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 full year results announcement made on 21 November 2022, Compass Group PLC (the "Company") announces that on 28 November 2022 it entered into a non-discretionary agreement with J.P. Morgan Securities plc ("JPMS plc") in relation to the purchase by JPMS plc, acting as riskless principal, of the Company's ordinary shares of 11 1/20 pence each ("Ordinary Shares") for an aggregate purchase price of up to £250 million (the "Programme").

Ordinary Shares acquired by JPMS plc under this agreement will be on-sold by JPMS plc to the Company.

The Programme will commence on 29 November 2022 and end no later than 31 March 2023. The purpose of the Programme is to reduce the share capital of the Company by returning surplus capital to shareholders. JPMS plc will make its trading decisions in relation to the Company's Ordinary Shares independently of, and uninfluenced by, the Company. Any purchase of Ordinary Shares by the Company contemplated by this announcement will 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 178,386,000 Ordinary Shares at its 2022 Annual General Meeting held on 3 February 2022, 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.

The Programme will be conducted within the parameters prescribed by the General Authority, 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.

Any market purchase of Ordinary Shares under the Programme will be announced no later than 7:30 a.m. on the business day following the calendar day on which the purchase occurred. 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.

Enquiries

Note to Editors:

Compass Group PLC is a world leading food services company, which generated annual revenues of £25.8 billion in the year to 30 September 2022. It operates in around 40 countries and employs and engages more than 500,000 people. The Company specialises in providing food and a range of support services across the core sectors of Business & Industry, Healthcare & Senior Living, Education, Sports & Leisure and Defence, Offshore & Remote, with an established brand portfolio.