held to approve the financial statements for the fiscal year ending August 31, 2027.
(REAPPOINTMENT OF JEAN-BAPTISTE CHASSELOUP DE CHATILLON AS A DIRECTOR FOR A THREE-YEAR (3-YEAR) TERM)
Having considered the Board of Directors’ Report and noting that Jean-Baptiste Chasseloup de Chatillon’s term of office expires at the close of this Meeting, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings, resolves to reappoint him as a director for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for the fiscal year ending August 31, 2027.
As a company with shares traded on a regulated market, as from 2025, Sodexo will publish in its Fiscal 2025 Universal Registration Document sustainability information relating to the 2025 financial year in accordance with the provisions of Ordinance No. 2023-1142 of December 6, 2023 relating to the publication and certification of sustainability information and environmental, social and corporate governance obligations of commercial companies, transposing Directive (EU) No. 2022/2464 (the "CSRD").
The sustainability information to be published is harmonized through mandatory reporting standards. This reporting must cover all the activities of the Company within its scope of consolidation and its value chain, in accordance with the principle of double materiality. The sustainability information must provide an understanding of the impact of the Company’s activities on sustainability matters (social, environmental and corporate governance issues) and the way in which these issues influence the development of its business, its results and its situation.
Article L.821-41 of the French Commercial Code allows companies required to publish consolidated sustainability information to appoint several statutory auditors or one statutory auditor and an independent third party to certify this information.
The selection process was managed by the Audit Committee with the support of the Group’s Finance and Impact Departments, in particular by validating the bidding process, it being specified that neither the Audit Committee nor the Group’s Finance and Impact Departments have been influenced by a third party or are bound by a contractual provision that limits their choice. These Departments examined the applications, interviewed the candidates, carried out the necessary checks and, on this basis, made recommendations on the applications of ERNST & YOUNG Audit and KPMG SA. No other global audit firm applied, in particular in view of the incompatibility rules associated with this role.
At its meeting on October 23, 2024, the Board of Directors decided to follow the recommendations of the Audit Committee and proposes to the Annual Shareholders Meeting that the firms currently responsible for certifying the accounts be appointed as Statutory Auditors to carry out the task of certifying the Company's sustainability information and issuing a report certifying this information.
The reasons for this choice include their recognized expertise in sustainability, their international profile adapted to the Group’s geographical presence, their good understanding of the Group’s challenges and operations, and their level of independence (including with regard to their internal procedures for managing risks and conflicts of interest). In addition, having the same auditors for financial and non-financial information would help to ensure the consistency of the information published by the Group.
In accordance with article L.821-26 of the French Commercial Code, the sustainability information will be certified respectively on behalf of ERNST & YOUNG Audit and KPMG SA by an individual partner, shareholder or executive of the company concerned, duly registered with the Haute autorité de l’audit (industry oversight body) as a statutory auditor authorized to provide such services, as provided for in article L.821-13 of the French Commercial Code.
In view of the Group’s needs, the Board of Directors decided, on the recommendation of its Audit Committee, to propose to the Annual Shareholders Meeting of December 17, 2024 that these appointments be made for the remaining term of their respective terms of office as auditors. This decision will align the terms of office for the certification of the financial statements and the certification of sustainability information.
The seventh and eighth resolutions therefore propose to appoint ERNST & YOUNG Audit and KPMG SA respectively.
