Compass Group PLC — Capital/Financing Update 2018

Sep 4, 2018

EXECUTION VERSION

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). No key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

MiFID II product governance/Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Final Terms dated 3 September 2018

Compass Group PLC
Legal Entity Identifier (LEI): 2138008M6MH9OZ6U2T68

Compass Group International B.V.
Legal Entity Identifier (LEI): 213800QX2L9L8MLTSS62

Compass Group Finance Netherlands B.V.
Legal Entity Identifier (LEI): 213800YZZX39WY5G7M06

£4,000,000,000 Euro Medium Term Note Programme (the "Programme") unconditionally and irrevocably guaranteed, in the case of Notes issued by Compass Group International B.V. and Compass Group Finance Netherlands B.V., by Compass Group PLC

Compass Group Finance Netherlands B.V.
issue of EUR 500,000,000 1.500 per cent. Guaranteed Notes due 2028
guaranteed by Compass Group PLC

PART A – CONTRACTUAL TERMS

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Directive 2003/71/EC (each, a "Relevant Member State") will be made

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pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer, the Guarantor, or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as defined below) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer, the Guarantor nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer, the Guarantor or any Dealer to publish or supplement a prospectus for such offer.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the base prospectus dated 19 July 2018 (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Notes and must be read in conjunction with such Base Prospectus.

Full information on the Issuer, the Guarantor and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the market news section of the London Stock Exchange website (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

1. (i) Issuer: Compass Group Finance Netherlands B.V.
   (ii) Guarantor Compass Group PLC

2. (i) Series Number: 9
   (ii) Tranche: 1
   (iii) Date on which Notes become Not Applicable fungible:

3. Specified Currency or Currencies: Euro ("EUR" or "€")

4. Aggregate Nominal Amount: EUR 500,000,000

5. Issue Price: 99.403 per cent. of the Aggregate Nominal Amount

6. (i) Specified Denominations: EUR 100,000 plus integral multiples of EUR 1,000 in excess thereof
   (ii) Calculation Amount: EUR 1,000

7. (i) Issue Date: 5 September 2018
   (ii) Interest Commencement Issue Date Date:

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1. Maturity Date: 5 September 2028
2. Interest Basis: 1.500 per cent. Fixed Rate
3. Redemption/Payment Basis: Redemption at par
4. Change of Interest: Not Applicable
5. Put/Call Options: Call Option applicable, see item 17 below
6. Date approval for issuance of Notes obtained: 31 August 2018

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions Applicable

(i) Rate of Interest: 1.500 per cent. per annum payable in arrear on each Interest Payment Date
(ii) Interest Payment Date(s): 5 September in each year
(iii) Fixed Coupon Amount: EUR 15.00 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual (ICMA)

1. Floating Rate Note Provisions Not Applicable
2. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Call Option Applicable

(i) Optional Redemption Date(s): Par Call: Any date from and including 5 June 2028 to, but excluding, the Maturity Date.

Make-Whole Call: Any date from the Issue Date to, but excluding, 5 June 2028.

(ii) Optional Redemption Amount(s) of each Note: Par Call: EUR 1,000 per Calculation Amount

Make-Whole Call: the Make-Whole Redemption Amount

(a) Redemption Margin: 0.20 per cent.
(b) Reference Bond: DBR 0.250 per cent. due August 2028

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(c) Quotation Time: 11 a.m. CET
(d) Par Redemption Date: 5 June 2028

(iii) Redeemable in part: Not Applicable
(iv) Notice period: Condition 9(c) is applicable

1. Put Option: Not Applicable
2. Final Redemption Amount of each Note: EUR 1,000 per Calculation Amount
3. Early Redemption Amount: EUR 1,000 per Calculation Amount

Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Bearer Notes:
   Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances described in the Permanent Global Note

2. New Global Note: Yes

3. Additional Financial Centre(s): Not Applicable
4. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No

THIRD PARTY INFORMATION

Not Applicable.

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Signed on behalf of Compass Group Finance Netherlands B.V.: as Issuer

By:

Signed on behalf of Compass Group PLC: as Guarantor

By:

FINAL TERMS – SIGNATURE PAGE – EUR NOTES

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Signed on behalf of Compass Group Finance Netherlands B.V.: as Issuer

By: _________
Duly authorised

By: _________
Duly authorised

Signed on behalf of Compass Group PLC: as Guarantor

By: _________
Duly authorised

FINAL TERMS – SIGNATURE PAGE – EUR NOTES

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EXECUTION VERSION

PART B–OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading
Application will be made by Compass Group Finance Netherlands B.V. (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and have been admitted to the official list of the United Kingdom Listing Authority with effect from the Issue Date.

2. RATINGS

Ratings:
The Notes to be issued have been rated:
S&P: A (stable)
Moody's: A3 (stable)

3. REASONS FOR THE OFFER AND USE OF PROCEEDS

General corporate purposes.

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in "Subscription and Sale", so far as the Issuer and the Guarantor are aware, no person involved in the offer of the Notes has an interest material to the offer

5. TOTAL EXPENSES AND NET PROCEEDS

(i) Total Net Proceeds
EUR 495,640,000

(ii) Estimated total expenses:
GBP 4,500

6. YIELD

Indication of yield:
1.565 per cent. per annum

7. OPERATIONAL INFORMATION

ISIN Code:
XS1876069185

Common Code:
187606918

FISN:
COMPASS GROUP F/1EMTN 20280905

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EXECUTION VERSION

CFI Code: DTFXFB

Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): Not Applicable

Delivery: Delivery against payment

Names and addresses of additional Paying Agent(s) (if any): Not Applicable

Intended to be held in a manner which would allow Eurosystem eligibility: Yes

Relevant Benchmark: Not Applicable

8. DISTRIBUTION

(i) US Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

(ii) If syndicated, names and addresses of Managers and underwriting commitments: The Joint Lead Managers

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom

Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom

NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom

Société Générale
Tours Société Générale
17 cours Valmy
92987 Paris La Défense Cedex
France

(iii) Stabilising Manager(s) (if any): BNP Paribas

(iv) If non-syndicated, name and address of relevant Dealer: Not Applicable

(v) Additional selling restrictions: Not Applicable

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EXECUTION VERSION

(vi) Prohibition of Sales to EEA Applicable Retail Investors:

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