SSP : Notice of Annual General Meeting 2023

SSP Group plc

Notice of 2023 Annual General Meeting

To be held at 11.00 a.m. (GMT) on Thursday 16 February 2023

Travers Smith LLP, 10 Snow Hill, London EC1A 2AL

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take in relation to the Annual General Meeting, you are recommended to seek your own advice from your stockbroker, solicitor, accountant or other professional independent adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your shares in SSP Group plc, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

SSP Group plc

(Incorporated and registered in England and Wales under number 5735966)

How to vote:

Whether or not you propose to attend the Annual General Meeting, please complete and submit the Form of Proxy in accordance with the instructions printed on the form. Computershare must receive your proxy appointment no later than 11.00 a.m. (GMT) on Tuesday 14 February 2023. Alternatively, a proxy may be appointed electronically at www.investorcentre.co.uk/eproxy. If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform if available or if you hold shares in CREST, by using the CREST electronic proxy appointment service.

Table of contents

01 Letter from the Chair

1. Notice of Annual General Meeting

1. Explanation of resolutions

1. Directors' biographies

1. Notes to the Notice of Annual General Meeting

1. Appendix 1 - Summary of the principal changes to the Articles of Association

1. Appendix 2 - Definitions

Letter from the Chair

3 January 2023

Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

2023 Annual General Meeting

I am pleased to enclose Notice of the Company's Annual General Meeting ("AGM"), which will be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on Thursday 16 February 2023 at 11.00 a.m. (GMT). The Notice of AGM and an explanation of the Resolutions proposed are set out on pages 2 to 7.

Voting and attendance

We, as your Board, are committed to open dialogue with our Shareholders, and our AGM is an excellent means to engage with you directly. The AGM is an opportunity for you, our Shareholders, to express your views and to ask questions of the Board. We are committed to ensuring our Shareholders are able to raise questions with the Board, regardless of whether they are able to attend the AGM in person. If you have a question in connection with the AGM and you are unable to attend, you can send these to us in advance of the meeting as follows:

1. by post addressed to James Shipman, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY; or
2. by email to [e-mail].

The Board will seek to respond to questions received by close of business on Friday 3 February 2023 on or before Friday 10 February 2023 ahead of the proxy voting deadline on Tuesday 14 February 2023. Please include your Reference Number ("SRN") with your questions. The SRN can be found on your Form of Proxy or Share Certificate. The Company may consolidate questions of a similar nature to avoid duplication.

Your vote is very important to us. All votes will be by poll, which means that each share carries one vote and all votes count. We strongly encourage you to vote in advance or to appoint the Chair as your proxy by submitting your enclosed Form of Proxy by post or electronically as further detailed to ensure your vote can be counted, whether or not you are able to attend the AGM in person. Appointing a proxy will not prevent you from attending and voting at the AGM in person.

To appoint a Proxy, please complete the Form of Proxy, which accompanies this Notice of Meeting and return it to our registrar, Computershare, in the envelope provided. Alternatively, you can appoint a proxy online at www.investorcentre.co.uk/eproxy following the instructions provided on the Form of Proxy. If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform if available or, if you hold shares in CREST, by using the CREST electronic proxy appointment service. Proxy appointments must be received by Computershare by no later than 11.00 a.m. (GMT) on Tuesday 14 February 2023.

Registered Office:

Jamestown Wharf

32 Jamestown Road

London

NW1  7HW

Whilst we do not expect government restrictions to prevent shareholders from attending the AGM, shareholders are asked to exercise good judgement and not to attend the AGM in person if they are feeling unwell or showing any symptoms of Covid-19 on the day of, or the days leading up to, the AGM.

Publication of the Annual Report

The SSP Group plc Annual Report and Accounts 2022 is available on the Company's website at www.foodtravelexperts.com/investors/ results-presentations-and-reports/. If you have elected to receive shareholder correspondence in hard copy, then the 2022 Annual Report will accompany this Notice of AGM.

Board Changes

As confirmed in the Notice of the Company's 2022 AGM, Patrick Coveney was appointed as the new Group CEO with effect from

31 March 2022. As the first AGM following his appointment, Patrick will be standing for election at the AGM. Resolution 3 seeks approval from our shareholders to elect Patrick to the Board. Information on his skills and experience can be found on page 8.

New Articles of Association

We have undertaken a review of our current Articles of Association and Resolution 19 proposes the adoption of updated Articles of Association. For further details, please see pages 13 and 14.

Recommendation

In the opinion of the Directors, each of the Resolutions to be proposed at the AGM is in the best interests of the Company and Shareholders as a whole. Accordingly, we recommend that Shareholders vote in favour of the Resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 0.32% of the issued Ordinary Shares of the Company.

Electronic Communications

The Company actively encourages all shareholders to register for the electronic communications service. You can register for this by visiting www.investorcentre.co.uk and following the online instructions.

Company Secretary

Helen Byrne, our Group General Counsel and Company Secretary, has informed the Board of her intention to retire with effect from the conclusion of the AGM. On behalf of the Board, I would like to thank her for her longstanding dedication and wise counsel to the Board and the business. We are delighted to announce that Fiona Scattergood will succeed Helen in this role. Fiona has a wealth of knowledge and experience, having joined SSP in 2011 and worked as Group Legal Director for the past six years.

Yours faithfully

Mike Clasper

Chair

SSP Group plc Notice of 2023 Annual General Meeting

01

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of SSP Group plc (the "Company") will be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on Thursday 16 February 2023 at

11.00 a.m. (GMT). You will be asked to consider and vote on the

Resolutions below. Resolutions 15 to 19 (inclusive) will be proposed as special resolutions. All other Resolutions will be proposed as ordinary resolutions.

For further information on all of the Resolutions, please refer to the Explanation of Resolutions which can be found on pages 5 to 7 and Appendix 1 on pages 13 and 14 in respect of Resolution 19. Biographical information detailing the skills and experience of each Director seeking election or re-election can be found on pages 8 to 9.

Annual Report and Accounts

1. To receive the reports of the Directors and the Auditor and the auditedaccountsforthefinancialyearended30September2022.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 30 September 2022.

Election and Re-election of Directors

1. To elect Patrick Coveney as a Director of the Company.
2. To re-elect Mike Clasper as a Director of the Company.
3. To re-elect Jonathan Davies as a Director of the Company.
4. To re-elect Carolyn Bradley as a Director of the Company.
5. To re-elect Tim Lodge as a Director of the Company.
6. To re-elect Judy Vezmar as a Director of the Company.
7. To re-elect Kelly Kuhn as a Director of the Company.
8. To re-elect Apurvi Sheth as a Director of the Company.

Auditor

1. To re-appoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Directors to determine the remuneration of the Auditor of the Company.

Political Donations

13. That in accordance with section 366 of the Act, the Company and any company which at any time during the period for which this Resolution has effect, is or becomes a subsidiary of the Company, be authorised to:

1. make donations to political parties and/or independent election candidates not exceeding £25,000;
2. make political donations to political organisations, other than political parties not exceeding £25,000; and
3. incur political expenditure not exceeding £25,000,

as such terms are defined in Part 14 of the Act during the period beginning on the date of the passing of this Resolution and ending on the date of the annual general meeting of the Company to be held in 2024 or at the close of business on 16 May 2024, whichever is sooner, provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed £25,000 in total.

Directors' Authority to Allot Shares

14. That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company:

1. up to a nominal amount of £2,880,780; and
2. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £5,761,561 (such amount to be reduced by any allotments made under paragraph (a) above) in connection with an offer by way of a rights issue to:
3. 1. ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authorities to expire at the conclusion of the annual general meeting of the Company to be held in 2024 or at the close of business on 16 May 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may, before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

02 SSP Group plc Notice of 2023 Annual General Meeting

Disapplication of Pre-emption Rights (General)*

15. That, subject to the passing of Resolution 14, the Directors be authorised to allot equity securities (as defined in section 560(1) of the Act) pursuant to sections 570 and 573 of the Act for cash under the authority given by Resolution 14 and/or sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such power be limited to:

1. the allotment of equity securities or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14 above, by way of a rights issue only) to:
2. 1. ordinary Shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
3. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £432,117.

such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2024 or at the close of business on 16 May 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may, before this authority expires, make an offer or enter into an agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

Disapplication of Pre-emption Rights (Acquisition or Capital Investment)*

16. That, subject to the passing of Resolution 14, the Directors be authorised, in addition to any authority granted under Resolution 15, to allot equity securities (as defined in section 560(1) of the Act) pursuant to sections 570 and 573 for cash under the authority given by Resolution 14 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such power be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £432,117; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in March 2015.

such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2024 or at the close of business on 16 May 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may, before this authority expires, make an offer or enter into an agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

SSP Group plc Notice of 2023 Annual General Meeting 03