Compass : Redline Compass Group PLC Long Term Incentive Plan 2018 rules

FINAL DRAFT

RULES OF THE COMPASS GROUP PLC LONG

TERM INCENTIVE PLAN 2018 (as applying to Awards made after 8 February 2018)

Approved by a resolution of the Remuneration Committee

on 15 November 2017

and by shareholders in the Annual General Meeting

held on 8 February 2018

Amended by resolution of the Remuneration Committee on 19 November 2020

Amended by resolution of the Remuneration Committee on [] and by shareholders in

the Annual General Meeting held on [] 2025

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	CONTENTS
	Rule Page Number
1.	Interpretation	1
2.	Grant of Awards	3
3.	Limits	5
4.	Performance Condition	6
5.	Performance Periods	7
6.	Vesting of Awards	9
1. Interpretation	3
2. Grant of Awards	5
2.1 Awards Granted by Grantor	5
2.2 Procedure for Grant of Awards and Date of Grant	5
2.3 Contents of Award Certificate	5
2.4 Duration of Plan	5
2.5 Right to Renounce Awards	5
2.6 Awards Non-transferable	5
2.7 Awards subject to Dealing Codes	6
2.8 Dividend Equivalent	6
3. Limits	6
4. Performance Condition	7
4.1 Imposition of Performance Condition and other terms	7
4.2 Nature of Performance Condition	7
4.3 Performance Condition can no longer be satisfied	7
4.4 Substitution, Variation or Waiver of Performance Condition	8
4.5 Notification to Participants	8
5. Performance Periods	8
5.1 Duration of Performance Periods	8
5.2 Rights of leavers	8
5.3 Meaning of Ceasing to be Employed within Group	9
6. Vesting of Awards	9
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7.7.	Takeover, Reconstruction, Amalgamation or Winding Up
	ofreconstruction, amalgamation or winding up of Company	11
8.	Lapse of Awards	13
9.	General matters relating to delivery of Shares	13
10.	Recoupment: malus and clawback	14
Company	11.
	....................................................................... Relationship of Plan to contract of
	employment	15
12.	Data privacy	15
13.	Administration of Plan	16
14.	Amendment of Plan	16
15.	Notices	17
16.	Governing law and jurisdiction	17
7.1 General Offer for Company	11
7.2 Reconstruction or Amalgamation of Company	11
7.3 Winding up of Company	11
7.4 Meaning of "Obtains Control of the Company"	11
7.5 Vesting of Awards on takeover, etc	11
7.6 Notification to Participant	11
7.7 Variation of Capital	12
8. Lapse of Awards	12
9. General Matters Relating to Delivery of Shares	12
10. Recoupment: Malus and Clawback	13
11. Relationship of Plan to Contract of Employment	14
CONTENTS
Rule		Page Number
12. Administration of Plan	14
12.1 Committee responsible for administration	14
12.2 Committee's decision final and binding	14
12.3 Discretionary nature of Plan	14
12.4 Provision of information	15
12.5 Cost of Plan	15
12.6 Trustee	15
13. Amendment of Plan	15
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13.1 Power to amend Plan	15
13.2	Rights of Participants	15
13.3	Notification to Participants	15
14. Notices	15
14.1 Notice by Company	15
14.2	Death of a Participant	15
14.3 Notice to Company	15
15. Governing Law and Jurisdiction	16
15.1 Governing law	16
15.2	Jurisdiction	16
15.3	Jurisdiction agreement for benefit of Company only	16
15.4	Participant deemed to have agreed to submit to jurisdiction	16

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RULES OF THE COMPASS GROUP PLC

LONG TERM INCENTIVE PLAN 2018

1. INTERPRETATIONInterpretation

1.1 In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:

Acting IninConcert the meaning given to that expression in The City Code on Takeovers and Mergers in its present form or as amended from time to time;

Adoption Date meansthe date on which the Plan is adopted by the Company in general meeting;

Award Ameansconditional right to receive Shares pursuant to the Plan granted either as a Performance Share Award or a Deferred Bonus Award;

Award Certificate meansthe documents sent to or made available to the Participant in respect of the grant of an Award under Rule 2.22.2;

Deferred Bonus Award an award linked to the amount of a Participant's bonus as described

in Rule 3;

Cash Amount meansin relation to an Award which has Vested an amount which is equal to the Market Value of the number of Shares comprised in such Award which have vestedVestedon the Vesting Date;

Committee meansthe remuneration committee or some other duly authorised committee of the board of directors of the Company consisting exclusively of non executive directors;

Company meansCompass Group PLC incorporated in England and Wales under company number 4083914;

Company Secretary means the company secretary of the Company;

Comparator Group meansthe companies listed in the performance schedule appended to the Award Certificate;

Control meansthe meaning given to that word by section 1124 of the Corporation Tax Act 2010;

Daily Official List means the daily official list of the London Stock Exchange;

Date of Grant meansthe date on which an Award is granted to a Participant determined in accordance with Rule 2.22.2;

Deferred Bonus Award means any part of a pre-tax cash amount payable to an Eligible Employee under a bonus arrangement determined by the Committee to comprise an Award under the Rules of this Plan;

Directors' Remuneration Policy has the meaning given by section 226A of the Companies Act 2006;

Effective Date Themeans thedate on which the Committee determines the

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Performance Period shall commence, which unless otherwise specified shall be the first day of the financial year in which the Date of Grant falls;

Eligible Employee meansan employee or executive directorExecutive Directorof the Company or of any member of the Group on the Date of Grant together with a former employee or executive directorExecutive Directorof the Company or any member of the Group where there is a requirement for part of their remuneration related to their employment to be deferred or awarded in the form of Shares;

Employees' Share Scheme has the meaning given by section 1166 of the Companies Act 2006;

Executive Director means any executive director (i.e. an employed member of the board of directors) of the Company;

Financial Year Ameans afinancial year (as defined in section 390 of the Companies Act 2006) of the Company;

Grantor Themeans theperson who grants an Award;

Group Themeans theCompany and its Subsidiaries from time to time and the expression "member of the Group" shall be construed accordingly;

Market Value Themeans themiddle market quotation for a Share as derived from the Daily Official List of The London Stock Exchangeor the market value (within the meaning of part VII of the Taxation of Chargeable Gains Act 1992) of a Share, as appropriate;

Official List means the Official List of the FCA;

Participant meansan Eligible Employee who has received an Award which has not Vested, lapsed or been surrendered or forfeited;

Performance Condition meansthe performance condition imposed as a condition of the Vesting of a Performance Share Award under Rule 4.14;

Performance Percentage meanswith respect to a Performance Share Award, the percentage derived from the performance schedules appended to the Performance Share Award Certificate in respect of the Performance Condition(s) subject to which an Award was granted (which may be set by the Committee at different levels for different Performance Share Awards and at different levels and comprising different conditions for different groups of Eligible Employees));

Performance Period meansthe period defined in Rule 55;

Performance Share Award meansan Award which is subject to a Performance Condition;

Performance Share Award Certificate means the documents sent to or made available to the Participant in respect of the grant of a Performance Share Award;

Plan meansthe Compass Group PLC Long Term Incentive Plan 2018 in its present form or as amended from time to time;

Share meansa fully paid ordinary share in the capital of the Company;

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Subsidiary hasthe meaning given to that word in section 1159 of the Companies Act 2006;

Tax Liability hasthe meaning given to that expression in Rule 9.29.2;

TSR ranking meansthe Company's ranking within the Comparator Group by reference to total shareholder return over the Performance Period calculated in accordance with schedule(s) to the Award Certificate;

Treasury or Treasury SharesShare meansShares held by the Company in accordance with sections 724-732724to 732of the Companies Act 2006;

Trustee Themeans thetrustee or trustees from time to time of the Compass Group Long Term Incentive Plan Trust;

Vest meansthe right to the Shares subject to an Award becoming unconditional and "Vested" and "Vesting" shall be construed accordingly; and

Vesting Date Themeans thedate on which the Shares subject to an Award willVest in accordance with Rule 66.

1.2 In the Plan, unless otherwise specified:

1. the contents and Rule headings are inserted for ease of reference only and do not affect their interpretation;
2. a reference to a Rule is a reference to a Rule of the Plan;
3. a reference to writing includes any mode of reproducing words in a legible form and reduced to paper;
4. the singular includes the plural and vice-versa and the masculine includes the feminine;
5. a reference to a statutory provision includes any statutory modification, amendment or re-enactment thereof; and
6. the Interpretation Act 1978 applies to the Plan in the same way as it applies to an enactment.

2. GRANT OF AWARDSGrant of Awards

2.1 Awards Granted by Grantor

The Grantor may,grant Awards to such Eligible Employees under the Plan on terms recommended by the Committee and in such manner as it shall determine in its absolute discretion, save that Awards may only be granted to Executive Directorswithin 42 days following the date of the approval of the Plan by the Company in general meeting and thereafter within the periods of 42 days following the date of approval of an amendment of the Plan by the Company in general meeting, the announcement to the market of the final results and of the interim results of the Company for any Financial Year or other period and at such other times that the Committee considers to be exceptional, grant Awards to such

Eligible Employees under the Plan on terms recommended by the Committee and in such manner as it shall determine in its absolute discretion.. .

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1. Procedure for Grant of Awards and Date of Grant
   The Date of Grant of the Award shall be taken in these Rules to be the date that the Committee resolves that it should be granted. As soon as reasonably practicable following the Date of Grant, the Grantor shall execute a deed granting the Award, and send that deed, or a certificate in respect of the Award, to the Participant.
2. Contents of Award Certificate
3. 1. An Award Certificate shall state:
   2. 1. 2.3.1the Date of Grant and the Effective Date;
      2. 2.3.2the maximum number of Shares which may be acquired under the Award;
      3. 2.3.3the date or dates on which the Award will ordinarily Vest, which shall not normally be earlier than three years after the Effective Date;
      4. 2.3.4whether the Award is (i) a Performance Share Award or (ii) a Deferred Bonus Award; and
      5. andshall state, or have attached to it in the form of one or more schedules, the Performance Condition (if any) applicable to the Award.
   3. Subject thereto, an Award Certificate shall be in such form as the Committee may determine from time to time.
4. Duration of Plan
   An Award may not be granted:
5. 1. earlier than the Adoption Date; nor
   2. later than the tenth anniversary of the Adoption Date.
6. Right to Renounce Awards
   A Participant may, by notice in writing to the Company, within thirty days after the Date of Grant renounce (in whole but not in part) his or her rights under the Award. In such a case, the Award shall to that extent be treated, for the purpose of the Plan, as never having been granted. No consideration shall be due from the Grantor for any such renunciation.
7. Awards Non-transferablenon-transferable
   An Award shall be personal to a Participant and shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Award.
8. Awards subject to Dealing Codesdealing codes
   Notwithstanding any other provision of the Plan, the grant of any Award under the

Plan, Vesting of any Award under the Plan and the delivery of any Shares to

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participantsParticipants(including any sale of such Shares to meet a Tax Liability) shall be subject to the provisions of the Company's Code of Dealing, the Market Abuse Regulation published by the European Parliament and the Council of the European Union ("EU")and any successor legislation thereto ("MAR")), any other dealing restrictions imposed by law or the Company and to obtaining any approval or consent required under the provisions of MAR, the City Code on Takeovers and Mergers or any other regulation or enactment.

2.8 Dividend Equivalent

An Award may include the right to receive an amount equal to the ordinary dividend payable on the number of Vested Shares between the Date of Grant and the Vesting Date (the "Intervening Period"). Such amount shall be calculated in such manner as the Committee may determine and may be paid in cash or Shares (as determined from time to time by the Grantor with the consent of the Committee and may additionally include an amount equal to the dividend which would have been payable had the equivalent been paid in Shares on each date on which such dividend had been paid during the Intervening Period). Any such dividend equivalent will be paid to any relevant Participants as soon as practicable after Vesting of an Award but subject to the usual statutory deductions for applicable social security contributions and tax.

3. LIMITSLimits

1. 3.1Individual limits
   The total Market Value of the Shares under any Awards granted to an Executive Director in respect of any Financial Year cannot, at the Date of Grant, exceed the level specified in the Company's Directors' Remuneration Policy in force at that date. Awards made to any other Eligible Employee are not subject to any limit on Market Value.
2. Plan limits
   3.0.1 No Participant shall be granted Performance Share Awards which would, at the time they are granted, cause the aggregate market value of Shares subject to any Performance Share Awards granted to him or her in respect of any Financial Year to exceed 400% of the salary of such person and for the purposes of this Rule 3.1:
3. 1. a person's salary shall be taken to be his or her base salary before tax (excluding benefits in kind and bonuses) expressed as an annual rate, payable by the Group to him or her at that time;
   2. the market value of Shares subject to an Award granted under the Plan shall be:
   3. 1. the price of Shares of the same class as those Shares as listed in the London Stock Exchange plc Daily Official List, being the mid- market closing quotation or mean average of the mid-market closing quotation of Shares of that class on such dealing day or such dealing days as the Committee may determine preceding the Date of Grant, provided that such dealing day(s) shall not fall before the day on which the Company last announced its results for any period;
      2. if paragraph (i) does not apply, the market value (within the meaning of part

VII of the Taxation of Chargeable Gains Act 1992) of Shares of that

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class on the Date of Grant;

1. any Award which shall have been released or renounced to any extent shall be treated to that extent as if it were still exercisable; and
2. where a payment of remuneration is made otherwise than in sterling, the payment shall be treated as being of the amount of sterling ascertained by applying such rate of exchange as the Committee shall reasonablydetermine.

3.1.2 The number of Shares subject to a Deferred Bonus Award will be calculated using that part of a Participant's annual bonus (before the deduction of tax and social security contributions) which the Participant has been required to receive in the form of a Deferred Bonus Award using the market value of the Shares as determined by the

Committee. The provisions of Rules 3.1.1.1, 3.1.1.2, 3.1.1.3 and 3.1.1.4 shall apply mutatis mutandis to a Deferred Bonus Award.

1. 1. 3.2 NoAwards shallwill notbe granted in any Financial Year which wouldif, at the time of grant,they are granted,wouldcause the totalnumber of Shares allocated in the period ofissued or issuable under options or awards granted in
      the previous10 years ending on the expiry of that Financial Yearunder this Plan or underany other employee share schemeEmployees' Share Schemeadopted
      by the Company to exceed such number as represents10 per cent.of the Company'sordinary share capital of the Companyin issue at that time.
2. No Awards shall be granted in any Financial Year which would, at the time they are granted, cause the number of Shares allocated in the period of 10 years ending on the expiry of that Financial Year under this Plan or under any other executive share scheme adopted by the Company to exceed such number as represents 5 per cent of the ordinary share capital of the Company in issue at that time.
3. For purposes of the limits set out in Rules 3.2 and 3.3 where in connection with an employees' share scheme established by the Company, the Company grants an option to subscribe for (or buy from Treasury) Shares to the Trustees or any other employee trust established by the Company (or issues, or transfers from Treasury, Shares to such trust other than pursuant to the exercise of such an option), this shall be treated as the grant of an option to subscribe for Shares under that scheme.
4. Any Award granted under the Plan shall be limited and take effect so that the above limits are complied with.
5. References in this Rule 3 to "allocated" shall mean, in relation to any Award, an option or other right to acquire shares, the placing of unissued (or Treasury) Shares under option or such other right, and for awards where there is no grant of an option or right to acquire shares, the allotment and issue (or delivery from Treasury) of shares to satisfy the award. For the avoidance of doubt "allocated" does not include purchases of Shares in the market or transfers of Shares out of an employee benefit trust.
6. 1. Where Treasury Shares are transferred or are to be transferred under this Plan or any other Employees' Share Scheme established by the Company, they will be treated, for the purpose of this Rule 3, as Shares which are issued or issuable for so long as recommended by UK institutional shareholder guidelines.
   2. In determining the limits in this Rule 3, no account shall be taken of:

1. any Shares attributable to an Award which was released, lapsed, forfeited or otherwise became incapable of realisation;

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