Compass Group PLC — AGM Information 2014

Jun 12, 2014

Company Number 4083914

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ORDINARY & SPECIAL RESOLUTIONS

OF COMPASS GROUP PLC (the "Company")

At the General Meeting of the members of the Company duly convened and held at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ on Wednesday 11 June 2014 Resolution 3 was passed as an Ordinary Resolution and Resolutions 1, 2, 4 and 5 were passed as Special Resolutions:

SPECIAL RESOLUTION Resolution 1: to approve and adopt the New Articles of Association

Conditional upon the passing of Resolution 2 and to the New Ordinary Shares (as defined below) being admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities by or as soon as practicable after 8.00 a.m. on Tuesday 8 July 2014 (or such later time and/or date as the directors may in their absolute discretion determine) ("Admission"), the draft articles of association produced to the meeting, marked "A" and signed by the Chairman of the meeting for identification purposes, (the "New Articles of Association") be and are hereby approved and adopted as the articles of association of the Company with effect from Admission in substitution for, and to the exclusion of, all existing articles of association of the Company.

SPECIAL RESOLUTION

Resolution 2: to capitalise reserves and grant directors authority to allot B Shares and C Shares

Conditional upon the passing of Resolution 1 and Admission occurring by or as soon as practicable after 8.00 a.m. on Tuesday 8 July 2014 (or such later time and/or date as the directors may in their absolute discretion determine):

• the directors of the Company be and are hereby generally and unconditionally $(a)$ authorised:
• to capitalise a sum not exceeding £406,800,000 standing to the credit of the $(i)$ Company's share premium account and to apply such sum in paying up in full up to the maximum number of redeemable preference shares of 56 pence each in the capital of the Company carrying the rights and restrictions set out in article 216 of the New Articles of Association (the "B Shares") that may be allotted pursuant to the authority given by sub-paragraph (iii)(A) below;

• to capitalise a sum not exceeding £180,000 standing to the credit of the $(ii)$ Company's share premium account and to apply such sum in paying up in full up to the maximum number of non-cumulative non-redeemable preference shares of 0.0001 pence each in the capital of the Company carrying the rights and restrictions set out in article 229 of the New Articles of Association (the "C Shares") that may be allotted pursuant to the authority given by sub-paragraph $(iii)(B)$ below; and

• pursuant to section 551 of the Companies Act 2006 (the "CA 2006"), to exercise $(iii)$ all powers of the Company to allot and issue credited as fully paid up (provided that the authority hereby confirmed shall expire at the conclusion of the next annual general meeting of the Company):

• (A) B Shares up to an aggregate nominal amount of £406,800,000; and
• (B) C Shares up to an aggregate nominal amount of £180,000,

to the holders of the ordinary shares of 10 pence in the capital of the Company (the "Existing Ordinary Shares") on the basis of one B Share or one C Share for each Existing Ordinary Share held and recorded on the register of members of the Company at 6.00 p.m. on Monday 7 July 2014 (or such other time and/or date as the directors may in their absolute discretion determine), in accordance with (I) the terms of the circular sent by the Company to its shareholders on 19 May 2014 (the "Circular"), (II) the directors' determination (as described in the Circular) as to the number of B Shares and C Shares to be allotted and issued and (III) subject to the terms set out in the Circular and the aforementioned directors' determination, valid elections made (or deemed to be made) by the holders of the Existing Ordinary Shares pursuant to the terms of the Circular as to whether to receive B Shares and/or C Shares;

• each Existing Ordinary Share, as shown in the register of members of the Company at $(b)$ 6.00 p.m. on Monday 7 July 2014 (or such other time and/or date as the directors may in their absolute discretion determine), be and is hereby sub-divided into 16 undesignated shares of 0.625 pence each in the capital of the Company (each an "undesignated share") and forthwith upon such sub-division every 17 undesignated shares of 0.625 pence each be and are hereby consolidated into one new ordinary share of 10 % pence each in the capital of the Company (each a "New Ordinary Share"), provided that, where such consolidation would result in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share (if any) to which other members of the Company would be similarly so entitled and the directors of the Company be and are hereby authorised to sell (or appoint any other person to sell) to any person all the New Ordinary Shares representing such fractions at the best price reasonably obtainable, and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant members who would otherwise be entitled to the fractions so sold, save that any fraction of a penny which would otherwise be payable shall be rounded down in accordance with the usual practice of the registrar of the Company and the relevant member shall not be entitled thereto (and, for the purposes of implementing the provisions of this paragraph, any director or the Company Secretary of the Company (or any person appointed by the directors of the Company) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such New Ordinary Shares on behalf of the relevant member(s) and to do all acts and things the directors consider necessary or desirable to effect the transfer of such New Ordinary Shares to, or in accordance with the directions of, any buyer of such New Ordinary Shares);
• the directors of the Company be and are hereby authorised to do all such things as $(c)$ they consider necessary or expedient to transfer the deferred shares (if any) arising on reclassification of the C Shares in accordance with the New Articles of Association; and
• the terms of the option agreement dated 8 May 2014 between Barclays Bank PLC and $(d)$ the Company (a copy of which is produced to the meeting and initialled for the purposes of identification by the Chairman) under which (I) Barclays Bank PLC will be entitled to require the Company to purchase C Shares from Barclays Bank PLC, and (II) on such date(s) as may be specified by the Company, Barclays Bank PLC undertakes to sell all the deferred shares then in issue into which C Shares have, under the terms of the New

Articles of Association, been automatically reclassified (the "Option Agreement"), be and are hereby approved and authorised for the purposes of section 694 of the CA 2006 and otherwise, but so that such approval and authority shall expire at the conclusion of the next annual general meeting of the Company.

ORDINARY RESOLUTION

Resolution 3: Ordinary resolution to grant directors authority to allot equity securities

Conditional upon the passing of Resolutions 1 and 2 and Admission occurring by or as soon as practicable after 8.00 a.m. on Tuesday 8 July 2014 (or such later time and/or date as the directors may in their absolute discretion determine), and in substitution for all subsisting authorities to the extent unused other than in respect of any allotments made pursuant to offers or agreements made prior to the expiry of the authority pursuant to which such offers or agreements were made), to renew the power conferred on the directors by Article 12 of the New Articles of Association for a period expiring, unless previously renewed, revoked or varied by Shareholders, at the conclusion of the next annual general meeting of the Company after the date on which this Resolution is passed or, if earlier. 10 September 2015: for that period the Section 551 amount shall be £59,491,033 and in addition, the Section 551 amount shall be increased by £59,491,033, provided that the directors' power in respect of such latter amount shall only be used in connection with a rights issue:

• to holders of ordinary shares in proportion (as nearly as may be practicable) to their $(a)$ existing holdings; and
• to holders of other equity securities as required by the rights of those securities or as $(b)$ the Board otherwise considers necessary,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary to deal with fractional entitlements, legal or practical problems under the laws of, or the requirements of, any relevant regulatory body or stock exchange, any territory, or any matter whatsoever.

SPECIAL RESOLUTION Resolution 4: Special resolution to disapply pre-emption rights

Conditional upon the passing of Resolutions 1, 2 and 3 and Admission occurring by or as soon as practicable after 8.00 a.m. on Tuesday 8 July 2014 (or such later time and/or date as the directors may in their absolute discretion determine), and in substitution for all subsisting authorities to the extent unused other than in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution, to renew the power conferred on the directors by Article 13 of the New Articles of Association, such authority to apply, unless previously renewed, revoked or varied by Shareholders until the conclusion of the next annual general meeting of the Company after the date on which this Resolution is passed or, if earlier, 10 September 2015 and for that period the Section 561 amount is £8,923,651.

SPECIAL RESOLUTION Resolution 5: Special resolution to repurchase shares

THAT, subject to and conditional upon the passing of Resolutions 1 and 2 above and Admission occurring by or as soon as practicable after 8.00 a.m. on Tuesday 8 July 2014 (or such later time and/or date as the directors may in their absolute discretion determine), and in substitution for all subsisting authorities to the extent unused other than in respect of any market purchases made pursuant to offers or agreement made prior to the passing of this

resolution, the Company shall be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Section 701 of the CA 2006, to make market purchases (within the meaning of Section 693(4) of the CA 2006 of New Ordinary Shares (as defined in Resolution 1)) subject to the following conditions:

• the maximum aggregate number of New Ordinary Shares hereby authorised to be $(a)$ purchased is 167,974,500;
• the minimum price (excluding expenses) which may be paid for each New Ordinary $(b)$ Share is $10^{5/8}$ pence per share:
• the maximum price (excluding expenses) which may be paid for each New Ordinary $(c)$ Share in respect of a New Ordinary Share contracted to be purchased on any day, does not exceed the higher of (i) 105 per cent of the average of the middle market quotations for a New Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (ii) the higher of the price of the last independent trade and the highest current independent bid for a New Ordinary Share as derived from the London Stock Exchange Trading System; and
• this authority will expire, unless previously renewed, varied or revoked by the $(d)$ Company, at the conclusion of the next annual general meeting of the Company in 2015 or on 10 September 2015, whichever is earlier (except in relation to the purchase of New Ordinary Shares, the contract for which was concluded prior to the expiry of this authority and which will or may be executed wholly or partly after the expiry of this authority).

Mhshiril

Mark J White General Counsel & Company Secretary Date: 12 June 2014