Compass Group PLC

Regulatory Filings • Dec 22, 2025

PROSPECTUS SUPPLEMENT DATED 18 DECEMBER 2025 TO THE BASE PROSPECTUS DATED 13 JUNE 2025

COMPASS GROUP PLC

(incorporated with limited liability in England and Wales under registered number 04083914)

£6,000,000,000 Euro Medium Term Note Programme

This Prospectus Supplement (the "Supplement") to the Base Prospectus dated 13 June 2025 (the "Base Prospectus"), which comprises a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"), constitutes a supplementary prospectus for the purposes of Article 23 of the UK Prospectus Regulation and is prepared in connection with the £6,000,000,000 Euro Medium Term Note Programme (the "Programme") established by Compass Group PLC ("Compass PLC" and the "Issuer"). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. The Financial Conduct Authority, as the UK competent authority under the UK Prospectus Regulation, has approved this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus issued by the Issuer and any other supplements to the Base Prospectus issued by the Issuer. Capitalised terms used herein and not otherwise defined have the meaning given to them in the Base Prospectus.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect its import.

Purpose of this Supplement

The purpose of this Supplement is to:

• a) incorporate by reference certain parts of the Issuer's annual report for the financial year ended 30 September 2025;
• b) incorporate a "Recent Developments" section in the Base Prospectus to refer to recent significant business developments; and
• c) update the "Significant or Material Change" statement in the "General Information" section of the Base Prospectus.

Information Incorporated by reference

On 17 December 2025, the Issuer published its annual report for the financial year ended 30 September 2025 (the "2025 Annual Report"). A copy of the 2025 Annual Report has been filed with the Financial Conduct Authority and, by virtue of this Supplement, the audited consolidated financial statements (including the auditors' report thereon and notes thereto) on pages 85 to 169 of the 2025 Annual Report, which have been prepared in accordance with UK-adopted international accounting standards, are incorporated in, and form part of, the Base Prospectus.

A copy of the 2025 Annual Report which is incorporated by reference in the Base Prospectus is available at https://www.compass-group.com/content/dam/compassgroup/corporate/oar-2025/oar-page/annual-report-2025.pdf

Recent Developments

The following information is inserted under a new heading "Recent Developments" before the heading "Administrative, Management and Supervisory Bodies" on page 90 of the Base Prospectus:

In July 2025, the Group announced that it had agreed to acquire Vermaat Group, a leading foodservice business operating in the Netherlands, Belgium, France and Germany, subject to regulatory approval, for an enterprise value of approximately €1.5 billion (\$1.8 billion). Following receipt of regulatory approval, the transaction completed on 15 December 2025. Vermaat Group brings new talent and capabilities to the Group, which is intended to provide an even stronger foundation for growth in Europe.

General Information

Significant/Material Change

Other than completion of the acquisition described above under the heading "Recent Developments", since 30 September 2025 there has been no significant change in the financial position or financial performance of the Group. Since 30 September 2025 there has been no material adverse change in the prospects of the Issuer.

General

To the extent that there is any inconsistency between (i) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (ii) any other statement in, or incorporated by reference into, the Base Prospectus, the statements in (i) will prevail.

Any documents themselves incorporated by reference in the document incorporated by reference into the Base Prospectus by this Supplement shall not form part of this Supplement. Any non-incorporated parts of the document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in the Base Prospectus. Unless expressly stated otherwise in this Supplement or the Base Prospectus, the content of websites or URLs referred to in this Supplement, or in the document incorporated by reference by virtue of this Supplement, does not form part of this Supplement or the Base Prospectus and has not been scrutinised or approved by the Financial Conduct Authority.

Save as disclosed in this Supplement there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Base Prospectus.