Interest of the management support and services agreement for Sodexo and its shareholders
It should be noted that:
- the presence of long-term family shareholding in the Company, within Bellon SA, guarantees its independence, respect for its founding values, and long-term strategy. This model enables Sodexo to seize development opportunities and focus on its objective of profitable and sustainable growth, without yielding to short-term pressures;
- the agreement helps ensure that the values, culture, and ambitions of Pierre Bellon are shared throughout the Group. From the outset, he envisioned Sodexo as a community of its clients, consumers, employees, and shareholders. This vision, innovative at the time, remains one of the foundations of the Group’s development and ensures a business model that creates value for all stakeholders. Through the three seconded managers, Bellon SA ensures that these values remain at the heart of Sodexo’s strategy;
- the Board of Directors ensures that the interests and rights of all shareholders are effectively protected, through various governance mechanisms, including:
- a high rate of independent directors on the Board (60%, excluding directors representing employees), well above the AFEP-MEDEF Code recommendation for a controlled company (30%),
- Specialized Committees chaired by and mostly comprising independent directors,
- the appointment of a Lead Independent Director,
- limitations on the powers of the Chairwoman and CEO,
- strict application by Sodexo of all AFEP-MEDEF Code recommendations, without exception,
- the provisions of the Board of Director' Internal Rules and rigorous application of the conflict-of-interest management policy, and
- the annual review by the Audit Committee (chaired and composed of 75% independent directors) of the amount invoiced under the agreement and its evolution;
- each of the three seconded managers has in-depth knowledge of the Group and significant experience in similar functions; and
- the agreement does not generate any additional cost for Sodexo and is financially neutral.
At its meeting on October 22, 2025, the Board of Directors confirmed that this agreement is in the interest of all Sodexo shareholders and stakeholders.
The Statutory Auditors’ Special Report on related-party agreements is provided in section 5.4.2 of this Universal Registration Document.
