Universal Registration Document Fiscal 2025

The Audit Committee is responsible for ensuring that the Group's accounting policies are appropriate and consistently applied by the Company. It monitors the effectiveness of procedures used for preparing and processing accounting, financial, and sustainability information, and may issue recommendations to ensure their integrity.

It reviews the Company’s fraud detection procedures and whistleblowing system. In particular, it ensures that a process is in place for handling concerns —whether anonymous or not— submitted by employees or third parties regarding potential irregularities in accounting, internal control, or other areas.

The Committee issues observations and recommendations to executive management on risk management, particularly regarding the structure, scope, and organization of the risk management framework. It periodically reviews executive management’s report on risks, including—where relevant, in coordination with the Sustainability Committee—sustainability-related impacts, risks, and opportunities (IROs), as well as associated prevention principles. It monitors the implementation and effectiveness of internal control procedures, regularly reviews Internal Audit reports, and is kept informed of the Internal Audit plan. Together with the Sustainability Committee, it reviews the double materiality assessment and may issue recommendations to ensure its integrity.

Each year, the Committee reviews the fees paid to the Company’s Statutory Auditors and those of all Group subsidiaries, assesses their independence, and pre-approves certain non-audit services. Where applicable, it oversees the process for appointing or renewing the Statutory Auditors responsible for certifying the financial statements and the independent third party organization(s) (“ITO(s)”) responsible for reviewing sustainability-related information.

The Committee also issues recommendations to the Board regarding the regular assessment of the terms and conditions for entering into ordinary and related-party agreements within the Group. As part of this work, it annually reviews the invoicing under the management and services agreement between Sodexo and Bellon SA (see section 7.2.2 of this Universal Registration Document), as well as any changes thereto.

Lastly, the Committee reviews requests for guarantees, sureties, and endorsements that fall within the scope of the Board of Directors and issues recommendations.

To carry out its duties, the Committee is assisted by external auditors, the Chief Executive Officer, the Group Chief Financial Officer, the Group Head of Internal Audit, and the Head of Internal Control, who present their work to the Committee and answer any questions it may have. The Committee may also consult external experts and request to hear from any employee of the Company, in the absence of executive management. Each year, it holds a meeting with the Company’s Statutory Auditors without executive management being present.

During Fiscal 2025, the Audit Committee met six times, with an attendance rate of 96%.

In addition to the above-mentioned duties, the Committee also:

• reviewed the internal control process;
• reviewed the risk map (including social and environmental risks) the audit plan and monitored audit engagements;
• reviewed the presentation of off-balance sheet commitments;
• examined the 2025 audit plan;
• reviewed the Audit Committee charter;
• monitored the Group’s cash position and financing;
• monitored guarantees issued by the Company and the delegations granted to the Chairwoman and CEO by the Board of Directors in this respect, and more broadly, the Group’s off-balance sheet commitments;
• reviewed non-audit services provided by the Statutory Auditors;
• reviewed the amount paid by the Company to Bellon SA under the management and services agreement;
• reviewed main legal disputes;
• examined the Group’s financing arrangements, including the renewal of the syndicated credit facility;
• reviewed presentations on sustainability-related reporting obligations and several progress updates on the implementation of the CSRD, particularly regarding the timeline, double materiality, appointment of auditors responsible for certifying sustainability information, preparation of the engagement and baseline assumptions, and the CSRD audit plan;
• examined the rotation of Statutory Auditors responsible for certifying the financial statements;
• reviewed client retention;
• received an update on the ERP program;
• reviewed tax matters;
• reviewed the integration processes for acquisitions made over the past ten years;
• examined competitor benchmark.

The Audit Committee also reviewed the annual financial statements for Fiscal 2024 and the interim consolidated financial statements for the first half of Fiscal 2025. It examined the sections of the Universal Registration Document relating to risk management and internal control procedures, as well as the content of the Half-Year Financial Report. It also reviewed draft financial press releases prior to their submission to the Board of Directors.

Part of the meetings dedicated to reviewing the Group's annual and half-year results took place with the Statutory Auditors and without management.

In addition to formal Committee meetings, the Chairman of the Audit Committee met during the year with the Chairwoman and CEO, the Group Head of Internal Audit, the Group Chief Financial Officer, and the Statutory Auditors.

NOMINATING COMMITTEE