Universal Registration Document Fiscal 2025

Changes planned for Fiscal 2026

Véronique Laury and Cécile Tandeau de Marsac informed the Board of Directors that they would not be seeking renewal of their terms of office.

During the latest assessment of the Board's work, the directors noted that they wished to strengthen certain skills when recruiting new directors, particularly their knowledge of the North American market, digital technologies, and sustainability.

As part of the strategic planning concerning Sodexo’s governance structure over the past several months, and in order to ensure both the continuity of the Bellon family’s commitment to the Group and the work of the Board of Directors, it is proposed that Bellon SA be appointed as a director of Sodexo, succeeding Patrice de Talhouët, whose term of office is expiring. Bellon SA would then appoint Patrice de Talhouët as its permanent representative on Sodexo’s Board of Directors.

Consequently, the following changes will be proposed at the Combined Shareholders Meeting of December 16, 2025:

• appointment of Bellon SA as a director for a three-year term. Bellon SA is Sodexo’s controlling shareholder and the Group’s managing holding company (holding animatrice). If its appointment is approved at the Combined Shareholders Meeting of December 16, 2025, it would designate its Chief Executive Officer, Patrice de Talhouët, as its permanent representative. He will continue to bring to the Board his financial expertise, his experience as an executive of international companies, and his deep knowledge of both family-owned businesses and the inclusive and solidarity-based economy. Bellon SA, represented by Patrice de Talhouët, will serve on the Audit Committee and on the Sustainability Committee;
• appointment of Geneviève Bich as a director for a three-year term. Geneviève Bich, a Canadian national, will serve as an independent director on Sodexo's Board of Directors. She will bring to the Board her experience in human resources, labor relations, and organizational transformation, which she acquired while serving in senior management positions at major North American corporations.  If her appointment is approved at the Shareholders Meeting of December 16, 2025, she will chair the Compensation Committee and serve on the Nominating Committee;
• appointment of Françoise Colpron as a director for a three-year term. Françoise Colpron, a dual U.S. and Canadian national, will serve as an independent director on Sodexo's Board of Directors. She will bring to the Board her extensive experience in international general management and recognized expertise in operational performance and the execution of major strategic transformations, which she acquired in complex industrial environments shaped by rapid change and large-scale management challenges. If her appointment is approved at the Shareholders Meeting of December 16, 2025, she will serve on the Audit Committee;
• reappointment of Luc Messier as a director for a three-year term. An independent director on Sodexo’s Board since January 21, 2020, Luc Messier brings international experience, notably in the energy sector, where he held senior executive roles in several French and American multinationals. He currently holds a senior executive position in a startup specializing in carbon recycling. Having lived and worked in Canada, Asia, Africa, Europe, and the United States — where he currently resides— Luc Messier has deep insight into global challenges. From March 1, 2022, to November 10, 2025, he served as Lead Director, actively contributing to Sodexo's governance. If his reappointment is approved at the Shareholders Meeting of December 16, 2025, he will chair the Sustainability Committee and remain a member of the Nominating Committee and the Audit Committee.

The profiles of Bellon SA, Geneviève Bich and Françoise Colpron are presented below.