Universal Registration Document Fiscal 2025

7 Corporate Governance

Balanced distribution of powers

Although the Group is controlled by Bellon SA within the meaning of article L. 233-3 of the French Commercial Code, and Sophie Bellon held both the roles of Chairwoman and Chief Executive Officer as of August 31, 2025, several mechanisms are in place to ensure a balanced and effective governance framework:

  • six independent directors sit on the Board of Directors (out of twelve members, including two directors representing employees as of August 31, 2025), well above the threshold recommended by the AFEP-MEDEF Code for a controlled company;
  • four Specialized Committees, all chaired and predominantly composed of independent directors, in line with the AFEP-MEDEF Code. Sophie Bellon is not a member of any of these Committees;
  • appointment of a Lead Director: Luc Messier, appointed on March 1, 2022 and reappointed in 2023 upon the renewal of the Chairwoman and CEO’s term. He ensures the proper functioning of governance bodies and holds specific prerogatives;
  • strict application of the AFEP-MEDEF Code: Sodexo complies fully with all recommendations, without exception;
  • limitation of the Chairwoman and CEO’s powers: certain significant transactions require prior approval from the Board of Directors (see below);
  • annual review by the Audit Committee of the amount paid by the Company to Bellon SA under the management and services agreement, including its changes therein.

Lastly, the strong involvement of the Board of Directors — reflected in directors’ attendance rates and the organization of three executive sessions (without the presence of directors representing employees, executive directors, and, on certain topics, even non-independent directors) — also contributes to maintaining balanced and effective governance within the Group’s specific context.

As of November 10, 2025, the roles of Chairman of the Board and Chief Executive Officer will be dissociated. Sophie Bellon will remain Chairwoman of the Board of Directors and will support Thierry Delaporte during the transition period. In addition, the existing mechanisms listed above — in particular, the continuation of the Lead Director role and the limitations on the powers of the Chief Executive Officer— will continue to ensure a balanced distribution of powers and sound governance at Sodexo in this new context, with a non-independent Chairwoman of the Board.

The role and powers of the Chief Executive Officer

As Chief Executive Officer, Sophie Bellon is vested with the broadest powers to act on behalf of the Company in all circumstances. She exercises these powers within the limits of the Company’s corporate purpose and subject to those powers expressly reserved by law for Shareholders Meetings and the Board of Directors. The Group’s operational and functional departments report directly to her.

She represents the Company in its dealings with third parties.

Effective November 10, 2025, Thierry Delaporte will take on the position of Chief Executive Officer of the Group.

Limitations set by the Board of Directors on the powers of the Chief Executive Officer

The limitations on the powers of the Chairwoman and CEO are set out in the appendix to the Internal Rules of the Board of Directors.

The Chairwoman and CEO is required to obtain the prior consent of the Board to grant guarantees insofar as they meet the following conditions:

  • term greater than 15 years, regardless of the amount;
  • term between 10 and 15 years and amount greater than 15 million euros;
  • term between 5 and 10 years and amount greater than 30 million euros;
  • term less than or equal to 5 years and amount greater than 50 million euros.

However, the prior consent of the Board is not required where the amount is less than or equal to 100 million euros and the term less than 25 years, provided it has been pre-approved by the Chairman of the Audit Committee.

The total amount for which the Chairwoman and CEO may grant any guarantee between Board meetings is limited to 150 million euros.

The Chairwoman and CEO must also obtain prior consent from the Board of Directors to grant commitments on behalf of the Company beyond certain amounts, for the following operations:

  • acquisitions of interests in companies for more than 100 million euros (enterprise value) per transaction;
  • disposals of shares in companies for more than 50 million euros (enterprise value) per transaction;
  • implementation of new financing for additional medium and long-term debt of more than 100 million euros.

These limitations of powers will remain applicable to the new Chief Executive Officer after November 10, 2025.