CPG Compass Group Plc

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

Compass Group PLC (the "Company") announces that on 20 June 2024 it entered into a non-discretionary agreement with J.P. Morgan Securities plc ("JPM") to enable the purchase of up to a market equivalent of $250 million (being £196.7 million as at 18 June 2024) of the Company's ordinary shares of 11 1/20 pence each ("Ordinary Shares") between 21 June 2024 and 17 December 2024 at the latest (the "H2 Buyback"). The H2 Buyback is the second, and final, stage of the Company's $500 million share buyback announced with its full-year results on 20 November 2023.

The purpose of the H2 Buyback is to reduce the share capital of the Company by returning surplus capital to shareholders.

The H2 Buyback will be conducted within certain pre-set parameters. The Company's shareholders generally authorised it to purchase up to a maximum of 171,140,000 Ordinary Shares at its 2024 Annual General Meeting held on 8 February 2024, subject to certain limitations (the "General Authority"). Given no purchases have been made by the Company pursuant to the General Authority prior to the date of this announcement, the Company is currently authorised under the General Authority to purchase up to a maximum of 171,140,000 Ordinary Shares. The aggregate number of Ordinary Shares acquired by the Company pursuant to the H2 Buyback will not exceed the maximum number of Ordinary Shares which the Company is authorised to purchase pursuant to the General Authority (and any subsequent authority to repurchase shares as may be granted by the Company's shareholders from time to time).

JPM 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 H2 Buyback may be conducted on any appropriate regulated stock market but will be on-sold by JPM to the Company on the London Stock Exchange.

In addition to compliance with the terms of the General Authority, the H2 Buyback 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.

JPM (or its affiliates) may undertake transactions in Ordinary Shares (which may include sales, derivatives, and other hedging activities, in addition to purchases) in order to manage its risk positions arising directly or indirectly from the H2 Buyback. Disclosure of any such transactions will not be made by JPM (or its affiliates) or the Company as a result of or as part of the H2 Buyback, but JPM (or its affiliates) will make any disclosures it is legally required to make in relation to such transactions.

All Ordinary Shares purchased pursuant to the H2 Buyback will be held in treasury and are expected to be used to meet obligations arising from employee share schemes, or other allocations of Ordinary Shares, to employees or directors. No purchases will be made in respect of the Company's American Depositary Receipts.

LEI: 2138008M6MH9OZ6U2T68

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