Notice of meeting

Notice is hereby given that the ninth Annual General Meeting of Compass Group PLC (the ‘Company’) will be held in the Fleming Room at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Friday, 5 February 2010 at 11.00 a.m. in order to transact the following business:

To consider and, if thought fit, to pass the following Resolutions, of which Resolutions 11, 12 and 16 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions.

Resolution 1 – Report and Accounts

That the Directors’ Annual Report and Accounts and the auditors’ report thereon for the financial year ended 30 September 2009 be received and adopted.

Resolution 2 – Directors’ Remuneration report

That the Directors’ Remuneration report for the financial year ended 30 September 2009 be received and adopted.

Resolution 3 – Final dividend

To declare a final dividend of 8.8 pence per ordinary share in respect of the financial year ended 30 September 2009.

Resolution 4 – Don Robert

That Don Robert be elected as a director of the Company.

Resolution 5 – Gary Green

That Gary Green be re-elected as a director of the Company.

Resolution 6 – Sir Ian Robinson

That Sir Ian Robinson be re-elected as a director of the Company.

Resolution 7 – Steve Lucas

That Steve Lucas be re-elected as a director of the Company.

Resolution 8 – Deloitte LLP

That the auditors, Deloitte LLP, be re-appointed as the Company’s auditors until the conclusion of the next Annual General Meeting of the Company.

Resolution 9 – Auditors’ remuneration

That the directors be authorised to agree the auditors’ remuneration.

Resolution 10 – Authority to allot shares

That the power conferred on the directors by Article 12 of the Company’s Articles of Association be renewed for a period expiring at the end of the next Annual General Meeting of the Company after the date on which this Resolution is passed or, if earlier, 4 May 2011 and, for that period the section 551 amount shall be £61,800,000 and, in addition, the section 551 amount shall be increased by £61,800,000, provided that the directors’ power in respect of such latter amount shall only be used in connection with a rights issue:

1. (i)
   to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
2. (ii)
   to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and that the directors may impose any limits or restriction and make any arrangements which they consider necessary to deal with fractional entitlements, legal or practical problems under the laws of, or the requirements of, any relevant regulatory body or stock exchange, any territory, or any matter whatsoever.

Resolution 11 – Authority to allot shares for cash

That, subject to the passing of Resolution 10 above, the power conferred on the directors by Article 13 of the Company’s Articles of Association be renewed, such authority to apply until the conclusion of the next Annual General Meeting of the Company after the date on which this Resolution is passed or, if earlier, 4 May 2011 and for that period the section 561 amount is £9,250,000.

Resolution 12 – Purchase of own shares

That the Company be generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies Act 2006, to make market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 10 pence each in the capital of the Company subject to the following conditions:

1. 12.1
   the maximum aggregate number of ordinary shares hereby authorised to be purchased is 185,500,000;
2. 12.2
   the minimum price (exclusive of expenses) which may be paid for each ordinary share is 10 pence;
3. 12.3
   the maximum price (exclusive of expenses) which may be paid for each ordinary share is, in respect of a share contracted to be purchased on any day, an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and
4. 12.4
   this authority shall expire, unless previously renewed, varied or revoked by the Company, at the conclusion of the next Annual General Meeting of the Company or 4 August 2011, whichever is the earlier (except in relation to the purchase of ordinary shares, the contract for which was concluded prior to the expiry of this authority and which will or may be executed wholly or partly after the expiry of this authority).

Resolution 13 – The Compass Group PLC Long Term Incentive Plan 2010

That the Compass Group PLC Long Term Incentive Plan 2010 (the ‘LTIP’), to be constituted by the rules produced in draft to this Meeting and for the purpose of identification initialled by the Chairman, the principal features of which are summarised in this Notice of Meeting, be approved and adopted and that the directors be authorised to do all acts and things which they may consider necessary or expedient to carry the LTIP into effect, including making such modifications as they may consider appropriate to take account of the requirements of the London Stock Exchange, the UK Listing Authority, best practice or local tax, exchange control or securities laws outside the United Kingdom.

Resolution 14 – The Compass Group Share Option Plan 2010

That The Compass Group Share Option Plan 2010 (the ‘Share Option Plan’), to be constituted by the rules produced in draft to this Meeting and for the purpose of identification initialled by the Chairman, the principal features of which are summarised in this Notice of Meeting, be approved and adopted and that the directors be authorised to do all acts and things which they may consider necessary or expedient to carry the Share Option Plan into effect, including making such modifications as they may consider appropriate to take account of the requirements of the London Stock Exchange, the UK Listing Authority, best practice or local tax, exchange control or securities laws outside the United Kingdom.

Resolution 15 – Political donations

That the Company and any company which is, or becomes, a subsidiary of the Company during the period to which this Resolution relates be and is hereby authorised to:

1. 15.1
   make donations to political parties or independent election candidates; and
2. 15.2
   make donations to political organisations other than political parties; and
3. 15.3
   incur political expenditure,

during the period commencing on the date of this Resolution and ending on the date of the Company’s next Annual General Meeting, provided that any such donations and expenditure made by the Company, or by any such subsidiary, shall not exceed £125,000 per company and together with those made by any such subsidiary and the Company, shall not exceed in aggregate £125,000.

Any terms used in this Resolution which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this Resolution 15.

Resolution 16 – Notice of Meetings other than Annual General Meetings

That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days’ notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this Resolution.

By Order of the Board
Mark J White
General Counsel and Company Secretary
23 December 2009

Registered Office:
Compass House
Guildford Street
Chertsey, Surrey KT16 9BQ

Registered in England and Wales No. 4083914