On October 8, 2025, the Board of Directors, on the recommendation of the Nominating Committee, decided to change Sodexo's governance structure effective November 10, 2025, with the appointment of Thierry Delaporte as Chief Executive Officer of the Group. In this context, the role of Chair of the Board of Directors will be dissociated from that of Chief Executive Officer. Effective November 10, 2025, Sophie Bellon will serve as non-executive Chair of the Board of Directors for the duration of her term as director.
In light of this new split governance structure, the Board of Directors, on the recommendation of the Compensation Committee, has established new compensation policies for the Chairwoman of the Board of Directors and the Chief Executive Officer. These policies have been established in line with the Group's practices, taking into account the experience and role of the executives concerned and market practices.
Therefore and in accordance with article L.22-10-8 II of the French Commercial Code, shareholders are invited by the Board of Directors, based on the recommendation of the Compensation Committee, to approve the following compensation policies:
It is specified that these remuneration policies are submitted by the Board of Directors upon recommendation of the Compensation Committee and are reproduced in full in the Board of Directors’ corporate governance report, in section 7.3.1 of the 2025 Universal Registration Document.
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the Chairwoman and CEO for the period from September 1, 2025 to November 9, 2025 (included), as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of the French Commercial Code and set out in section 7.3.1.3.2 of this Fiscal 2025 Universal Registration Document.
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the Chairwoman of the Board of Directors as from November 10, 2025, as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of the French Commercial Code and set out in section 7.3.1.3.3 of this Fiscal 2025 Universal Registration Document.
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the Chief Executive Officer as from November 10, 2025, as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of the French Commercial Code and set out in section 7.3.1.3.1 of this Fiscal 2025 Universal Registration Document.
