SSP Group PLC

Proxy Solicitation & Information Statement • Dec 19, 2024

The Chair of SSP Group plc invites you to attend the Annual General Meeting of the Company to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 28 January 2025 at 10.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 28 January 2025

	Cast your Proxy onlinelt's fast, easy and secure!	Control Number: 920461
a	www.investorcentre.co.uk/eproxy	SRN:
	You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite - PIN: and agree to certain terms and conditions.		O Personal
ে তব View the Annual Report and Notice of Meeting online: https://www.foodtravelexperts.com/investors/
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 24 January 2025 at 10.00 am.

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. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 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).
• 1. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0)370 707 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
• 1. 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

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.

• 1. 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 business 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
• 1. 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
• 1. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +44 (0)370 707 1042 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• Any alterations made to this form should be initialled. 7.
• The completion and return of this form will not preclude a member from attending the meeting and voting in person

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

1.	Ordinary Resolutions Io receive the reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2024.	For	Vote Against Withheld
	To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy).
3.	To approve the Directors' Remuneration Policy.
	4. That the final dividend recommended by the Directors be approved.
	To re-elect Mike Clasper as a Director of the Company.
6.	To re-elect Patrick Coveney as a Director of the Company.
	To re-elect Jonathan Davies as a Director of the Company.
	8. To re-elect Carolyn Bradley as a Director of the Company.
	9. To re-elect Tim Lodge as a Director of the Company.

		Vote
10. To re-elect Judy Vezmar as a Director of the Company.	For	Against Withheld
11. To re-elect Apurvi Sheth as a Director of the Company.
12. To elect Karina Deacon as a Director of the Company.
13. Io re-appoint KPMG LLP as Auditor of the Company.
14. To authorise the Directors to determine the remuneration of the Auditor.
15. To authorise political donations and political expenditure.
16. To authorise the Directors to allot shares, Special Resolutions
17. To authorise the disapplication of pre-emption rights.
18. To authorise the disapplication of pre-emption rights in limited circumstances.
19. To authorise the Company to purchase its own shares.
20. To authorise general meetings to be called with 14 clear days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

IlWe hereby appoint the Chair of the person indicated in the box above as my/our proxy to attend, speak and vote in respect of myour full voling entilement" on my/our behalf at the Anual General Meeting of SP Group plc to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 28 January 2025 at 10.00 am, 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 >
inside the box as shown in this example.

×

Ordinary Resolutions		For	vote Against Withheld
1.	To receive the reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2024.
2.	To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy).
3.	To approve the Directors' Remuneration Policy.
4.	That the final dividend recommended by the Directors be approved.
5.	To re-elect Mike Clasper as a Director of the Company.
6.	To re-elect Patrick Coveney as a Director of the Company.
1.	To re-elect Jonathan Davies as a Director of the Company.
8.	To re-elect Carolyn Bradley as a Director of the Company.
9.	To re-elect Tim Lodge as a Director of the Company.
	10. To re-elect Judy Vezmar as a Director of the Company.

	For	Vote Against Withheld
11. To re-elect Apurvi Sheth as a Director of the Company.
12. To elect Karina Deacon as a Director of the Company.
13. To re-appoint KPMG LLP as Auditor of the Company.
14. To authorise the Directors to determine the remuneration of the Auditor.
15. To authorise political donations and political expenditure.
16. To authorise the Directors to allot shares.
Special Resolutions
17. To authorise the disapplication of pre-emption rights.
18. To authorise the disapplication of pre-emption rights in limited circumstances
19. To authorise the Company to purchase its own shares.
20. To authorise general meetings to be called with 14 clear days' notice.

Il We instruct mylour proxy as indicated on this form. Intructed the proxy may vote as he or she sees fi or abstain in relating.

DD/MM/YY

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).

CCS2452

0 1

ટે ટે કે ક

12YNNB D01