National Storage Mechanism | Additional information

Legal Entity Identifier (LEI) No. 2138008M6MH9OZ6U2T68

COMPASS GROUP PLC

ANNUAL GENERAL MEETING - 9 FEBRUARY 2023: POLL RESULTS

The Compass Group PLC Annual General Meeting was held on Thursday 9 February 2023. All resolutions were decided on a poll and all resolutions proposed at the Meeting were passed.

The number of votes for and against each of the resolutions, and the number of votes withheld are set out below:

Details

No. of Votes 'For' & 'Discretionary

No. of Votes

Total No. of

% capital voted

No. of

Res

'Against'

Votes Cast

Votes

Withheld

Receive and adopt the Annual Report and Accounts

1,401,619,827

99.97

457,788

0.03

1,402,077,615

80.17

17,754,099

Receive and adopt the Directors' Remuneration Report

997,278,858

70.32

420,854,399

29.68

1,418,133,257

81.09

1,698,457

Declare a final dividend

1,419,576,678

99.99

706

0.01

1,419,577,384

81.17

255,820

Re-elect Ian Meakins

1,385,395,781

97.61

33,961,009

2.39

1,419,356,790

81.16

474,924

Re-elect Dominic Blakemore

1,407,118,282

99.12

12,436,602

0.88

1,419,554,884

81.17

276,830

Re-elect Palmer Brown

1,410,535,014

99.39

8,705,940

0.61

1,419,240,954

81.15

590,760

Re-elect Gary Green

1,400,141,421

98.65

19,211,768

1.35

1,419,356,189

81.16

475,525

Re-elect Carol Arrowsmith

995,626,624

89.34

118,845,979

10.66

1,114,472,603

63.72

305,359,109

Re-elect Stefan Bomhard

1,387,491,346

97.74

32,048,517

2.26

1,419,539,863

81.17

291,851

Re-elect John Bryant

1,365,939,936

96.22

53,601,538

3.78

1,419,541,474

81.17

290,240

Re-elect Arlene Isaacs-Lowe

1,393,803,165

98.19

25,735,456

1.81

1,419,538,621

81.17

293,095

Re-elect Anne-Francoise Nesmes

1,393,082,936

98.14

26,458,766

1.86

1,419,541,702

81.17

290,012

Re-elect Sundar Raman

1,388,216,261

97.79

31,324,645

2.21

1,419,540,906

81.17

290,810

Re-elect Nelson Silva

1,381,102,816

97.78

31,319,381

2.22

1,412,422,197

80.76

7,409,517

Re-elect Ireena Vittal

1,230,277,390

87.26

179,590,436

12.74

1,409,867,826

80.61

9,963,890

Re-appoint KPMG LLP as Company's auditors

1,412,196,944

99.48

7,359,690

0.52

1,419,556,634

81.17

275,080

Authorise the Audit Committee to agree the Auditor's remuneration

1,419,390,704

99.99

163,713

0.01

1,419,554,417

81.17

277,297

Political donations

1,356,339,053

95.55

63,098,198

4.45

1,419,437,251

81.16

396,845

Authority to allot shares

1,300,235,389

91.59

119,321,424

8.41

1,419,556,813

81.17

274,901

Authority to allot shares for cash*

1,358,671,543

95.94

57,524,286

4.06

1,416,195,829

80.98

3,635,885

Additional authority to allot shares for cash in limited circumstances*

1,349,024,412

95.26

67,172,292

4.74

1,416,196,704

80.98

3,635,010

Authority to purchase shares*

1,401,563,674

98.89

15,729,432

1.11

1,417,293,106

81.04

2,540,098

Reduce general meeting notice periods*

1,347,521,827

94.95

71,670,650

5.05

1,419,192,477

81.15

639,833

* Passed as a special resolution.

The Board of Compass Group PLC is pleased to note that all resolutions were passed at today's AGM, and we would like to take this opportunity to thank our shareholders for their ongoing support. Although over 70% of shareholders supported Resolution 2 in respect of our Directors' Remuneration Report, we acknowledge that a notable minority did not vote in favour of this resolution.

The Company conducted a comprehensive engagement exercise with shareholders in advance of this year's Annual General Meeting and it was apparent that investor opinions on the Resolution 2 were mixed. The majority of shareholders, and two of the most prominent voting advisory bodies, were supportive of the resolution and of the Company's approach to remuneration. A minority of shareholders were influenced by another influential voting advisory body that was opposed to the resolution; with concerns primarily relating to the increase in long-term incentive opportunity as part of the Remuneration Policy that was successfully approved by shareholders at the 2022 AGM. Notably, not all the shareholder dissent was against the increase in LTIP quantum; indeed, the largest single vote against the Remuneration Policy last year, and against the Remuneration Report this year, was partly influenced by a view that the incentive opportunities were not high enough. In this context, building unanimous support across the register was challenging.

In developing the Remuneration Policy last year, the Remuneration Committee consulted extensively with our largest shareholders prior to last year's AGM. The feedback received helped the Committee to shape our final proposals. In advance of the 2022 AGM, the Committee had a clear understanding that, while the approach had the support of the majority of our investors, there was a minority who were unsupportive of the proposed changes at that time.

After careful consideration of all feedback, the Committee concluded that the proposed approach was in the long-term interests of the Company and of our shareholders. The Committee therefore proceeded with the adoption and subsequent implementation of the Remuneration Policy following approval by investors at the 2022 AGM. We also subsequently maintained dialogue with investors on executive pay, including with those who did not support the Remuneration Policy, with further engagement in the Spring of 2022 and in early 2023.

Over multiple years, the Remuneration Committee has engaged extensively with shareholders on matters relating to executive pay and we intend to maintain this open and transparent dialogue in the future. We recognise that executive pay is a topic which attracts strong and often differing opinions amongst investors and we will therefore continue to seek an approach which is measured, fair, and supports the sustainable delivery of the Company's long-term strategy.

John Bryant has taken over the Remuneration Committee Chair role following the AGM. John will be extending an invitation to our major investors shortly, particularly those who did not support the Remuneration Report resolution, to discuss further their views on our approach to executive pay. A further update on the outcome of these discussions and our approach to executive pay will be provided in due course.

A copy of the above results will shortly be available in the investor section of the Company's website

www.compass-group.com.

A copy of all of the Resolutions passed, will be submitted to the National Storage Mechanism and in due course will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

As at the close of business on 8 February 2023, the issued share capital was 1,785,403,977 ordinary shares of 11 1/20 pence each of which 36,496,028 were held as treasury shares and the total number of voting rights in respect of these ordinary shares (excluding treasury shares) was 1,748,907,949 each ordinary share having one vote.

ENDS

Enquiries:

Investors/Analysts: Alison Yapp, Group General Counsel & Company Secretary

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.