SSP : Notice of Annual General Meeting

SSP Group plc

Notice of 2022 Annual General Meeting

To be held at 11.00 a.m. (GMT) on Friday 4 February 2022

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 authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in SSP Group plc, please pass 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)

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 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 Friday 4 February 2022

at 11.00 a.m. (GMT) is set out in Part II of this document on pages 3 to 5.

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 Wednesday 2 February 2022. 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

1. Part I - Letter from the Chair of SSP Group plc

1. Part II - Notice of Annual General Meeting

06	Explanation of Resolutions

1. Notes to the Notice of Annual General Meeting

1. Appendix - Definitions

Part I - Letter from the Chair of SSP Group plc

SSP Group plc	Registered Office:
(incorporated and registered in England and Wales under number 5735966)	Jamestown Wharf
Directors:	32 Jamestown Road
London
Mike Clasper (Chair)	NW1  7HW
Jonathan Davies (Deputy Chief Executive Officer and Chief Financial Officer)
Carolyn Bradley (Senior Independent Non-Executive Director)
Ian Dyson (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)
6 January 2022

To: Holders of Ordinary Shares and, for information only, to holders of options and awards under the Company's Employee Share Schemes

Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

2022 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 Friday 4 February 2022 at 11.00 a.m. (GMT). The Notice of AGM and an explanation of the Resolutions proposed are set out at Part II of this document on pages 3 to 9.

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. Having been unable to hold our AGM in the usual way last year due to the restrictions in place as a result of Covid-19, we are delighted to have the opportunity once again to meet with our shareholders in person. The AGM is an opportunity for you, our shareholders, to express your views and to ask questions of the Board.

There are currently no restrictions in place which would prevent us from holding our AGM, however we continue to monitor all guidance issued by the UK Government to ensure the safety of our colleagues and our shareholders. We would like to remind our shareholders that they should not attend if they are suffering from Covid-19 symptoms or are otherwise isolating in accordance with UK Government guidance. Furthermore, due to the evolving nature of the pandemic, it may be necessary to make changes at short notice to the way in which we conduct the AGM, including in the event of a reintroduction of government restrictions on social distancing or public gatherings. Shareholders planning to attend the meeting in person should therefore check the Company's website at https://investors.foodtravelexperts.com/investors/ shareholder-information.aspx for any further announcements.

We therefore strongly recommend that you appoint the Chair or another nominated person as your proxy to ensure your vote can be counted, whether or not you intend to attend the AGM in person. Please note that if restrictions on public gatherings are reintroduced, if you appoint someone other than the Chair as your proxy they may not be permitted to attend the AGM and therefore would not be able to vote your shares.

Subject to Government guidance at the relevant time, completing a Form of 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 Wednesday 2 February 2022.

Publication of the Annual Report

The SSP Group plc Annual Report and Accounts 2021 is available on the Company's website at https://investors.foodtravelexperts.com/ investors/financial-reports/2022.aspx. If you have elected to receive shareholder correspondence in hard copy, then the 2021 Annual Report will accompany this Notice of AGM.

SSP Group plc Notice of 2022 Annual General Meeting

01

Part I - Letter from the Chair of SSP Group plc

continued

Board Changes

Simon Smith stepped down from his role as Group Chief Executive Officer and Executive Director on 24 December 2021. On behalf of the Board, I would like to take the opportunity to thank Simon for his significant contribution to the Company during his time at SSP.

As announced on 25 November 2021, we are delighted that Patrick Coveney will be appointed as the new Group Chief Executive Officer with effect from 31 March 2022. Patrick will stand for election at the first AGM following his appointment, being the 2023 AGM. Patrick is a strong and strategic leader with considerable financial and operational experience in some of the most competitive categories in the food sector. His proven ability in consistently delivering growth, alongside his strong customer and colleague focus and track record of embedding sustainability into corporate strategy, make him well placed to lead SSP to future success.

In addition to these Executive Director changes, we have announced a number of Non-Executive Directors changes since last year's AGM:

1. as announced on 11 October 2021, Ian Dyson has taken the decision to step down from his role on the Board at the conclusion of the AGM and will therefore not be standing for re-election. Tim Lodge has been appointed to succeed Ian as Chair of the Audit Committee following conclusion of the AGM. On behalf of the Board, I would like to thank Ian for his significant contribution to the Company since 2014. The Board has benefitted greatly from his experience and advice, particularly as Audit Committee Chair. His wise counsel has helped in steering the Company successfully through the challenges of the pandemic; and
2. as announced on 8 December 2021, the Board has appointed two new Independent Non-Executive Directors, Apurvi Sheth and Kelly Kuhn, with effect from 1 January 2022. We are delighted to welcome Apurvi and Kelly to the Board as Non-Executive Directors. With their widespread experience in the food and beverage and travel sectors respectively, and extensive global business expertise, they will bring additional breadth and diversity of backgrounds and add huge value to the Board. Resolutions 8 and 9 seek approval from our shareholders to elect Apurvi and Kelly to the Board and more information on their skills and experience can be found on pages 7 and 8.

More information on all Directors standing for election can be found in the explanatory notes to each resolution on pages 6 to 8.

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 0.23% of the issued Ordinary Shares of the Company.

Yours faithfully

Mike Clasper

Chair

02 SSP Group plc Notice of 2022 Annual General Meeting

Part II - 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 Friday 4 February 2022 at 11.00 a.m. (GMT). You will be asked to consider and vote on the Resolutions below. Resolutions 14 to 17 (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 6 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 2021.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended 30 September 2021.

Re-election and Election of Directors

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

12. 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 2023 or at the close of business on 4 May 2023, 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

13. 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 £2,879,276; and
2. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £5,758,552 (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;
   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.

The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the annual general meeting of the Company to be held in 2023 or at the close of business on 4 May 2023, 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.

SSP Group plc Notice of 2022 Annual General Meeting 03