The Board of Directors is currently composed of twelve members, including two directors representing employees, six independent directors and five women (including one female director representing employees).
The terms of office of Véronique Laury, Luc Messier, Patrice de Talhouët and Cécile Tandeau de Marsac expire at the end of the Combined Shareholders Meeting of December 16, 2025.
Véronique Laury and Cécile Tandeau de Marsac have chosen not to seek renewal of their terms. Sophie Bellon, on her own behalf and on behalf of the Board of Directors and all the shareholders, thanks them for their contribution to the work of the Board and the Committees they chaired or on which they served as members.
Furthermore, in order to ensure both the continuity of the Pierre Bellon family's commitment to the Group and that of the work of the Board of Directors, it is proposed that Bellon SA, represented by Patrice de Talhouët, be appointed as a director of Sodexo, succeeding Patrice de Talhouët, whose term of office as an individual non-independent director is expiring and will not be renewed.
It is therefore proposed to appoint Bellon SA, represented by Patrice de Talhouët, Geneviève Bich and Françoise Colpron, as new directors and to renew the term of office of Luc Messier. A detailed biography of Luc Messier is included in Section 7.1.4.1 and for the new directors, in section 7.1.4.2 of this Fiscal 2025 Universal Registration Document.
At the end of the December 16, 2025 Shareholders Meeting, if these resolutions are adopted, the Board of Directors would remain composed of twelve members, including six independent directors and five women (including one female director representing employees).
The purpose of the fourth resolution is to appoint Bellon SA as a director for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2028.
Bellon SA is the controlling shareholder of Sodexo and the Group's animating holding company. Bellon SA would then be represented on the Board of Directors by Patrice de Talhouët, its Chief Executive Officer. He would continue to bring his financial expertise, his experience as a leader of international companies, and his extensive knowledge of both family-owned groups and the solidarity-based and inclusive economy to the Board. His attendance rate for the 2025 financial year on the Board of Directors and the Sustainability Committee was 100%.
If the appointment of Bellon SA is approved at the Combined Shareholders Meeting of December 16, 2025, Bellon SA, represented by Patrice de Talhouët, will serve on the Audit Committee and on the Sustainability Committee.
The purpose of the fifth resolution is to appoint Geneviève Bich as a director for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2028.
Geneviève Bich will serve as an independent Director on Sodexo’s Board of Directors. She will bring to the Board her experience in human resources, labor relations, and organizational transformation, gained while serving in senior management positions at major North American corporations.
If the appointment of Geneviève Bich is approved at the Combined Shareholders Meeting of December 16, 2025, she will chair the Remuneration Committee and serve on the Nominating Committee.
The purpose of the sixth resolution is to appoint Françoise Colpron as a director for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2028.
Françoise Colpron will serve as an independent Director on Sodexo’s Board of Directors. She will bring to the Board her extensive experience in international general management and recognized expertise in operational performance and the execution of major strategic transformations, acquired in complex industrial environments shaped by rapid change and large-scale management challenges.
If the appointment of Françoise Colpron is approved at the Combined Shareholders Meeting of December 16, 2025, she will serve on the Audit Committee.
The purpose of the seventh resolution is to reappoint Luc Messier as a director for a three-year term expiring at the close of the Annual Shareholders Meeting called to approve the financial statements for Fiscal 2028.
An independent director of Sodexo since January 21, 2020, Luc Messier brings international experience, notably in the energy sector, where he held senior executive roles in several French and American multinationals. He currently holds a senior executive position in a startup specializing in carbon recycling. Having lived and worked in Canada, Asia, Africa, Europe, and the United States, where he currently resides, Luc Messier has deep insight into global challenges. From March 1, 2022, to November 10, 2025 he has served as Lead Director, actively contributing to Sodexo’s governance.
His attendance for Fiscal 2025 was 100% for meetings of the Board of Directors and 100% for meetings of the Audit Committee, the Nominating Committee and the Sustainability Committee.
If the reappointment of Luc Messier is approved at the Combined Shareholders Meeting of December 16, 2025, he will chair the Sustainability Committee and will continue to serve as a member of the Nominating Committee and of the Audit Committee.
