Compass Group - Share Buyback Programme

Legal Entity Identifier (LEI) No. 2138008M6MH9OZ6U2T68

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR APPROVAL.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

SHARE BUYBACK PROGRAMME

Compass Group PLC (the "Company") announces that on 21 July 2023 it entered into a non-discretionary agreement with Barclays Capital Securities Limited ("Barclays") to enable the purchase of up to £500 million of the Company's ordinary shares of 11 1/20 pence each ("Ordinary Shares") between 24 July 2023 and 14 November 2023.  This follows the successful completion of a £250 million non-discretionary programme on 3 July 2023. Both programmes form the Company's £750 million share buyback programme announced with its half year results on 10 May 2023 (the "Programme").

The purpose of the Programme is to reduce the share capital of the Company by returning surplus capital to shareholders.

The Programme will be conducted within certain pre-set parameters. The Company's shareholders generally authorised it to purchase up to a maximum of 175,720,000 Ordinary Shares at its 2023 Annual General Meeting held on 9 February 2023, subject to certain limitations (the "General Authority"). The aggregate number of Ordinary Shares acquired by the Company pursuant to the Programme shall not exceed the maximum number of Ordinary Shares which the Company is authorised to purchase pursuant to the General Authority.

Barclays will make its trading decisions in relation to the Company's Ordinary Shares independently of, and uninfluenced by, the Company. In accordance with the General Authority, purchases of Ordinary Shares pursuant to the Programme may be conducted on any appropriate regulated stock market but will be on-sold by Barclays to the Company on the London Stock Exchange.

In addition to compliance with the terms of the General Authority, the Programme will also be conducted within the parameters prescribed by the Regulation (EU) No 596/2014 (the Market Abuse Regulation) (as in force in the UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019), the Commission Delegated Regulation (EU) 2016/1052 (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) and in accordance with Chapter 12 of the UK Listing Rules.

All Ordinary Shares purchased will be held in treasury and are expected to be used to meet obligations arising from employee share schemes, or other allocations of shares, to employees or directors. No purchases will be made in respect of the Company's American Depositary Receipts.

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