Compass Group PLC — AGM Information 2016

Feb 4, 2016

Company Number 4083914

THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ORDINARY & SPECIAL RESOLUTIONS of COMPASS GROUP PLC (the "Company")

At the fifteenth Annual General Meeting of the members of the Company duly convened and held at the Live Room, Rugby Football Union, Rugby House, Twickenham Stadium, 200 Whitton Road, Twickenham, Middlesex TW2 7BA on Thursday 4 February 2016 at 12 noon, twenty-one Resolutions were passed, of which, Resolutions 19, 20, and 21 were passed as Special Resolutions and the remaining Resolutions were passed as Ordinary Resolutions:

• $1$ To receive and adopt the Directors' Annual Report and Accounts and the Auditor's Report thereon for the financial year ended 30 September 2015.
• $2.$ To receive and adopt the Directors' Remuneration Report for the financial year ended 30 September 2015.
• $3.$ To declare a final dividend of 19.6 pence per ordinary share in respect of the financial year ended 30 September 2015.
• 1. To elect Nelson Silva as a director of the Company.
• $5₁$ To elect Johnny Thomson as a director of the Company.
• 1. To elect Ireena Vittal as a director of the Company.
• 1. To re-elect Dominic Blakemore as a director of the Company.
• 1. To re-elect Richard Cousins as a director of the Company.
• $9₁$ To re-elect Gary Green as a director of the Company.
• 1. To re-elect Carol Arrowsmith as a director of the Company.
• 1. To re-elect John Bason as a director of the Company.
• 1. To re-elect Susan Murray as a director of the Company.
• $13₁$ To re-elect Don Robert as a director of the Company.
• $14.$ To re-elect Paul Walsh as a director of the Company.
• $15.$ To reappoint KPMG LLP as the Company's auditor until the conclusion of the next Annual General Meeting of the Company.
• 1. To authorise the Audit Committee to agree the auditor's remuneration.
• 1. To authorise the Company and any company which is, or becomes, a subsidiary of the Company during the period to which this Resolution relates $\mathsf{to}$ :
• $17.1$ make donations to political parties 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 purposes of this Resolution 17.

• 1. 18.1 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, 3 May 2017; and for that period the section 551 amount shall be £58,244,125.
• 18.2 In addition, the section 551 amount shall be increased by £58,244,125, 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, provided that the directors' power in respect of such latter amount shall only be used in connection with a rights issue:

• 18.2.1 to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
• 18.2.2 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

• 1. To authorise the directors, subject to the passing of Resolution 18 above, and in accordance with 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, 3 May 2017 to disapply pre-emption rights up to an aggregate nominal value of £17,472,812 (which includes the sale on a non preemptive basis of any shares held in treasury) representing approximately 10% of the issued ordinary share capital of the Company as at 1 December 2015, being the last practicable date prior to the publication of this Notice and for that period the section 561 amount is £17,472,812.
• 1. 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 $10\%$ pence each in the capital of the Company subject to the following conditions:
• $20.1$ the maximum aggregate number of ordinary shares hereby authorised to be purchased is $164,450,000$ ;
• 20.2 the minimum price (excluding expenses) which may be paid for each ordinary share is 10% pence;
• $20.3$ the maximum price (excluding expenses) which may be paid for each

ordinary share in respect of a share contracted to be purchased on any day. does not exceed the higher of $(1)$ an amount equal to 105% of the average of the 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

• 20.4 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 3 August 2017, 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).
• 1. To authorise the directors to call a general meeting of the Company, other than an Annual General Meeting, on not less than 14 clear working 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.

MWWW . . . . . . . . . . . . . . . . . . . . Mark J White General Counsel & Company Secretary

Date: 5 February 2016