Compass Group Regulatory News (CPG)

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

Further to the half year results announcement made on 10 May 2023, Compass Group PLC (the "Company") announces that the programme to purchase up to £750 million of the Company's ordinary shares of 11 1/20 pence each ("Ordinary Shares") will commence on 12 May 2023 and will be completed this calendar year (the "Programme").

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

The Company has entered into a non-discretionary agreement with J.P. Morgan Securities plc ("JPMS plc") to enable the purchase of up to £250 million of Ordinary Shares for the initial stage of the Programme between 12 May 2023 and 12 July 2023. JPMS plc will make its trading decisions in relation to the Company's Ordinary Shares independently of, and uninfluenced by, the Company. Ordinary Shares acquired by JPMS plc under the Programme will be on-sold by JPMS plc to the Company, with such on-sales to be carried out on the London Stock Exchange.

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 full balance of the General Authority is available to the Company in connection with the Programme, notwithstanding announcements dated 10 February 2023 to 3 April 2023 in connection with purchases of Ordinary Shares by the Company under the share buyback programme announced on 21 November 2022. 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.

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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