In the event that the term of office is terminated in its first year, the amount of the indemnity would be calculated pro rata temporis, on the basis of a maximum amount equivalent to six months of total gross compensation (fixed and target annual variable), subject to performance conditions linked to Sodexo’s financial and operational results, which would be assessed by the Board of Directors based on the period considered.
In the event that the term of office is terminated in its second year, the amount of the indemnity would be calculated pro rata temporis on the basis of a maximum amount equivalent to 12 months of total gross compensation (fixed and actual annual variable compensation paid) for the previous fiscal year, subject to achieving at least 80% of the annual performance objectives applicable to his annual variable compensation for the previous fiscal year.
Under no circumstances may the total maximum amount of indemnities payable to the Chief Executive Officer in respect of the non-compete agreement and/or the termination indemnity exceed 24 months of his annual fixed and variable compensation. The amount of the severance payment is then reduced by any sum received in respect of the compensation for the non-compete undertaking, so that the combined total of these two payments may under non circumstances exceed two years of fixed and variable remuneration.
In accordance with the recommendations of the AFEP-MEDEF Code, in the event of termination of the Chief Executive Officer's term of office, he would be subject to a non-compete obligation for a period of 24 months, restricting his ability to hold employee or corporate officer positions, or to carry out consulting work, directly or through an intermediary legal entity, for any of Sodexo's competitors.
As consideration for these restrictions, an indemnity would be paid in installments, with the total amount payable capped at 24 months of his fixed and variable compensation awarded for the fiscal year preceding the termination.
Under no circumstances may the total amount of indemnities payable to the Chief Executive Officer in respect of the non-compete agreement and/or the termination indemnity exceed 24 months of his annual fixed and variable compensation.
The Board of Directors may waive the Company's right to enforce this non-compete agreement when the Chief Executive Officer leaves the Group.
The non-compete indemnity would not be paid if the Chief Executive Officer leaves for retirement, and in any case beyond the age of 65.
Rights to performance shares that are in their vesting period are forfeited if the beneficiary leaves the Company.
Only in the event of retirement may rights to performance shares granted under the Group’s long-term incentive plans be retained in full, in accordance with the conditions applicable to all plan beneficiaries.
Furthermore, as provided for by the AFEP-MEDEF Code and the plan rules applicable to all beneficiaries of the Group’s performance share plans, the Board of Directors, on the recommendation of the Compensation Committee, may decide, in the event of a forced departure from the Company and in exceptional circumstances, to authorize the Chief Executive Officer to maintain his rights to shares. In such a case, the number of shares that vest would necessarily be adjusted on a pro rata basis to reflect the time actually spent by the Chief Executive Officer within the Group during the vesting period. In all circumstances, there would be no acceleration of the vesting period, and the performance conditions would continue to apply.
In the event of a governance change or the appointment of a new Chief Executive Officer during the fiscal year, the compensation principles and structure set out in the compensation policy approved by the Annual Shareholders Meeting will apply to the new Chief Executive Officer for the current fiscal year.
If one or more Deputy Chief Executive Officers are appointed, the principles and criteria for determining, allocating, and awarding the compensation components provided for in the Chief Executive Officer's compensation policy would also apply to them. The Board of Directors, on the recommendation of the Compensation Committee, would determine the level and structure of compensation, by adjusting them to the specific situation of the person(s) concerned.
If the Chief Executive Officer or a Deputy Chief Executive Officer were to become a member of the Company's Board of Directors, they would not receive any directors' compensation.
Pursuant to the recommendations of the AFEP-MEDEF Code, if a new Chief Executive Officer would be recruited from outside the Group, the Board of Directors could decide to grant him an indemnity (in cash and/or shares) in order to compensate for any loss of previous compensation or benefits (excluding pension benefits).
This indemnity would be tailored so as to reflect the type, risk profile and the vesting horizon of the lost benefits.
In accordance with article L.22-10-8 of the French Commercial Code, the payment or implementation of any such compensation would be subject to shareholder approval.
It is noted that Thierry Delaporte does not receive any compensation for taking up his position.
The Board of Directors may grant exceptional temporary benefits to enable a new Chief Executive Officer to relocate to the place where his duties will be performed.
At its meeting on October 8, 2025, on the recommendation of the Compensation Committee, the Board of Directors decided to maintain the Fiscal 2025 compensation policy applicable to the Chairwoman and Chief Executive Officer.
The Board of Directors, on the recommendation of the Compensation Committee, decided to maintain Sophie Bellon’s annual fixed compensation at 900,000 euros for Fiscal 2026.
This fixed compensation will be paid on a pro rata basis for the duration of her duties as Chairwoman and Chief Executive Officer during the fiscal year.
Sophie Bellon's annual variable compensation was kept at 120% of her fixed compensation if her objectives are achieved and up to 170% if her objectives are exceeded.
Her annual variable compensation was determined based on the same structure, criteria, and objectives as those defined by the Board of Directors for the new Chief Executive Officer, Thierry Delaporte (see section 7.3.1.3).
