Compass Group PLC

AGM Information • Feb 12, 2025

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

At the Annual General Meeting of the members of the Company duly convened and held at 12 noon on Thursday, 6 February 2025 in the Live Room at Rugby Football Union, Rugby House, Allianz Stadium, 200 Whitton Road, Twickenham, Middlesex TW2 7BA, Resolutions 1 to 22 were passed as Ordinary Resolutions, and Resolutions 23 to 26 were passed as Special Resolutions:

ORDINARY RESOLUTIONS

Annual Report and Accounts

1. To receive the Directors' Annual Report and Accounts and the Auditor's Report thereon for the financial year ended 30 September 2024.

Directors Remuneration Policy

1. To approve the Directors' Remuneration Policy set out on pages 97 to 106 of the Directors' Remuneration Report contained within the Annual Report and Accounts for the financial year ended 30 September 2024, such Directors' Remuneration Policy to take effect from the date on which this Resolution is passed.

Directors' Remuneration Policy

1. To receive the Directors' Remuneration Report contained within the Annual Report and Accounts for the financial year ended 30 September 2024.

Final Dividend

1. To declare a final dividend of 39.1 cents per ordinary share in respect of the financial year ended 30 September 2024 to be paid on 27 February 2025 to shareholders on the register at the close of business on 17 January 2025.

Election and re-election of directors

• 1. To elect Liat Ben-Zur as a director of the Company.
• 1. To elect Juliana Chugg as a director of the Company.
• 1. To re-elect Ian Meakins as a director of the Company.
• 1. To re-elect Dominic Blakemore as a director of the Company.
• 1. To re-elect Petros Parras as a director of the Company.
• 1. To re-elect Palmer Brown as a director of the Company.
• 1. To re-elect Stefan Bomhard as a director of the Company.
• 1. To re-elect John Bryant as a director of the Company.
• 1. To re-elect Arlene Isaacs-Lowe as a director of the Company.
• 1. To re-elect Anne-Françoise Nesmes as a director of the Company.
• 1. To re-elect Sundar Raman as a director of the Company.
• 1. To re-elect Leanne Wood as a director of the Company.

External auditor's reappointment and remuneration

• 1. 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 on behalf of the Board of Directors to agree the auditor's remuneration.

Political donations

• 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, to:
  2. 19.1 make donations to political parties or independent election candidates;
  3. 19.2 make donations to political organisations other than political parties; and
  4. 19.3 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 19 which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this Resolution.

The Compass Group PLC Long Term Incentive Plan 2018

1. To approve the amendments to the rules of The Compass Group PLC Long Term Incentive Plan 2018 as described in the explanatory notes to the resolutions on page 6 of the Notice of Meeting.

The Compass Group PLC Restricted Share Award Plan

1. That The Compass Group PLC Restricted Share Award Plan (RSA Plan), the principal terms of which are summarised in the explanatory note on pages 6 to 8 to this Resolution and as shown in the rules of the RSA Plan produced to the Meeting and initialled by the Chair of the Meeting for the purposes of identification, be and is hereby approved and that the directors be and are hereby authorised to do all such acts and things that they may consider appropriate to implement the RSA Plan, including the making of any amendments to the rules and the establishment of any sub-plans for the benefit of employees outside the UK (modified as necessary to take account of relevant exchange control, taxation and securities laws of the relevant jurisdiction).

Directors' authority to allot shares

22.

• 22.1 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, at close of business on 5 May 2026; and for that period the section 551 amount shall be £62,531,950.
• 22.2 In addition, the section 551 amount shall be increased by £62,531,950 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 and other pre-emptive issues:
• 22.2.1 to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
• 22.2.2 to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider 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

Disapplication of pre-emption rights

• 1. To authorise the directors, subject to the passing of Resolution 22, in accordance with the power conferred on the directors by article 13 of the Company's articles of association and pursuant to section 570 and section 573 of the Companies Act 2006, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
  2. 23.1 to allotments for rights issues and other pre-emptive issues as defined in the Company's articles of association; and
  3. 23.2 to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 23.1 above) up to a nominal amount of £18,751,850 being not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at 30 November 2024, being the last practicable date prior to the publication of this Notice,

such authority to expire at the end of the next Annual General Meeting of the Company, or, if earlier, at close of business on 5 May 2026, but in each case, prior to the expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

1. To authorise the directors, subject to the passing of Resolution 22 and in accordance with the power conferred on the directors by article 13 of the Company's articles of association and in addition to any authority granted under resolution 23 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

2. 24.1 limited to the allotment of equity shares or sale of treasury shares up to a nominal amount of £18,751,850 being not more than 10% of the issued ordinary share capital (excluding treasury shares) of the Company as at 30 November 2024, being the last practicable date prior to the publication of this Notice; and

3. 24.2 used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the directors determine to be an acquisition or a special capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the publication of this Notice,

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at close of business on 5 May 2026, but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Purchase of own shares

• 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 11 1/20 pence each in the capital of the Company subject to the following conditions:
  2. 25.1 the maximum aggregate number of ordinary shares hereby authorised to be purchased is 169,700,000;
  3. 25.2 the minimum price (excluding expenses) which may be paid for each ordinary share is 11 1⁄ ²⁰ pence;
  4. 25.3 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 on the trading venue where the purchase is carried out; and
  5. 25.4 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 close of business on 5 August 2026, 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).

Notice of meetings other than Annual General Meetings

1. To authorise the directors to call a general meeting of the Company, other than an Annual General Meeting, on at least 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.

Voting on all Resolutions was conducted by way of a poll.

By Order of the Board

................................................................ Alison Yapp Group General Counsel and Company Secretary

7 February 2025