Universal Registration Document Fiscal 2025

TABLE 3, BASED ON THE AFEP-MEDEF CODE TEMPLATE AND AMF RECOMMENDATION 2021-02

		FISCAL 2025		FISCAL 2024
DIRECTORS (in euros)		AMOUNT AWARDED	AMOUNT PAID	AMOUNT AWARDED	AMOUNT PAID
Sophie Bellon⁽¹⁾	Directors’ compensation	N/A	N/A	N/A	N/A
Sophie Bellon⁽¹⁾	Other compensation	3,175,679	1,586,319	3,537,859	2,077,486
François-Xavier Bellon⁽²⁾	Directors’ compensation	122,000	122,000	108,262	108,262
François-Xavier Bellon⁽²⁾	Bellon SA compensation	516,689	450,020	450,020	450,020
Nathalie Bellon-Szabo⁽³⁾	Directors’ compensation	87,500	87,500	72,500	72,500
Nathalie Bellon-Szabo⁽³⁾	Other compensation	1,662,268	1,059,503	1,688,054	1,104,244
Olivier Marchand⁽⁴⁾⁽⁶⁾	Directors’ compensation	40,597	40,597	—	—
Philippe Besson⁽⁵⁾⁽⁶⁾	Directors’ compensation	30,193	30,193	75,500	75,500
Jean-Baptiste Chasseloup de Chatillon	Directors’ compensation	121,500	121,500	110,762	110,762
Federico J. González Tejera	Directors’ compensation	72,500	72,500	72,500	72,500
Véronique Laury	Directors’ compensation	114,500	114,500	77,000	77,000
Cathy Martin⁽⁶⁾	Directors’ compensation	92,000	92,000	77,000	77,000
Luc Messier	Directors’ compensation	152,000	152,000	137,000	137,000
Gilles Pélisson	Directors’ compensation	107,000	107,000	61,454	61,454
Patrice de Talhouët⁽⁷⁾	Directors’ compensation	66,500	66,500	51,500	51,500
Patrice de Talhouët⁽⁷⁾	Bellon SA compensation	749,117	749,117	641,815	641,815
Cécile Tandeau de Marsac	Directors’ compensation	134,000	134,000	125,516	125,516
Françoise Brougher⁽⁸⁾	Directors’ compensation	—	—	42,268	42,268

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Sophie Bellon, as Chairwoman and CEO of the Sodexo Group, received the compensation described in Section 7.3.2.1 of this chapter. She also received other compensation during the year in respect of her position as a member of the Management Board of Bellon SA (236,689 euros for Fiscal 2025 and 210,020 euros for Fiscal 2024).
François-Xavier Bellon received other compensation during the year in respect of his position as Chairman of the Management Board of Bellon SA (516,689 euros for Fiscal 2025 and 450,020 euros for Fiscal 2024).
Nathalie Bellon-Szabo received other compensation during the year in respect of her position as a member of the Management Board of Bellon SA (236,667 euros for Fiscal 2025 and 210,000 euros for Fiscal 2024), as well as for her role as Chief Executive Officer of Sodexo Live! (for Fiscal 2025: 822,836 euros and a performance share grant valued at 602,765 euros at the grant date; and respectively 894,244 euros and 699,941 euros for Fiscal 2024).
Olivier Marchand was appointed as a new employee representative director on December 17, 2024. Part of the compensation due to him in respect of his role as an employee representative director is paid to the trade union that nominated him: 12,857 euros paid to Olivier Marchand and 27,740 euros to his trade union.
Philippe Besson stepped down at the close of the Shareholders Meeting held on December 17, 2024, having exercised his retirement rights. The compensation due to him in respect of his mandate as employee representative director was partially paid to the trade union that nominated him: 6,429 euros paid to Philippe Besson and 23,764 euros to his trade union.
Olivier Marchand, Philippe Besson, and Cathy Martin are/were employee representative directors. The compensation they receive under their employment contracts is not disclosed for confidentiality reasons.
Patrice de Talhouët received other compensation during the fiscal year in respect of his position as Chief Executive Officer of Bellon SA (749,117 euros for Fiscal 2025 and 641,815 euros for Fiscal 2025).
Françoise Brougher’s term of office expired on December 15, 2023.

7.3.3 Compensation policy for the Sodexo Leadership Team

The compensation policy applicable to members of the Sodexo Leadership Team is reviewed annually by the Compensation Committee and the Board of Directors. It is aligned with that of the Chief Executive Officer.

The compensation of Sodexo Leadership Team members is structured as follows:

a fixed salary;
annual variable compensation:
- the annual variable compensation represents between 50% and 95% of the fixed salary, depending on the person concerned;
- it is calculated and paid after the close of the fiscal year to which it applies and following the approval of the financial statements by the Board of Directors;
a long-term incentive plan, consisting of restricted share grants subject to continued presence and performance conditions.

The applicable performance criteria are equivalent to those set for the Chief Executive Officer and are detailed in the compensation policy presented in section 7.3.1.3. of this document.

In addition to the above compensation, Sodexo Leadership Team members may receive benefits in kind (primarily a company car and a travel allowance), as well as contributions to defined contribution or, where applicable, defined benefit pension plans.

The total compensation paid by the Group during Fiscal 2025 to members of the Sodexo Leadership Team in office as of August 31, 2025 (including the Chairwoman and Chief Executive Officer, whose compensation components are set out in section 7.3.2.1 of this document) amounted to 13,109,398 euros.

This amount includes:

a fixed portion of 7,463,641 euros;
a variable portion of 5,645,757 euros, corresponding to the variable compensation paid during Fiscal 2025.