Compass Group PLC

Proxy Solicitation & Information Statement • Dec 18, 2017

ATTENDANCE CARD Compass Group PLC (the Company) – ANNUAL GENERAL MEETING (AGM)

The proxy may be completed on the internet by going to www.signalshares.com and logging into your share portal account or registering for the share portal if you have not already done so. To register for the share portal you will need your investor code set out below. Once registered you will be able to vote immediately.

The AGM (Meeting) is to be held at 12 noon on Thursday 8 February 2018 in the Live Room at Rugby Football Union, Rugby House, Twickenham Stadium, 200 Whitton Road, Twickenham, Middlesex TW2 7BA.

If you wish to attend this Meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to the Company's registrar. This will facilitate entry to the Meeting.

Please note that the Meeting is a private meeting for shareholders, proxies and other duly authorised representatives. Non-shareholders, including spouses and partners are not entitled as of right to attend the Meeting.

Signature of Bar code: person attending

Investor code:

NOTICE OF AVAILABILITY – NOTICE OF AGM AND 2017 ANNUAL REPORT

IMPORTANT – Please read carefully.

You can now access the 2017 Annual Report and Notice of AGM on the Company's website at www.compass-group.com.

If you wish to receive a paper copy of the Annual Report, please contact Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Please note the deadline for receiving proxies is 12 noon on Tuesday 6 February 2018.

Compass Group PLC (the Company) – ANNUAL GENERAL MEETING

I/We being a member(s) of the Company hereby appoint the Chairman of the Meeting OR (see note 1)

FORM OF PROXY

Bar code:

Investor code:

Event code:

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 12 noon on Thursday 8 February 2018 in the Live Room at Rugby Football Union, Rugby House, Twickenham Stadium, 200 Whitton Road, Twickenham, Middlesex TW2 7BA (the Meeting) (AGM), or at any adjournment thereof. I/We have indicated with an 'X' how I/we wish my/our votes to be cast on the Resolutions set out below and I/we direct that my/our proxy will vote (or abstain from voting) as he/she thinks fit for me/us and on my/our behalf on any other matter which may properly come before the AGM or any adjournment thereof.

Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to note 1.

Withheld

	RESOLUTIONS	Please mark 'X' to indicate how you wish to vote	For	Against	Withheld Vote	RESOLUTIONS
1		Receive and adopt the Directors' Annual Report and Accounts and the Auditor's Report thereon
2		Receive and adopt the Remuneration Policy
3		Receive and adopt the Directors' Remuneration Report
4		Declare a final dividend on the ordinary shares
5	Re-elect Dominic Blakemore as a director
6	Re-elect Richard Cousins as a director
7	Re-elect Gary Green as a director
8	Re-elect Johnny Thomson as a director
9	Re-elect Carol Arrowsmith as a director
	10 Re-elect John Bason as a director
	11 Re-elect Stefan Bomhard as a director
	12 Re-elect Don Robert as a director

		Please mark 'X' to indicate how you wish to vote	For
	13 Re-elect Nelson Silva as a director
	14 Re-elect Ireena Vittal as a director
	15 Re-elect Paul Walsh as a director
	16 Re-appoint KPMG LLP as auditor
	17 Authorise the Audit Committee to agree the auditor's remuneration
	18 Donations to EU political organisations
		19 Adopt the Compass Group PLC Long Term Incentive Plan 2018
	20 Authority to allot shares
		21 Special Resolution – authority to allot shares for cash
	cash in limited circumstances	22 Special Resolution – additional authority to allot shares for
		23 Special Resolution – authority to purchase shares
		24 Special Resolution – reduce general meeting notice periods

To assist with arrangements, if you anticipate attending the Meeting in person please place an 'X' in the box opposite

Against Vote Withheld

Notes

• 1. You are entitled to appoint a proxy or proxies, who need not be a member of the Company, or the Chairman of the Meeting, to exercise all or any of your rights to attend, speak and vote. You may appoint more than one proxy, provided that each proxy is appointed in respect of a different share or shares. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided and delete the reference to the Chairman. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement. If you appoint more than one proxy, additional proxy forms may be obtained by contacting Link Asset Services on Freephone 0800 280 2545 or you may photocopy this form. Please indicate by ticking the box provided if the instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. For each Resolution, please indicate with an 'X' in the box provided how you wish to vote. If you fail to select any of the given options on a particular Resolution, the proxy will vote or abstain as he/she thinks fit in respect of your shareholding. Your proxy will also have discretion to vote as he/she thinks fit on any other business which may properly come before the Meeting or an adjourned Meeting including amendments to resolutions and on any proposed adjournment of the AGM.
• 1. In the case of joint shareholders, the signature of any of them will suffice, but the names of all joint holders should be shown, and the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
• 1. A corporation may appoint more than one corporate representative provided that they do not exercise their powers differently in relation to the same shares. A corporation's Form of Proxy must be executed under the company seal, if any, or signed by a duly authorised officer (stating the officer's capacity).
• 1. To be valid, the Form of Proxy must be signed, dated and lodged, together with the power of attorney or other written authority (if any) under which it is signed or an office or notarially certified copy of such power or authority, no later than 48 hours before the time of the AGM, excluding non-business days (or adjourned AGM at which the person named on the form proposed to vote) with the Company's registrar, Link Asset Services, at PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, UK.
• 1. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the AGM (or adjourned AGM) if you wish.
• 1. The 'Vote Withheld' option is provided to enable you to abstain on any particular Resolution. It should, however, be noted that it is not a vote in law and will not be counted in the proportion of the votes 'For' and 'Against' a Resolution.
• 1. You should return the Form of Proxy in the envelope provided and return it to Freepost RLUB-TBUX-EGUC, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, UK. There is no postage to pay if posted in the UK. Shareholders outside the UK can reply by posting the Form of Proxy in a separate envelope to Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, UK.
• 1. A shareholder may use www.signalshares.com for the receipt of any documents or information relating to proxies for the AGM (such as the appointment or notice of termination of the authority of any proxy for the AGM or any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy). You may not use this address to communicate with the Company for any purposes other than those expressly stated.
• 1. Please see the AGM Notice for further advice on how to appoint/instruct proxies via CREST.
• 1. To register your appointment of a proxy online, you will require your investor code which can be found overleaf. For further information on how to complete this proxy on the internet go to www.signalshares.com.
• 1. If more than one proxy appointment is returned, either by paper or electronic communication (but not as described in note 1) that proxy received last by the registrar before the latest time for the receipt of proxies (as set out in note 5) will take precedence. Members are advised to read the terms and conditions of use carefully. Electronic communication facilities are available to all shareholders and those who use them will not be disadvantaged.

Please note the Company will not accept any communication that is found to contain a computer virus.

• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (Nominated Persons). Nominated Persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
• 1. If you have any questions about completing this form, please telephone Link Asset Services on Freephone 0800 280 2545 or on +44 333 300 1568 if calling from outside the UK.
• 1. This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different account holders or uniquely designated accounts. The Company and Link Asset Services accept no liability for any instruction that does not comply with these conditions.