Compass : Restricted Share Award Plan rules

FINAL DRAFT

COMPASS GROUP PLC

The Compass Group PLC Restricted Share

Award Plan

Adopted by the Board on 13 March 2019 and amended by resolution of the

Remuneration Committee on 19 November 2020

and approved by shareholders in the Annual General Meeting held on [•] 2025

EUROPE-LEGAL-296908898/2 021312-0006

	CONTENTS
RULE		PAGE
1.	Definitions	1
2.	Grant Of Awards	5
3.	Limits	6
4.	Performance Conditions	7
5.	Vesting Of Awards	7
6.	Holding Period	9
7.	Entitlement To Dividend Equivalents	9
8.	Leavers	9
9.	Issue, Transfer or Listing of Shares	11
10.	Lapse Of Awards	12
11.	Corporate Events General Offer	12
12.	Malus And Claw-Back Arrangements	15
13.	Taxation	17
14.	Amendment And Administration	17
15.	General	18
16.	Governing Law	20

EUROPE-LEGAL-296908898/2 021312-0006

i

THE COMPASS GROUP PLC RESTRICTED SHARE AWARD PLAN RULES

1. Definitions

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

Adoption Date means [•] 2025, the date on which the Plan was approved by shareholders at the annual general meeting;

Award means an award granted under Rule 2 in the form of an Option, a Conditional Award or a Phantom Award;

Award Certificate means the notification to a Participant setting out the specific conditions of an Award in such form as the Committee may determine from time to time;

Board means the board of directors of the Company or a duly authorised committee of it which may include the Committee;

Capital Reorganisation means any variation in the share capital or reserves of the Company (including, without limitation, by way of capitalisation issue, rights issue, open offer, sub-division, consolidation or reduction);

Cash Amount means, in relation to an Award which has Vested, an amount which, in the opinion of the Committee, is equal to the Market Value on the Vesting Date of the Vested Shares less any amount which the Participant is required to pay under these rules in order to realise the Award;

Closed Period means the period of 30 days prior to the announcement of the Company's results for any period and such other period during which the Participant is prohibited from dealing in Shares under the MAR and any successor legislation thereto, the Share Dealing Code or under any statute, regulation or similar code to which the Company is subject;

Committee means the remuneration committee of the Board or such other appropriately constituted committee, and includes any person(s) acting pursuant to authority delegated by the Committee;

Company means Compass Group PLC registered in England and Wales under number 04083914;

Company Secretary means the company secretary of the Company;

Conditional Award means an Award which takes the form of a conditional right to acquire or receive Shares at no or nominal cost;

Control means control within the meaning of section 719 of the Income Tax (Earnings and Pensions) Act 2003;

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

Date of Grant means the date on which the Committee grants an Award under Rule 2;

EUROPE-LEGAL-296908898/2 021312-0006	1	27
	

Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;

Dealing Restriction means a restriction on dealing in Shares imposed by any law, order, regulation or directive, the Listing Rules, MAR and any successor legislation thereto, the Share Dealing Code, the City Code on Takeovers and Mergers, the rules applying to any listing of the Company under the Listing Rules and/or any other restrictions imposed by law or any code adopted by the Company regulating dealings in Shares PROVIDED THAT (notwithstanding any provision to the contrary in any dealing code), the Vesting of a Conditional Award and the automatic sale of Shares to satisfy Tax on that Vesting by a Participant who is not a PDMR shall not constitute a dealing for the purposes of these rules and as such shall not be prohibited by a Dealing Restriction;

Dividend Equivalent means a right to receive additional Shares equal in value to the aggregate dividends paid on a Share between the Date of Grant and the Vesting Date of the Award;

Employee means a person who at the Date of Grant is an employee of any member of the Group but excluding any employee who is an executive director (i.e. an employed member of the Board) of the Company;

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

Financial Year means a financial year of the Company within the meaning of section 390 of the Companies Act 2006;

Grant Period means such period as may be determined by the Committee from time to time;

Group means the Company and its Subsidiaries and member of the Group shall be construed accordingly;

Holding Period means the post-Vesting Period of two years (or such other period as the Committee may determine) applied to Vested Shares in accordance with Rule 5 during which the Participant must retain either the Shares which Vest under an Award (including any Shares delivered in satisfaction of Dividend Equivalents) or, in the case of a Vested but unexercised Option, the Option itself;

Listed means admitted to trading on the London Stock Exchange, and Listing will be construed accordingly;

Listing Rules means the Listing Rules issued by the UK Listing Authority, as amended from time to time;

London Stock Exchange means London Stock Exchange Group plc or any successor body thereto;

MAR means Market Abuse Regulations published by the European Parliament and the Council of the European Union and any successor legislation thereto;

Market Value means, in relation to a Share on any day:

1. if and for so long as the Shares are Listed, the closing middle-market quotation for a Share (as derived from the Daily Official List) for the Dealing Day immediately preceding the Date of Grant or, if the Committee so determines:
2. 1. the closing middle-market quotation for a Share (as derived from the Daily Official List) on the Date of Grant; or
   2. the average of the closing middle-market quotations during such period as the Committee may determine but not exceeding 30 Dealing Days ending with the Dealing Day immediately preceding the Date of Grant provided that such Dealing Day(s) fall within a Grant Period; or
3. if the Shares are not Listed, the value of a Share on that date as determined by the Board in its absolute discretion having regard to Part VIII of the Taxation of Chargeable Gains Act 1992;

Official List means the Official List of the UK Listing Authority;

Option means an Award which takes the form of an option to acquire Shares at no or nominal cost following Vesting;

Option Exercise Date means the date when the exercise of an Option is effective because it complies with Rule 5.5;

Option Exercise Price means the price per Share at which a Participant may acquire Shares on the exercise of an Option determined under Rule 5.5;

Participant means an individual who holds a subsisting Award (including, where the context permits, the legal personal representatives of a deceased Participant);

PDMR means an Employee identified as a person discharging managerial responsibilities pursuant to Article 3(1)(25) of MAR;

the Performance Conditions means the performance conditions (if any) set out in the Schedules to these rules or such other performance conditions as may be set at the Date of Grant by the Committee;

Phantom Award means an Award which takes the form of a right to call for a cash payment calculated by reference to the Market Value of a notional Share;

the Plan means this Compass Group PLC Restricted Share Award Plan as amended from time to time in accordance with the rules;

Share Dealing Code means the Company's code on share dealing as in force from time to time;

Shares means fully paid ordinary shares in the capital of the Company or shares representing those shares following any Capital Reorganisation;

Subsidiary means any company which is a subsidiary of the Company within the meaning of section 1159 of and Schedule 6 to the Companies Act 2006;

Tax means all liability to income tax (or overseas equivalent) which any member of the Group is liable to account for on behalf of the Participant directly to any taxation authority (including, but without limitation, through the PAYE system) and all liability to social security (or overseas equivalent) which any member of the Group is liable to account for on behalf of the Participant to any taxation authority (including, but without limitation, primary Class 1 (employee's) National Insurance contributions) which arises in connection with an Award or Shares;

Termination Date means the date on which a Participant ceases to be employed by the Group;

Treasury Shares means treasury shares held by the Company in accordance with sections 724 to 732 of the Companies Act 2006;

Trustees means the trustees or trustee for the time being of any employee benefit trust established by the Company or any member of the Group from time to time for the benefit of employees of the Group;

UK Listing Authority means the Financial Conduct Authority (or any successor body carrying out the same functions) acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

Vested Shares means Shares or notional Shares the subject of Awards in respect of which the Vesting Date has passed, and Vest and Vesting shall be construed accordingly;

Vesting Date means in respect of an Award the later of: (i) the vesting date stated in the Award Certificate; (ii) the date on which the Committee has determined the Performance Conditions (if any) have been satisfied; and (iii) subject to Rules 8 and 11 the date on which the Vesting Period has ended, provided that if the Vesting Date would otherwise fall on a date when the Vesting of the Award or the sale of any Shares to satisfy Tax arising on Vesting would be prohibited by Dealing Restrictions, it shall be at such later date as those Dealing Restrictions lift; and

Vesting Period means in relation to an Award, the period beginning on the Date of Grant of such Award and ending on the Vesting Date (or such earlier date as is specified in Rules 8 and 11).

1.2 Interpretation

In these rules, unless the context otherwise requires:

1.2.1 references to a "person" include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality); and

1.2.2 headings do not affect the interpretation of these rules; the singular shall include the plural and vice versa; and references to one gender include all genders.

1.3 Enactments

Except as otherwise expressly provided in these rules, any express reference to an enactment includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment before or after the Adoption Date; (ii) any enactment which that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) made (before or after the Adoption Date) under that enactment, as amended, consolidated or re-enacted as described at (i) or (ii) above.

2. Grant Of Awards

1. The Committee shall, in its absolute discretion, determine which Employees (if any) will be selected for the grant of an Award. Awards may then be granted to selected Employees during a Grant Period. The Committee shall determine whether any Award will take the form of an Option, a Conditional Award or a Phantom Award.
2. An Employee may be granted any form of Award or any combination of Awards save that an Employee may only be granted a Phantom Award if the grant of an Award or Option involving real shares is not appropriate or feasible for legal, regulatory or tax reasons. References to "realise", "realised" or "realisable" in the case of a Conditional Award and a Phantom Award shall, in the case of an Option, be construed as "call for", "called for" or "may be called for" respectively.
3. Prior to the granting of any Awards, the Committee may, in its absolute discretion, enter into a deed poll recording its intention to grant Awards and agreeing to be bound by the Award Certificates issued pursuant to Rule 2.4 below.
4. Each Award shall be evidenced by an Award Certificate issued by the Company or such other documentation as the Committee may determine in its absolute discretion (electronically or in hard copy).
5. The Committee shall arrange for a Participant to be notified as soon as reasonably practicable of any determination pursuant to Rule 9.2 and, where relevant, to receive revised information on (or an updated Award Certificate setting out) the revised terms of their Award (electronically or in hard copy). Any Award subject to a determination pursuant to Rule 9.2 shall not be treated as a grant of a new Award for the purposes of these rules so that the Date of Grant, number of Shares under the Award, Performance Conditions, Vesting Period, Holding Period and Vesting Date shall be unaffected.
6. 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) their rights under the Award. In such case, the Award shall be treated as never having been granted. No consideration shall be due from the Company for such renunciation.

1. Every Award granted under this Plan shall be personal to the Participant to whom it is granted and, except to the extent necessary to enable a personal representative to realise the Award following the death of a Participant, neither the Award nor the benefit of that Award may be transferred, assigned, charged or otherwise alienated. An Award will lapse immediately if the Participant to whom it was made purports to transfer, charge or otherwise alienate that Award otherwise than as permitted by this Rule 2.7.
2. If the Committee so requires, the Participant will enter into an agreement or election pursuant to paragraphs 3A or 3B of Schedule 1 to the UK Social Security Contributions and Benefits Act 1992 and/or a joint election under Section 431 of the Income Tax (Earnings and Pensions) Act 2003 (as the Committee shall determine) with the relevant member of the Group by the fourteenth day following the transfer of Shares to the Participant pursuant to the Award, in which case the number of Shares subject to an Award may, at the discretion of the Committee, be increased (at the Date of Grant) to reflect that the Participant is bearing this liability.
3. The grant of any Award under the Plan shall be subject to any applicable Dealing Restrictions.

3. Limits

1. Individual limits
   No limit will apply to the Market Value of Shares over which an Award may be granted.
2. Plan limits
3. 1. Awards will not be granted in any Financial Year if, at the time of grant, they would cause the total number of Shares issued or issuable under options or awards granted in the previous 10 years under this Plan or any other Employees' Share Scheme adopted by the Company to exceed 10 per cent of the Company's ordinary share capital in issue at that time.
   2. 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.
   3. In determining the limits in this Rule 3, no account shall be taken of:
   4. 1. any Shares attributable to an Award which was released, lapsed, forfeited or otherwise became incapable of realisation;
      2. any Shares which may be acquired pursuant to any Award as a result of the operation of Rule 7; or
      3. any Shares attributable to an Award where arrangements have been made for it to be satisfied by the transfer of existing Shares

(other than from Treasury) or for it to be satisfied by the payment of a Cash Amount under Rule 9.2.

4. Performance Conditions

1. The Vesting of Awards may be dependent upon the satisfaction of Performance Conditions or other terms that are considered by the Committee to be appropriate. The Committee can set different Performance Conditions or other terms for Awards granted at different times and to different Participants (in terms of the type of condition, the weighting given to that condition and the targets applicable to each condition) and such terms may include that Vesting of an Award is conditional upon compliance with post-employment restrictive covenants.
2. An Award granted subject to Performance Conditions will Vest as to the percentage of Shares (or, in the case of an Award which is granted in the form of a Phantom Award, notional Shares) determined in accordance with the Performance Conditions.
3. The Committee may determine that an Award should be subject to multiple Performance Conditions or that an Award should be sub-divided and that each part be subject to a different condition.
4. The Committee may vary the Performance Conditions applying to existing Awards if an event occurs or there are circumstances (for example, an acquisition or disposal of a business or a significant part of a business) such that the conditions are no longer a fair measure of performance provided that, in the reasonable opinion of the Committee, the new conditions are not materially less challenging than the original conditions would have been but for the event or circumstances in question. In exercising any power to vary the Performance Conditions, the Committee will have regard to ensuring fairness between Participants and shareholders.
5. The Committee shall, as soon as reasonably practicable, notify a Participant of any determination made under Rule 4.4.
6. An Award shall lapse to the extent the Performance Conditions (if any apply) are not met at the relevant Vesting Date.
7. Nothing in this Rule 4 shall require the Committee to impose Performance Conditions or other terms on any Award.

5. Vesting Of Awards

1. Except as otherwise permitted in these rules and unless the Committee decides otherwise at the Date of Grant, an Award shall Vest on the Vesting Date to the extent that the Performance Conditions which apply to that Award (if any) have been met.
2. Save as otherwise permitted in these rules, and subject to any applicable Holding Period, an Award may only be realised:
   5.2.1 if the Award has Vested; and

1. 1. by a Participant who has remained an Employee during the relevant Vesting Period and until the Vesting Date.
2. As soon as reasonably practicable after the end of the Vesting Period the Committee shall notify Participants of the extent to which the Performance Conditions (if applicable) have been satisfied and the Award has Vested.
3. Vested Shares under Conditional Awards will be released to Participants automatically, to the extent that the Performance Conditions or other terms (if applicable) have been satisfied subject to:
4. 1. any sale of Shares for Tax under Rule 13.1;
   2. any arrangements to give effect to the Holding Period in accordance with Rule 6,

automatically within 45 days of the Vesting Date (regardless of the Vesting Date occurring during a Closed Period). A Participant need take no action to realise a Conditional Award other than pay the Company any amount specified at the Date of Grant to realise the Award.

1. Vested Options are exercisable up until the tenth anniversary of the Date of Grant after which they will lapse. Where an Award is granted in the form of an Option, a Participant may, subject to any Dealing Restrictions (including for the avoidance of doubt Closed Periods), exercise a Vested Option by written notice to the Company in the form required by the Company at any time during the period of 10 years following the Date of Grant SAVE THAT where the Vested Shares may be called for as a result of a relevant event occurring under Rule 10, the Participant shall be deemed to have exercised their Vested Option on the occurrence of the relevant event. A notice of exercise will take effect on the date it is accepted as valid by the Company or, if there are any Dealing Restrictions in place on that date, such later date when all Dealing Restrictions have lifted. Subject to any Dealing Restrictions, sale of Shares for Tax under Rule 13.1 and any arrangements to give effect to the Holding Period in accordance with Rule 6, the Shares comprised in a Vested Share Option will be transferred to the Participant as soon as reasonably practicable (and not more than 45 days) following the date the notice of exercise takes effect.
2. Vested Phantom Awards shall be satisfied in the next available payroll following the Vesting Date by a payment equal to the Market Value of the Vested notional Shares under the Phantom Award on the Vesting Date.
3. Save as otherwise provided in these rules, an Award shall lapse automatically on the Participant ceasing to be an Employee at any time before the Vesting Date applicable to the Award.
4. Notwithstanding the above, the Committee may determine that a Participant's Award shall not Vest if they have been suspended from their employment by reason of suspected misconduct. A Participant shall have no entitlement to compensation for any loss suffered by reason of a delay to the Vesting of their Awards pursuant to this Rule 5.8.