SSP Group PLC — Proxy Solicitation & Information Statement 2015

Jan 22, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in SSP Group plc, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

SSP GROUP PLC

(incorporated and registered in England and Wales under number 5735966)

NOTICE OF ANNUAL GENERAL MEETING 2015

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of SSP Group plc (the Company) set out on page 1 of this document which contains the recommendation by the Directors (excluding Vagn Sørensen and Per Franzén for the purposes of the Waiver Resolution) to shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting. Shareholders should read the whole of this document and not rely just on the summarised information set out in the Chairman's letter.

Goldman Sachs International is acting as financial adviser to the Company in connection with the Waiver Resolution and no-one else and will not be responsible to anyone other than the Company (whether or not a recipient of this document) for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the proposals described in this document or any other matter referred to in this document. Persons other than the Company are recommended to seek their own financial and other professional advice.

Apart from the responsibilities and liabilities, if any, which may be imposed on Goldman Sachs International by FSMA or the regulatory regime established thereunder, Goldman Sachs International accepts no responsibility or liability whatsoever for the contents of this document or for any other statement made or purported to be made in connection with the Company or the Waiver Resolution. Goldman Sachs International accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.

This document includes forward looking statements concerning the Company. Forward looking statements are based on current expectations and projections about future events. These forward looking statements are subject to risks, uncertainties and assumptions about the Company. The Company undertakes no obligation to update publicly or revise any forward looking statements, whether as a result of new information, future events or otherwise, save to the extent required in accordance with the Company's continuing obligations under the Listing Rules, the Disclosure and Transparency Rules and applicable laws and regulations.

Notice of the first Annual General Meeting of SSP Group plc to be held at the offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London, EC4Y 1HS on 3 March 2015 at 11.00 am is set out in this document.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received by 11.00 am on 27 February 2015. Alternatively, a proxy may be appointed electronically at www.investorcentre.co.uk/eproxy or if you hold shares in CREST, by using the CREST electronic proxy appointment service.

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SSP Group plc Notice of Annual General Meeting 2015

SSP Group plc

(incorporated and registered in England and Wales under number 5735966)

Registered Office:
169 Euston Road
London
NW1 2AE

22 January 2015

Dear Shareholder

I am delighted to write to you as a shareholder of SSP Group plc (the Company).

Annual General Meeting

I am pleased to invite you to the first Annual General Meeting of the Company (the AGM or Meeting) which will be held at the offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London, EC4Y 1HS on 3 March 2015 at 11.00 am.

The notice of AGM is set out on pages 2 to 8 of this document.

A copy of the Annual Report and Accounts for the year ended 30 September 2014 (the Annual Report) is enclosed together with a proxy form to enable you to exercise your voting rights.

The AGM is an opportunity for shareholders to express their views and to ask questions of the Board. We, as your Board, are committed to open dialogue with our shareholders and our AGM is an excellent means to engage with you directly.

Your attention is drawn to the Annual Report and to Part 2 of this document which contain certain additional information relating to the Waiver Resolution.

If you cannot attend, you have the right to appoint a proxy to vote at the AGM on your behalf. To appoint a proxy, please complete the enclosed proxy form and send it to our registrar, Computershare, in the envelope provided. Alternatively, you can appoint a proxy online at www.investorcentre.co.uk/eproxy following the instructions provided on the enclosed proxy form, or if you hold shares in CREST, by using the CREST electronic proxy appointment service.

Proxy appointments must be received by Computershare by no later than 11.00 am on 27 February 2015.

Directors

Biographical details of the Directors seeking election are detailed in full in the Annual Report on pages 20 and 21. Details of membership of the principal Board committees are set out on pages 23 to 25 of the Annual Report.

Information on remuneration is set out in the Directors' Remuneration Report for the financial year ended 30 September 2014.

Recommendation

In the opinion of the Directors, each of the resolutions to be proposed at the AGM is in the best interests of the Company and shareholders as a whole, save that Vagn Sørensen and Per Franzén (the Interested Directors) make no recommendation with regard to the Waiver Resolution (being Resolution 18). Vagn Sørensen is a senior industrial adviser to EQT Partners and Per Franzén is a partner with EQT Partners. EQT's shareholding in the Company may rise as a result of the Company making market purchases of its own shares pursuant to the authority granted under Resolution 16.

Accordingly the Directors of the Company, excluding the Interested Directors for the purposes of the Waiver Resolution, recommend that shareholders vote in favour of the resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares, which amount to 1.4% of the issued ordinary shares, save that Interested Directors will not vote in respect of their beneficial holdings of ordinary shares, which amount to 0.1% of the issued ordinary shares, on the Waiver Resolution.

The Independent Directors (being the Directors of the Company other than the Interested Directors), who have been so advised by Goldman Sachs International, consider the waiver of the obligation that may arise for EQT to make an offer under Rule 9 of the Takeover Code in relation to the authority to make market purchases to be in the best interests of the Non-Concert Party Shareholders (meaning those ordinary shareholders who are not members of the Concert Party (as defined in paragraph 4 of Part 2)) as a whole. In providing its advice to the Independent Directors, Goldman Sachs International has taken account of the Independent Directors' commercial assessments. Accordingly, the Independent Directors unanimously recommend that the Non-Concert Party Shareholders vote in favour of the Waiver Resolution to be proposed at the AGM, as the Independent Directors intend to do in respect of their own beneficial holdings of ordinary shares, which amount to approximately 1.3% of the issued ordinary shares.

Yours faithfully

Vagn Sørensen

Chairman

1 Being (1) EQT IV Limited (as general partner of EQT IV (General Partner) LP (in its capacity as general partner of EQT IV (No. 1) Limited Partnership, EQT IV (No.2) Limited Partnership and EQT SSP Co-Investment IV Limited Partnership, as managing limited partner of EQT IV GMBH & Co. KG and as manager of EQT IV Co-Investment Scheme) and (2) EQT Expansion Capital I Limited (in its capacity as general partner of EQT Expansion Capital I (General Partner) LP acting in its capacity as general partner of EQT Expansion Capital I Limited Partnership and as manager of EQT Expansion Capital I Co-Investment Scheme).

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SSP Group plc

Part 1: Notice of Annual General Meeting

The Annual General Meeting of SSP Group plc (the Company) will be held at the offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street, London, EC4Y 1HS on 3 March 2015 at 11.00 am. You will be asked to consider and pass the Resolutions below. Resolutions 15, 16, 17 and 19 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Annual Report and Accounts

1. To receive the reports of the Directors and the Auditors and the audited accounts for the financial year ended 30 September 2014.

Remuneration

1. To approve the Directors' Remuneration Policy, the full text of which is set out on pages 33 to 38 of the Annual Report and Accounts, for the financial year ended 30 September 2014.
2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy set out on pages 33 to 38 of the Annual Report and Accounts) for the financial year ended 30 September 2014.

Election of Directors

1. To elect Vagn Sørensen as a Director of the Company.
2. To elect John Barton as a Director of the Company.
3. To elect Kate Swann as a Director of the Company.
4. To elect Jonathan Davies as a Director of the Company.
5. To elect Ian Dyson as a Director of the Company.
6. To elect Denis Hennequin as a Director of the Company.
7. To elect Per Franzén as a Director of the Company.

Auditors

1. To appoint KPMG LLP as Auditors of the Company, to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Directors to determine the remuneration of the Auditors.

Political Donations

1. That, in accordance with section 366 of the Companies Act 2006 (the Act), the Company and any company which at any time during the period for which this resolution has effect, is or becomes a subsidiary of the Company, be authorised to:

(a) make donations to political parties and/or independent election candidates not exceeding £25,000;
(b) make political donations to political organisations, other than political parties not exceeding £25,000; and
(c) incur political expenditure not exceeding £25,000,

as such terms are defined in Part 14 of the Act during the period beginning on the date of the passing of this Resolution and ending on the date of the Company's next annual general meeting, provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed £25,000 in total.

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SSP Group plc Notice of Annual General Meeting 2015

Directors' Authority to Allot Shares

1. That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company:

(a) up to a nominal amount of £1,583,333; and
(b) comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £3,166,666 (including within such limit any shares issued or rights granted under paragraph (a) above) in connection with an offer by way of a rights issue:

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities (as defined in section 560 of the Act), as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangement which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory, or practical problems in, or laws of, any territory or any matter.

The authorities conferred on the Directors to allot securities under paragraph (a) and (b) will expire at the conclusion of the annual general meeting of the Company to be held in 2016 or at the close of business on 31 March 2016 whichever is sooner, (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after the authorities given by this Resolution expire and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

Disapplication of Pre-emption Rights*

1. That, subject to the passing of Resolution 14 the Directors be given powers pursuant to sections 570 and 573 of the Companies Act 2006 (the Act) to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by Resolution 14 and/or to sell equity securities held by the Company as treasury shares for cash as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment or sale, provided that such power be limited to:

(a) the allotment of equity securities in connection with an offer to:

(i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) the allotment of equity securities for cash otherwise than pursuant to paragraph (a) up to an aggregate nominal amount of £237,500,

such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2016 or at the close of business on 31 March 2016 whichever is sooner, (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities and sell treasury shares in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

• Special resolution.

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Purchase of own Shares*

1. That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 (the Act) to make market purchases (as defined in section 693 of the Act) of ordinary shares of 1 pence each in the capital of the Company (ordinary shares) on such terms and in such manner as the Directors may determine provided that:

(a) the maximum number of ordinary shares which may be purchased is 47,499,995;
(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is its nominal value;
(c) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than the higher of: (i) an amount equal to 105% of the average 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 ordinary share is purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System; and
(d) this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2016 or, if earlier, at the close of business on 31 March 2016.

Off-market Purchase of Deferred Shares*

1. That, the terms of a contract proposed to be made for the purchase by the Company of 1,156,863 deferred shares of £(1/1,156,863) each in the capital of the Company (Deferred Shares) for a total consideration of £1 under a contract (Purchase Contract) between the Company (as buyer) and the relevant holder of the Deferred Shares (as the seller) with terms as detailed in the Explanatory Notes to this Notice of Meeting be approved and the Company be authorised to enter into the Purchase Contract, such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2016 (unless previously renewed, varied or revoked by the Company at a general meeting).

Waiver Resolution

1. To approve the waiver by the Panel of any obligation that could arise, pursuant to Rule 9 of the City Code on Takeovers and Mergers, for EQT (or any persons with whom EQT is, or is deemed to be, acting in concert) to make a general offer for all the ordinary issued share capital of the Company, following any increase in the percentage of shares of the Company carrying voting rights in which EQT is interested resulting from the exercise by the Company of the authority to purchase up to 47,499,995 of its ordinary shares granted to the Company pursuant to Resolution 16 above, provided that such approval shall expire at the conclusion of the Company's annual general meeting to be held in 2016, or if earlier, at the close of business on 31 March 2016. Resolution 18 will be voted on by the Non-Concert Party Shareholders by a poll.

Notice period for general meetings, other than annual general meeting*

1. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

2. Special resolution.

By order of the Board

Helen Byrne
Company Secretary
22 January 2015

Registered Office:
169 Euston Road
London, NW1 2AE

Registered in England and Wales with number 5735966

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SSP Group plc Notice of Annual General Meeting 2015

EXPLANATORY NOTES

An explanation of each of the Resolutions is set out below:

Resolution 1 – Annual Report and Accounts

The Directors are required to present to the Annual General Meeting (the AGM or Meeting) the audited accounts and the Directors' and Auditor's Reports for the financial year ended 30 September 2014.

Resolution 2 – Remuneration Policy

Shareholders are requested to approve the Remuneration Policy. The Remuneration Policy is set out on pages 33 to 38 of the 2014 Annual Report.

In accordance with section 439A of the Companies Act 2006 (the Act), a new requirement has been introduced for a separate resolution on the Remuneration Policy (the Policy) part of the Directors' Remuneration Report to be put to a vote by shareholders. The vote is binding which means that payments cannot be made under the Policy until it has been approved by shareholders.

The Policy must be put to shareholders at least every three years, unless during that time it is to be changed.

Resolution 3 – Directors' Remuneration Report

In accordance with section 439 of the Act, shareholders are requested to approve the Directors' Remuneration Report, (excluding the Directors' Remuneration Policy set out on pages 33 to 38 of the 2014 Annual Report). The Directors' Remuneration Report is set out on pages 31 to 44 of the 2014 Annual Report. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it.

Resolutions 4 to 10 – Election of Directors

On 16 May 2014 the Financial Conduct Authority (the FCA) announced the commencement of new rules which provide protections for the minority shareholders of a premium listed company in which there is a "controlling shareholder" (defined by the FCA as 'any person who exercises or controls, on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company'). Under these new rules, the election or re-election by the shareholders of an independent Non-Executive Director must be approved by an ordinary resolution of the shareholders and separately approved by those shareholders who are not controlling shareholders (the Independent Shareholders). If the ordinary resolution to approve the election or re-election of an existing independent Non-Executive Director is passed, but separate approval by the Independent Shareholders is not given, the Listing Rules permit an existing independent Non-Executive Director to remain in office pending a further ordinary resolution of all the shareholders to approve the election or re-election of that Director. Such a resolution may only be voted on within the period of between 90 days and 120 days following the date of the original vote.

The Company intends to seek the separate approval of its Independent Shareholders for each of Resolutions 5, 8 and 9 proposing the appointment of an independent Non-Executive Director. Such approval will be sought following the vote on each of those Resolutions by the shareholders and will be sought by discounting from the result of the vote on each such Resolution the votes of those shareholders who are identified as controlling shareholders of the Company as at 6pm on 16 January 2015 (being the latest practicable date prior to the publication of this Notice).

As at 16 January 2015 (being the latest practicable date prior to the publication of this Notice) EQT held 179,350,568 ordinary shares, representing 37.76% of the Company's issued share capital.

Separate approval will be given by the Independent Shareholders if it is given by Independent Shareholders representing a simple majority of the total voting rights of Independent Shareholders who vote. The Company will, on announcing the result of the AGM, announce, in respect of Resolutions 5, 8 and 9, the result of both the vote of the shareholders and the vote of the Independent Shareholders.

If separate Independent Shareholder approval is not given for any relevant Resolution, the Company intends that the relevant appointment will continue for 120 days from the date of the original vote, unless a further ordinary resolution for election or re-election is passed. If a further ordinary resolution to approve the election or re-election of the relevant Director is defeated, his or her appointment will cease on that resolution being defeated.

As this is the Company's first Annual General Meeting and in accordance with the UK Corporate Governance Code, all Directors will submit themselves for election at this AGM.

Biographical details of all the Directors standing for election appear on pages 20 and 21 of the Annual Report. The Directors believe that the Board offers an appropriate balance of knowledge and skills.

Resolutions 11 and 12 – Auditors

The Auditor is appointed at every general meeting of the Company at which accounts are presented to shareholders. The current appointment of KPMG LLP as the Company's Auditor will end at the conclusion of the Meeting and it has advised of its willingness to stand for re-appointment. It is normal practice for a company's directors to be authorised to agree how much the Auditor should be paid and Resolution 12 grants this authority to the Directors.

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Resolution 13 – Political Donations

It is not the Company's policy to make donations to political parties. However, it is possible that certain routine activities undertaken by the Company and its subsidiaries might unintentionally fall within the wide definition of matters constituting political donations and expenditure in the Act. Any expenditure that is regulated under the Act must first be approved by shareholders and will be disclosed in next year's Annual Report. This Resolution, if passed, will renew the Directors' authority until the annual general meeting to be held in 2016 (when the Directors intend to renew this authority) to make donations and incur expenditure which might otherwise be caught by the terms of the Act, up to an aggregate amount of £25,000 for the Company and for subsidiary companies.

Resolution 14 – Directors' Authority to Allot Shares

The purpose of Resolution 14 is to renew the Directors' power to allot shares. Resolution 14(a) seeks to grant the Directors authority to allot, pursuant to section 551 of the Act, shares or grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £1,583,333. This represents 158,333,300 ordinary shares of 1 pence each, which is approximately one third of the Company's issued ordinary share capital as at 16 January 2015 (being the latest practicable date prior to the publication of this Notice). As at the date of this Notice, the Company does not currently hold any shares as treasury shares. The authority would, unless previously renewed, revoked or varied by shareholders, remain in force up to the conclusion of the annual general meeting of the Company to be held in 2016, or close of business on 31 March 2016, whichever is earlier.

In accordance with The Investment Association's Share Capital Management Guidelines (the Guidelines), Resolution 14(b) seeks to grant the Directors authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal value of £3,166,666 (representing 316,666,600 ordinary shares of 1 pence each) as reduced by the nominal amount of any shares issued under Resolution 14(a). This amount (before any reduction) represents two thirds of the Company's issued share capital as at 16 January 2015 (being the latest practicable date prior to the publication of this Notice). Such additional authority will be valid until the conclusion of the next annual general meeting of the Company to be held in 2016 or close of business on 31 March 2016, whichever is earlier.

If the Company uses any of this additional authority permitted by the Guidelines, the Company will ensure that all Directors stand for re-election. The Company's Articles of Association require all Directors to submit themselves for re-election each year notwithstanding the provisions set out in the Guidelines.

Resolution 15 – Disapplication of Pre-emption Rights

This Resolution would allow the Directors to allot shares for cash and/or sell treasury shares without having to offer such shares to existing shareholders:

(a) in connection with a rights issue; or
(b) up to a nominal value of £237,500, which is approximately 5% of the Company's issued share capital as at 16 January 2015 (being the latest practicable date prior to the publication of this Notice).

This means that the proportionate interests of existing shareholders could not, without their agreement, be reduced by more than 5% by the issue of new shares for cash.

The Directors do not intend to issue more than 7.5% of the issued share capital of the Company on a non pre-emptive basis in any rolling three year period without prior consultation with the shareholders.

The authority sought and the limits set by this Resolution will also apply to any sale or transfer of treasury shares. The Directors consider it prudent to have the flexibility to buy back shares into treasury and subsequently sell or transfer them, if appropriate. This will enable them to act on short notice in appropriate circumstances should that be in the best interests of the Company.

The authority would, unless previously renewed, revoked or varied by shareholders, remain in force up to the conclusion of the annual general meeting of the Company to be held in 2016, or close of business on 31 March 2016, whichever is earlier.

The Directors intend to seek renewal of the authority and powers set out in Resolutions 14 and 15 at each annual general meeting of the Company.

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SSP Group plc Notice of Annual General Meeting 2015

Resolution 16 – Purchase of own Shares

Resolution 16 is to approve the authority of the Company to purchase its own ordinary shares in the market. The authority limits the number of shares that could be purchased to a maximum of 47,499,995 ordinary shares (equivalent to 10% of the Company's issued ordinary share capital as at 16 January 2015 (being the latest practicable date prior to the publication of this Notice)) and sets a minimum and maximum price.

The authority would, unless previously renewed, revoked or varied by shareholders, remain in force up to the conclusion of the annual general meeting of the Company to be held in 2016, or close of business on 31 March 2016, whichever is earlier.

The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The Directors will exercise this authority only when to do so would be in the best interests of the Company and of the shareholders generally, and could be expected to result in an increase in earnings per share of the Company. Any purchases of ordinary shares would be by means of market purchase through the London Stock Exchange.

Any shares the Company buys under this authority may either be cancelled or held in treasury. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. If the shares that the Company buys back under this authority are held in treasury, this would give the Company the ability to re-issue treasury shares quickly and cost-effectively, and would provide the Company with additional flexibility in the management of its capital base.

As at 16 January 2015 (being the latest practicable date prior to the publication of this Notice), there were no outstanding options over the Company's issued share capital.

Resolution 17 – Off-market purchase of Deferred Shares

It is proposed that following the AGM all existing deferred shares in the capital of the Company (being 1,156,863 deferred shares of £(1/1,156,863) each) (Deferred Shares) currently held by the trustee of the SSP Group Employee Benefit Trust (EBT Trustee) will be repurchased and cancelled in accordance with the Company's existing articles of association and on the terms of a contract approved by the shareholders. Such Purchase Contract will be made between the Company (as buyer) and the holder of the Deferred Shares (as the seller) for the purchase by the Company of the Deferred Shares for a total consideration of £1. The Purchase Contract will require the approval of the holders of at least 75% in aggregate of the ordinary shares in the capital of the Company, but excluding any holder of the Deferred Shares who also holds ordinary shares.

Copies of the Purchase Contract referred to Resolution 17 are available for inspection (by persons who are entitled to receive this Notice) at the Company's registered office during normal business hours and will be available at the place of the Meeting from at least 15 minutes prior to the Meeting until the end of the Meeting.

Resolution 18 – To authorise a waiver of the obligation that may arise for EQT to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company of ordinary shares pursuant to the authority to make market purchases under Resolution 16 above.

Under Rule 9 of the City Code on Takeovers and Mergers (the Takeover Code), when (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which, taken together with shares in which he and persons acting in concert with him are interested, carry 30% or more of the voting rights of a company subject to the Takeover Code, or (ii) any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30% of the voting rights of a company, but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which he is interested, then in either case, that person is normally required to make a general offer in cash for all the remaining equity share capital of the company at the highest price paid by him, or any persons acting in concert with him, for shares in the company within the 12 months prior to announcement of the offer.

Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make a Rule 9 Offer).

The Company has applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Company to make market purchases as proposed under Resolution 16 (if such authority is approved by shareholders) without triggering an obligation on the part of EQT to make a general offer to shareholders. The Panel has agreed, subject to Non-Concert Party Shareholders' approval on a poll, to waive the requirement for EQT to make a general offer to all shareholders where such an obligation would arise as a result of purchases by the Company of up to 47,499,995 ordinary shares pursuant to the authority granted under Resolution 16.

EQT is currently interested in an aggregate of 179,350,568 ordinary shares, representing 37.76% of the issued share capital of the Company (excluding treasury shares). If the Company were to repurchase from persons other than EQT all the ordinary shares for which it is seeking authority, EQT's interest in shares would (assuming no other allotments of ordinary shares) increase to 41.95% of the issued share capital of the Company (excluding treasury shares) by virtue of such actions.

An increase in the percentage of the ordinary shares carrying voting rights in which EQT is interested, as a result of any exercise by the Company of the authority to make market purchases, pursuant to the authority granted under Resolution 16, would ordinarily result in EQT being under an obligation to make a general offer to all shareholders under Rule 9 of the Takeover Code. Individual members of the Concert Party will not be able to increase their percentage interest in the ordinary shares of the Company through or between a Rule 9 threshold without Panel consent.

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The Company intends to seek the separate approval of its Non-Concert Party Shareholders for this Waiver Resolution, which will be proposed as an ordinary resolution taken as a poll. If the Waiver Resolution is approved, such approval shall expire at the conclusion of the Company's annual general meeting to be held in 2016, or if earlier, at the close of business on 31 March 2016.

EQT and its intentions

Pursuant to the relationship agreement entered into by the Company with EQT IV Limited on 10 July 2014, the Company and EQT agreed to ensure that the Company and its subsidiaries are capable of carrying on their business independently of EQT, that transactions and relationships with EQT (including any transactions and relationships with any member of the Company's group) are at arm's length and on normal commercial terms, and that the goodwill, reputation and commercial interests of the Company are maintained. As a result, EQT cannot influence the Company to carry out its own intentions or strategic plans for the Company, other than in its capacity as an ordinary shareholder. The relationship agreement will remain in force for so long as (a) the Company's ordinary shares are listed on the premium listing segment of the Official List of the Financial Conduct Authority, and (b) EQT or any of its associates together are entitled to exercise or control the exercise of 10% or more of the votes which are generally exercisable at general meetings of the Company. In particular, the relationship agreement shall continue to be effective and bind EQT even if the proposal is passed and EQT's shareholding subsequently increases.

EQT has no intention that, following any increase in its shareholding as a result of any repurchase of ordinary shares, the business of the Company should be run in any way differently from the manner in which it is run at present. In particular, EQT remains fully supportive of the Company's management and has no intention to:

(i) make any change to the continued employment of the employees and management of the Company and of its subsidiaries, including any material change in the conditions of employment;

(ii) make any change to its strategic plans for the Company and the locations of the Company's places of business;

(iii) make any change to employer contributions into the Company's pension scheme(s) (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members, and the admission of new members;

(iv) redeploy the fixed assets of the Company; and

(v) make any change to any existing trading facilities for the relevant securities of the Company.

EQT is not intending to purchase any additional ordinary shares during the period covered by the authority to make market purchases. However, in the event the Waiver Resolution is approved at the AGM, EQT will not be restricted from making an offer for the Company, unless EQT has either:

(i) made a statement that they do not intend to make an offer; or

(ii) entered into an agreement with the Company not to make an offer.

The Directors intend to maintain the listing of the ordinary shares of the Company on the premium listing segment of the Official List for the foreseeable future.

Resolution 19 – Notice period for general meetings, other than annual general meeting

The Company's Articles of Association allow the Directors to call general meetings other than annual general meetings on 14 clear days' notice. However, all general meetings must be held on 21 clear days' notice, unless shareholders agree to a shorter notice period, and the Company has met the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009. This Resolution seeks to grant authority for the Company to call general meetings, other than annual general meetings, on 14 clear days' notice, such authority to be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The Directors confirm that the shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting and it is thought to be to the advantage of shareholders as a whole. An electronic voting facility will be made available to all shareholders for any meeting held on such notice.

Resolutions 1 to 14 and 18 will be proposed as ordinary resolutions. Resolution 18 will be voted on by the Non-Concert Party Shareholders, taken as a poll. For each of these to be passed, more than half of the votes cast must be in favour of the relevant resolution.

Resolutions 15, 16, 17 and 19 will be proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the resolution.

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SSP Group plc Notice of Annual General Meeting 2015

PART 2: ADDITIONAL INFORMATION RELATING TO THE WAIVER RESOLUTION

1. Responsibility

1.1 The Directors take responsibility for the information contained in this document other than:

(i) the recommendation and associated opinion attributed to the Independent Directors set out in the Chairman's Letter; and
(ii) any information in the document relating to the Concert Party.

To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 The directors of EQT take responsibility for any information in the document relating to the Concert Party. To the best of the knowledge and belief of the directors of EQT (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
1.3 The Independent Directors take responsibility for the recommendation and associated opinion attributed to them in the Chairman's Letter. To the best of the knowledge and belief of the Independent Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. The Company

2.1 The SSP group is a leading operator of food and beverage outlets in travel locations across 29 countries in the United Kingdom, Europe, North America, Asia Pacific and the Middle East. The SSP group operates a broad range of outlets from quick service to fine dining. Further information about the Company can be found in page 1 and pages 4 to 6 of the Annual Report. Page 1 and pages 4 to 6 of the Annual Report have been incorporated into this document by reference.
2.2 The audited financial statements of the Company for the financial year ended 30 September 2014 are set out in pages 54 to 94 of the Annual Report. Pages 54 to 94 of the Annual Report have been incorporated into this document by reference.
2.3 The outlook of the Company is set out in page 3 of the Annual Report. Page 3 of the Annual Report has been incorporated into this document by reference.
2.4 The Annual Report can be found at www.foodtravelexperts.com and a hard copy is available on request from the Company Secretary at SSP Group plc, 169 Euston Road, London, NW1 2AE.
2.5 The Company was incorporated and registered in England on 9 March 2006 and with registered number 05735966. The registered office of the Company and the business address of all of the Directors is SSP Group plc, 169 Euston Road, London, NW1 2AE.
2.6 As at 16 January 2015 the issued share capital of the Company was 474,999,954 ordinary shares of 1 pence each, carrying one vote each and the Company held no ordinary shares in treasury. Therefore, the total number of voting rights in the Company on 16 January 2015 was 474,999,954.

3. Directors' and other interests

3.1 The names of the Directors are set out in section 3.2 below.
3.2 As at the close of business on 16 January 2015 (being the latest practicable date prior to the publication of this document) the interests of each Director and persons connected with them (all of which are beneficial unless otherwise stated) in the ordinary share capital of the Company as notified to the Company in accordance with Rule 3.1.2R of the Disclosure and Transparency Rules and shares under option were as follows:

	Number of Ordinary Shares	% of the issued Ordinary Share capital
Vagn Sørensen	493,147	0.1
John Barton	57,142	0.0
Kate Swann	4,601,800	1.0
Jonathan Davies	1,308,164	0.3
Ian Dyson	18,928	0.0
Denis Hennequin	18,928	0.0
Per Franzén	0	0.0

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10

As at the close of business on 16 January 2015 (being the latest practicable date prior to the publication of this document), the Company had not been notified that any of the Directors or any persons connected with them (all of which are beneficial unless otherwise stated) had any interests in options over the ordinary share capital of the Company.

As at the close of business on 16 January 2015 (being the latest practicable date prior to the publication of this document), PSP awards under the SSP Performance Share Plan 2014 (in the form of nil cost options) have been granted to the Executive Directors as set out below, with each award being determined by reference to a percentage of base salary.

	Face Value (£)	Face Value (% of salary)	End of Performance Period
Kate Swann	£1,500,000	200%	3 months after the announcement of results for financial year ending
Jonathan Davies	£500,000	125%	30 September 2017

3.3 As at the close of business on 16 January 2015 (being the latest practicable date prior to the publication of this document) the interests (all of which are beneficial unless otherwise stated) of EQT in the ordinary share capital of the Company as notified to the Company was as follows:

	Number of Ordinary Shares	% of the issued Ordinary Share capital
EQT IV Limited	178,326,621	37.54
EQT Expansion Capital I Limited	1,023,947	0.22
Total	179,350,568	37.76

Other than as set out below, during the period from the flotation of the Company to 16 January 2015 (being the latest practicable date prior to the publication of this document) EQT has not dealt in ordinary shares of the Company:

	Number of Ordinary Shares sold	Date of Sale
EQT IV Limited	34,204,312	13 August 2014
EQT Expansion Capital I Limited	196,400	13 August 2014

3.4 Save as disclosed above and in paragraph 3.5 below, no Director has any interest in the ordinary share capital of the Company or any of its subsidiaries nor does any person connected with the Directors (within the meaning of section 252 of the Act have any such interests, whether beneficial or non-beneficial.

3.5 As at 16 January 2015 (being the latest practicable date prior to the publication of this document) the total number of voting rights attributable to the issued ordinary share capital of the Company was 474,999,954 and (other than the Directors) the following persons had notified the Company in accordance with Rule 5 of the Disclosure and Transparency Rules that they held, directly or indirectly, 3% or more of the voting rights attributable to the issued share capital of the Company:

	Number of Ordinary Shares	% of the issued Ordinary Share capital
EQT IV Limited	178,326,621	37.5
Old Mutual plc	53,433,254	11.3
Schroders plc	23,720,071	5.0
Artemis Investment Management LLP	18,000,000	3.8
JPMorgan Asset Management (UK) Limited and JPMorgan Investment Management Inc	17,000,000	3.6
GIC Private Limited	15,000,000	3.2

3.6 As at the close of business on 16 January 2015 (being the latest practicable date prior to the publication of this document), there were no share options outstanding over the Company's ordinary shares.

3.7 Save for EQT, the Company is not aware of any person who exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company. The Directors are satisfied that the undertakings given by EQT in the relationship agreement entered into by it with the Company on 10 July 2014 are adequate to ensure that any control such shareholders may have over the Company will not be abused.

3.8 As at 16 January 2015 (being the latest practicable date prior to the publication of this document), Goldman Sachs International (including any person controlling, controlled by or under the same control as them) does not (other than as an exempt principal trader or an exempt fund manager) have any interests, rights to subscribe or short positions in relevant securities of the Company or EQT.

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SSP Group plc Notice of Annual General Meeting 2015

4. EQT and the Concert Party

As at 16 January 2015, being the latest practicable date prior to the publication of this document, (1) EQT IV Limited (as general partner of EQT IV (General Partner) LP (in its capacity as general partner of EQT IV (No. 1) Limited Partnership, EQT IV (No.2) Limited Partnership and EQT SSP Co-Investment IV Limited Partnership, as managing limited partner of EQT IV GMBH & Co. KG and as manager of EQT IV Co-Investment Scheme)) is the legal holder of 178,326,621 ordinary shares in the Company and (2) EQT Expansion Capital I Limited (in its capacity as general partner of EQT Expansion Capital I (General Partner) LP acting in its capacity as general partner of EQT Expansion Capital I Limited Partnership and as manager of EQT Expansion Capital I Co-Investment Scheme) is the legal holder of 1,023,947 ordinary shares in the Company. EQT IV (No. 1) Limited Partnership, EQT IV (No. 2) Limited Partnership, EQT SSP Co-Investment IV Limited Partnership, EQT IV GMBH & Co. KG, EQT IV Co-Investment Scheme, EQT Expansion Capital I Limited Partnership and EQT Expansion Capital I Co-Investment Scheme (being the EQT Funds) are funds advised by EQT Partners (being EQT Holdings AB and its subsidiaries, including but not limited to, EQT Partners AB and EQT Partners A/S).

The directors of EQT IV Limited are James Arrol, Nigel Govett, Gill Harradine, Matthew Tullier and Deon Van der Ploeg. The directors of EQT Expansion Capital I Limited are James Arrol, Nigel Govett and Deon Van der Ploeg.

EQT IV Limited was incorporated and registered in Guernsey and with registered number 41751. Its registered office is Level 4 North, St Julian's Court, St Julian's Avenue, St Peter Port, Guernsey GY1 1WA. EQT Expansion Capital I Limited was incorporated and registered in Guernsey and with registered number 40622. Its registered office is Level 4 North, St Julian's Court, St Julian's Avenue, St Peter Port, Guernsey GY1 1WA.

EQT IV Limited (as general partner of EQT IV (General Partner) LP (in its capacity as general partner of EQT IV (No. 1) Limited Partnership, EQT IV (No. 2) Limited Partnership and EQT SSP Co-Investment IV Limited Partnership, as managing partner of EQT IV GMBH & Co. KG and as manager of EQT IV Co-Investment Scheme)), EQT Expansion Capital I Limited (in its capacity as general partner of EQT Expansion Capital I (General Partner) LP acting in its capacity as general partner of EQT Expansion Capital I Limited Partnership and as manager of EQT Expansion Capital I Co-Investment Scheme) and any person considered by the Panel to be acting in concert with them (the Concert Party) hold and/or are deemed to be interested in 179,350,568 ordinary shares representing 37.76% of the issued share capital of the Company as at 16 January 2015, being the latest practicable date prior to the publication of this document, details of which are set out in paragraph 3.3 above. Apart from EQT IV Limited and EQT Expansion Capital I Limited, no member of the Concert Party is the legal owner of any shares in the Company.

The EQT group is a leading private equity group in Northern Europe and invests in companies across the world with a mission to help them develop into great and sustainable companies. The EQT group has four investment strategies – Equity, Mid Market, Infrastructure and Credit – guided by a responsible ownership approach and industrial growth strategy. Approximately EUR 22 billion has been raised from over 300 global institutional and professional investors. More than EUR 12 billion has been invested by funds advised by EQT Partners in around 120 companies and today, funds advised by EQT Partners own around 60 companies in a variety of industries across the world. Further information about EQT's businesses is available on EQT's website: www.eqt.se.

None of the relevant EQT funds, EQT IV Limited, or EQT Expansion Capital I Limited has published audited consolidated financial statements.

Vagn Sørensen is a senior industrial adviser to EQT Partners and Per Franzén is a partner with EQT Partners. Vagn Sørensen and Per Franzén have interests in various entities of the EQT group. Save as disclosed above in relation to Vagn Sørensen and Per Franzén, neither the Company nor any of its Directors has any interest in, right to subscribe for, or short position in, the issued share capital of the Concert Party.

5. Middle market quotations

The middle market quotations for the ordinary shares of the Company, as derived from the London Stock Exchange Daily Official List, at close on the first Business Day of each of the months since the flotation of the Company and on 16 January 2015 (being the latest practicable date prior to the publication of this document) were:

Date	Price per Ordinary Share (p)
1 August 2014	229.0
1 September 2014	245.5
1 October 2014	255.3
3 November 2014	241.7
1 December 2014	275.6
2 January 2015	293.0
16 January 2015	267.9

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6. General

6.1 Goldman Sachs International has given and has not withdrawn its written consent to the issue of this document with the inclusion of its name and references to it in this document in the form and context in which they appear.

6.2 Save as set out in this document, no agreement, arrangement or understanding (including any compensation arrangement), exists between any member of the Concert Party on the one hand, and the Directors, recent directors, shareholders or recent shareholders of the Company on the other hand having any connection with or dependence upon the proposals set out in this document.

6.3 Save as disclosed in paragraph 3 of this Part 2 of this document:

(a) no member of the Concert Party has any interest in, right to subscribe in respect of or short position in relation to any relevant securities;

(b) no member of the Concert Party has dealt in relevant securities during the period from flotation of the Company to 16 January 2015 (being the latest practicable date prior to the publication of this document);

(c) there are no relevant securities which any member of the Concert Party has borrowed or lent (excluding any borrowed relevant securities which have either been on lent or sold);

(d) no person who is acting in concert with the Company has as at 16 January 2015 (being the latest practicable date prior to the publication of this document) any interest in, right to subscribe in respect of or short position in relation to any relevant securities; and

(e) there are no relevant securities which the Company or any person acting in concert with them has borrowed or lent (excluding any borrowed relevant securities which have either been on lent or sold).

(f) In this paragraph 6.3 reference to:

(1) "relevant securities" means ordinary shares in the Company and securities carrying conversion or subscription rights into ordinary shares in the Company;

(2) "derivatives" include any financial product, whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security;

(3) "short position" means a short position, whether conditional or absolute and whether in the money or otherwise, and includes any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

(4) "associated company" means in relation to any company, that company's parent, subsidiaries and fellow subsidiaries, and their associated companies, and companies of which such companies are associated companies. For these purposes, ownership or control of 20% or more of the equity share capital of a company is regarded as the test of associated company status;

(5) "connected adviser" means:

(i) in relation to the Company, (a) an organisation which is advising the Company in relation to the Waiver Resolution (Resolution 18) and/or the authority to make market purchases (Resolution 16); and (b) a corporate broker to the Company;

(ii) in relation to a person who is acting in concert with EQT or with the Directors, an organisation (if any) which is advising that person either (a) in relation to the Waiver Resolution (Resolution 18) and/or the authority to make market purchases (Resolution 16); or (b) in relation to the matter which is the reason for that person being a member of the relevant concert party;

(iii) in relation to a person who is an associated company of EQT or the Company, an organisation (if any) which is advising that person in relation to the Waiver Resolution (Resolution 18) and/or, the authority to make market purchases; and

(iv) in relation to the Company, (a) an organisation which is advising the Company in relation to the Waiver Resolution and/or the authority to make market purchases; and (b) a corporate broker to the Company;

(6) "control" means an interest, or aggregate interests, in shares carrying in aggregate 30% or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control; and

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SSP Group plc Notice of Annual General Meeting 2015

(7) "dealing" or "dealt" includes the following:

(i) the acquisition or disposal of securities, or the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities, or of general control of securities;

(ii) the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any securities;

(iii) subscribing or agreeing to subscribe for securities;

(iv) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights;

(v) the acquisition of, disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities;

(vi) the entering into, terminating or varying the terms of any agreement to purchase or sell securities; and

(vii) any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he has a short position.

For the purposes of this paragraph 6.3 a person is treated as 'interested' in securities if he has long economic exposure, whether absolute or conditional, to changes in the price of those securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as 'interested' in securities if:

(ii) he owns them;

(iii) he has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them;

(iv) by virtue of any agreement to purchase, option or derivative, he:

(a) has the right or option to acquire them or call for their delivery; or

(b) is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or

(v) he is party to any derivative:

(a) whose value is determined by reference to their price; and

(b) which results, or may result, in his having a long position in them.

6.4 There is no agreement or arrangement or understanding by which the beneficial ownership of any ordinary shares acquired by the Company pursuant to the authority to make market purchases will be transferred to any other person. Such ordinary shares will, in accordance with the Act, either be held in treasury up to the amounts permitted to be held in treasury by the Act or be cancelled and the issued share capital of the Company reduced by the nominal amount of those ordinary shares so purchased.

6.5 There has been no material or significant change in the financial or trading position of the Company since 30 September 2014, being the date to which the latest audited accounts have been prepared.

6.6 There are no arrangements or understandings that are connected to, or dependent on, the acquisition of ordinary shares by the Company pursuant to the authority to make market purchases and/or the passing of Resolution 18.

7. Directors' Service Contracts

Information about the Directors' service contracts is set out on page 37 of the Annual Report, and page 37 of the Annual Report is incorporated into this document by reference. The Annual Report can be found at www.foodtravelexperts.com and a hard copy is available on request from the Company Secretary at SSP Group plc, 169 Euston Road, London, NW1 2AE.

There are no commission or profit sharing arrangements between the Company and any of the Directors. On termination of any Director's service contract, the maximum amount payable by the Company is the value of salary and benefits for the notice period.

Save as disclosed above, there are no service contracts in force between any Director or proposed director of the Company, and no such contract has been entered into or amended in the last six months preceding the date of this document.

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14

1. Material Contracts

The summaries of the Company's material contracts (not being a contract entered into in the ordinary course of business) dated within a two year period prior to the date of this document can be found on pages 196 to 197 of the Company's IPO prospectus dated 10 July 2014 (the IPO Prospectus). The IPO Prospectus is available on the Company's website: www.foodtravelexperts.com.

Other than the Relationship Agreement and the Underwriting Agreement (as described at pages 76 to 77 and pages 194 to 195 of the IPO Prospectus, respectively), EQT has not entered into any contracts, other than in the ordinary course of business, within the period of two years prior to the date of this document, which are or may be material to the proposal set out in Resolution 18.

Pages 76 to 77 and 194 to 197 of the IPO Prospectus have been incorporated into this document by reference.

1. Current Ratings

Neither the Company nor EQT has been rated by the rating agencies.

1. Documents available for inspection

Copies of the following documents are available on the Company's website: www.foodtravelexperts.com and hard copies are available on request from the Company Secretary at SSP Group plc, 169 Euston Road, London, NW1 2AE.

(a) this document;
(b) the articles of the association of the Company;
(c) the articles of association of EQT IV Limited;
(d) the articles of association of EQT Expansion Capital I Limited;
(e) the Annual Report; and
(f) the consent letter from Goldman Sachs International referred to in paragraph 6.1 above.

Copies of the service contracts of the Executive Directors and the letters of appointment of the Non-Executive Director's contracts for services are available for inspection (by persons who are entitled to receive this Notice) at the Company's registered office during normal business hours and will be available at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.

1. Documents incorporated by reference

Apart from the Annual Report, hard copies of the following documents incorporated by reference into this document will not be sent to the shareholders, persons with information rights or other persons to whom this document is being sent unless requested, but are available free of charge on request in writing or by telephone from the Company Secretary at SSP Group plc, 169 Euston Road, London, NW1 2AE (tel: 0207 543 3300).

(a) Pages 196 to 197 (relating to the Company's material contracts), pages 76 to 77 (relating to the Relationship Agreement and pages 194 to 195 (relating to the Underwriting Agreement) of the IPO Prospectus; and
(b) Page 1 and pages 4 to 6 (relating to the information about the Company), page 3 (relating to the outlook of the Company), page 37 (relating to the Directors' service contracts) and pages 54 to 94 (relating to the audited financial statements of the Company for the financial year ended 30 September 2014) of the Annual Report.

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SSP Group plc Notice of Annual General Meeting 2015

NOTES

Proxies

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the Meeting. A proxy form, which may be used to make such appointment and to give proxy instructions, accompanies this Notice. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. To appoint more than one proxy you may photocopy the form accompanying this notice. Please indicate the proxy holder's name and the number of shares in relation to which he or she is authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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. A failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by you will result in the appointment being invalid. If you do not have a proxy form and believe that you should have one, please contact Computershare on 0870 707 1042. Lines are open from 8 am to 5.30 pm (UK time), Monday to Friday, or by email at www.investorcentre.co.uk.

2. To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 11.00 am on 27 February 2015.

3. Shareholders may vote electronically, by no later than 11.00 am on 27 February 2015, by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, Shareholder Reference Number (SRN), and PIN shown on your proxy form and agree to certain terms and conditions. CREST shareholders may lodge their proxy via the CREST system (see notes 5 to 8 (inclusive)).

4. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 6 below) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.

5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

6. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent, Computershare Investor Services PLC (ID 3RA50), by 11.00 am on 27 February 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

7. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

8. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

10. A corporation must execute the proxy form under its common seal or the hand of a duly authorised person or in any other manner authorised by its constitution. The power of attorney or authority (if any) should be returned with the proxy form.

11. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

12. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which appointment was received last, none of them will be treated as valid in respect of that share.

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Nominated Persons

1. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

2. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1, 2, 3 and 11 above do not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

Shareholder rights and AGM business

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and section 360B(2) of the Act, the Company specifies that to be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.00 pm on 27 February 2015 (or, in the event of any adjournment, on the date which is two days before the time of any adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

2. Under section 338 and section 338A of the Act, shareholders meeting the threshold requirements in those sections have the right to require the Company:

(a) to give, to shareholders of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or

(b) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business.

A resolution may properly be moved or a matter may properly be included in the business unless:

(a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise);

(b) it is defamatory of any person; or

(c) it is frivolous or vexatious.

Such a request may be made in hard copy form or electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company no later than the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Right to ask questions

1. Under section 319A of Act, any member attending the Meeting has the right to ask questions at the AGM relating to the business of the Meeting. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

2. Please keep your questions and statements short and relevant to the business of the Meeting to allow everyone who wishes to speak the chance to do so. When called upon to ask your question in the Meeting, please be considerate to others who may have waited for some time to ask their question and do not make speeches or ask multiple or repetitive questions. It would be helpful if you could state your name before you ask your question. The Chairman may nominate a representative to answer a specific question after the Meeting or refer the question to the Company's website.

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SSP Group plc Notice of Annual General Meeting 2015

Website publication of audit concerns

1. Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

Total voting rights

1. As at 16 January 2015, the latest practicable date prior to the date of this Notice, the Company's issued share capital consisted of 474,999,954 ordinary shares, carrying one vote each. On a vote by show of hands, every ordinary shareholder who is present has one vote and every proxy present who has been duly appointed by a shareholder entitled to vote has one vote. On a vote by poll every ordinary shareholder who is present in person or by proxy has one vote for every ordinary share held. It is proposed that all votes on the resolutions at the AGM will be taken by way of a poll. The results of the voting will be announced through a Regulatory Information Service and will be published on the Company's website www.foodtravelexperts.com as soon as reasonably practicable thereafter.

2. The total voting rights in the Company as at 16 January 2015 were 474,999,954.

Information available on website

1. A copy of this Notice, and other information required by section 311A of the Act, can be found at www.foodtravelexperts.com along with a copy of the Company's 2014 Annual Report which can be downloaded in PDF format.

Attending the AGM

1. The AGM will start promptly at 11.00 am.

2. If you are coming to the AGM, please bring your attendance card with you. It authenticates your right to attend, speak and vote at the AGM and will speed up your admission. You may also find it useful to bring this Notice and the 2014 Annual Report so that you can refer to them at the AGM. All joint shareholders may attend and speak at the AGM. However, only the first shareholder listed on the Register of Members is entitled to vote.

3. For your personal safety and security, all hand baggage may be subject to examination. Please note that electronic devices such as cameras and recording equipment may not be brought into the AGM. The Company will not permit behaviour that may interfere with another person's security, safety or the good order of the AGM. Please ensure that mobile phones are switched off throughout the AGM.

Shareholder enquiries

1. Any electronic address provided either in this Notice or any related documents (including the proxy form) may only be used for the limited purposes specified herein and not to communicate with the Company by electronic means or for any other more general purpose.

2. Except as provided above, shareholders who have general enquiries about the Meeting should use the following means of communication (no other methods of communication will be accepted):

3. Calling our shareholder helpline on 0870 707 1042; or

4. Contacting our online shareholder centre at www.investorcentre.co.uk.

Data protection statement

1. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

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