SSP : Notice of Annual General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chair of SSP Group plc set out on page 1 of this document which contains the recommendation by the Directors of the Company to Shareholders to vote in favour of the Resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of SSP Group plc to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on Tuesday 30 January 2024 at 10.00 am (GMT) is set out

on pages 2 to 4 of this document.

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 10.00 am.

(GMT) on Friday 26 January 2024. 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 or if you hold shares in CREST, by using the CREST electronic proxy appointment service.

Table of contents

1. Letter from the Chair
2. Notice of Annual General Meeting

1. Explanation of resolutions

1. Directors' biographies

1. Notes to the Notice of Annual General Meeting

1. Appendix 1 - Principal Terms of UK & International Share Incentive Plans

1. Appendix 2 - Definitions

Letter from the Chair

Directors:

Mike Clasper (Chair)

Patrick Coveney (Group CEO)

Jonathan Davies (Deputy Group CEO and CFO)

Carolyn Bradley (Senior Independent Non-Executive Director)

Tim Lodge (Independent Non-Executive Director)

Judy Vezmar (Independent Non-Executive Director)

Apurvi Sheth (Independent Non-Executive Director)

Kelly Kuhn (Independent Non-Executive Director)

19 December 2023 Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

2024 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 Tuesday 30 January 2024 at

10.00 am (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.TheAGMisanopportunityforyou,ourShareholders,toexpress your views and to ask questions of the Board. We want to ensure 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 this 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 agm@ssp-intl.com,

in each case so as to be received by 10.00 am (GMT) on Friday 26 January 2024.

The Board will endeavour to respond to relevant questions received by close of business on Wednesday 17 January 2024 on or before Wednesday 24 January 2024 to provide Shareholders with time to consider the responses to questions ahead of the proxy voting deadline on Friday 26 January 2024. The Board will attempt to reply to any questions received after 17 January 2024 as soon as reasonably practicable. Replies will either be made by return email or published on the investor relations section of our website (https:// www.foodtravelexperts.com/investors), as deemed appropriate by the Board. Please include your Shareholder 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 below, 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.

Registered Office:

Jamestown Wharf

32 Jamestown Road

London

NW1  7HW

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 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 10.00 am (GMT) on Friday 26 January 2024.

Publication of the Annual Report

The SSP Group plc Annual Report and Accounts 2023 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 2023 Annual Report will accompany this Notice of AGM.

Dividend

On 5 December 2023, we announced the reinstatement of an ordinary dividend, proposing a final dividend of 2.5p per Ordinary Share for the financial year ended 2023. This represents a payout ratio of 35% of the underlying pre-IFRS earnings per share, in the middle of our proposed range of 30-40% .

Directors' Remuneration Policy

We are proposing that an updated Directors' Remuneration Policy be adopted at this year's AGM, as the current policy, which was approved attheAGMin2021,isduetoexpirethisyear.Resolution3seeksapproval of the updated Directors' Remuneration Policy. Further details regarding the proposed new policy are set out on page 5 of this document.

Renewal of UK and International Share Incentive Plans

The rules of the UK and International Share Incentive Plans are required to be renewed every 10 years. Resolution 4 seeks approval from our Shareholders to renew the principal terms of the plans for a further 10-year period.

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 0.35% 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.

You can also add a payment instruction to receive your dividend electronically and if you are a shareholder who resides outside the UK, you can nominate the currency you wish to receive your dividend in.

Yours faithfully

Mike Clasper

Chair

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 Tuesday 30 January 2024 at

10.00 am (GMT). You will be asked to consider and vote on the

Resolutions below. Resolutions 18 to 21 (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 14 to 16 in respect of Resolution 4. Biographical information detailing the skills and experience of each Director seeking 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 audited accounts for the financial year ended 30 September 2023.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 30 September 2023.

Directors' Remuneration Policy

3. To approve the Directors' Remuneration Policy set out on pages 133 to 140 of the Directors' Remuneration Report contained within the Annual Report and Accounts for the financial year ended 30 September 2023, such Directors' Remuneration Policy to take effect from the date on which this Resolution is passed.

Renewal of UK and International Share Incentive Plans

4. To consider and, if thought fit, approve the rules of the SSP Group plc UK Share Incentive Plan (the 'UK SIP') and the rules of the International Share Incentive Plan (the 'ISIP'), (together the 'Plans'), a description of the principal terms of which are set out in Appendix 1 to this Notice of AGM and authorise the Directors to do all acts and things necessary to establish and carry the same into effect.

Final Dividend

5. That the final dividend recommended by the Directors of 2.5 pence per Ordinary Share for the financial year ended

30 September 2023 be declared payable on 29 February 2024 to all members whose names appear on the Company's register of members at 6.00 pm on 2 February 2024.

Re-election of Directors

1. To re-elect Mike Clasper as a Director of the Company.
2. To re-elect Patrick Coveney 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

16. 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 2025 or at the close of business on 30 April 2025, 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

17. 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 a fully pre-emptive offer 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 2025 or at the close of business on 30 April 2025, 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.

Disapplication of Pre-emption Rights (General)*

18. That, subject to the passing of Resolution 17, 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 17 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 17 above, by way of a fully pre-emptive offer 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;

1. 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 2025 or at the close of business on 30 April 2025, 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 after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

Notice of Annual General Meeting continued

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

19. That, subject to the passing of Resolution 17, the Directors be authorised, in addition to any authority granted under Resolution 18, 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 17 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 12 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 most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2025 or at the close of business on 30 April 2025, 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 after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this Resolution had not expired.

Purchase of own Shares*

20. That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of any of its Ordinary Shares on such terms and in such manner as the Directors may determine provided that:

1. the maximum number of Ordinary Shares which may be purchased is 79,652,919;
2. the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is the nominal value of the Ordinary Share;
3. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share shall not be more than the higher of:
4. 1. an amount equal to 105% of the average 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 Ordinary Share is purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System;
5. this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2025 or at the close of business on 30 April 2025, whichever is sooner (except in relation to the purchase of Ordinary Shares, the contract for which was concluded prior to the expiry of this authority in accordance with paragraph (e) below); and
6. the Company may make a contract to purchase its Ordinary Shares under the authority conferred by this Resolution prior to the expiry of such authority, and such contract is or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its Ordinary Shares in pursuance of any such contract.

Notice period for general meetings, other than an annual general meeting*

21. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

*Special resolution

By order of the Board

Fiona Scattergood

General Counsel and Company Secretary

19 December 2023

Registered Office:

Jamestown Wharf

32 Jamestown Road

London NW1 7HW

Registered in England and Wales with company number 5735966

Resolutions 1 to 17 are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant Resolution. Resolutions 18 to 21are proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the relevant Resolution.

An explanation of each of the Resolutions is set out below:

Resolution 1 - Annual Report and Accounts

The Directors are required to present to the AGM the audited accounts and the Directors' and Auditor's Reports for the financial year ended 30 September 2023.

Resolution 2 - Directors' Remuneration Report

In accordance with section 439 of the Act, Shareholders are requested to approve the Directors' Remuneration Report as set out on pages 119 to 140 of the 2023 Annual Report. The vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it. The vote on the Directors' Remuneration Report does not include the Directors' Remuneration Policy set out on pages 113 to 140, approval for which will be sought under Resolution 3. Further details are set out below.

Resolution 3 - Directors' Remuneration Policy

In accordance with section 439A of the Act, a resolution on the Directors' Remuneration Policy is required to be put to a vote by Shareholders, at least once every three years (by a separate resolution) this being the third year since the current policy was approved at the 2021 Annual General Meeting of the Company. Resolution 3 is therefore an ordinary resolution to approve the new Directors' Remuneration Policy, which is set out in full on pages 113 to 140 of the 2023 Annual Report. Further context of the renewal of the Policy can be found in the Statement by the Chair of the Remuneration Committee on page 116. If approved, this policy will take effect from the passing of Resolution 3 and will remain valid for up to three years without further Shareholder approval.

Once approved, the Company will not be able to make a remuneration payment to a current or past director unless that payment is consistent with the revised Directors' Remuneration Policy

or has been approved by a resolution of the Shareholders.

Resolution 4 - Renewal of UK and International Share Incentive Plans Resolution 4 is to approve the renewal of the rules of the UK Share Incentive Plan (the 'UK SIP') and the International Share Incentive Plan (the 'ISIP') (together the 'Plans') for a further 10-yearperiod. The UK SIP was launched in December 2014 and the ISIP was launched in September 2015, as an international sub-planto the UK SIP. The Plans are treated as having a 10-yearterm from the date of the Company's IPO prospectus in July 2014. This Resolution seeks shareholder approval for the renewal of the UK SIP and ISIP for a further 10-yearperiod.

The principal terms of the Plans are summarised in Appendix 1 to this Notice of AGM. A full copy of the UK SIP rules and ISIP rules are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the Company's registered offices from today's date until the close of the AGM. The rules will also be available for inspection at the place of the AGM for at least 15 minutes prior to the start of and during the meeting.

Resolution 5 - Final Dividend

Resolution 5 recommends that a final dividend of 2.5 pence per Ordinary Share be declared for the financial year ended

30 September 2023. If approved, the recommended final dividend will be paid on 29 February 2024 to all Shareholders whose names appear on the Company's register of members at 6.00 pm on

2 February 2024.

Resolutions 6 to 13 - Re-election of Directors

Resolutions 6 to 13 are to approve the re-election of Mike Clasper, Patrick Coveney, Jonathan Davies, Carolyn Bradley, Tim Lodge, Judy Vezmar, Kelly Kuhn and Apurvi Sheth. In accordance with the Code, all Directors are subject to annual re-election by the Shareholders at the AGM.

The Directors believe that the Board offers an appropriate balance of knowledge and skills. The Chair confirms that, following the internal Board evaluation conducted during the 2023 financial year, the Non-Executive Directors continue to demonstrate effective performance and commitment to the role. In line with the recommendations of the Code, biographies are set out on pages 8 to 9 detailing the skills and experience of each Director and the reasons why their contribution is, and continues to be, important to the Company's long-term sustainable success and why each incumbent Director should be re-elected. See also pages 106 to 107 of the Annual Report for details of the skills review carried out during the year.

As set out on page 90 of the Annual Report 2023, the Board has concluded that each of the Non-Executive Directors is independent under the terms of the Code.

Resolutions 14 and 15 - Auditor

Resolution 14 proposes the re-appointment of KPMG LLP as Auditor of the Company until the conclusion of the Company's annual general meeting in 2025. The Company is required to appoint an auditor

at every general meeting of the Company at which accounts are presented to Shareholders. The current appointment of KPMG LLP as Auditor of the Company will end at the conclusion of the AGM and it has advised of its willingness to stand for re-appointment. It is normal practice for a company's directors to be authorised to agree how much the Auditor should be paid and Resolution 15 grants this authority to the Directors.

Explanation of resolutions continued

Resolution 16 - Political Donations

Resolution 16 is to approve the limit of financial political contributions that the Company can make. It is not the Company's policy to make donations to, or incur expenditure on behalf of, UK political parties, other political organisations or independent election candidates and the Directors have no intention of using the authority for that purpose. However, it is possible that certain routine activities undertaken by the Company and its subsidiaries might unintentionally fall within the wide definition of matters constituting political donations and expenditure in the Act.

Shareholder approval is therefore being sought on a precautionary basis only, to ensure that neither the Company nor any company, which at any time during the period for which this Resolution has effect, is a subsidiary of the Company, commits a technical breach of the Act when carrying out activities in furtherance of its legitimate business interests.

The Directors are therefore seeking authority to make political donations to UK political parties, other political organisations and independent election candidates not exceeding £25,000 in total. In line with guidance published by the Investment Association, this Resolution is put to Shareholders annually rather than every four years as required by the Act. This authority will expire on the date of the Company's annual general meeting to be held in 2025 or at the close of business on 30 April 2025, whichever is sooner.

Resolution 17 - Directors' Authority to Allot Shares Resolution 17 is proposed to renew the Directors' power to allot shares. Resolution 17 (a) seeks to grant the Directors authority to allot, pursuant to section 551 of the Act, shares and grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £2,880,780. This represents approximately one-thirdof the Company's issued Ordinary Share capital (excluding treasury shares) as at the Latest Practicable Date.

In accordance with the Investment Association's Share Capital Management Guidelines (the 'Guidelines'), Resolution 17(b) seeks to grant the Directors authority to allot Ordinary Shares in connection with a fully pre-emptive offer in favour of Shareholders up to an aggregate nominal value of £5,761,561 as reduced by the nominal amount of any shares issued under Resolution 17(a). This amount (before any reduction) represents approximately two-thirds of the Company's issued Ordinary Share capital (excluding treasury shares) as at the Latest Practicable Date.

The authorities sought under paragraphs (a) and (b) of this Resolution will expire at the conclusion of the annual general meeting of the Company to be held in 2025 or at the close of business on 30 April 2025, whichever is sooner. The Directors have no present intention of exercising either of the authorities under this Resolution, but the Board wishes to ensure that the Company has maximum flexibility in managing the financial resources of the Company.

As at the Latest Practicable Date, 263,499 shares were held by the Company in treasury, which represented approximately 0.03% of the issued Ordinary Share capital of the Company (excluding treasury shares).

Resolutions 18 and 19 - Disapplication of Pre-emption Rights* Resolutions 18 and 19 are to approve the disapplication of pre-emptionrights. The passing of these Resolutions would allow the Directors to allot shares for cash and/or sell treasury shares without first having to offer such shares to existing Shareholders in proportion to their existing holdings.

The Statement of Principles on Disapplying of Pre-emption Rights published by the Pre-Emption Group in November 2022 (the '2022 Statement of Principles') allow a board to allot shares for cash otherwise than in connection with a pre-emptive offer: (i) up to 10% of a company's issued share capital (excluding treasury shares) for use on an unrestricted basis; and (ii) up to a further 10% of a company's issued share capital (excluding treasury shares) for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding 12 month period and is disclosed in the announcement

of the issue; and (iii) in the case of both (i) or (ii), up to an additional

2% in connection with a follow-on offer to retail investors or existing investors not allocated shares in the offer.

However, at this time, the Board considers it appropriate to seek authority to issue shares for cash otherwise than in connection with a pre-emptive offer, of up to 5% of the Company's issued Ordinary Share capital for use on an unrestricted basis and a further 5% of a Company's issued Ordinary Share capital for use in connection with an acquisition or specified capital investment. This level of authority is in line with that sought by the Company in previous years.

The authority under Resolution 18 would be limited to:

1. allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board considers necessary; and
2. allotments or sales (otherwise than pursuant to (a) above) up to an aggregate nominal amount of £432,117, which represents approximately 5% of the Company's issued Ordinary Share capital (excluding treasury shares) as at the Latest Practicable Date.

Resolution 19 would give the Directors authority to allot equity securities (and sell treasury shares) up to a further aggregate nominal amount of £432,117 which represents approximately 5% of the Company's issued Ordinary Share capital (excluding treasury shares) as at the Latest Practicable Date, for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the 2022 Statement of Principles.

The Directors confirm that, in considering the exercise of the authority under Resolutions 18 and 19, they intend to follow the shareholder protections set out in Part 2B of the 2022 Statement of Principles to the extent reasonably practicable and relevant (as the Company is not seeking authority for follow-on offers). However, the Board has no current intention to exercise the authorities sought under Resolutions 18 and 19.

The authorities contained in Resolutions 18 and 19 will expire at the conclusion of the annual general meeting of the Company to be held in 2025 or at the close of business on 30 April 2025, whichever is sooner.

Resolution 20 - Purchase of own Shares*

Resolution 20 is to approve the purchase by the Company of its own Ordinary Shares in the market. Any shares the Company buys under this authority may either be cancelled or held in treasury. Treasury shares can be resold for cash, cancelled or used for the purposes of Employee Share Schemes. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares.

The Directors believe that it is desirable for the Company to have this choice as holding the purchased shares as treasury shares would give the Company the ability to resell or transfer them in the future and so provide the Company with additional flexibility in the management of its capital base.

Authority is sought in Resolution 20 to purchase up to 79,652,919 Ordinary Shares (equivalent to 10% of the Company's issued Ordinary Share capital (excluding treasury shares) as at the Latest Practicable Date). This Resolution renews the authority granted by Shareholders at the 2023 AGM and specifies the minimum and maximum prices at which those shares may be bought. The Directors will exercise this authority only when to do so would be in the best interests of the Company and of its Shareholders generally and could be expected to result in an increase in earnings per share of the Company. The authority will expire at the conclusion of the annual general meeting of the Company to be held in 2025 or at the close of business on

30 April 2025, whichever is sooner.

The Directors have no present intention of exercising the authority to purchase the Company's Ordinary Shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. Any purchases of ordinary shares would be by means of market purchase through the London Stock Exchange.

As at the Latest Practicable Date, the total number of Ordinary Shares that may be issued on the exercise of outstanding options and awards amounted to 9,030,427, which represents 1.13% of the Company's issued Ordinary Share capital (excluding treasury shares) on that date. This is calculated exclusive of dividend equivalents which may accrue at the time of vesting. Assuming no further shares are issued or repurchased and no options or awards are granted after the Latest Practicable Date, if this authority to purchase shares was exercised in full, the total number of outstanding options and awards referred to above would represent 1.26% of the Company's issued Ordinary Share capital (excluding treasury shares).

Resolution 21 - Notice period for general meetings, other than an annual general meeting*

Resolution 21 is to approve the calling of general meetings of the Company (other than an annual general meeting) on 14 clear days' notice. The notice period required by the Act for general meetings of the Company is 21 clear days unless: (i) Shareholders agree to a shorter notice period; and (ii) the Company has met the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009. Annual general meetings must always be held on at least 21 clear days' notice.

The Directors confirm that the shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting, the proposals are time-sensitive, and it is thought to be to the advantage of Shareholders as a whole. An electronic voting facility will be made available to all Shareholders for any meeting held on such notice. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

Recommendation

The Directors consider that each of the Resolutions is in the best interests of the Company and its shareholders as a whole and, accordingly, recommend that all shareholders vote in favour of all Resolutions, as they intend to do in respect of their own shareholdings.

*Special resolution

Mike Clasper, CBE

Chair

Nationality: British

Date of appointment:

1 November 2019 as a Non-Executive Director and 26 February 2020 as Chair

Committees:

Nomination Committee (Chair)

Key skills and contribution

Mike is a highly capable industry leader with extensive sector experience, and his expertise in the airport and aviation services industries has proven especially valuable. He believes high corporate governance standards are vital for a well-run, successful board and business, and that our Board should lead by example in driving culture. With a CBE for services to the environment, ensuring SSP's continued sustainability is of utmost importance to Mike. His leadership and business insights have been critical in guiding and building the Board and supporting the business as it has emerged from the Covid-19 recovery phase with refreshed strategic priorities.

External appointments

Chair of Bioss International Ltd, Trustee of Heart Cells Foundation, Advisory Board member for Arora International and member of The Vice Chancellor's Circle at the University of Sunderland.

Previous experience

Mike was formerly CEO at BAA plc, Operational Managing Director at Terra Firma Capital Partners Limited, and held various senior management roles at Procter & Gamble. He was also formerly the Chair of Coats Group plc, HM Revenue & Customs and Which? Limited, and Senior Independent Director of Serco Group plc and ITV plc.

Patrick Coveney

Group CEO

Nationality: Irish Date of appointment: 31 March 2022

Key skills and contribution

Patrick is a strong and strategic leader with extensive industry knowledge. He spent 14 years as CEO at leading convenience food producer Greencore Group plc, as well as holding non-executive positions at various food and beverage companies. Through his executive career, Patrick has demonstrated a strong track record of delivering sustainable long-term growth. Patrick's combination of strong communication skills, business acumen and a deep understanding of what companies need to deliver for stakeholders make him well-placed to lead SSP in the next phase of growth. His external non-executive role augments his strong board-level experience.

External appointments Non-executivedirector of OFI Group Limited.

Previous experience

Patrick spent 14 years as Group CEO of Greencore Group plc, having joined in 2005 as CFO. Prior to this, he spent nine years at McKinsey & Company in Europe and North America, latterly as Managing Partner for Ireland. Patrick was previously Non-Executive Director at Glanbia plc, Chair of Core Media and President of the Institute of Grocers and Distributors, as well as spending four years as the Chair of Commercial Board for Munster Rugby.

Jonathan Davies

Deputy Group CEO & CFO

Nationality: British Date of appointment:

2004 as CFO and 1 September 2021 as Deputy Group CEO & CFO

Key skills and contribution Jonathan's three decades working in retail and FMCG companies brings extensive financial, strategic, and commercial experience to the Board. Jonathan's tenure of nearly 20 years at SSP gives him a deep knowledge of the business which is complemented by his external non-executiveexperience. This, together with his capital markets experience, enables him to provide clear financial, operational, and strategic oversight to SSP in implementing our strategy. This expertise continues to be vital to the Group as it has rebounded from the pandemic and entered a new phase of successful organic growth.

External appointments

Senior Independent Director and Chair of the Audit Committee of Assura plc.

Previous experience

Jonathan began his career in Unilever plc's management development programme before joining OC&C as a start-up, where he was part of its rapid growth and development to become a leading international consulting firm. Jonathan then spent nine years at Safeway plc (with five years on the Executive Board as Finance Director).

Carolyn Bradley

Senior Independent Non- Executive Director (SID)

Nationality: British

Date of appointment:

1 October 2018 as a Non-Executive Director and 21 February 2019 as SID Committees:

Remuneration Committee (Chair) Audit Committee (Member) Nomination Committee (Member)

Key skills and contribution Carolyn's extensive experience in executive and non-executivemarketing and retail roles brings a strong consumer emphasis to the Board. Over the year, she has continued to drive the focus on stakeholder interests through her role as

Senior Independent Director and Remuneration Committee Chair. As Senior Independent Director, Carolyn provides strong support to the Chair in the development and review of the Board.

External appointments Non-ExecutiveDirector at Majid Al Futtaim Retail LLC and The Mentoring Foundation, Chair of TheWorks.co.uk plc and Advisory Board member of Cambridge Judge Business School.

Previous experience

Carolyn spent over 25 years at Tesco, in various operating, commercial and marketing roles. She was also formerly

1. Non-ExecutiveDirector of Legal & General Group plc , Senior Independent Director at Marston's plc and Trustee and Deputy Chair at Cancer Research UK. Carolyn stepped down from her former position as Non-Executive Director at B&M European Value Retail SA in July 2023.