Compass Group PLC — Capital/Financing Update 2025

Jun 24, 2025

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, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU 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 EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the Financial Services and Markets Act 2000 (the "FSMA") to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

EU MiFID II product governance/Professional investors and ECPs only target market – Solely for the purposes of the 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 EU 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 manufacturer's target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MiFIR 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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 20 June 2025

Compass Group PLC

Legal Entity Identifier (LEI): 2138008M6MH9OZ6U2T68

£6,000,000,000 Euro Medium Term Note Programme (the "Programme")

Issue of EUR 700,000,000 3.125 per cent. Notes due 2032

PART A – CONTRACTUAL TERMS

The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in the UK of the Notes may only do so in circumstances in which no obligation

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arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer 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 13 June 2025 (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8.1 of the UK Prospectus Regulation. These Final Terms contain the final terms of the Notes and must be read in conjunction with such Base Prospectus.

The Base Prospectus is available for viewing at https://www.compass-group.com/content/dam/compass-group/corporate/Investors/debt-investors/emtn-2025/Compass_EMTN_2025_Base_Prospectus.pdf.

1. Issuer Compass Group PLC
2. (i) Series Number: 14
   (ii) Tranche: 1
   (iii) Date on which Notes become fungible: Not Applicable
3. Specified Currency or Currencies: Euro ("EUR")
4. Aggregate Nominal Amount:
   (i) Series: EUR 700,000,000
   (ii) Tranche: EUR 700,000,000
5. Issue Price: 99.186 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) Trade Date: 17 June 2025
   (ii) Issue Date: 24 June 2025
   (iii) Interest Commencement Date: Issue Date
8. Maturity Date: 24 June 2032
9. Interest Basis: 3.125 per cent. Fixed Rate
10. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
11. Change of Interest: Not Applicable
12. Put/Call Options: Issuer Call
    Clean-up Call Option

13. Date Board approval for issuance of Notes obtained: 7 and 8 May 2025 and 16 June 2025

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions
   Applicable
   (i) Rate of Interest: 3.125 per cent. per annum payable in arrear on each Interest Payment Date
   (ii) Interest Payment Date(s): 24 June in each year, from (and including) 24 June 2026 up to (and including) the Maturity Date
   (iii) Fixed Coupon Amount: EUR 31.25 per Calculation Amount
   (iv) Broken Amount(s): Not Applicable
   (v) Day Count Fraction: Actual/Actual (ICMA)

2. Floating Rate Note Provisions
   Not Applicable

3. Zero Coupon Note Provisions
   Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Call Option
   Applicable
   (i) Optional Redemption Date(s): Any date from and including the Issue Date to, but excluding, the Maturity Date
   (ii) Optional Redemption Amount(s) of each Note: Make-Whole Redemption Amount
   (a) Redemption Margin: 0.150 per cent.
   (b) Reference Bond: DBR 0 per cent. due 15 February 2032
   (c) Quotation Time: 11 a.m. CET
   (d) Par Redemption Date: 24 March 2032
   (iii) Redeemable in part: Not Applicable
   (iv) Notice period: Condition 9(c) is applicable

2. Put Option: Not Applicable

3. Clean-up Call Option: Applicable
   (i) Clean-up Call Threshold: 25.00 per cent.
   (ii) Optional Redemption Amount (Clean-up Call): EUR 1,000 per Calculation Amount
   (iii) Notice period (if different from the Conditions): Not Applicable – in line with Condition 9(f) (Clean-up Call)

4. Final Redemption Amount of each Note: EUR 1,000 per Calculation Amount

5. Early Redemption Amount
   Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early: EUR 1,000 per Calculation Amount

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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):
   London

4. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
   No

THIRD-PARTY INFORMATION

The descriptions of the ratings definitions of S&P (as defined below) provided under 'Ratings' below have been extracted from the website of S&P specified under 'Ratings' below. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from the information published by S&P, no facts have been omitted which would render the reproduced information inaccurate or misleading.

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Signed on behalf of Compass Group PLC:

By: /s/
Duly authorised

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PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

Listing and Admission to trading: Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Main Market and to the official list of the United Kingdom Financial Conduct Authority with effect from the Issue Date

1. RATINGS

Ratings: The Notes to be issued are expected to be rated:

S&P Global Ratings UK Limited ("S&P"): A

S&P is established in the UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK CRA Regulation"). S&P appears on the latest update of the list of registered credit rating agencies (as of 12 June 2025) on the FCA's Financial Services Register.

The rating S&P has given to the Notes to be issued under the Programme is endorsed by S&P Global Ratings Europe Limited, which is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation").

In accordance with S&P's ratings definitions available as at the date of these Final Terms on https://www.standardandpoors.com/en_US/web/guest/article/-/view/sourceId/504352, an obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong.

1. REASONS FOR THE OFFER AND USE OF PROCEEDS

See "Use of Proceeds" wording in the Base Prospectus.

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

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

1. TOTAL EXPENSES AND NET PROCEEDS

(i) Estimated Net Proceeds: EUR 692,552,000
(ii) Estimated total expenses: £6,350

1. YIELD

Indication of yield: 3.257 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

1. OPERATIONAL INFORMATION

ISIN Code: XS3100101206

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Common Code: 310010120

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. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

Relevant Benchmark: Not Applicable

1. DISTRIBUTION

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

(ii) If syndicated, names and addresses of Managers and underwriting commitments: Mizuho International plc
30 Old Bailey
London
EC4M 7AU

NatWest Markets Plc
250 Bishopsgate
London
EC2M 4AA

UniCredit Bank GmbH
Arabellastr. 12
81925 Munich
Germany

Wells Fargo Securities International Limited
33 King William Street
London
EC4R 9AT

(iii) Stabilising Manager(s) (if any): Not Applicable

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

(v) Additional selling restrictions: Not Applicable

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

(vii) Prohibition of Sales to UK Retail Investors: Applicable

(viii) Prohibition of Sales to Belgian Consumers: Applicable

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