SSP Group PLC

AGM Information • Feb 22, 2021

IMPORTANT NOTICE RE COVID-19

In light of the Stay at Home Guidance, the Annual General Meeting will be held as a closed meeting. Therefore shareholders are strongly encouraged to appoint the Chairman of the meeting as their proxy to ensure their vote is counted. The meeting has been arranged on the assumption that the Stay at Home Guidance will continue to apply at the date of the meeting. Unless notified otherwise after publication of the Notice of Annual General Meeting, no shareholder, proxy or corporate representative should attend the meeting in person. The Company will arrange for sufficient director shareholders to be present to ensure that the meeting is quorate. If the Stay at Home Guidance continues to apply on the date of the meeting, the Chairman of the meeting will exercise his powers to exclude any person who attempts to attend the meeting and they will not be permitted entry to the location of the meeting.

Form of Proxy - Annual General Meeting to be held on 25 March 2021

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

Control Number: 916837

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

SRN:

PIN:

View the Annual Report and Notice of Meeting online: https://investors.foodtravelexperts.com/investors/shareholder-information/2021.aspx

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To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 23 March 2021 at 1.30pm.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. All shareholders are advised that, due to the Stay at Home Guidance, they and their respective proxies (who are named individuals) will not be allowed to attend the meeting in person. Given the restrictions on attendance, shareholders are strongly encouraged to appoint the Chairman of the meeting as their proxy rather than a named individual who will not be permitted to attend the meeting. If any other proxy is preferred, delete the words "the Chairman of the meeting OR" and please insert the name of your chosen proxy holder in the space provided (see reverse). If no name is entered, the return of this form duly signed will authorise the Chairman of the meeting to act as your proxy. 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 (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1042 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

Kindly Note: 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: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1042 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s). We strongly recommend you appoint the Chairman of the meeting to ensure your vote is counted.

			*
	I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of SSP Group plc to be held at the offices of SSP Group plc, Jamestown Wharf, 32 Jamestown Road, London, NW1 7HW on 25 March 2021 at 1.30pm, and at any adjourned meeting.
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.						Please use a black pen. Mark with an X
				Vote			inside the box as shown in this example.			Vote
1.	Ordinary Resolutions To receive the reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2020.	For	Against	Withheld		11. To elect Tim Lodge as a Director of the Company.		For	Against	Withheld
2.	To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages 62 to 85 of the Annual Report and Accounts for the financial year ended 30 September 2020.					12. To re-appoint KPMG LLP as Auditor of the Company to hold Company at which accounts are laid.	office until the conclusion of the next general meeting of the
3.	To approve the Directors' Remuneration Policy set out on pages 77 to 85 of the Directors' Remuneration Report contained within the Annual Report and Accounts for the financial year ended 30 September 2020.					13. To authorise the Directors to determine the remuneration of the Auditor of the Company.
4.	To approve the Restricted Share Plan ("RSP") as an employee share scheme in accordance with section 1166 of the Companies Act 2006 and to authorise the Directors of the Company to do all such things as may be necessary to carry the RSP into effect.					14. To authorise the Company and its subsidiaries to make political donations and/or to incur political expenditure.
5.	To re-elect Mike Clasper as a Director of the Company.					15. To give the Directors authority to allot shares pursuant to section 551 of the Companies Act 2006.
6.	To re-elect Simon Smith as a Director of the Company.					Special Resolutions 16. That, subject to the passing of Resolution 15, to give the 2006.	Directors authority to disapply pre-emption rights up to 5 per cent pursuant to sections 570 and 573 of the Companies Act
7.	To re-elect Jonathan Davies as a Director of the Company.					17. That, subject to the passing of Resolution 15, to give the Directors authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments pursuant to sections 570 and 573 of the Companies Act 2006.
8.	To re-elect Carolyn Bradley as a Director of the Company.					18. To generally and unconditionally authorise the Company to make market purchases in accordance with section 701 of the Companies Act 2006.
9.	To re-elect Ian Dyson as a Director of the Company.					may be called on not less than 14 clear days' notice.	19. That a general meeting other than an annual general meeting
	10. To elect Judy Vezmar as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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