Compass Group PLC — AGM Information 2015

Feb 6, 2015

Company Number 4083914

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

ORDINARY & SPECIAL RESOLUTIONS

of

COMPASS GROUP PLC

(the "Company")

At the fourteenth Annual General Meeting of the members of the Company duly convened and held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Thursday 5 February 2015, Resolutions 17, 18 and 19 were passed as Ordinary Resolutions and Resolutions 20, 21 and 22 were passed as Special Resolutions:

ORDINARY RESOLUTIONS

Resolution 17 - Donations to Political Parties

To authorise the Company and any company which is, or becomes a subsidiary of the Company during the period to which this Resolution relates to:

• $17.1$ make donations to political or independent election candidates;
• $17.2$ make donations to political organisations other than political parties; and
• $17.3$ incur political expenditure,

during the period commencing on the date of this Resolution and ending on the date of the Company's next Annual General Meeting, provided that any such donations and expenditure made by the Company, or by any such subsidiary, shall not exceed £100,000 per company and, together with those made by any such subsidiary and the Company shall not exceed in aggregate £100,000.

Any terms used in this resolution which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purpose of this Resolution 17.

Resolution 18 - Approve changes to Compass Group PLC LTIP 2010

That the amendments to the rules of the Compass Group PLC Long Term Incentive Plan 2010 (LTIP), described in the notes to the Resolutions contained in the Notice of Meeting be and are hereby approved and to authorise the directors to adopt the changes to the LTIP and to do all things necessary to implement the changes.

Resolution 19 - Directors' Authority to Allot Shares

• $19.1$ To renew the power conferred on the directors by Article 12 of the Company's Articles of Association for a period expiring at the end of the next Annual General Meeting of the Company after the date on which this Resolution is passed or, if earlier, 4 May 2016; for that period the section 551 amount shall be £59,128,125.
• $19.2$ In addition, the section 551 amount shall be increased by £59,128,125 provided that the directors' power in respect of such latter amount shall only be used in connection with a rights issue:
• 19.2.1 to holders of ordinary shares in proportion (as nearly may be practicable) to their existing holding; and
• 19.2.2 to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and 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 RESOLUTIONS

Resolution 20 - Disapplication of Pre-emption Rights

To renew, subject to the passing of Resolution 19 above, the power conferred on the directors by Article 13 of the Company's Articles of Association, such authority to apply until the conclusion of the next Annual General Meeting of the Company after the date on which this Resolution is passed or, if earlier, 4 May 2016 and for that period the section 561 amount is £8,868,688.

Resolution 21 - Purchase of own shares

To generally and unconditionally authorise the Company, pursuant to and in accordance with section 701 of the Companies Act 2006, to make market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 10 5/8 pence each in the capital of the Company subject to the following conditions:

• $21.1$ the maximum aggregate number of ordinary shares hereby authorised to be purchased is 166,950,000;
• $21.2$ the minimum price (exclusive of expenses) which may be paid for each ordinary share is 10 5/8 pence;
• $21.3$ the maximum price (exclusive of expenses) which may be paid for each ordinary share is, in respect of a share contracted to be purchased on any day, (1) an amount equal to 105% of the average middle market quotations for an 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 (2) the higher of the price of the

last independent trade and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System; and

$21.4$ this authority shall expire, unless previously renewed, varied or revoked by the Company, at the conclusion of the next Annual General Meeting of the Company or 4 August 2016, whichever is the earlier (except in relation to the purchase of 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).

Resolution 22 - Notice of Meetings other than Annual General Meetings

To authorise the directors to call a general meeting of the Company, other than an Annual General Meeting, on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this Resolution.

Marius

Mark J White General Counsel & Company Secretary Date: 6 February 2015