Universal Registration Document Fiscal 2025

3.1.3 Governance evolution

Appointment of the new Chief Executive Officer

As announced on October 8, 2025, the Board of Directors appointed Thierry Delaporte as Chief Executive Officer, effective November 10, 2025. This decision follows the recommendation of the Nominating Committee, after a thorough selection process. This governance evolution marks a new phase for Sodexo, with the roles of Chairwoman and Chief Executive Officer now separated. Sophie Bellon will serve as non-executive Chairwoman for the duration of her mandate.

Changes within the Sodexo Leadership Team

Following the departures of Anna Notarianni, Group Chief Impact Officer after 26 years within the Company, and Alexandra Serizay, Chief Strategy and Services Innovation Officer, the Group adjusted its organization.

• Jeanne Houssin, Group Chief Communications & Public Affairs Officer, and Dominique Guilhem, appointed Group Chief Strategy Officer overseeing Strategic Planning, both joined the Sodexo Leadership Team.
• Sustainability, Internal Audit, Legal, Ethics & Compliance, and Global Business Services were integrated into the scope of Marc Rolland, Group General Secretary.

Board of Directors

Gilles Pélisson will succeed Luc Messier as Lead Independent Director, effective November 10, 2025.

Véronique Laury and Cécile Tandeau de Marsac, who have contributed strongly to the Board and its Committees over their respective 6- and 9-year tenures, have chosen not to seek renewal of their terms. The Board will propose resolutions to its composition to strengthen the diversity of its expertise and its insight into the North American markets. The following appointments and renewals will be proposed at the Shareholders Meeting on December 16, 2025:

• the appointment of Geneviève Bich as an independent director for a three-year term. If approved, she will chair the Compensation Committee and sit on the Nominating Committee.
• the appointment of Françoise Colpron as an independent director for a three-year term. If approved, she will serve on the Audit Committee.
• the renewal of Luc Messier’s term as independent director for a three-year term. If approved, he will chair the Sustainability Committee and remain a member of the Nominating and Audit Committees, after having served as Lead Director since March 2022.
• the appointment of Bellon SA, represented by Patrice de Talhouët for a three-year term to replace his individual mandate as non-independent Director. If approved, he will be a member of the Sustainability and the Audit Committees.

Should all the resolutions concerning the re-election and appointment of Board members be approved at the Shareholders’ Meeting, the Board will be composed of five women and seven men. Of the elected members, 40% will be women and 60% independent.