Universal Registration Document Fiscal 2025

7.1.2 A long-term family shareholder base that is stable and involved

Sodexo's capital structure is based on a family shareholding anchored by Bellon SA. As at August 31, 2025, Bellon SA held 43.8% of the capital and 58.8% of the exercisable voting rights, thereby controlling Sodexo within the meaning of article L.233-3 of the French Commercial Code.

This family shareholding gives the Group its independence and safeguards its founding values, culture, and ambitions. It promotes a long-term strategy focused on profitable and sustainable growth, while allowing the Group to seize development opportunities without yielding to short-term pressures.

From the outset, Pierre Bellon envisioned Sodexo as a community bringing together clients, consumers, employees, and shareholders. This vision —innovative at the time— remains a guiding principle in Sodexo’s development and underpins a model that creates value for all stakeholders.

Bellon SA, the Group’s animating holding company, brings together current and former Sodexo executives within its Strategy Committee. Bellon SA plays an active role in shaping and monitoring investment policy, external growth, and key projects that may significantly impact the Group’s business and performance. It ensures that strategic decisions align with Sodexo’s long-term ambitions and founding values, and oversees their implementation.

The composition of the Board of Directors reflects this heritage, combining directors from or connected to the founding family, independent directors, and directors representing employees.

7.1.3 Governance and Management Bodies

Since its creation, Sodexo has been a public limited company (French société anonyme) with a Board of Directors.

The Board of Directors

The operating rules and procedures governing the Board of Directors are defined by law, the Company's bylaws and the Board's Internal Rules. These Internal Rules define the respective roles of the Board of Directors, the Chairwoman and CEO, and the Lead Director.

The Board of Directors' composition is governed by the following principles:

• number of directors: the Board is composed of no fewer than ten and no more than eighteen members, excluding directors representing employees;
• appointment process: directors are appointed or reappointed by the Ordinary Shareholders Meeting, which may also dismiss them at any time. The Board may also appoint directors on an interim basis (cooptation) to serve for the remainder of their predecessor’s term, subject to legal requirements and ratification by the next Ordinary Shareholders Meeting;
• age limit: no individual over the age of 70 may be appointed to the Board if such appointment would result in more than one-third of the Board members being over that age;
• term of office: directors are appointed for a term of three (3) years, ending at the close of the Shareholders Meeting held to approve the financial statements for the fiscal year in which their term expires. However, in accordance with the Company’s bylaws, the Shareholders Meeting may, on the Board’s recommendation, set a shorter term of one or two years for certain directors to allow for staggered renewals.

The Board’s composition also reflects the Company’s diversity policy, established in accordance with article L.22-10-10 of the French Commercial Code and detailed in the subsection “Board Diversity Policy” of section 7.1.5 of this Universal Registration Document.

Role of the Board of Directors

The Board of Directors is a collegial body that acts in the Company’s corporate interest, taking into account the Group's mission, purpose, and social and environmental challenges. It represents the interests of all shareholders.

• The Board defines the Group’s multi-year strategy, ambitions, and general policies, and oversees their implementation. It regularly assesses progress using criteria it sets and conducts any reviews it deems necessary.
• It appoints the Corporate Officers responsible for executing the Group’s policies, monitors risk and commitment management, and ensures that internal control is effectively carried out.
• In accordance with the law, the Board approves the financial statements, proposes earnings appropriation and dividend distribution, and decides on major investments and financial policy.
• It ensures the quality and transparency of financial information disclosed to shareholders and the markets, particularly through financial statements or when significant transactions take place.
• The Board regularly reviews the financial statements during in-depth meetings, that are also attended by relevant operational and functional leaders and the Statutory Auditors when required.
• It ensures that systems are in place to prevent and detect corruption and influence peddling, and receives all necessary information for this purpose.
• It verifies that the CEO implements a non-discrimination and equity policy and a vigilance plan.

Group executives regularly present their analyses and action plans to the Board. Operational leaders share development prospects, competitive positioning, ambitions, and associated strategies. They provide recommendations on policy evolution, progress made, and actions to be taken.

The Board meets in executive sessions as often as needed, and at least once a year.

Lastly, the Board is regularly informed of shareholder questions, comments, or concerns, whether raised during meetings or received by mail, email, or phone. The Lead Director, in coordination with the Chairwoman, serves as the Board’s spokesperson on governance matters and conveys shareholder feedback to the Board.