Company Announcements

 LEI: 2138008M6MH9OZ6U2T68

COMPASS GROUP PLC

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

Compass Group PLC (the "Company") announces the following changes in the interests of a Director of the Company and Persons Discharging Managerial Responsibility ("PDMR") in ordinary shares of 11 1/20 pence each in the share capital of the Company ("Shares").

As set out in both the notification issued by the Company on 11 October 2018 and the 2018 Directors' Remuneration Report, the Company agreed buy-out arrangements to compensate for the forfeiture of incentive compensation from Ms Karen Witts' former employment. Ms Witts received her 2018/2019 annual bonus from her former employer and therefore this element has not been paid by Compass in the final buy-out as set out below.

Following the commencement of her employment as Group Chief Financial Officer of the Company, and in line with the arrangements previously announced, Ms Witts has today been awarded with Shares as detailed below.

As noted in the October RNS announcement, the approach to recruitment remuneration as set out in the Remuneration Policy ("the Policy") approved by shareholders at the Company's Annual General Meeting held on 8 February 2018, sets out how to determine the buy-out of outstanding incentives from a previous employer, namely, that awards should minimise the cost to Compass and, where possible, should deliver any compensation in the form of Compass shares, delivered no earlier than the original awards. In line with that policy, the buy-out of current share-based incentives is a blend of restricted shares and performance shares. The timing of the payouts is no earlier than the awards forfeited, and all awards will be made in Compass shares with forward-looking performance conditions applying where appropriate.

Ms Witts has also been granted an award under the Compass Group PLC Long Term Incentive Plan 2018 in respect of her annual grant for the current financial year in line with the approved Policy.

All net shares vesting must be retained until the Company's Share Ownership Guidelines for executive directors have been met.  Full details will also be disclosed in the relevant Directors' Remuneration Report.

Long-Term Incentive Plan

On 16 May 2019, awards were made under The Compass Group PLC Long Term Incentive Plan 2018 ("Plan") to Ms Witts over a total of 120,880 Shares. This comprises 28,110 shares in respect of the agreed buy-out arrangement for awards forfeited in her former employment and 92,770 shares in respect of her annual award under the Plan.

The number of Shares shown is the maximum available if the corporate performance conditions for the period, which commenced on 1 October 2018 and ending on 30 September 2021, are satisfied in full.  There will be no retesting of the awards.

Under the Plan rules, participants may become entitled to Shares if the Company satisfies stringent corporate performance targets based upon Return on Capital Employed (ROCE), Adjusted Free Cash Flow (AFCF) and Total Shareholder Return relative to companies in the FTSE 100 index (excluding its financial services constituents). The corporate performance targets are weighted as follows: ROCE: 40%, AFCF: 40%, TSR: 20%.  The targets applying to these awards have been fully disclosed in the 2018 Directors' Remuneration Report.

As a Director of the Company, Ms Witts is required, subject to the Plan rules, to hold any Shares arising from the vesting of her annual award for a period of two years from any such vesting.

Restricted Share Award Plan 

On 16 May 2019, an award was made under The Compass Group PLC Karen Witts Restricted Share Award Plan ("Restricted Plan") to Ms Witts, detailed below:

Under the Restricted Plan the awards marked with (*) are subject to two financial underpins relating to Compass' performance, which are (i) the maintenance of net debt: underlying EBITDA (adjusted for M&A activity and changes to accounting standards) and (ii) dividend at least in line with constant currency earnings per share.

The following notifications have been made to the Financial Conduct Authority in accordance with the requirements of the EU Market Abuse Regulation in respect of the above:

ENDS

Enquiries:

Compass Group PLC

+44 (0)1932 573000

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

                                   Kate Postans, Interim Investor Relations and Corporate Affairs Director

Note to Editors: Compass Group PLC is the world's leading food service company, which generated annual revenues of £23.2 billion in the year to 30 September 2018.  It operates in around 50 countries, employs and engages around 600,000 people and serves over 5.5 billion meals a year. The Company specialises in providing food and a range of support services across the core sectors of Business & Industry, Healthcare & Seniors, Education, Sports & Leisure and Defence, Offshore & Remote, with an established brand portfolio.