Universal Registration Document Fiscal 2025

REPORT ON THE ACTIVITIES OF THE LEAD DIRECTOR

In 2025, Luc Messier oversaw the internal assessment of the work of the Board of Directors, its Committees, and their respective chairs, as well as his own assessment as Lead Director (see below— valuation of the Board and its Committees' operating procedures).

Prior to each Board of Directors' meeting, he was consulted on the agenda during regular discussions with the Chairwoman and CEO.

Luc Messier is a member of the Audit Committee, the Nominating Committee, and the Sustainability Committee. He also participated in the meetings of the Compensation Committee, the only Committee of which he is not a member.

He organized three executive sessions following Board of Directors' meetings, as well as a fourth at the end of the strategy seminar held in the United States, in order to discuss matters without the presence of management and directors representing employees. Some of these sessions were held exclusively between independent directors.

Luc Messier was consulted on the development of the director training plan covering governance, sustainability and cybersecurity topics (see above—Induction and training of directors), including two training sessions on sustainability matters.

He also monitored the actions taken following the assessment of the Board of Directors and Committees carried out in 2023 and 2024. As part of this process, and in line with the expectations expressed by directors during the Board assessment process, the Lead Director, together with the Chairwoman and CEO, once again supervised the organization of the Board strategy seminar (see above—Induction and training of directors).

He chaired Board meetings when the Chairwoman and CEO was unable to do so for governance reasons.

He maintained a dialogue between the directors and transmitted to the Chairwoman and CEO any requests or questions arising from these discussions.

In line with his role as spokesperson to investors and shareholders on governance matters, Luc Messier took part in the governance roadshow organized by the Company in September 2024, where he met with key investors and shareholders and answered their questions regarding the Group’s governance.

In accordance with the Board's Internal Rules, Luc Messier presented a report to the Board of Directors on his activities as Lead Director in Fiscal 2025. During the annual assessment process, directors were invited to assess the quality and content of his work and contributions. They expressed their full satisfaction.

ASSESSMENT OF THE BOARD AND ITS COMMITTEES' OPERATING PROCEDURES

At least once a year, the Board of Directors devotes an agenda item to the assessment of its operating procedures. Every three years, this assessment takes the form of a formal external assessment.

The last external assessment was conducted in 2023 by a specialized external firm. It was based on a questionnaire and individual interviews with all directors. The methodology used included a comparison of Sodexo's practices with those of comparable companies, particularly in terms of governance.

This assessment also covered each director’s individual participation.

The results of this external assessment were presented to the Board of Directors in Fiscal 2024. In addition to the overall summary, each director received individual, confidential and personalized feedback on their effective contribution to the work of the Board.

The assessment carried out in 2023 revealed that the Board of Directors operates in a highly satisfactory manner, particularly with regard to:

• its balanced and relevant composition;
• the availability of high-quality, consistent information;
• the continuous improvement of its operating procedures and the actions implemented following previous assessments;
• the satisfactory distribution of Committee and Board of Directors' agendas.

The following areas were identified to enhance the effectiveness of the Board of Directors' operating procedures, in particular through:

• the organization of an annual strategy seminar to discuss the overall strategic vision, medium- and long-term outlook, and competitive positioning;
• the in-depth examination of certain topics related to risk management, digital technology, customer vision, and talent management, by regularly requesting feedback from members of the Sodexo Leadership Team;
• continuing work on succession plans and improving the flow of information between the Board of Directors and the Committees on the Committees' work;
• strengthening the integration of sustainability matters.