Combined Annual Shareholders Meeting January 23 2018 AGENDA

Combined Annual Shareholders Meeting January 23, 2018

AGENDA 1. Constitution of the Bureau 2. Message from Sophie Bellon, Chairwoman of the Board 3. Message from Michel Landel, Chief Executive Officer 4. Overview of the Fiscal 2017 results by Marc Rolland, Chief Financial Officer 5. Overview of Sodexo’s Governance 6. Work of the Compensation Committee by Cécile Tandeau de Marsac, Director 7. Introducing Denis Machuel, Deputy CEO and Chief Executive Officer as of today 8. Auditors’ Reports 9. Questions & Answers 10. Vote on the resolutions 2 Combined Annual Shareholders' Meeting - January 23, 2018

CONSTITUTION OF THE BUREAU § Constitution of the Bureau § Attendance sheet 3 Combined Annual Shareholders' Meeting - January 23, 2018 1

MEMBERS OF THE BUREAU 4 § Ms. Sophie BELLON Chairwoman of the Board of Directors Chairwoman of the Meeting § Mr. François-Xavier BELLON Representing Bellon SA Scrutineer § Mr. Jacques LAFAŸSSE Representing the FCP of Sodexo Group Employees Scrutineer § Ms. Cindy SVERRISSON Corporate Secretary of Sodexo Secretary of the Meeting Combined Annual Shareholders' Meeting - January 23, 2018

ALSO PRESENT WITH US TODAY § Mr. Michel LANDEL Chief Executive Officer § Mr. Denis MACHUEL Chief Executive Officer effective January 23, 2018 (at the end of the shareholders’ meeting) § Mr. Marc ROLLAND Chief Financial Officer § Mr. Hervé CHOPIN KPMG – Statutory Auditor § Mr. Jean-Christophe GEORGHIOU PWC – Statutory Auditor 5 Combined Annual Shareholders' Meeting - January 23, 2018

MESSAGE FROM THE CHAIRWOMAN OF THE BOARD Sophie Bellon 6 Combined Annual Shareholders' Meeting - January 23, 2018 2

MESSAGE FROM THE CHIEF EXECUTIVE OFFICER Michel Landel 7 Combined Annual Shareholders' Meeting - January 23, 2018 3

OVERVIEW OF FISCAL 2017 RESULTS Marc Rolland Chief Financial Officer 8 Combined Annual Shareholders' Meeting - January 23, 2018 4

KEY MESSAGES ON PERFORMANCE Fiscal 2017 highlights Solid operating performance: Organic growth in Revenues +1. 9% TOTAL GROWTH Operating profit margin 1 increased Net profit growth before non recurring items* +50 BPS +40 BPS +14. 0% TOTAL GROWTH EXCLUDING CURRENCY* Increased Acquisitions/ Participations Adaptation & Simplification Program on track € 306 m spent 2 0. 7% € 150 m savings in FY 2017 € 220 m for FY 2018 gross contribution to revenues +13. 0% EXCLUDING CURRENCY* Basic EPS before non recurring items* +15. 7% TOTAL GROWTH 5. 52€ +14. 7% EXCLUDING CURRENCY* 1 Before exceptional expenses, see Alternative Performance Measures 2 Net acquisitions € 268 m + net financial investments of € 38 m 9 Combined Annual Shareholders' Meeting - January 23, 2018 * Alternative Performance Measures

M&A ACCELERATING 2016 -2017 -2018 Enriching offer Reinforce Technical Expertise 10 Combined Annual Shareholders' Meeting - January 23, 2018 In the US In the UK in Israel In Puerto Rico In the UK In France In Singapore In Finland

M&A ACCELERATING 2016 -2017 Consolidating positions In the US 2017 -2018 In China In Australia In Poland In the US In the UK Strategic move In Belgium 11 Combined Annual Shareholders' Meeting - January 23, 2018

PERFORMANCE IN THE P&L Solid financial performance CHANGE FY 2017 FY 2016 At current exchange rates Excluding currency effect 20, 698 20, 245 +2. 2% +2. 3% Operating profit 1, 326 1, 203 +10. 2% +8. 4% Operating margin 6. 4% 5. 9% +50 bps +40 bps (137) (108) 1, 189 1, 095 (105) (111) Effective tax rate 31. 7% 33. 7% Group net profit Before non recurring items 2 822 721 +14. 0% +13. 0% Group net profit 723 637 +13. 5% +12. 2% € millions Revenues before exceptional expenses 1 before exceptional expenses Exceptional expenses Operating profit Net financial expense 1 Costs of implementation of the Adaptation and Simplification program 2 Net of income taxes: € 99 m of exceptional expenses and early debt reimbursement indemnity in FY 2017, and € 84 m of exceptional expenses and early debt reimbursement indemnity in FY 2016 12 Combined Annual Shareholders' Meeting - January 23, 2018

ORGANIC GROWTH Solid financial performance REVENUE GROWTH +2. 2% Currency effect -0. 1% Scope changes +0. 4% ORGANIC GROWTH +1. 9% of which: 13 On-site Services Benefits and Rewards Services +1. 7% +7. 7% Rugby Impact 53 rd week effect Excluding both, organic growth -0. 6% +0. 7% +1. 6% Combined Annual Shareholders' Meeting - January 23, 2018

STRONG IMPROVEMENT IN OPERATING PROFIT Solid financial performance +50 bps TOTAL GROWTH Operating margin +40 bps EXCLUDING CURRENCY EFFECT 5. 9% 1, 326 Before exceptional expenses 1 € millions 1, 203 Operating profit 6. 4% At current exchange rates +10. 2% +8. 4% TOTAL GROWTH EXCLUDING CURRENCY EFFECT * Before exceptional expenses 1 FY 2016 FY 2017 1 Costs of implementation of the Adaptation and Simplification program (€ 137 m in Fiscal 2017 and € 108 m in FY 2016) 14 Combined Annual Shareholders' Meeting - January 23, 2018 * Alternative Performance Measures

ADAPTATION PROGRAM DELIVERING ON TRACK Solid financial performance OBJECTIVES Success of the program: multitude of cost reduction projects submitted by the teams § Faster alignment of on-site operating expenses § Organizational simplification Generate annual savings for Fiscal 2018 equivalent to about 90% of the exceptional costs (~ € 220 m) § Increased international pooling of resources € millions EXCEPTIONAL IMPLEMENTATION COSTS TOTAL over 18 months Fiscal 2016 SUSTAINABLE CUMULATED ANNUAL SAVINGS Fiscal 2017 Objective for Fiscal 2018 and each year after 15 108 in FY 2016 137 in H 1 2017 (Sept. 2015 -Feb. 2017) Combined Annual Shareholders' Meeting - January 23, 2018 245 32 150 ~220

SEGMENT OVERVIEW - ON-SITE SERVICES Key figures Business & Administrations Health Care & Seniors Education ORGANIC GROWTH +1. 3% +2. 1% Excluding Rugby & 53 rd week +1. 6% +0. 3% Excluding Rugby & 53 rd week +1. 7% TOTAL ON-SITE SERVICES +1. 6% 16 Combined Annual Shareholders' Meeting - January 23, 2018 SHARE OF REVENUES 4. 8% +10 bps 54% 6. 6% +30 bps 25% 6. 6% +30 bps 21% 5. 7% +20 bps Excluding Rugby & 53 rd week +2. 5% +1. 5% OPERATING MARGIN 1 Hors Excluding Rugby & & 53 rd week 1 Before exceptional costs at constant rate * Alternative Performance Measures

BENEFITS & REWARDS SERVICES FISCAL 2017 Key figures REVENUES OPERATING PROFIT € 905 million € 307 million € +16. 0% Total growth +7. 7% Organic growth Europe - Asia - US Latin America 17 Combined Annual Shareholders' Meeting - January 23, 2018 +11. 8% + 3. 2% +16. 7%

EPS LEVERAGE FROM SHARE REPURCHASES Solid financial performance Group net profit Earnings per share before non-recurring items* € 822 m € 700 m € 721 m € 5. 52 € 4. 60 € 508 m Fiscal 2014 18 +14. 0% Fiscal 2015 Fiscal 2016 Combined Annual Shareholders' Meeting - January 23, 2018 Fiscal 2017 € 4. 77 € 3. 34 +15. 7% +17. 4% +20. 0% +61. 8% +65. 3% Fiscal 2014 Fiscal 2015 Fiscal 2016 Fiscal 2017 * Alternative Performance Measures

RETURN TO CASH CONVERSION OF OVER 100% Cash conversion (Free cash flow/net profit) 123% 98% FY 2014 19 Combined Annual Shareholders' Meeting - January 23, 2018 FY 2015 93% FY 2016 FY 2017

STRONG CASH FLOW AND ROBUST BALANCE SHEET Solid financial performance Free cash flow* Net debt* Gearing* € 887 M € 611 M 17% Proposed dividend € 2. 75 Pay-out ratio 1 ~50% Total dividend 1 +14. 6% € 417 M 1 Pay-out ratio: dividend / EPS before non-recurring elements* = 50 % ; dividend / published EPS = 57 % 20 Combined Annual Shareholders' Meeting - January 23, 2018 * Alternative Performance Measures

REGULAR PAY-OUT AND DIVIDEND INCREASE Pay-out ratio (%) 56% 57% 50% 54% 50% 48% As published Before non-recurring* items 2, 75 € 1 Dividend per share (€) 2. 40 € 2. 20 € 1. 80 € +53% in 3 years FY 2014 FY 2015 FY 2016 FY 2017 1 To be proposed at the AGM on January 23, 2018 21 Combined Annual Shareholders' Meeting - January 23, 2018 * Alternative Performance Measures

SHARE PRICE PERFORMANCE Shareholders and Stock market performance Since initial listing in 1983 Share price multiplied by 63* * As at August 31, 2017 More than 4. 6 times the growth of the CAC 40 22 Combined Annual Shareholders' Meeting - January 23, 2018

SHARE PRICE PERFORMANCE Shareholders and stock market performance EVOLUTION OF THE SHARE PRICE OVER LAST 5 YEARS +55. 9% Sodexo +49. 0% CAC 40 § Over the last five fiscal years, Sodexo’s share price is up a + 55. 9% whereas the CAC 40 increased by + 49. 0% in the same period. § During the last fiscal year, Sodexo’s share price has decreased by – 5. 6 % while the CAC 40 is up +14. 6 %. 23 Combined Annual Shareholders' Meeting - January 23, 2018

BREAKDOWN OF THE CAPITAL AND VOTING RIGHTS Shareholders and stock market performance SHAREHOLDERS AS AT 31/08/2017 37. 7% non-French institutional shareholders VOTING RIGHTS 40. 4% Bellon SA 55. 8% Bellon SA 43. 1% Public 57. 0% Public 15. 0% French institutional shareholders 24 Combined Annual Shareholders' Meeting - January 23, 2018 1. 1% Employees 1. 5% Treasury shares 4. 3% Individual shareholders 1. 1% Employees

FISCAL 2018 OBJECTIVES Outlook § France turning positive but soft environment in Northern Europe § Improvement in Energy & Resources In Fiscal 2017 § Disappointing growth in revenues and continuous strong growth in developing economies Organic revenue growth of between 2 and 4% excluding 53 rd week impact § North America impacted by lack of growth in Education and Health Care § Solid increase in margins § Strong cash flow § Further substantial cost savings this year as part of the Adaptation and Simplification program § Significant investment to enhance growth 25 Combined Annual Shareholders' Meeting - January 23, 2018 Underlying operating profit margin maintained at 6. 5% (excluding currency effects) * Please refer to Appendix 8 for Alternative Performance Measures definitions

MEDIUM-TERM OBJECTIVES Outlook Confident in the future with, § Significant further outsourcing potential in all regions and segments § Strong potential of our new segment organization § Increased M&A activity The Group confirms its medium-term objectives: 26 average annual growth in revenue between 4% and 7% average annual growth in underlying operating profit between 8% and 10% (excluding currency effect) Combined Annual Shareholders' Meeting - January 23, 2018

GOVERNANCE OVERVIEW Presentation 27 Combined Annual Shareholders' Meeting - January 23, 2018 5

WORK OF THE COMPENSATION COMMITTEE Cécile Tandeau de Marsac Director and Chairwoman of the Compensation Committee 28 Combined Annual Shareholders' Meeting - January 23, 2018 6

COMPENSATION POLICY General principles 29 Compliance with the recommendations of the Afep-Medef Code Competitiveness both with the French market (CAC-40) and with the main competitors Good balance § between fixed and variable components § between financial and non-financial objectives § between short- and long-term motivation Alignment of interests of employees, shareholders and other stakeholders Performance Rigorous performance conditions, for sustained profitable growth, aligned with published objectives Transparency Clear, straightforward and widely communicated Combined Annual Shareholders' Meeting - January 23, 2018

COMPENSATION POLICY Chairwoman of the Board of Directors Components § annual fixed compensation § company car § collective health and benefits plans Does not include any § variable compensation (annual, short-term or multi-year) § long-term incentive compensation § director fees for attending Board or Committee meetings § benefit in case of termination of her corporate office Proposed compensation 30 Combined Annual Shareholders' Meeting - January 23, 2018 § 675 000 euro per year Applicable for the entire three-year term of office

COMPENSATION POLICY Chief Executive Officer § Annual fixed compensation § Annual variable compensation § Long-term incentive compensation Components § Benefit if Corporate Office is terminated § Non-compete agreement § Supplemental retirement plan § Company car § Collective health and benefit plans § Unemployment insurance 31 Combined Annual Shareholders' Meeting - January 23, 2018 Maximum of 24 months of fixed compensation

COMPENSATION POLICY CHIEF EXECUTIVE OFFICER FISCAL 2018 Annual fixed compensation Michel Landel Base salary of 933 400 euro calculated pro rata for the period from September 1, 2017 to January 23, 2018 Denis Machuel Base salary of 900 000 euro calculated pro rata for the period from January 24, 2018 to August 31, 2018 Both approved by the Board today, January 23, 2018 32 Combined Annual Shareholders' Meeting - January 23, 2018

COMPENSATION POLICY CHIEF EXECUTIVE OFFICER Annual variable compensation (bonus) 70% financial objectives (Revenues, Operating Income, Group Net Income, Free cash flow) 30% non-financial objectives (Health and Safety, Employee engagement, individual objectives) Fiscal 2018 § 100% of the bonus when the objectives are achieved § 150% of the bonus when the objectives are exceeded § 200% of the bonus when all of the objectives are achieved an even higher level of operating income is achieved Cap 33 Combined Annual Shareholders' Meeting - January 23, 2018 § 200% of fixed compensation

COMPENSATION POLICY CHIEF EXECUTIVE OFFICER (DENIS MACHUEL) Long term compensation Exclusively performance shares Continued presence and performance conditions four-year period Performance conditions directly related to the Group’s strategic priorities for April 2018 plan: Cap § 150% of total annual compensation (fixed and variable at objectives achieved level) and § Financial performance: for 50% of the shares § Stock market performance: for 30% of the shares § Corporate responsibility: for 20% of the shares § 5% of all of the free shares granted during the fiscal year 34 Combined Annual Shareholders' Meeting - January 23, 2018

COMPENSATION OF SOPHIE BELLON Fiscal 2017 Sophie Bellon € 551, 829 Chairwoman of the Board of Directors § Fixed compensation paid by Sodexo § Company car 35 Combined Annual Shareholders' Meeting - January 23, 2018 € 550, 000 € 1, 829

COMPENSATION OF MICHEL LANDEL Fiscal 2017 Michel Landel € 2, 025, 434 Chief Executive Officer of which: § Fixed compensation § Variable compensation* § Company car * Includes the Fiscal 2017 bonus (to be paid in Fiscal 2018) and travel allowances. 36 Combined Annual Shareholders' Meeting - January 23, 2018 € 933, 400 € 1, 090, 118 € 1, 916

PERFORMANCE SHARES GRANTED TO MICHEL LANDEL ON APRIL 20, 2017 Number of shares Accounting fair value (IFRS) 100 % of the grant is subject to performance conditions: § For 50 % of the shares, growth in operating profit of 8% to 10% pa over a four-year period § For 50 % of the shares, outperformance of a stock market index 37 Combined Annual Shareholders' Meeting - January 23, 2018 44, 000 € 3, 258, 860

NON-COMPETE AGREEMENT: MICHEL LANDEL Non-compete agreement: § Between Sodexo and Michel Landel and subject to the approval of the shareholders today § Approved by the board on November 14, 2017 § 24 -month term § Compensated by 24 months of fixed salary 38 Combined Annual Shareholders' Meeting - January 23, 2018

INTRODUCING DENIS MACHUEL 39 Combined Annual Shareholders' Meeting - January 23, 2018 7

AUDITORS’ REPORTS § KPMG M. H. CHOPIN § PWC M. JC. GEORGHIOU 40 Combined Annual Shareholders' Meeting - January 23, 2018 8

REPORTS ON THE CONSOLIDATED AND INDIVIDUAL COMPANY FINANCIAL STATEMENTS Pages 186 -191 & 222 -225 of the RD Unqualified opinion Purpose of our assignment: obtain reasonable assurance that the financial statements: § Are free of material misstatement § Comply with the applicable accounting standards, and § Give a true and fair view of the assets and liabilities and of the financial position of the Group at August 31, 2017 and of the results of the Group’s operations for the year then ended Accounting policies applied: § Consolidated financial statements: IFRS as adopted by the European Union § Individual company financial statements: French GAAP Specific verifications § Management Report: no matters to report as to its fair presentation and its consistency with the financial statements § Information relating to compensation and benefits received by corporate officers and any other commitments made in their favor: we have verified its accuracy and fair presentation 41 Combined Annual Shareholders' Meeting - January 23, 2018

REPORTS ON THE CONSOLIDATED AND INDIVIDUAL COMPANY FINANCIAL STATEMENTS Key audit matters Matters disclosed to the Audit Committee requiring particular attention during our audit and which we consider to be the most significant: § Consolidated financial statements: • New presentation of segment information for the On-site Services business and impact on goodwill • Measurement of the recoverable amount of goodwill • Suppliers’ discount allowances • Post-employment benefits • Tax risks § Individual company financial statements: • Valuation of equity investments A detailed description of the risks and our responses thereto can be found in our reports 42 Combined Annual Shareholders' Meeting - January 23, 2018 Pages 186 -191 & 222 -225 of the RD

SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS Pages 226 -229 of the RD Two new agreements and commitments to be submitted for approval at the Shareholders' Meeting Related-party agreements and commitments authorized by the Board of Directors and submitted for approval at the Shareholders' Meeting § Authorized during the year: Service agreement between Bellon SA and Sodexo SA, applicable as of November 17, 2017 § Authorized since the year-end Non-compete agreement entered into with Michel Landel, Group Chief Executive Officer, applicable for a period of 24 months as from the date on which his duties as Chief Executive Officer cease 43 Combined Annual Shareholders' Meeting - January 23, 2018

SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS Pages 226 -229 of the RD Continuing agreements and commitments entered into in previous years Related-party agreements and commitments already approved by the Shareholders' Meeting in previous years that remained in force during the year § Supplemental health and benefit plans for Sophie Bellon, Chairwoman of the Board of Directors, and Michel Landel, Group Chief Executive Officer § Transactions with Michel Landel, Group Chief Executive Officer (retirement benefit plan, and indemnity in the event of termination of his appointment as Group Chief Executive Officer, unless for reasons of resignation or retirement, and barring his removal from office for serious misconduct or gross negligence) Continuing related-party agreements and commitments entered into in previous years and not approved by the Shareholders’ Meeting § Service agreement between Bellon SA and Sodexo, implemented from September 1, 2017 to November 17, 2017 (the date on which it expired) 44 Combined Annual Shareholders' Meeting - January 23, 2018

REPORT ON THE REPORT PREPARED BY THE CHAIRWOMAN OF THE BOARD OF DIRECTORS* Page 257 of the RD Relating in particular to internal control and risk management Information concerning the internal control and risk management procedures relating to the preparation and processing of financial and accounting information No matters to report This report also sets out all the other disclosures required by the French Commercial Code (Code de commerce) 45 Combined Annual Shareholders' Meeting - January 23, 2018 * prepared in accordance with article L. 225 -235 of the French Commercial Code

SPECIAL REPORTS ON THE RESOLUTIONS SUBMITTED FOR APPROVAL AT THE EXTRAORDINARY SHAREHOLDERS’ MEETING Pages 315 -317 of the RD Relating to authorizations and delegations of authority granted to the Board of Directors Report on the capital reduction (18 th resolution) No matters to report on the reasons for and terms and conditions of the proposed capital reduction Report on the issuance of ordinary shares and/or securities reserved for members of an employee share purchase plan (21 st resolution) Report on the issuance of ordinary shares and/or any other securities with preferential subscription rights (19 th resolution) We have no matters to report as regards the methods used to set the issue price of the shares to be issued within the scope of the 21 st resolution as provided in the Board of Directors’ Report The Board of Directors’ Report does not include the terms and conditions for setting the issue price provided for by regulatory texts within the scope of the 19 th resolution 46 Combined Annual Shareholders' Meeting - January 23, 2018 We do not express an opinion on the final terms and conditions of the issue provided for in the 19 th and 21 st resolutions, as they have not yet been set In accordance with article R. 225 -116 of the French Commercial Code, we will prepare an additional report in the event that the Board of Directors uses the delegations of power provided for in the 19 th and 21 st resolutions

QUESTIONS / ANSWERS 47 Combined Annual Shareholders' Meeting - January 23, 2018 9

Q&A 48 Combined Annual Shareholders' Meeting - January 23, 2018

VOTE ON THE RESOLUTIONS Combined shareholders Meeting 49 Combined Annual Shareholders' Meeting - January 23, 2018 10

1 st RESOLUTION Vote on ordinary resolutions Adoption of the individual company Financial Statements, SODEXO SA Fiscal 2017, ended on August 31, 2017 Net income of 396 million euro 50 Combined Annual Shareholders' Meeting - January 23, 2018

2 nd RESOLUTION Vote on ordinary resolutions Adoption of the Consolidated Financial Statements Fiscal 2017, ended on August 31, 2017 Group net profit of 723 million euro 51 Combined Annual Shareholders' Meeting - January 23, 2018

3 rd RESOLUTION Vote on ordinary resolutions Appropriation of net income for Fiscal 2017 and setting of dividend at € 2. 75 per share Reminder: a 10% dividend premium is allocated to shares held in registered form for more than 4 years (limited to 0. 5% of the share capital per shareholder) 52 Combined Annual Shareholders' Meeting - January 23, 2018

4 th RESOLUTION Vote on ordinary resolutions Related-party agreement and commitment Non-compete agreement of Mr. Michel LANDEL Presented in the Auditors’ Special Report 53 Combined Annual Shareholders' Meeting - January 23, 2018 Pages 226 & seq. of FY 2017 RD

5 th RESOLUTION Vote on ordinary resolutions Related party Agreement and commitment Services Agreement between BELLON SA and SODEXO SA Presented in the Auditors’ Special Report 54 Combined Annual Shareholders' Meeting - January 23, 2018 Pages 226 & seq. of FY 2017 RD

6 th RESOLUTION Vote on ordinary resolutions Re-election of Ms. Sophie BELLON as Director for a three-year period Term of office: 2021 Shareholders Meeting 55 Combined Annual Shareholders' Meeting - January 23, 2018

7 th RESOLUTION Vote on ordinary resolutions Re-election for Mr. Bernard BELLON as Director for a one-year period Term of office: 2019 Shareholders Meeting 56 Combined Annual Shareholders' Meeting - January 23, 2018

8 th RESOLUTION Vote on ordinary resolutions Re-election of Ms. Nathalie BELLON-SZABO as Director for a three-year period Term of office: 2021 Shareholders Meeting 57 Combined Annual Shareholders' Meeting - January 23, 2018

9 th RESOLUTION Vote on ordinary resolutions Re-election of Ms. Françoise BROUGHER as Director For a three-year period Term of office: 2021 Shareholders Meeting 58 Combined Annual Shareholders' Meeting - January 23, 2018

10 th RESOLUTION Vote on ordinary resolutions Re-election of Mr. Soumitra DUTTA as Director For a three-year period Term of office: 2021 Shareholders Meeting 59 Combined Annual Shareholders' Meeting - January 23, 2018

11 th RESOLUTION Vote on ordinary resolutions Setting of global annual Directors’ fees at € 900, 000 for Fiscal 2018 and subsequent fiscal years 60 Combined Annual Shareholders' Meeting - January 23, 2018

Details on page 266 of FY 2017 RD 12 th RESOLUTION Vote on ordinary resolutions Opinion on the compensation and benefits, due or awarded to Ms. Sophie BELLON, Chairwoman of the Board, for Fiscal 2017 61 Compensation Gross amount paid for Fiscal 2017 Fixed compensation 550, 000 euro Fringe benefits (use of a car) 1, 829 euro Combined Annual Shareholders' Meeting - January 23, 2018

Details on page 267 of FY 2017 RD 13 th RESOLUTION Vote on ordinary resolutions Opinion on the compensation and benefits, due or awarded to Mr. Michel LANDEL, Chief Executive Officer, for Fiscal 2017 62 Compensation Gross amounts paid for 2016 -2017 Fixed compensation 933, 400 euro Variable Compensation 1, 090, 118 euros Attribution of performance shares 44, 000 performance shares for a total value of 3, 258, 860 euro Fringe benefits (use of a car) 1, 916 euro Combined Annual Shareholders' Meeting - January 23, 2018

14 th RESOLUTION Vote on ordinary resolutions Approval of the compensation and benefits policy for Ms. Sophie BELLON, Chairwoman of the Board Principles and criteria used to determine, allocate and award the global compensation and fringe benefits 63 Combined Annual Shareholders' Meeting - January 23, 2018 Details on pages 261262 of FY 2017 RD

15 th RESOLUTION Vote on ordinary resolutions Details on pages 261 & seq. of FY 2017 RD Approval of the compensation and benefits policy for Mr. Michel LANDEL, Chief Executive Officer until January 23, 2018 Principles and criteria used to determined, allocate and award the fixed, variable and exceptional components of the global compensation and fringe benefits 64 Combined Annual Shareholders' Meeting - January 23, 2018

16 th RESOLUTION Vote on ordinary resolutions Details on pages 261 & seq. of FY 2017 RD Approval of the compensation and benefits policy for Mr. Denis MACHUEL, Chief Executive Officer as from January 23, 2018 Principles and criteria used to determined, allocate and award the fixed, variable and exceptional components of the global compensation and fringe benefits 65 Combined Annual Shareholders' Meeting - January 23, 2018

17 th RESOLUTION Vote on ordinary resolutions Authorization for the Board to purchase treasury shares, for cancellation through a capital decrease or attributions within the scope of a free share plan for group employees or executive officers 66 ■ Maximum purchase price: € 150 per share ■ Limit: 5% of the issued share capital ■ Term of the authorization: 18 months ■ Cancels and replaces the authorization voted by the Shareholders on January 24, 2017 Combined Annual Shareholders' Meeting - January 23, 2018

18 th RESOLUTION Vote on extra-ordinary resolutions Authorization for the Board of Directors, to reduce the issued capital by cancellation of treasury shares purchased under the company’s share repurchase program 67 ■ Limit: 5% of the total number of issued shares for any 24 months periods ■ Term of authorization: 26 months ■ Cancels and replaces the authorization voted by the Shareholders on January 26, 2016 in the 11 th resolution Combined Annual Shareholders' Meeting - January 23, 2018

19 th RESOLUTION Vote on extra-ordinary resolutions Delegation of powers to the Board of Directors, to increase the company’s issued capital through the issuance of new ordinary shares and/or other securities carrying immediate or deferred rights to the company’s capital, with preferential subscription rights for shareholders 68 ■ Maximum total nominal amount of capital increases: 100 million euro ■ Maximum Global ceiling for increases (resolutions 19, 20 and 21): 100 million euro ■ Maximum ceiling for issuance of debt securities: 1 billion euro ■ Term of authorization: 26 months ■ Cancels and replaces delegation voted by shareholders on January 26, 2016, in 12 th resolution Combined Annual Shareholders' Meeting - January 23, 2018

20 th RESOLUTION Vote on extra-ordinary resolutions Delegation of powers to the Board of Directors, to increase the company’s issued share capital by capitalizing premiums, reserves or profit 69 ■ Maximum total nominal amount of capital increases: 100 million euro ■ Maximum Global ceiling for increases (resolutions 19, 20 & 21): 100 million euro ■ Term of authorization: 26 months ■ Cancels and replaces delegation voted by shareholders on January 26, 2016, in 13 th resolution Combined Annual Shareholders' Meeting - January 23, 2018

21 st RESOLUTION Vote on extra-ordinary resolutions Delegation of powers to the Board of Directors, to increase the company’s capital for members of employee share purchase plans, without preferential rights for existing shareholders 70 ■ Maximum number of new shares: 1. 5% of issued capital ■ Issuance price: minimum of 80% of the average of opening prices over a 20 trading days period ■ Maximum Global ceiling for increases (resolutions 19, 20 and 21): 100 million euro ■ Term of authorization: 26 months ■ Cancels and replaces delegation voted by shareholders on January 26, 2016, in the 15 th resolution Combined Annual Shareholders' Meeting - January 23, 2018

22 nd RESOLUTION Vote on ordinary resolutions Powers to perform legal formalities 71 Combined Annual Shareholders' Meeting - January 23, 2018

Thank you