Remuneration Information • Dec 17, 2025
Remuneration Information
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- AND -
OF
Established by resolution of the Board of Directors on 15 March 2010
Amendments to the rules approved by shareholders on [date] and adopted by the Remuneration Committee on 19 November 2025
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| 1. | Definitions and interpretation 1 | |
| 2. | Trusts of the Free Shares and Matching Shares 1 | |
| 3. | Trusts of the Partnership Shares 2 | |
| 4. | Trusts of the Dividend Shares 3 | |
| 5. | General Trusts of the Plan 3 | |
| 6. | Investment and borrowing powers 4 | |
| 7. | Receipt of money or money's worth with respect to Plan Shares 5 | |
| 8. | Application of the Plan to Group companies 5 | |
| 9. | Retention of Shares subject to Holding Period 6 | |
| 10. | Voting rights and directions 6 | |
| 11. | Trustee's powers of delegation 7 | |
| 12. | Administration 7 | |
| 13. | Trustee's indemnities and charges 9 | |
| 14. | Appointment, removal and retirement of Trustee 10 | |
| 15. | Amendments to the Plan 11 | |
| 16. | Termination of the Plan 13 | |
| 17. | Governing law 13 | |
| 18. | Construction of the Deed 13 | |
| SCHEDULE 15 | ||
| PART ONE THE RULES OF THE COMPASS GROUP SHARE INCENTIVE PLAN 15 | ||
| 1. | Definitions and Interpretation 15 | |
| 2. | Operation of the Plan 20 | |
| 3. | Eligibility 21 | |
| 4. | Application of Limits 22 | |
| 5. | No Material Interest in a close Company 22 | |
| 6. | Acquisition of Shares for the Plan 22 | |
| 7. | Rights issues 23 | |
| 8. | Capitalisation issues 24 | |
| 9. | Reconstruction and Takeover 24 | |
| 10. | Fractional entitlements 24 | |
| 11. | Transfer of Plan Shares 25 | |
| 12. | Stamp Duty 25 | |
| 13. | Notices 25 | |
| 14. | Disputes 26 | |
| 15. | Information 26 |
| 16. | Data Processing 26 | |
|---|---|---|
| 17. | Terms of Employment 27 | |
| 18. | Termination of the Plan 28 | |
| PART TWO FREE SHARES 29 | ||
| 1. | Invitations to participate in the appropriation of Free Shares 29 | |
| 2. | Basis of Allocation of Free Shares 30 | |
| 3. | Performance targets and measures 31 | |
| 4. | Appropriation of Free Shares 32 | |
| 5. | Forfeiture of Free Shares 32 | |
| 6. | Ceasing to be in Employment 33 | |
| PART THREE PARTNERSHIP SHARES 34 | ||
| 1. | Invitations 34 | |
| 2. | Limits on Partnership Share Money 34 | |
| 3. | Payment of Partnership Share Money to the Trustee 35 | |
| 4. | Where no Accumulation Period applies 35 | |
| 5. | Where an Accumulation Period applies 36 | |
| 6. | Matching Shares 37 | |
| 7. | Stopping and re-starting deductions 37 | |
| 8. | Withdrawal of Partnership Shares 38 | |
| 9. | Number of Partnership Shares that can be acquired 38 | |
| PART FOUR MATCHING SHARES 40 | ||
| 1. | Appropriations of Matching Shares 40 | |
| 2. | Forfeiture of Matching Shares 41 | |
| PART FIVE DIVIDEND SHARES 43 | ||
| 1. | Reinvestment of Cash Dividends 43 | |
| 2. | Scrip Dividends 44 | |
PART SIX DEED OF ADHERENCE................................................................ 45
THIS DEED was made on 3 June 2010 and was amended and restated on [date]
NOW THIS DEED WITNESSES as follows:
The words and expressions used in this Deed which have capital letters have the meanings set out in rule 1 of Part 1 of the Schedule.
The provisions of rule 1 of Part 1 of the Schedule will apply equally to this Deed.
2.2 Subject to the terms of this Deed, the Trustee hereby agrees with each Participating Company to apply all monies received by them from Participating Companies under the Plan in the acquisition of Free Shares or Matching Shares and in paying their expenses, taxation and other liabilities,
as the case may be, in accordance with the rules of the Plan and to hold any Shares once appropriated and all other trust property so derived UPON TRUST for the Participants respectively entitled to such Shares and trust property subject to the rules of the Plan.
the number of Shares awarded to the Participant was determined and the detail of any Restrictions applying to such Shares.
of any monies received for the acquisition of Partnership Shares or Dividend Shares, the Trustee will acquire these Shares in accordance with the Plan.
The Trustee will hold any unappropriated or unallocated Shares or unutilised cash balances and any income arising from them on trust to apply the same in or towards the future purchase of Shares for the purposes of the Plan and/or its expenses of administering the Plan. The Trustee will notify the Company from time to time of the amounts and/or number of Shares so held by it and their application.
If the Trustee becomes entitled in respect of any unappropriated or unallocated Shares to any rights to be allotted, or to subscribe for, further securities in the Company (other than an issue of capitalisation shares of the same class as Shares then held by the Trustee pending any appropriation or allocation as Free Shares, Matching Shares or Partnership Shares which capitalisation shares shall be retained by the Trustee and shall form part of the Free Shares, Matching Shares or Partnership Shares to be appropriated among the Participants on the relevant Appropriation Day), the Trustee may at their discretion take up those rights or sell them for the best consideration in money reasonably obtainable at the time or sell sufficient of them nil paid to enable the Trustee to subscribe in full for the balance of any unsold rights or allow those rights to lapse. The Trustee though, can only act upon the direction of a Participant in relation to Plan Shares in accordance with paragraph 77 of Schedule 2.
Where a cash dividend is paid in respect of Plan Shares held on behalf of a Participant, which are shares in a company not resident in the United Kingdom, the Trustee will notify the Participant of any foreign tax deduction from the dividend before it was paid.
On the termination of the Plan, the Trustee will sell all unappropriated Shares and account for and pay to the Participating Companies any monies held by it, so far as practicable in the same proportion as it was provided (directly or indirectly), or as may otherwise, in the opinion of the Trustee, be appropriate.
The Trustee may invest any monies from time to time held by them (excluding Partnership Share Money and cash dividends in respect of the Plan Shares) and not immediately required as if it were the absolute beneficial owner of those monies.
Subject to rule 3.1 of Part 3 of the Schedule, the Trustee will be under no duty to invest property held on trust under this Deed.
The Trustee may borrow money for the purposes of the Plan on such terms as it thinks fit.
Subject to clause 7.2, the Trustee will, as soon as practicable following its receipt of any money or money's worth in respect of any Plan Shares arrange for that money or money's worth to be paid to Participants in accordance with their respective entitlements.
The Trustee's powers and obligations in this clause 7 will:
The Plan may, with the consent of the Company, be extended to any Controlled Company by the execution of a Deed of Adherence under which that company agrees to be bound by this Deed and the Plan.
The Plan will cease to apply to any company, other than the Company, at any time when:
provided that the rights of Participants employed by that company to Plan Shares acquired on their behalf while that company was a Participating Company will not be affected.
A Participating Company (or a former Participating Company, if appropriate) will provide the Trustee with all information required from it for operation of the Plan in the form the Trustee reasonably requires.
Subject to clause 9.2, the Trustee will not dispose of any of a Participant's Plan Shares that are subject to a Holding Period other than at the written direction of the Participant given under the terms of the Partnership Share Agreement.
Clause 9.1 will:
While Plan Shares are registered in the name of the Trustee, the Trustee may, in respect of any matter on which, at a general meeting of the Company or at a meeting of the holders of any class of shares of the Company, it is entitled to exercise any voting rights attaching to those Plan Shares, invite the Participants on whose behalf those Plan Shares are held to direct it as to such exercise. The Trustee will not be entitled in respect of Plan Shares held on behalf of Participants to vote on a show of hands unless all directions received from Participants who have given directions in respect of the particular resolution are identical. The Trustee will not in any circumstances be under an obligation to call for a poll. If there is a poll, the Trustee will vote only in accordance with the directions of any Participants who have given directions and will not vote in respect of Plan Shares where no directions have been received from Participants in relation to those Plan Shares.
The Trustee may not vote in respect of Shares it holds which are not Plan Shares.
Subject to clause 9, clause 12.3 and any instruction deemed to have been given under rule 7.2 of the Schedule, the Trustee will dispose of a Participant's Plan Shares and deal with any right conferred in respect of a Participant's Plan Shares to be allotted other shares, securities or rights of any description, only pursuant to a direction given by or on behalf of the Participant.
The Trustee may, in the performance of its duties under the Plan, engage and pay the reasonable costs of any appropriate person, appoint any person as its agent to transact all or any business, and act on the advice or opinion of any professional or business person, and will not be responsible for anything done or omitted or suffered in good faith in reliance on that advice or opinion.
The Trustee may, to the extent permitted by law, delegate any of its powers and duties under the Plan to any person or company, but may not, for the avoidance of doubt, delegate the duties and obligations imposed on the Trustee under the Plan rules in the Schedule.
The Trustee may allow any Shares to be registered in the name of an appointed nominee provided that those Shares are registered in a designated account. Such registration shall not divest the Trustee of their responsibilities under this Deed.
The Trustee may at any time, and will, if directed to by the Company, revoke any delegation or arrangement made under this clause 11 and/or require any trust property held by another person to be returned to the Trustee.
The Trustee may execute and may authorise any of its directors, officers or employees to execute on its behalf any documents in an appropriate manner.
Subject to the terms of this Deed, the Trustee may convene meetings and make any regulations it considers appropriate for the administration of the Plan.
The Trustee will maintain the accounts and records necessary for it to fulfil its own PAYE and other obligations under the Plan and the PAYE obligations of an Employer Company under the Plan. The Trustee will also maintain records of Participants who have participated in one or more Schedule 2 SIPs.
The Trustee will, where a PAYE obligation is imposed on it under Chapter 6 of Part 7 of ITEPA as a result of a Participant's Plan Shares ceasing to be subject to the Plan (including due to the operation of this clause), have the power to meet that PAYE obligation by:
The Trustee may dispose of a Participant's Plan Shares under clause 12.3.1 by itself acquiring some or all of those Shares for the purposes of the Plan.
If, as a result of a Participant's Plan Shares ceasing to be subject to the Plan, a Participant is chargeable to income tax under Chapter 6 of Part 7 of ITEPA and an obligation to make a PAYE Deduction arises in respect of that charge the Trustee will, subject to clauses 12.6 and 12.7, pay to the Participant's Employer Company a sum sufficient to enable it to discharge that obligation.
If the Trustee receives a sum of money that constitutes (or forms part of) a Capital Receipt in respect of which a Participant is chargeable to income tax in accordance with Chapter 6 of Part 7 of ITEPA when it is received by the Participant, the Trustee will pay to the Employer Company out of that sum of money an amount equal to that on which income tax is payable.
Clause 12.4 will not apply if the relevant Participant has agreed to pay to their Employer Company a sum that is sufficient to enable it to discharge the obligation.
In any case under clause 12.4 or clause 12.5, as appropriate, where:
clause 12.4 or clause 12.5, as appropriate, will not apply and the Trustee will make a PAYE Deduction in respect of an amount equal to that on which income tax is payable, as if the Participant were a former employee of the Trustee.
The Participating Companies agree to keep the Trustee fully indemnified against any liability arising out of or in connection with the Plan. However, no Trustee will be indemnified or exonerated in respect of any fraud, negligence or wilful default on its part, or on the part of its agents, or any of their officers or employees. The Trustee will also have the benefit of any indemnities conferred on trustees by law.
Neither the Trustee nor any of its officers or employees will be liable to account to Participants for any benefit received under the Plan. No Trustee or officer or employee of the Trustee will be liable to account to other Participants for any profit derived by them as a Participant.
Any person acting as a Trustee in the course of any profession or business carried on by them may charge and be paid reasonable charges for acting as agreed between them and the Company.
Any Trustee (and any director or officer of a body corporate or a trust corporation acting as a Trustee) will not, on its own account be:
The Trustee will be entitled, in the absence of manifest error, to rely without further enquiry on:
The Trustee will not be liable or responsible for any loss, liability or increased liability of a Participant arising out of the failure of the Participant to give a direction to the Trustee or to give a direction within a particular time or, if the Participant has directed the Trustee to use its discretion, arising out of the bona fide exercise by the Trustee of that discretion.
The Trustee may insure against any loss caused by it or by any of its employees, officers, agents or delegates under the Plan. It may also insure itself and any of these persons against liability for breach of trust not involving wilful wrongdoing or fraud of the Trustee or the person concerned. Except in the case of a paid Trustee, the insurance premiums may be paid from the Plan assets.
Unless the Trustee is a corporate Trustee there must be two or more Trustees. The Company may at any time in writing:
The powers of appointment and removal will be vested in the Trustee if the Company ceases to exist otherwise than in consequence of a Reconstruction or Takeover, when the successor company (or, if more than one, the successor company that the Company nominates) will have such powers.
A Trustee may retire by giving to the Company written notice which will take effect at the end of nine months (or another period agreed with the Company) from the date of that notice, provided that this will leave a Trustee in office. The retiring Trustee will not be responsible for any costs caused by its retirement in seeking a new Trustee but will otherwise be responsible for all costs and do all things necessary to give proper effect to its retirement should the decision to retire be the Trustee's alone and not directed to do so by the Company for its convenience.
Immediately on removal or retirement, a Trustee will transfer all trust property held by it to the continuing Trustee and deliver all documents in its possession relating to the Plan as the Company may direct. If it does not do so, the continuing Trustee may do so on its behalf.
A person will not be disqualified from acting as a Trustee or an officer or employee of a Trustee of the Plan because he is or was an officer or employee of a Participating Company or is or was a Participant.
While the Plan is to remain a Schedule 2 SIP, any and every Trustee will be resident in the United Kingdom for tax purposes.
The Company may make any amendments to the Plan (including this Deed) necessary to obtain or maintain its status as a Schedule 2 SIP.
Subject to the rest of this clause 15, the Company may amend the Plan in any manner it thinks fit (with any amendment being binding on the Trustee, all Participating Companies and Participants) but so that no purported amendment will be effective if it:
No amendment to the advantage of Participants or Eligible Employees can be made to the provisions in the Plan relating to:
without the approval of the shareholders of the Company, provided that the Board may amend the Plan without prior shareholder approval if the amendment is a minor amendment to benefit the administration of the Plan, to take account of any change in legislation or to maintain or obtain favourable tax, exchange or regulatory treatment of any Shares or of any Participant or Participating Company but not so as to alter the basic structure of the Plan or the limits in rule 4 of Part 1 of the Plan.
Written notice of any amendment made in accordance with clause 15.1 or 15.2 shall be given to the Trustee and all Participants affected by such alteration or addition and will be notified to HMRC in accordance with paragraph 81B of Schedule 2.
The Company can extend the Plan so that it is applicable in any jurisdiction under which participation may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, which apply to a Participant, any Participating Company or Associated Company. Any additional parts must conform to the basic principles of the Plan and must not enlarge to the benefit of Participants any limits in the Plan. Any additional part will not form part of the Plan for the purposes of Schedule 2.
If, as a result of an error or omission, Plan Shares are not awarded to a Participant in accordance with the Plan rules, the Trustee may, but without obligation to do so, do all such acts or things as may be agreed with HMRC to rectify the error or omission notwithstanding that such actions may fall outside the time limits contemplated by or otherwise conflict with the other provisions of the Plan rules.
The Company may resolve not to operate the Plan at any time. Any decision not to operate the Plan will not affect the subsisting rights of Participants.
The Company may resolve to terminate the Plan at any time. If the Company decides to terminate the Plan it will issue a Plan Termination Notice and provide a copy of the notice, without delay, to:
No acquisition of Shares may be made under the Plan later than seventysix years after the date of this Deed or the earlier termination of the Plan by the Company. The perpetuity period applicable to this Deed is eighty years.
This Deed will be governed by and construed in accordance with the law of England.
The Schedule is part of this Deed.
| parties on the date which first appears in page 1. | ||||
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| Executed as a deed by COMPASS GROUP PLC | ||||
| Director | ||||
| Director / Authorised Signatory | ||||
| Executed as a deed by EQUINITI SHARE PLAN TRUSTEES LIMITED | ||||
| Director | ||||
| Director |
IN WITNESS of which this Deed has been executed and delivered as a deed by the
The words and expressions used in the Plan that have capital letters have the meanings set out below. Words and expressions not otherwise defined have the same meanings as they have in the Taxes Act. In this Plan:
Accumulation Period means, in respect of Partnership Shares, the period not exceeding twelve months as the Board may determine and specify in the relevant Partnership Share Agreement (and which must be the same for each Participant) during which deductions from Salary may be accumulated before being applied in the acquisition of Partnership Shares;
Acquisition Date means, in respect of Partnership Shares, the date determined under rule 4.1 or 5.3 of Part 3 of the Plan (as appropriate); and in respect of Dividend Shares, the date determined under rule 1.4 of Part 5 to the Plan;
Appropriation Day means a day on which Free Shares or Matching Shares are appropriated to a Participant;
Appropriation Value means in relation to an appropriation of Shares, their Market Value on the relevant Appropriation Day;
Associated Company has the meaning given in paragraph 94 of Schedule 2;
Associated Plan means any Schedule 2 SIP established by the Company or an Associated Company;
Board means the board of directors of the Company or a duly authorised committee of the board;
Capital Receipt has the meaning given in section 502 of ITEPA;
Company means Compass Group PLC (registered number 04083914) which for the purposes of the Plan may act through the Board or through a duly authorised employee or employees of a Participating Company;
Control means, unless otherwise indicated, control within the meaning given in section 719 of the ITEPA;
Controlled Company means any company (being a body corporate) which is a Subsidiary and under the Control of the Company;
Dealing Day means any day on which the London Stock Exchange is open for business;
Deed means this trust deed as amended from time to time;
Deed of Adherence means a deed substantially in the form set out in Part 6 of the Plan;
Dividend Shares means Shares which satisfy the requirements of paragraph 65 of Schedule 2 and which are, or are to be, acquired with some or all of any cash dividend paid in respect of Plan Shares in accordance with rule 1 of Part 5 of the Plan, or, if the context so requires, any New Shares issued or otherwise representing such Shares;
Employees' Share Scheme has the meaning given in section 1166 of the Companies Act 2006;
Employer Company has the meaning given by section 510(7) of ITEPA;
Employment means employment with a Participating Company or an Associated Company;
FCA means the Financial Conduct Authority;
Forfeiture Period means in relation to any appropriation of Free Shares or Matching Shares such period as the Board may determine in respect of that appropriation;
Free Shares means Shares which are, or are to be, appropriated to a Participant without payment under Part 2 of the Plan or, if the context so requires, any New Shares issued or otherwise representing such Shares;
Group means the Company and the Subsidiaries and member of the Group shall be construed accordingly;
HMRC means His Majesty's Revenue and Customs;
ITEPA means the Income Tax (Earnings and Pensions) Act 2003;
Key Feature has the meaning given by paragraph 81B(8) of Schedule 2;
London Stock Exchange means London Stock Exchange plc or any successor body carrying on the business of the London Stock Exchange;
Market Value means in relation to a Share on any day:
and, in either case, if the Shares are subject to any Restriction, as if they were not subject to any Restriction;
Matching Shares means Shares which are or are to be appropriated to a Participant under Part 3 to the Plan in proportion to any Partnership Shares acquired on the Participant's behalf and complying with the provisions of paragraph 59 of Schedule 2 or, if the context so requires, any New Shares issued or otherwise representing such Shares;
Material Interest has the meaning given in paragraphs 19 to 21 of Schedule 2;
New Shares has the meaning given by paragraph 87(7) of Schedule 2;
NICs means National Insurance contributions;
Participant means any person to whom Free Shares or Matching Shares have been appropriated or on whose behalf Partnership Shares or Dividend Shares have been acquired or who has entered into a Partnership Share Agreement or, where the context so permits, their personal representatives;
and, for the avoidance of doubt, shall not mean a jointly-owned company of the Company which is a constituent company in a different Group plan as those terms are defined in paragraph 1 of Schedule 2;
Partnership Share Agreement means the contract required to be entered into pursuant to paragraph 44 of Schedule 2 in such form as shall comply with the requirements of Schedule 2 from time to time;
Partnership Share Money has the meaning given by paragraph 45(2) of Schedule 2;
Partnership Shares means the Shares which are, or are to be, acquired by the Trustee on behalf of Eligible Employees under Part 3 of the Plan or if the context so requires any New Shares issued or otherwise representing such Shares;
PAYE Deduction means a deduction required by regulations made under section 684 of ITEPA;
PAYE Regulations has the meaning given in section 684(8) of ITEPA;
Performance Period means the period as determined by the Board during which any performance target or performance measure applied to a Unit shall be assessed;
Plan means the Compass Group Share Incentive Plan established by the Deed, the rules of which are set out in this Schedule as amended from time to time;
Plan Period means such period as the Board may determine from time to time which may be an indefinite period subject to termination by the issue of a Plan Termination Notice in respect of the Plan as referred to in clause 16 of the Deed;
Plan Shares means any or all of any Free Shares, Matching Shares, Partnership Shares or Dividend Shares which are held by the Trustee upon the terms of the Plan on behalf of the Participants to whom they have been appropriated or on whose behalf they have been acquired or, if the context so requires, any New Shares issued or otherwise representing such Plan Shares;
Plan Termination Notice means a notice in writing terminating the Plan as referred to in paragraph 89 of Schedule 2 and in clause 16 of the Deed;
Qualifying Period means such period as the Board may from time to time determine but which:
PROVIDED THAT the Qualifying Period in relation to any appropriation of Free Shares or Matching Shares or any acquisition of Partnership Shares shall be the same for all employees of the Company and any Participating Companies but may be different in respect of different appropriations and acquisitions of such shares;
Reconstruction means a transaction affecting any Plan Shares as mentioned in paragraph 86 of Schedule 2;
Restriction means a restriction within the meaning given to that term by paragraph 99(4) of Schedule 2;
(i) in relation to an Eligible Employee who is within the scope of the charge to tax under Part 2 of ITEPA, such of the earnings of their employment by reference to which they are eligible to participate in the Plan:
Schedule 2 means Schedule 2 to ITEPA;
Schedule 2 SIP has the meaning set out in paragraph 1(A1) of Schedule 2;
Share means a share in the capital of the Company that satisfies the conditions specified in Part 4 of Schedule 2;
Subsidiary means, in relation to the Company, a subsidiary within the meaning given by section 1159 of the Companies Act 2006;
Takeover means a transaction affecting any Plan Shares, as mentioned in paragraph 37 of Schedule 2;
Trustee means the trustee referred to in the Deed or any other person or persons resident in the United Kingdom who is or are the trustee or trustees from time to time of the Plan;
Unit means any individual or group of individuals, business unit, division, body corporate, or other person within the Company or any Participating Company to which the Board shall apply a performance target or performance measure; and
Year of Assessment has the meaning given in section 989 of the Income Tax Act 2007.
The Plan will be operated at the discretion of the Company and operation of the Plan in any one year in respect of one or more Participating Companies does not mean that the Board must operate the Plan subsequently.
Subject to the specific provisions of the Plan (including each of the Parts to the Plan), the Deed and Schedule 2, every Eligible Employee must be invited to participate in the Plan in respect of any acquisition or appropriation of Shares on their behalf on the same terms, and those who participate must do so on the same terms.
The Board may, at any time, in its absolute discretion decide that Free Shares may be appropriated to Eligible Employees and if it so determines the provisions of this Part 1 and Part 2 shall apply. The Board may determine that the availability and number of Free Shares to be appropriated in respect of that Plan Period shall be conditional upon specified performance targets and/or performance measures being met or satisfied.
The Board may, at any time, in its absolute discretion determine in respect of any Plan Period whether it shall arrange for Partnership Shares to be acquired on behalf of Eligible Employees out of deductions from their pay and if it so determines the provisions of this Part 1 and Part 3 shall apply. The Board may determine that Partnership Shares to be acquired in respect of that Plan Period shall be acquired at the end of an Accumulation Period or after each deduction from a Participant's Salary. The Board may determine that any Accumulation Period shall come to an end on the occurrence of a specified event.
Whenever the Board determines that Partnership Shares may be acquired on behalf of Eligible Employees it may in its absolute discretion determine whether it shall offer an appropriation of Matching Shares in proportion to any Partnership Shares so acquired and if it so determines the provisions of this Part 1 and Part 4 shall apply. The Board shall determine in respect of each acquisition of Partnership Shares the ratio of Matching Shares to Partnership Shares which shall be offered.
This Plan is intended to be a Schedule 2 SIP for the purposes of ITEPA and the Plan and any Free Shares, Partnership Shares, Matching Shares or Dividend Shares granted under it shall be interpreted, operated and administered in a manner that is consistent with that intention and in the case of conflict between the Plan and the provisions of sections 488 to 515 and Schedule 2 (the legislation), the legislation shall prevail and, notwithstanding any other provision of the Plan to the contrary, the Board, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend the Plan and any Free Shares, Partnership Shares, Matching Shares or Dividend Shares granted under the Plan so that the Plan may be treated as a Schedule 2 SIP.
An individual will not be eligible to participate in an award of Free Shares, Partnership Shares or Matching Shares under the Plan at the same time as that individual participates in an award of shares under another Associated Plan.
If an individual participates in the Plan in a Year of Assessment in which the individual has already participated under one or more Schedule 2 SIPs, then for the purposes of the limits under rule 4.2 of Part 2, rule 2.2 of Part 3 and rule 1.2 of Part 5, any shares awarded to the individual in the Year of Assessment under another Schedule 2 SIP will count towards those limits under the Plan.
An individual will not be eligible to participate in the Plan at any time when the individual has (or has within the preceding twelve months had) a Material Interest in the Company or any company which Controls the Company or is a Member of a Consortium (as defined in paragraph 99(3) of Schedule 2) which owns the Company. Paragraphs 15 and 21 to 24 of Schedule 2 will apply to determine whether an individual is regarded as having or having had a Material Interest for the purposes of this rule 5.
Shares shall not be issued on any occasion for the purposes of the Plan to the extent that the result of that issue would be that the aggregate number of Shares issued on that occasion, when added to the number of Shares that:
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and issued (but not transferred) and shall include Shares issued or transferred out of treasury.
Whenever any rights are granted in respect of Plan Shares to be allotted any rights, including any shares, securities or rights of any description on payment (a Rights Issue), each Participant will be notified by the Trustee of the rights relating to their Plan Shares. Each Participant may direct the Trustee and the Trustee will then be permitted to do one or more of the following:
The Participant's instructions may be of particular or of general application and may relate to Plan Shares appropriated before and after the date of the relevant Rights Issue.
The Trustee will act on any instruction received by it not less than five Dealing Days before the expiry of the period allowed for the exercise of any rights pursuant to the relevant Rights Issue. If any Participant has not prior to five Dealing Days before the expiry of the period allowed for the exercise of any such rights given instructions to the Trustee in relation to the exercise of their rights and provided any funds necessary for the purpose, the Trustee shall allow such rights to lapse. The Trustee will deal with any Capital Receipt received in consequence of the non-exercise or sale of any rights in accordance with clause 12.5 of the Deed.
Any shares, securities or rights taken up by the Trustee on behalf of any Participant under rule 7.1.2 will, subject to rule 11 and provided that the right so to take up shares, securities or other rights was conferred in respect of all the Shares in the Company, form part of the Participant's Plan Shares and will be deemed to have been acquired on behalf of the Participant in the same way and at the same time as the Participant's Plan Shares in respect of which they are allotted.
Nothing in this rule 7 will require the Trustee to act in any manner that would involve it in any liability unless indemnified to its satisfaction by the Participant against that liability.
Where any Shares are allotted by way of capitalisation to the Trustee in respect of any Participant's Plan Shares, those Shares will, subject to rule 9, form part of that Participant's Plan Shares and be deemed to have been acquired on behalf of the Participant in the same way and at the same time as the Participant's Plan Shares in respect of which they are allotted.
Where the Trustee receives additional rights or securities in respect of Plan Shares under a capitalisation or Rights Issue or similar offer or invitation, the Trustee will allocate those rights or securities among the Participants concerned on a proportionate basis. If that allocation gives rise to a fraction of a security or of a transferable unit of a security (in this rule, unit), the Trustee will round the allocation down to the next whole unit and aggregate the fractions not allocated. The Trustee will use its best endeavours to sell any rights or units which are not allocated and distribute the net proceeds of sale (after deducting from them any expenses of sale and any taxation which may be payable in respect of them) proportionately among the Participants whose allocation was rounded down, but so that any Capital Receipt of less than £3 otherwise distributable to a particular Participant may be retained by the Trustee and used for the purposes of the Plan.
If the Trustee receives New Shares which form part of a Participant's Plan Shares, the Trustee will allocate the New Shares to the Participant by reference to the relative times of acquisition of the Participant's Plan Shares to which they relate. If that allocation gives rise to a fraction of a New Share, the Trustee will round the allocation up or down to the next whole unit as it, in its discretion, thinks fit.
Subject to clause 12.3 of the Deed, the Trustee will as soon as practicable after it is required to under the Plan, transfer the legal title to any Plan Shares it holds on behalf of a Participant into the name of that Participant (or the Participant's nominee).
Any stamp duty or other expenses involved in any transfer of Shares by the Trustee will be payable:
Any instruction given to the Trustee by or on behalf of a Participant or any person in whom the beneficial interest in the Participant's Plan Shares is for the time being vested under the Plan must be given in writing and, unless given electronically, signed by the relevant person.
Any notice, document or other communication which the Trustee is required or wants to give to any Eligible Employee or Participant under the Plan will be in writing and sufficiently given if (i) delivered by hand, electronic means (including via any administration platform), registered post or courier using an internationally recognised courier company and addressed to the Eligible Employee or Participant at their address (being an electronic mail address where appropriate) last known to the Trustee (including any address supplied by the relevant Participating Company or any Subsidiary as being their address), or (ii) sent through the Company's internal postal service. Notices sent by hand, registered post, courier or through the Company's internal postal service shall be deemed to have been duly given at the time of delivery. Notices sent by electronic means shall be deemed to have been duly given at the time of transmission. Where delivery occurs outside of 9.30am to 5.30pm on a Dealing Day, notice shall be deemed to have been received at 9.30am on the next following Dealing Day. Any document so sent to a Participant shall be deemed to have been duly delivered notwithstanding that such Participant has died (and whether or not the Company or the Trustee have notice of their death) except where their personal representatives have established their title to the satisfaction of the Company or the Trustee and supplied to the Company or the Trustee an address to which documents are to be sent.
Any notice, document or other communication which an Eligible Employee or Participant is required or wants to give to the Trustee, the Company, a Participating Company or the directors of the Company or a Participating Company pursuant to the Plan shall be in writing and sufficiently given if delivered to the Trustee by or on behalf of the Eligible Employee or Participant by hand, electronic means, registered post or courier using an internationally recognised courier company to the Trustee at an address as notified to an Eligible Employee or Participant, and if so sent by hand, registered post or courier shall be deemed to have been duly given at the time of delivery. Notices sent by electronic means shall be deemed to have been duly given at the time of transmission. Where delivery occurs outside of 9.30am to 5.30pm on a Dealing Day, notice shall be deemed to have been received at 9.30am on the next following Dealing Day.
The decision of the Company on any dispute or question affecting any Eligible Employee or Participant under the Plan will be final and conclusive.
The Trustee shall maintain such records as may be necessary to comply with ITEPA, and shall at all times and from time to time give to each Participant such information as shall be in their possession to enable that Participant to determine and quantify any liability they may have to income tax under Part 2 of ITEPA.
By participating in the Plan, the Participant's attention is drawn to the Company's Global Privacy Notice which sets out how personal identifiable data will be used and shared by the Company and other members of the Group. The Global Privacy Notice does not form part of these rules and may be updated from time to time. Any such updates shall be notified to the Participant.
Participation in the Plan is not pensionable. Nothing in the Plan nor in any instrument executed under it will confer upon any person any right to continue in Employment, or will affect the right of any Participating Company to terminate the Employment of any person without liability at any time with or without cause, or will impose on any Participating Company or the Trustee or the Board or their respective agents and employees any liability whatsoever (whether in contract, tort, or otherwise howsoever) in connection with:
Any person whose Employment ceases for any reason as a result of dismissal (lawfully or otherwise) will not be entitled and will be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or otherwise to any sum, damages, Shares or other benefits to compensate that person for the loss of any rights, benefits or expectations under the Plan or any instrument executed under it.
The benefit of rule 17.1 and rule 17.2 is given for the Company and/or the Trustee, as appropriate, for itself and as trustee and agent of the Company (if the benefit is given for the Trustee), and of all the Company's Subsidiaries or any of its Associated Companies and the Company and/or the Trustee, as appropriate, will hold the benefit of rule 17.1 and rule 17.2 on trust and as agent for each of them and the Company and/or the Trustee may, at their respective discretion, assign the benefit of this rule 17.3 to any of them.
Nothing in the Plan will be construed as imposing on a Participating Company a contractual obligation between that Participating Company and any Participant to contribute or to continue to contribute to the Plan.
If the Company issues a Plan Termination Notice in accordance with clause 16.2 of the Deed then:
The Trustee may, with the Participant's consent, remove a Participant's Plan Shares at a date earlier than that given under rule 18.1.1. For this purpose, any consent given by a Participant before he receives a copy of the Plan Termination Notice will be disregarded.
The Trustee removes a Participant's Plan Shares from the Plan by:
If the Participant has died, references in this rule to the Participant will be read as references to the Participant's personal representatives.
The Company shall, in respect of each appropriation of Free Shares, specify a Holding Period applicable to those Free Shares and any Dividend Shares which, once specified, may not be increased in respect of that appropriation.
The Company may in respect of each appropriation of Free Shares specify a Forfeiture Period applicable to those Free Shares.
A contract of participation shall bind the relevant Eligible Employee in contract with the Company in consideration of the appropriation to such Eligible Employee of Free Shares:
any time before the end of the period of five years beginning with the date on which the Free Shares are appropriated to such Eligible Employee, to agree to the Trustee disposing of any of that Eligible Employee's Shares in order to enable the Trustee to pay to the Employer Company an amount sufficient to enable the Employer Company to satisfy any obligation to deduct PAYE in accordance with Sections 509 to 514 of ITEPA unless such Eligible Employee pays to the Trustee a sum equal to the amount of such obligation,
PROVIDED that no Participant by virtue of the signature of a contract of participation shall be precluded from directing the Trustee to dispose of their Free Shares in accordance with paragraph 37 of Schedule 2 in the event of a Reconstruction or a Takeover affecting their Free Shares.
An individual may by notice given to the Company before an Appropriation Day direct that Free Shares shall not be appropriated to that individual on that Appropriation Day or on each subsequent Appropriation Day. A notice given by an individual under this rule 1.6 may be revoked by that individual giving the Company a written notice of revocation.
(e) Eligible Employees shall, subject to the provisions of rule 6, be appropriated Free Shares the number or value of which shall be determined according to the achievement by the Unit in which the Eligible Employee works of performance targets and/or performance measures during a Performance Period which in the case of performance measures shall:
(i) be based on business results or other objective criteria determined by the Board; and
PROVIDED THAT where an appropriation of Free Shares is based upon more than one of the factors mentioned in rule 2.1(a), (b) or (c) above each factor shall give rise to a separate entitlement to Free Shares related to the level of remuneration, length of service or hours worked (as the case may be) and the total entitlements shall be the sum of those separate entitlements.
(c) the performance targets and measures must be set in accordance with the requirements of paragraph 42(3) of Schedule 2.
3.4 An Eligible Employee may not be a member of more than one Unit in any Participating Company in respect of any Plan Period.
PROVIDED THAT in respect of rule 3.5(e) above the Company shall not be required to include in such notification any information which the Board reasonably considers would prejudice the confidentiality of commercially sensitive information.
5.1.3 directs the Trustee to dispose of the Free Shares and to account to that Participant or another person for the proceeds of sale; or
5.1.4 ceases to be in Employment for any reason other than one mentioned in (a) to (f) below.
6.1 For the purposes of this Part 2 a Participant shall not be treated as ceasing to be in Employment if they remain in the employment of the Company or any Associated Company.
To participate in the opportunity to acquire Partnership Shares an Eligible Employee must enter into a Partnership Share Agreement by the date specified by the Company. If the Company does not receive a Partnership Share Agreement from an Eligible Employee by the specified date that Eligible Employee will be deemed to have declined to participate in the opportunity to acquire Partnership Shares at that time.
Partnership Shares shall not be subject to any provision for forfeiture.
For the purposes of rule 2.1 above, ten per cent of Salary means:
The Partnership Share Agreement in respect of any invitation will also stipulate that the minimum amount (irrespective of the interval for deductions) to be deducted on any occasion from a Participant's Salary under that Agreement must not be less than a minimum amount which must not be greater than £10.
The Partnership Share Agreement must contain a notice complying with paragraph 48 of Schedule 2.
The Company will determine and inform the Trustee of whether the account will be interest bearing. If the Partnership Share Money held on behalf of a Participant is held in an interest bearing account, the Trustee will account for the interest to that Participant.
Any Partnership Share Money deducted from a Participant's Salary under a Partnership Share Agreement with no Accumulation Period will be applied by the Trustee in acquiring Partnership Shares on a date (the Acquisition Date) set by the Trustee which is within 30 days after the deduction is made. Subject to any scaling down in accordance with rule 9.2 below, the number of Shares acquired on behalf of a Participant will be determined by reference to the Market Value of the Shares on that Acquisition Date.
Any surplus Partnership Share Money remaining after the acquisition of Partnership Shares by the Trustee on behalf of a Participant may, with the agreement of the Participant (which may be provided for in the Partnership Share Agreement), be carried forward and added to the amount of the next deduction of Salary. In any other case it must be paid over to the Participant (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.
If the Board has determined that an Accumulation Period shall apply in respect of any acquisition of Partnership Shares and a Reconstruction occurs during that Accumulation Period which results in New Shares being issued or allocated in place of the Partnership Shares, the Partnership Share Agreement shall provide that if the Participant consents, it shall have effect after the Reconstruction as if it were an agreement for the purchase of shares which are New Shares.
Subject to rule 5.5, the Partnership Share Money deducted in respect of a Participant during an Accumulation Period must be applied by the Trustee in acquiring Partnership Shares on behalf of that Participant on a date (the Acquisition Date) set by the Trustee which is within 30 days after the end of that Accumulation Period. The number of Shares acquired on behalf of a Participant will be determined by reference to the lower of:
Any surplus Partnership Share Money remaining after the acquisition of Partnership Shares by the Trustee may, with the agreement of the Participant (which may be provided for in the Partnership Share Agreement), be carried forward to the next Accumulation Period. In any other case it must be paid over to the Participant (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.
In any case where Partnership Share Money has been deducted in an Accumulation Period and either:
A Participant may at any time after entering into a Partnership Share Agreement give notice in writing to the Company to stop deductions from the Participant's Salary under that Partnership Share Agreement.
A Participant who has stopped deductions from their Salary under a Partnership Share Agreement may subsequently give notice in writing to the Company to re-start deductions from their Salary under that Partnership Share Agreement. However:
7.2.1 any deductions that have been missed may not be made up; and
7.2.2 where the deductions are made during an Accumulation Period the Partnership Share Agreement may prevent a Participant from restarting deductions more than once in that Accumulation Period.
A Participant may terminate a Partnership Share Agreement at any time by giving notice in writing to the Company. Where a Participant terminates a Partnership Share Agreement, no further deductions will be made from the Participant's Salary and any Partnership Share Money held on behalf of the Participant will be paid over to the Participant (subject to deduction of income tax under PAYE and NICs, as appropriate) as soon as practicable.
Unless a later date is specified in any notice given under:
A Participant may withdraw Partnership Shares from the Plan at any time.
The Company may specify at the time of making an invitation under rule 1 of this Part 3, the maximum number of Partnership Shares that can be acquired on behalf of Eligible Employees in respect of that invitation. The Partnership Share Agreement will contain an undertaking by the Company to notify each Participant of any limit on the number of shares to be acquired:
If the Company receives applications for Partnership Shares in excess of the maximum number of Partnership Shares specified in respect of that invitation under rule 9.1 then the following steps will be taken in sequence until the excess number is eliminated:
If rule 9.2 applies each Partnership Share Agreement will be deemed to have been modified or withdrawn in accordance with rule 9.2 and each Participant will be notified of the change to their Partnership Share Agreement.
at any time before the end of the applicable Holding Period and any applicable Forfeiture Period has ceased, to agree to the Trustee disposing of any of a Participant's Shares in order to enable the Trustee to pay to the Employer Company an amount sufficient to enable the Employer Company to satisfy any obligation in accordance with Sections 509 to 514 of ITEPA unless such Eligible Employee pays to the Trustee a sum equal to the amount of such obligation,
PROVIDED THAT no Participant by virtue of the signature or execution of a contract of participation shall be precluded from directing the Trustee to dispose of their Matching Shares in the event of a Reconstruction or a Takeover affecting their Matching Shares.
2.1.1 directs the Trustee to transfer the Partnership Shares to which the Matching Shares relate to that Participant or another person;
2.1.2 assigns, charges or otherwise disposes of their beneficial interest in the Partnership Shares to which the Matching Shares relate;
For the purposes of this Part 4, a Participant shall not be treated as ceasing to be in Employment if they remain in the employment of the Company or any Associated Company.
For the purposes of this rule 1 an amount of cash dividend carried forward from an earlier cash dividend will be treated as reinvested before an amount derived from a later cash dividend.
1.5 The Trustee may treat a cash dividend as applied in acquiring Dividend Shares if they appropriate Shares already held by them.
1.6 The number of Dividend Shares appropriated to a Participant on any occasion by the Trustee shall be such number as can be acquired at the Market Value of the Shares on the date referred to in rule 1.4 above with the applicable amount of cash dividend received in respect of the Participant's Plan Shares on that occasion.
This rule 2 applies where the holders of any class of shares of which some are Plan Shares are offered the right to elect to receive shares, credited as fully paid in whole or in part, in lieu of a cash dividend. Within five working days or such other period as the Trustee may decide before the closing of the offer, the Participant may:
which instructions may be of particular or of general application and relate to Plan Shares appropriated before and after the relevant date of the scrip dividend. Any shares received by the Trustee on behalf of any Participant deriving from a scrip dividend shall not be Plan Shares and the Trustee shall use their reasonable endeavours to transfer such shares to the Participant (or their nominee) as soon as reasonably practicable, subject to the rules of the Plan.
| THIS DEED is made this on [Date] |
|---|
| BETWEEN |
| Compass Group Plc (registered number 04083914) (the Company); |
| Equiniti Share Plan Trustees Limited (registered number 03925002) (the Trustee); and |
| [NEW PARTICIPATING COMPANY] (registered number [ ]) |
| and is supplemental to the Deed and Schedule (the Trust Deed) of the Compass Group Share Incentive Plan (the Plan) executed by the Company and the Trustee on the [ ] 2025. |
| WHEREAS: |
| [New Participating Company] was incorporated on the [ ] 200[ ] and on [ ] 200[ ] became a Subsidiary of the Company; |
| [New Participating Company] wishes to become a Participating Company under, and to invite its Eligible Employees to participate in, the Plan. |
| NOW THIS DEED WITNESSETH as follows: |
| Terms and expressions used in this Deed will, unless the context otherwise requires, have the same meaning as in the Trust Deed. |
| [New Participating Company] agrees to become a Participating Company and to be bound by the terms of the Trust Deed. |
| IN WITNESS of which this Deed has been executed by the parties on the date written above. |
| EXECUTED and DELIVERED as a DEED by ) |
| [NEW PARTICIPATING COMPANY] ) |
| acting by ) |
| Director |
| Authorised signatory |
| EXECUTED and DELIVERED as a DEED by ) |
| COMPASS GROUP PLC ) |
| acting by ) |
| Director | |
|---|---|
| Authorised signatory | |
| Director | |
| Authorised signatory | |
| EXECUTED and DELIVERED as a DEED by ) | |
| Equiniti Share Plan Trustees Limited acting by ) | |
| Director |
Authorised signatory
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