Universal Registration Document Fiscal 2025

Compensation

During Fiscal 2025, the Board of Directors:

• reviewed and set the compensation of the Chairwoman and CEO;
• reviewed the compensation of Board members and the Lead Director;
• defined the compensation policy for the Executive Corporate Officer and for directors, to be submitted to the Annual Shareholders Meeting;
• reviewed gender pay equity within the Group;
• approved the restricted share and performance share allocation plan;
• acknowledged the achievement rates of the performance conditions for the 2022 performance share plan;
• reviewed the work and, where applicable, the recommendations of the Compensation Committee.

When reviewing the Compensation Committee’s report on the Chairwoman and CEO’s compensation, the Board of Directors deliberates in her absence, under the chairmanship of the Lead Director.

Financial statements and financial management

During Fiscal 2025, the Board of Directors:

• reviewed and approved the Company and consolidated financial statements for the fiscal year;
• decided on the appropriation of net income;
• reviewed the Group’s budget for the fiscal year;
• analyzed the share price performance and feedback from investors and analysts;
• renewed on a regular basis the delegation of authority granted to the Chairwoman and CEO to issue guarantees within a defined threshold;
• approved the share buyback program;
• reviewed and approved the consolidated financial statements for the first half of the fiscal year, along with the half-year financial report;
• reviewed year-end trends;
• reviewed the main risks and notably risks maps;
• approved the forward-looking management documents;
• reviewed the Statutory Auditors’ reports and, more broadly, examined the work and, where applicable, approved the recommendations of the Audit Committee.

Group business and strategy

During Fiscal 2025, the Board of Directors:

• reviewed the execution of the Group’s strategy, competitive situation, growth trends, and the situation across all regions;
• examined the Shared Services Centers;
• analyzed the situation in the UK & Ireland region;
• regularly monitored the implementation of CSRD reporting;
• reviewed the Group’s growth strategy;
• examined capital expenditure;
• analyzed the supply chain and Entegra’s activities;
• reviewed the external growth strategy and authorized M&A transactions;
• reviewed the IT and Digital roadmap;
• examined the Group’s multi-year strategic roadmap for sustainability;
• regularly reviewed strategic opportunities, particularly in terms of acquisitions and divestments.

Each year, a full day is dedicated to strategic presentations by operational and functional teams, in addition to the plans regularly presented during other Board meetings. This annual session provides a valuable opportunity for dialogue between directors and the Sodexo Leadership Team. In 2025, it took the form of a strategy seminar held in the United States.

AUDIT COMMITTEE