Universal Registration Document Fiscal 2025

In this table, ✓ indicates an independence criterion that is met.

7.1.6 Operating procedures and preparation of the work of the Board of Directors

Operating procedures of the Board of Directors – Internal Rules

In addition to the Company's bylaws, the Board of Directors has adopted Internal Rules that define its mission, set the minimum and maximum number of directors, outline the principles of the Directors’ Charter, specify the minimum number of meetings to be held, and establish the rules for allocating directors’ compensation. These Internal Rules also set out the criteria for evaluating the Board’s functioning, define the limitations of powers granted to the Chief Executive Officer, and establish the Group’s policy on issuing guarantees.

The Internal Rules are reviewed regularly by the Board of Directors and comply with the AFEP-MEDEF Code. The most recent review took place in June 2025, notably to reflect legislative developments and adjust the limitations of the Chief Executive Officer's powers.

They are available in full on the Group’s website (www.sodexo.com). A summary of their principle components is provided below.

The Directors’ Charter

The main components of the Directors’ Charter are the following:

• each director should be mindful of the Company’s corporate interest, exercise good judgment (particularly of situations, strategies and people), and look to the future in order to identify the risks and strategic challenges that lie ahead. Directors should also maintain their independence, be focused, active and engaged, and act with integrity;
• the Director's Charter does not provide for rules limiting the number of offices held beyond those provided for in the AFEP-MEDEF Code;
• each director must personally own at least 400 Sodexo shares by the end of their first year of office (except for directors representing employees to whom no such requirement applies in accordance with French law);
• to the extent possible, all Sodexo directors should attend Shareholders Meetings;
• any director of Sodexo who obtains undisclosed information during the course of his or her duties is subject to insider trading legislation. In accordance with the European Market Abuse Regulation, the Company may prepare specific insider lists if insider information has been identified and a decision has been made to postpone the publication of the relevant information;
• directors are prohibited from trading in Sodexo securities as follows:
  • during the period commencing 30 calendar days prior to the date of publication of the half-year and annual consolidated financial statements and up to and including the date of publication,
  • during the period commencing 15 calendar days prior to the date of publication of the consolidated financial information for the first and third quarters up to and including the date of publication;
• transactions in the Company’s securities carried out by directors must be disclosed to the French securities regulator (Autorité des marchés financiers – AMF) within three trading days of the transaction date. Directors are required to inform the Group Legal Department of all transactions in Sodexo securities.

Management of conflicts of interest

In accordance with the AFEP-MEDEF Code, the Internal Rules of the Board of Directors require each director to disclose to the Board any situation involving a conflict of interest, including potential conflicts. The director must refrain from participating in discussions and voting on any related matters.

Induction and training of directors

Upon joining the Board of Directors, each director participates in an onboarding program tailored to their needs. Meetings are organized with the Chairwoman and CEO, senior Group executives, and external advisers.