SSP Group plc Proposed Special Dividend of 32.1 pence per Existing Ordinary Share, Proposed Consolidation of Existing Ordinary Shares

 
 
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your
own financial advice from your stockbroker, solicitor, accountant or other professional adviser
or other 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)




   Proposed Special Dividend
        of 32.1 pence per
     Existing Ordinary Share,
   Proposed Consolidation of
    Existing Ordinary Shares
               and
Notice of Annual General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of SSP Group plc set out
on page 3 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 21 February 2019 at 11.00 a.m. is set out in this document. Shareholders will also find enclosed with this
document a Form of Proxy for use in connection with the Annual General Meeting.
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 enclosed form. Computershare must receive your proxy
appointment no later than 11.00 a.m. on 19 February 2019. Alternatively, a proxy may be appointed electronically at
www.investorcentre.co.uk/eproxy or if you hold shares in CREST, by using the CREST electronic proxy appointment service.
TABLE OF CONTENTS
                                                                               Page
Expected Timetable of Principal Events                                           2
Part I – Letter from the Chairman of SSP Group plc                               3
Part II – Notice of Annual General Meeting                                       5
  Explanation of Resolutions                                                     8
  Notes to the Notice of Annual General Meeting                                 11
Appendix I – Further details of the Special Dividend and Share Consolidation    14
Appendix II – UK Taxation                                                       18
Appendix III – Definitions                                                      20
SSP Group plc                                                                                                                2



Expected Timetable of Principal Events
 Latest time and date for receipt of Forms of Proxy, eproxy 11.00 a.m. on 19 February 2019
 via www.investorcentre.co.uk/eproxy and CREST proxy instructions for the Annual General Meeting

 Annual General Meeting                                      11.00 a.m. on 21 February 2019

 Ex-dividend date for the Final Dividend                     28 February 2019

 Record date for Final Dividend                              6.00 p.m. on 1 March 2019

 Payment date for Final Dividend                             29 March 2019

 Latest time of dealings in Existing Ordinary Shares         4.30 p.m. on 12 April 2019

 Record Time for Special Dividend and Share Consolidation 6.00 p.m. on 12 April 2019

 Effective time and date of the Share Consolidation          8.00 a.m. on 15 April 2019

 Admission of New Ordinary Shares to the Official            8.00 a.m. on 15 April 2019
 List and to trading on the Main Market and
 commencement of dealings in New Ordinary Shares

 CREST accounts credited with New Ordinary Shares            By or as soon as practicable after 8.00 a.m. on 15 April 2019

 Dispatch (where applicable) of share certificates           25 April 2019
 in respect of New Ordinary Shares

 Payment date for Special Dividend                           26 April 2019

Notes
1. All time references in this document are to London, UK time.
2. These dates are given on the basis of the Board’s current expectations and are subject to change. If any of the above
   times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a
   Regulatory Information Service and will be available on the Company’s website at www.foodtravelexperts.com.
3. All events in the above timetable scheduled to take place after the Annual General Meeting in respect of the
   Final Dividend, the Special Dividend and the Share Consolidation respectively are conditional on the approval by
   Shareholders of the Final Dividend, the Special Dividend and the Share Consolidation respectively as proposed.
   All events in the timetable from Admission of the New Ordinary Shares are also conditional upon Admission occurring.
3   Letter from the Chairman of SSP Group plc




    Part I – Letter from the Chairman of SSP Group plc
    SSP Group plc
    (incorporated and registered in England and Wales under number 5735966)
    Directors:                                                                                                Registered Office:
    Vagn Sørensen (Chairman)                                                                                   169 Euston Road
    John Barton (Senior Independent Non-Executive Director)                                                             London
    Kate Swann (Chief Executive Officer)                                                                              NW1 2AE
    Jonathan Davies (Chief Financial Officer)
    Simon Smith (Chief Executive Officer – UK & Ireland)
    Ian Dyson (Independent Non-Executive Director)
    Denis Hennequin (Independent Non-Executive Director)
    Per Utnegaard (Independent Non-Executive Director)
    Carolyn Bradley (Independent Non-Executive Director)
    To: Holders of Existing Ordinary Shares and, for information only, to holders of options and awards under the Company’s
    Employee Share Schemes
    Dear Shareholder,                                                                                          22 January 2019
    PROPOSED SPECIAL DIVIDEND OF 32.1 PENCE PER EXISTING ORDINARY SHARE AND
    NOTICE OF ANNUAL GENERAL MEETING
    Introduction
    I am writing to you to provide notice of the Company’s Annual General Meeting and details of certain business to be proposed
    at the AGM. The Notice of AGM and an explanation of the Resolutions proposed are set out at Part II of this document.
    In particular, Shareholders should note that the Board has recommended a resolution to declare a Special Dividend (and
    approve a related Share Consolidation) to enable the Company to return approximately £150 million to Shareholders.
    Payment of Special Dividend
    The Board is recommending a Special Dividend of 32.1 pence per Existing Ordinary Share, in addition to the Final Dividend
    of 5.4 pence per Existing Ordinary Share for the year ended 30 September 2018. The Special Dividend reflects our
    confidence in the future of the business whilst maintaining an efficient balance sheet.
    Payment of the Special Dividend is conditional on Shareholder approval of Resolution 15 to be proposed at the AGM.
    If Resolution 15 is not passed, the Special Dividend will not be paid and the Share Consolidation will not take place.
    If approved, the Special Dividend will be payable to Shareholders who are on the register of members of the Company
    at the Record Time and is expected to be paid to Shareholders on 26 April 2019.
    Further details of the Special Dividend are set out in Appendix I to this document and the Explanation of Resolutions set out
    on page 8 of this document.
    Share Consolidation
    The proposed Share Consolidation is intended, as far as possible, to maintain the comparability of the Company’s share
    price before and after the Special Dividend, subject to normal market fluctuations. Shareholders will receive 20 New
    Ordinary Shares in substitution for every 21 Existing Ordinary Shares held at the Record Time. The ratio used for the
    Share Consolidation has been set by reference to the closing middle-market price of 689.4 pence per Existing Ordinary
    Share on 21 January 2019 (the latest practicable date prior to the publication of this document). Unless a Shareholder
    elects otherwise, fractions of New Ordinary Shares arising from the Share Consolidation will be aggregated and sold in
    the market, with the proceeds being distributed to the SSP Foundation (a charitable organisation set up by SSP Group plc,
    registered under charity no. 1163717). Further details of the proposed Share Consolidation and the treatment of fractions
    are contained in Appendix I to this document.
    Application will be made to the UK Listing Authority and the London Stock Exchange, respectively, for the New Ordinary
    Shares resulting from the proposed Share Consolidation to be admitted to the Official List and to trading on the Main
    Market in place of the Existing Ordinary Shares. The New Ordinary Shares will be equivalent in all material respects to the
    Existing Ordinary Shares, including their dividend, voting and other rights. It is expected that the New Ordinary Shares
    will be admitted to trading on the Main Market and listed on the Official List with effect from 8.00 a.m. on Monday 15 April
    2019. Based on the number of Existing Ordinary Shares in issue on 21 January 2019 (being the latest practicable date prior
    to the publication of this document), the aggregate issued share capital of the Company following the Share Consolidation
    is expected to consist of approximately 444,762,616 New Ordinary Shares, with a nominal value of 117/200 pence each.
    This does not take into account (i) any Existing Ordinary Shares which may be issued under the UK SIP or (ii) any Buyback
    Shares which may be repurchased, in each case, in the period between 21 January 2019 and the Share Consolidation
    becoming effective.
SSP Group plc                                                                                                                    4


Employee Share Schemes
A summary of the potential consequences of the Special Dividend and Share Consolidation for holders of awards and
Existing Ordinary Shares under the Company’s Employee Share Schemes is set out in Question 11 of Appendix I to
this document. Participants’ rights under the Employee Share Schemes in relation to the Special Dividend and Share
Consolidation will be dealt with according to the rules of each individual scheme, with the effect of the Share Consolidation
following the Special Dividend, broadly, being to preserve the value of awards under the Employee Share Schemes subject
to any market fluctuations.
Taxation
A limited summary of the tax consequences of the Special Dividend and the Share Consolidation for certain categories of
UK resident Shareholders is set out at Appendix II to this document.
Shareholders should read Appendix II to this document and, if they are in any doubt as to their tax position, should
consult their own independent tax advisers.
Annual General Meeting
The Notice convening the Annual General Meeting of the Company which will be held at the offices of Travers Smith LLP, 10
Snow Hill, London EC1A 2AL on 21 February 2019 at 11.00 a.m. is set out on pages 5 to 7 of this document. The purpose
of the AGM is to seek Shareholders’ approval for the Resolutions. If you are registered in the register of members of the
Company at close of business on 19 February 2019, you are entitled to attend and vote at the AGM. A copy of the 2018
Annual Report is enclosed together with a Form of Proxy to enable you to exercise your voting rights.
The AGM is also an opportunity for Shareholders to express their views and to ask questions of the Board. We, as
your Board, are committed to open dialogue with our Shareholders and our AGM is an excellent means to engage with
you directly.
If you cannot attend, you have the right to appoint a proxy to vote at the AGM on your behalf. To appoint a proxy, please
complete the Form of Proxy and send 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, 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. on 19 February 2019.
Directorate Change
As announced on 21 November 2018, after more than five very successful years as CEO, Kate Swann has taken the decision
to step down on 31 May 2019.
It has been a pleasure to work with Kate and, on behalf of the Board, I want to thank her for her enormous contribution to the
Group. In the past five years, she has transformed SSP into an industry leading Food Travel Retail business, which has grown
significantly around the world, and she has generated significant returns for our shareholders.
I am delighted that Simon Smith has been appointed to take over from Kate as Group CEO, effective 1 June 2019. Simon
joined SSP Group in 2014 and has contributed significantly to its performance in his role as CEO of our UK & Ireland division
for the past four years, and through his role in the integration and development of our joint venture in India. His strong
leadership skills combined with his considerable experience in the international food travel and retail space, as well as his
track record at SSP, make him well placed to lead SSP to continued future success.
Additional Director Responsibility
I am very pleased to note that in addition to his current responsibilities as CFO (which include Information Technology
and Shared Service operations), from 1 January 2019 Jonathan Davies’ role has been expanded to take on additional
accountability for the Group’s Purchasing and Supply Chain activities.
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, the Directors 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 Existing Ordinary Shares, which amount
to approximately 1.6% of the issued Existing Ordinary Shares of the Company.
Yours faithfully




Vagn SØrensen
Chairman
5   Notice of Annual General Meeting




    Part II – Notice of Annual General Meeting
    Notice is hereby given that the Annual General Meeting             (a) make donations to political parties and/or
    of SSP Group plc (the Company) will be held at the                     independent election candidates not exceeding
    offices of Travers Smith LLP, 10 Snow Hill, London                     £25,000;
    EC1A 2AL on 21 February 2019 at 11.00 a.m. You will
                                                                       (b) make political donations to political organisations,
    be asked to consider and vote on the resolutions below.
                                                                           other than political parties not exceeding £25,000;
    Resolutions 16 to 19 (inclusive) will be proposed as special
                                                                           and
    resolutions. All other resolutions will be proposed as
    ordinary resolutions.                                              (c) incur political expenditure not exceeding £25,000,

    For further information on all of the resolutions, please          as such terms are defined in Part 14 of the Act during
    refer to the Explanation of Resolutions which can be found         the period beginning on the date of the passing of
    on pages 8 to 10.                                                  this resolution and ending on the date of the annual
                                                                       general meeting of the Company to be held in 2020 or
    Annual Report and Accounts
                                                                       at the close of business on 21 May 2020, whichever is
    1. To receive the reports of the Directors and the Auditor
                                                                       sooner, provided that the aggregate expenditure under
       and the audited accounts for the financial year ended
                                                                       paragraphs (a), (b) and (c) shall not exceed £25,000
       30 September 2018.
                                                                       in total.
    Directors’ Remuneration Report
                                                                    Directors’ Authority to Allot Shares
    2. To approve the Directors’ Remuneration Report
                                                                    14. That the Directors be generally and unconditionally
        (excluding the Directors’ Remuneration Policy) set out
                                                                        authorised pursuant to and in accordance with section
        on pages 39 to 47 of the Annual Report and Accounts
                                                                        551 of the Act to exercise all the powers of the
        for the financial year ended 30 September 2018.
                                                                        Company to allot shares in the Company and grant rights
    Final Dividend                                                      to subscribe for or to convert any security into shares in
    3. That the final dividend recommended by the Directors             the Company:
       of 5.4 pence per ordinary share of 11/30 pence each in the
                                                                       (a) up to a nominal amount of £1,608,558; and
       capital of the Company (the Existing Ordinary Shares)
       for the financial year ended 30 September 2018 be               (b) comprising equity securities (as defined in section
       declared payable on 29 March 2019 to all members                    560(1) of the Act) up to an aggregate nominal
       whose names appear on the Company’s register of                     amount of £3,217,116 (such amount to be reduced
       members at 6.00 p.m. on 01 March 2019.                              by any allotments made under paragraph (a) above)
                                                                           in connection with an offer by way of a rights
    Re-election and Election of Directors
                                                                           issue to:
    4. To re-elect Vagn Sørensen as a Director of the Company.
                                                                           (i) ordinary shareholders in proportion (as nearly as
    5. To re-elect Kate Swann as a Director of the Company.
                                                                               may be practicable) to their existing holdings;
    6. To re-elect Jonathan Davies as a Director of
                                                                           (ii) holders of other equity securities as required
       the Company.
                                                                                by the rights of those securities or, subject
    7. To re-elect Ian Dyson as a Director of the Company.                      to such rights as the Directors otherwise
                                                                                consider necessary,
    8. To re-elect Per Utnegaard as a Director of the Company.
                                                                           and so that the Directors may impose any limits
    9. To elect Carolyn Bradley as a Director of the Company.
                                                                           or restrictions and make any arrangements which
    10. To elect Simon Smith as a Director of the Company.                 they consider necessary or appropriate to deal with
                                                                           treasury shares, fractional entitlements, record
    Auditor
                                                                           dates, legal, regulatory or practical problems in, or
    11. To re-appoint KPMG LLP as Auditor of the Company
                                                                           under the laws of, any territory or any other matter.
        to hold office until the conclusion of the next general
        meeting of the Company at which accounts are laid.
    12. 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 Companies
        Act 2006 (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:
SSP Group plc                                                                                                                     6


The authorities conferred on the Directors to allot                          a Regulatory Information Service) that they
securities under paragraphs (a) and (b) will expire at the                   wish to receive the net proceeds in cash for any
conclusion of the annual general meeting of the Company                      amount attributable to them) and any Director
to be held in 2020 or at the close of business on 21 May                     or the company secretary of the Company (or
2020, whichever is sooner (unless previously renewed,                        any person appointed by the Directors) shall
varied or revoked by the Company at a general meeting).                      be and is hereby authorised to execute one or
The Company may before these authorities expire, make                        more instrument(s) of transfer in respect of such
an offer or enter into an agreement which would or might                     New Ordinary Shares on behalf of the relevant
require such securities to be allotted after such expiry and                 member(s) and to do all acts and things the
the Directors may allot such securities in pursuance of                      Directors consider necessary or desirable to
that offer or agreement as if the power conferred by this                    effect the transfer of such New Ordinary Shares
resolution had not expired.                                                  to, or in accordance with the directions of, any
                                                                             buyer of such New Ordinary Shares.
Special Dividend and Share Consolidation
15. That:                                                         Disapplication of Pre-emption Rights (General)*
                                                                  16. That, subject to the passing of Resolution 14, the
   (a) the special dividend recommended by the Directors
                                                                      Directors be given powers pursuant to sections 570 and
       of 32.1 pence per Existing Ordinary Share be
                                                                      573 of the Act to allot equity securities (as defined in
       declared payable on 26 April 2019 (or such other
                                                                      section 560(1) of the Act) for cash under the authority
       date as the Directors may determine in their
                                                                      given by Resolution 14 and/or where the allotment
       absolute discretion and which is announced through
                                                                      constitutes an allotment of equity securities by virtue
       a Regulatory Information Service) to all members
                                                                      of section 560(3) of the Act, as if section 561(1) and
       whose names appear on the Company’s register
                                                                      sub-sections (1) to (6) of section 562 of the Act did not
       of members at 6.00 p.m. on 12 April 2019 (or such
                                                                      apply to any such allotment, provided that such power
       other date as the Directors may determine in their
                                                                      be limited to:
       absolute discretion and which is announced through
       a Regulatory Information Service); and                        (a) the allotment of equity securities in connection
                                                                         with an offer of, or invitation to apply for, equity
   (b) conditional on the admission of the New Ordinary
                                                                         securities (but in the case of the authority granted
       Shares (as defined below) to listing on the premium
                                                                         under paragraph (b) of Resolution 14 above, by way
       segment of the Official List of the Financial Conduct
                                                                         of a rights issue only) to:
       Authority and to trading on the main market of the
       London Stock Exchange plc becoming effective                      (i) ordinary shareholders in proportion (as nearly
       (Admission):                                                          as may be practicable) to their existing holdings;
                                                                             and
       (i) each issued Existing Ordinary Share be
           sub-divided into 20 ordinary shares of                        (ii) holders of other equity securities as required
           31
             /600 pence each in the capital of the Company                    by the rights of those securities or, subject to
           (the Intermediate Ordinary Shares); and                            such rights as the Directors otherwise consider
                                                                              necessary, and so that the Directors may
       (ii) immediately thereafter, every 21 Intermediate
                                                                              impose any limits or restrictions and make any
            Ordinary Shares be consolidated into one new
                                                                              arrangements which they consider necessary
            ordinary share of 117/200 pence each in the capital
                                                                              or appropriate to deal with treasury shares,
            of the Company (the New Ordinary Shares),
                                                                              fractional entitlements, record dates, legal,
            provided that where such consolidation would
                                                                              regulatory or practical problems in, or under the
            result in any fractions of a New Ordinary Share,
                                                                              laws of, any territory or any other matter; and
            such fractions shall, so far as possible, be
            aggregated and the Directors be and are hereby           (b) the allotment of equity securities for cash
            authorised to sell (or appoint any other person              (otherwise than pursuant to paragraph (a) above) up
            to sell) to any person(s) all the New Ordinary               to an aggregate nominal amount of £241,283,
            Shares representing such fractions as soon as
                                                                     such authority to expire at the conclusion of the annual
            practicable after Admission, in the open market
                                                                     general meeting of the Company to be held in 2020 or
            at the best price reasonably obtainable and to
                                                                     at the close of business on 21 May 2020, whichever is
            distribute the proceeds of sale (net of expenses)
                                                                     sooner (unless previously renewed, varied or revoked
            to the SSP Foundation (a charitable organisation
                                                                     by the Company at a general meeting). The Company
            set up by SSP Group plc, registered under
                                                                     may before this authority expires, make an offer or
            charity no. 1163717) (other than in respect of
                                                                     enter into an agreement which would or might require
            any Shareholder who notifies Computershare
                                                                     equity securities to be allotted after such expiry and the
            Investor Services plc by 3.00p.m. on Friday
                                                                     Directors may allot equity securities in pursuance of
            12 April 2019 (or such other date as the
                                                                     that offer or agreement as if the power conferred by this
            Directors may determine in their absolute
                                                                     resolution had not expired.
            discretion and which is announced through
7   Notice of Annual General Meeting



    Disapplication of Pre-emption Rights (Acquisition or                       Daily Official List, for the five business days
    Capital Investment)*                                                       immediately preceding the day on which the
    17. That, subject to the passing of Resolution 14, the                     ordinary share is purchased; and
        Directors be given powers pursuant to sections 570
                                                                           (ii) an amount equal to the higher of the price of
        and 573 of the Act and in addition to any authority
                                                                                the last independent trade of an ordinary share
        granted under Resolution 16, to allot equity securities
                                                                                and the highest current independent bid for an
        (as defined in section 560(1) of the Act) for cash under
                                                                                ordinary share as derived from the London Stock
        the authority given by Resolution 14 and/or where the
                                                                                Exchange Trading System; and
        allotment constitutes an allotment of equity securities
        by virtue of section 560(3) of the Act, as if section          (d) this authority shall expire at the conclusion of the
        561(1) and sub-sections (1) to (6) of section 562 of the           annual general meeting of the Company to be held
        Act did not apply to any such allotment, provided that             in 2020 or at the close of business on 21 May 2020,
        such power be:                                                     whichever is sooner.

       (a) limited to the allotment of equity securities up to a    Notice period for general meetings, other than an annual
           nominal amount of £241,283; and                          general meeting*
                                                                    19. That a general meeting other than an annual general
       (b) used only for the purposes of financing (or
                                                                        meeting may be called on not less than 14 clear
           refinancing, if the authority is to be used within six
                                                                        days’ notice.
           months after the original transaction) a transaction
           which the Directors determine to be an acquisition       *Special resolution
           or other capital investment of a kind contemplated
                                                                    By order of the Board
           by the Statement of Principles on Disapplying
           Pre-Emption Rights 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 2020 or         Helen Byrne
       at the close of business on 21 May 2020 whichever is         Company Secretary
       sooner (unless previously renewed, varied or revoked         22 January 2019
       by the Company at a general meeting). The Company            Registered Office:
       may before this authority expires, make an offer or          169 Euston Road
       enter into an agreement which would or might require         London NW1 2AE
       equity securities to be allotted after such expiry and the
                                                                    Registered in England and Wales with company
       Directors may allot equity securities in pursuance of
                                                                    number 5735966
       that offer or agreement as if the power conferred by this
       resolution had not expired.
    Purchase of own Shares*
    18. 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:
       (a) the maximum number of ordinary shares which
           may be purchased is: (i) if Resolution 15 is passed
           and becomes effective, 44,476,261 New Ordinary
           Shares; or (ii) if Resolution 15 is not passed or
           does not become effective, 46,700,074 Existing
           Ordinary Shares;
       (b) the minimum price (exclusive of expenses) which
           may be paid for each ordinary share is the nominal
           value of such ordinary share;
       (c) the maximum price (exclusive of expenses) which
           may be paid for an ordinary share shall not be more
           than the higher of:
           (i) an amount equal to 105% of the average middle
               market quotations for an ordinary share, as
               derived from the London Stock Exchange
SSP Group plc                                                                                                                     8



Explanation of Resolutions
Resolutions 1 to 15 are proposed as ordinary resolutions.       Simon Smith biographical details
For each of these to be passed, more than half of the           Simon joined SSP as CEO of the UK and Ireland region
votes cast must be in favour of the relevant Resolution.        in 2014. In addition to running the UK business, his role
Resolutions 16 to 19 are proposed as special resolutions.       has broadened internationally, and he has taken full
For each of these to be passed, at least three quarters of      responsibility for the integration and development of
the votes cast must be in favour of the Resolution.             our joint venture in India, Travel Food Services, which has
                                                                been our largest acquisition to date. Before joining SSP,
An explanation of each of the Resolutions is set out below:
                                                                Simon was at WHSmith for ten years, most recently as
Resolution 1 – Annual Report and Accounts                       managing director of WHSmith’s travel division. During his
The Directors are required to present to the AGM the            tenure, the travel division expanded to more than 20 new
audited accounts and the Directors’ and Auditor’s Reports       international markets across Europe, India, the Middle East
for the financial year ended 30 September 2018.                 and Asia Pacific.
Resolution 2 – Directors’ Remuneration Report                   Simon has more than 20 years of experience in the retail
In accordance with section 439 of the Act, Shareholders are     and catering sectors, having begun his career at Fenwicks
requested to approve the Directors’ Remuneration Report         before moving to Allders Department Stores and then
(excluding the Directors’ Remuneration Policy set out on        Safeway, where he worked in both commercial and
pages 48 to 54 of the 2018 Annual Report). The Directors’       marketing roles. He joined the travel division of WHSmith
Remuneration Report is set out on pages 39 to 47 of the         in 2004 and held the roles of trading director and chief
2018 Annual Report. The vote is advisory and the Directors’     operating officer before his promotion to managing director.
entitlement to receive remuneration is not conditional on it.
                                                                Simon holds a first class honours degree from Leeds
Resolution 3 – Final Dividend                                   University Business School
Resolution 3 recommends that a Final Dividend of 5.4
                                                                Resolutions 11 and 12 – Auditor
pence per Existing Ordinary Share be declared for the
                                                                Resolution 11 proposes the re-appointment of KPMG
financial year ended 30 September 2018. If approved, the
                                                                LLP as Auditor of the Company until the conclusion of the
recommended Final Dividend will be paid on 29 March 2019
                                                                Company’s annual general meeting in 2020. The Company
to all Shareholders whose names appear on the Company’s
                                                                is required to appoint an auditor at every general meeting
register of members at 6.00 p.m. on 01 March 2019.
                                                                of the Company at which accounts are presented to
Resolutions 4 to 10 – Re-election and Election of Directors     Shareholders. The current appointment of KPMG LLP
Resolutions 4 to 10 are to approve the re-election of           as Auditor of the Company will end at the conclusion of
Vagn Sørensen, Kate Swann, Jonathan Davies, Ian Dyson           the AGM and it has advised of its willingness to stand for
and Per Utnegaard and the election of Simon Smith and           re-appointment. It is normal practice for a company’s
Carolyn Bradley. In accordance with the UK Corporate            directors to be authorised to agree how much the Auditor
Governance Code, all Directors are subject to annual re-        should be paid and Resolution 12 grants this authority to
election, or in the case of Simon Smith and Carolyn Bradley,    the Directors.
election by the shareholders at the AGM. However, as
                                                                Resolution 13 – Political Donations
previously announced John Barton and Denis Hennequin
                                                                Resolution 13 is to approve the limit of financial political
are not standing for re-election and will step down from the
                                                                contributions that the Company can make. It is not
Board at the end of the AGM.
                                                                the Company’s policy to make donations to, or incur
The Directors believe that the Board offers an appropriate      expenditure on behalf of, EU political parties, other political
balance of knowledge and skills. The Chairman confirms          organisations or independent election candidates and
that, following an external performance evaluation, the         the Directors have no intention of using the authority for
Non-Executive Directors continue to demonstrate effective       that purpose. However, it is possible that certain routine
performance and commitment to the role.                         activities undertaken by the Company and its subsidiaries
                                                                might unintentionally fall within the wide definition of
Biographical details of the Directors are detailed in full
                                                                matters constituting political donations and expenditure
in the 2018 Annual Report on pages 28 and 29, save for
                                                                in the Act.
Simon Smith whose biographical details are set out below.
Details of membership of the principal Board committees         Shareholder approval is therefore being sought on a
are set out on pages 32 to 34 of the 2018 Annual Report.        precautionary basis only, to ensure that neither the
Information on remuneration is set out in the Directors’        Company nor any company, which at any time during the
Remuneration Report and Directors’ Remuneration Policy          period for which this Resolution has effect, is a subsidiary
for the financial year ended 30 September 2018 (which are       of the Company, commits a technical breach of the Act
respectively contained on pages 39 to 47 and pages 48 to        when carrying out activities in furtherance of its legitimate
54 of the 2018 Annual Report).                                  business interests.
9   Explanation of Resolutions



    The Directors are therefore seeking authority to make            In order to maintain the market price of the Company’s
    political donations to EU political organisations and            shares before and after the Special Dividend, the Company
    independent election candidates not exceeding £25,000            is also proposing to undertake the Share Consolidation
    in total. In line with guidance published by the Investment      (as set out in Resolution 15(b)). The effect of the Share
    Association, this Resolution is put to Shareholders              Consolidation will be to reduce proportionately, so far as
    annually rather than every four years as required by the         possible, the number of shares in the Company that all
    Act. This authority will expire on the date of the Company’s     Shareholders hold. Unless a shareholder elects otherwise,
    annual general meeting to be held in 2020 or at the close of     fractions arising from the Share Consolidation will be
    business on 21 May 2020, whichever is sooner.                    aggregated and sold in the market as soon as practicable
                                                                     following Admission, with the proceeds (net of expenses)
    Resolution 14 – Directors’ Authority to Allot Shares
                                                                     being donated to the SSP Foundation (a charitable
    Resolution 14 is proposed to renew the Directors’ power to
                                                                     organisation set up by SSP Group plc, registered under
    allot shares. Resolution 14(a) seeks to grant the Directors
                                                                     charity no. 1163717). Any Shareholder who wishes to
    authority to allot, pursuant to section 551 of the Act, shares
                                                                     receive the net proceeds in cash rather than such fractional
    and grant rights to subscribe for or to convert any security
                                                                     amount being donated to the SSP Foundation must notify
    into shares in the Company up to a maximum nominal
                                                                     Computershare Investor Services plc by contacting the
    amount of £1,608,558. This represents approximately one
                                                                     Shareholder Helpline on +44 (0)370 707 1042 by 3.00 p.m.
    third of the Company’s issued Ordinary Share capital as at
                                                                     on Friday 12 April 2019 (or such other date as the Directors
    21 January 2019 (being the latest practicable date prior
                                                                     may determine in their absolute discretion and which is
    to the publication of this Notice) and which is anticipated
                                                                     announced through a Regulatory Information Service).
    to continue to represent approximately one third of
    the Company’s expected issued Ordinary Share capital             Resolutions 16 and 17 – Disapplication of Pre-emption
    immediately following Admission.                                 Rights
                                                                     Resolutions 16 and 17 are to approve the disapplication
    In accordance with The Investment Association’s
                                                                     of pre-emption rights. The passing of these Resolutions
    Share Capital Management Guidelines (the Guidelines),
                                                                     would allow the Directors to allot shares for cash and/
    Resolution 14(b) seeks to grant the Directors authority to
                                                                     or sell treasury shares without first having to offer such
    allot Ordinary Shares in connection with a rights issue in
                                                                     shares to existing Shareholders in proportion to their
    favour of Shareholders up to an aggregate nominal value
                                                                     existing holdings.
    of £3,217,116 as reduced by the nominal amount of any
    shares issued under Resolution 14(a). This amount (before        The authority under Resolution 16 would be limited to:
    any reduction) represents approximately two thirds of the
                                                                     (a) allotments or sales in connection with pre-emptive
    Company’s issued Ordinary Share capital as at 21 January
                                                                         offers and offers to holders of other equity securities
    2019 (being the latest practicable date prior to the
                                                                         if required by the rights of those shares or as the Board
    publication of this Notice) and is anticipated to continue
                                                                         considers necessary; and
    to represent approximately two thirds of the Company’s
    expected issued Ordinary Share capital immediately               (b) allotments or sales (otherwise than pursuant to (a)
    following Admission.                                                 above) up to an aggregate nominal amount of £241,283,
                                                                         which represents approximately 5% of the Company’s
    The authorities sought under paragraphs (a) and (b) of
                                                                         issued Ordinary Share capital as at 21 January
    this Resolution will expire at the conclusion of the annual
                                                                         2019 (being the latest practicable date prior to the
    general meeting of the Company to be held in 2020 or at
                                                                         publication of this Notice) and is anticipated to continue
    the close of business on 21 May 2020, whichever is sooner.
                                                                         to represent approximately 5% of the Company’s
    The Directors have no present intention of exercising either
                                                                         expected issued Ordinary Share capital immediately
    of the authorities under this Resolution, but the Board
                                                                         following Admission.
    wishes to ensure that the Company has maximum flexibility
    in managing the financial resources of the Company.              Resolution 17 would give the Directors authority to allot
                                                                     a further aggregate nominal amount of £241,283 which
    As at the date of this Notice, no shares are held by the
                                                                     represents approximately 5% of the issued Ordinary
    Company in treasury.
                                                                     Share capital of the Company as at 21 January 2019
    Resolution 15 – Special Dividend and Share Consolidation         (being the latest practicable date prior to the publication
    Resolution 15(a) recommends the payment of the Special           of this Notice), and is anticipated to continue to represent
    Dividend of 32.1 pence per Existing Ordinary Share.              approximately 5% of the Company’s expected issued
    The Special Dividend proposed by the Board reflects the          Ordinary Share capital immediately following Admission, for
    Directors’ confidence in the business whilst maintaining         the purposes of financing a transaction which the Directors
    an efficient balance sheet. If Shareholders approve the          determine to be an acquisition or other capital investment
    Special Dividend, it is expected to be paid on 26 April 2019     contemplated by the Pre-emption Group’s Statement of
    to all Shareholders whose names appear on the Company’s          Principles published in March 2015 (the Principles).
    register of members at the Record Time.
                                                                     The disapplication authorities under Resolutions 16 and 17
                                                                     are in line with the authority sought at the AGM last year and
                                                                     the guidance set out in the Principles.
SSP Group plc                                                                                                                      10


The Principles allow a board to allot shares for cash             provide the Company with additional flexibility in the
otherwise than in connection with a pre-emptive offer             management of its capital base.
(i) up to 5% of a company’s issued share capital for use
                                                                  As at 21 January 2019 (being the latest practicable date
on an unrestricted basis and (ii) up to a further 5% of a
                                                                  prior to the publication of this Notice), the total number
company’s issued share capital for use in connection with
                                                                  of outstanding options to subscribe for Existing Ordinary
an acquisition or specified capital investment announced
                                                                  Shares amounted to 6,923,306, which represents 1.48%
either contemporaneously with the issue, or which has taken
                                                                  of the Company’s issued Ordinary Share capital on that
place in the preceding six month period and is disclosed in
                                                                  date. This excludes the options in respect of which the
the announcement of the issue.
                                                                  Company has previously issued Existing Ordinary Shares
In accordance with the Principles, the Directors confirm that     to the SSP Group plc Share Plans Trust to satisfy awards
they do not intend to issue shares for cash representing          granted under the PSP and the ISIP and is calculated
more than 7.5% of the Company’s issued Ordinary                   exclusive of dividend equivalents which may accrue at the
Share capital in any rolling three year period (save in           time of vesting. Assuming no further shares are issued
accordance with Resolution 17) without prior consultation         or repurchased or options or awards granted between
with Shareholders.                                                21 January 2019 (being the latest practicable date prior to
                                                                  the publication of this Notice) and the Share Consolidation
The authorities contained in Resolutions 16 and 17 will
                                                                  becoming effective, if this authority to purchase shares was
expire at the conclusion of the annual general meeting of the
                                                                  exercised in full, the total number of outstanding options
Company to be held in 2020 or at the close of business on
                                                                  referred to above, as adjusted by the Share Consolidation
21 May 2020, whichever is sooner.
                                                                  (as applicable), would represent 1.73% of the expected
Resolution 18 – Purchase of own Shares                            issued New Ordinary Share capital immediately following
Resolution 18 is to approve the purchase by the Company           Admission. For these purposes the expected issued New
of its own Ordinary Shares in the market. The authority           Ordinary Share capital does not take into account (i) any
limits the number of shares that could be purchased to (i) a      Existing Ordinary Shares which may be issued under the UK
maximum of 44,476,261 New Ordinary Shares (equivalent             SIP or (ii) any Buyback Shares which may be repurchased, in
to approximately 10% of the Company’s expected                    each case, in the period between 21 January 2019 and the
issued Ordinary Share capital immediately following               Share Consolidation becoming effective
Admission), or (ii) if Resolution 15 is not passed or the Share
                                                                  Resolution 19 – Notice period for general meetings, other
Consolidation does not become effective, a maximum
                                                                  than an annual general meeting
of 46,700,074 Existing Ordinary Shares (equivalent to
                                                                  Resolution 19 is to approve the calling of general meetings
10% of the Company’s issued Ordinary Share capital as at
                                                                  of the Company (other than an annual general meeting) on
21 January 2019 (being the latest practicable date prior to
                                                                  14 clear days’ notice. The notice period required by the Act
the publication of this Notice)). The minimum and maximum
                                                                  for general meetings of the Company is 21 clear days unless
prices are stated in the Resolution. The authority will expire
                                                                  (i) Shareholders agree to a shorter notice period and (ii) the
at the conclusion of the annual general meeting of the
                                                                  Company has met the requirements for electronic voting
Company to be held in 2020 or at the close of business on
                                                                  under the Companies (Shareholders’ Rights) Regulations
21 May 2020, whichever is sooner.
                                                                  2009. Annual general meetings must always be held on at
The Directors have no present intention of exercising the         least 21 clear days’ notice.
authority to purchase the Company’s Ordinary Shares but
                                                                  The Directors confirm that the shorter notice period would
will keep the matter under review, taking into account the
                                                                  not be used as a matter of routine, but only where flexibility
financial resources of the Company, the Company’s share
                                                                  is merited by the business of the meeting, the proposals
price and future funding opportunities.
                                                                  are time-sensitive and it is thought to be to the advantage
The Directors will exercise this authority only when to           of Shareholders as a whole. An electronic voting facility
do so would be in the best interests of the Company and           will be made available to all Shareholders for any meeting
of its Shareholders generally, and could be expected to           held on such notice. The approval will be effective until the
result in an increase in earnings per share of the Company.       Company’s next annual general meeting, when it is intended
Any purchases of Ordinary Shares would be by means of             that a similar resolution will be proposed.
market purchase through the London Stock Exchange.
Any shares the Company buys under this authority may
either be cancelled or held in treasury. Treasury shares
can be re-sold 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 re-sell or transfer them in the future and so
11   Notes to the Notice of Annual General Meeting




     Notes to the Notice of Annual General Meeting
     Entitlement to attend and vote                                    together in the same envelope. If you do not have a Form
     1. Pursuant to Regulation 41 of the Uncertificated                of Proxy and believe that you should have one, please
        Securities Regulations 2001 (as amended) and section           contact the Shareholder Helpline as set out above.
        360B(2) of the Act, only those Shareholders registered
                                                                    6. Shareholders can:
        in the register of members of the Company at close of
        business on 19 February 2019 (or, in the event of any          (a) appoint a proxy and give proxy instructions by
        adjournment, at close of business on the day which is              returning the Form of Proxy by post (see notes 8 and
        two business days prior to the adjourned meeting) shall            9 below);
        be entitled to attend and vote at the AGM. Changes to
                                                                       (b) register their proxy appointment electronically (see
        the register of members after the relevant deadline
                                                                           note 10 below); or
        shall be disregarded in determining the rights of any
        person to attend and vote at the AGM.                          (c) if they hold shares in CREST, register their proxy
                                                                           appointment by utilising the CREST electronic proxy
     Attending in person
                                                                           appointment service (see notes 11 to 14 (inclusive)
     2. Registration for the AGM opens at 10.30 a.m. If you
                                                                           below).
        wish to attend the AGM in person, please bring your
        attendance card with you. It authenticates your right       7. The return of a completed Form of Proxy, other
        to attend, speak and vote at the AGM and will speed up         such instrument or any CREST Proxy Instruction
        your admission. You may also find it useful to bring this      (as described in note 12 below) will not prevent a
        Notice and the 2018 Annual Report so that you can refer        Shareholder attending the AGM and voting in person if
        to them at the AGM.                                            he/she wishes to do so.

     Appointment of proxies                                         Appointment of proxies by post
     3. If you are a member who is entitled to attend and vote at   8. To be valid any Form of Proxy or other instrument
        the AGM, you are entitled to appoint a proxy to exercise       appointing a proxy must be received by post or (during
        all or any of your rights to attend, speak and vote on         normal business hours only) by hand at Computershare
        your behalf at the AGM. A Form of Proxy, which may             Investor Services PLC at The Pavilions, Bridgwater
        be used to make such appointment and to give proxy             Road, Bristol, BS99 6ZY no later than 11.00 a.m.
        instructions, accompanies this Notice.                         on 19 February 2019.

     4. If you are not a member of the Company but have             9. In the case of a Shareholder which is a corporation, the
        been nominated by a member of the Company to                   Form of Proxy must be executed by a duly authorised
        enjoy information rights, you do not have a right to           person or under its common seal or in any other manner
        appoint any proxies under the procedures set out in            authorised by its constitution. The power of attorney
        this “Appointment of proxies” section. Please read the         or authority (if any) should be returned with the Form
        section “Nominated Persons” below.                             of Proxy.

     5. A proxy does not need to be a member of the Company.        Appointment of proxies electronically
        You may appoint more than one proxy in relation to the      10. Shareholders may appoint a proxy electronically by
        AGM provided that each proxy is appointed to exercise           visiting www.investorcentre.co.uk/eproxy. You will
        the rights attached to a different share or shares held         be asked to enter the Control Number, Shareholder
        by you. To appoint more than one proxy, (an) additional         Reference Number (SRN), and PIN shown on your Form
        Form(s) of Proxy may be obtained by contacting the              of Proxy and agree to certain terms and conditions.
        Shareholder Helpline on 0370 707 1042 or you may                To be valid, your proxy appointment and instructions
        photocopy the Form of Proxy.                                    should reach Computershare no later than 11.00 a.m.
                                                                        on 19 February 2019.
        Calls to the Shareholder Helpline number are charged
        at the standard rate per minute plus network extras.        Appointment of proxies through CREST
        Overseas holders should contact +44 (0)370 707 1042.        11. CREST members who wish to appoint a proxy or proxies
        Lines are open from 8.00 a.m. to 5.30 p.m. Monday to            through the CREST electronic proxy appointment
        Friday, excluding UK public holidays.                           service may do so by using the procedures described in
                                                                        the CREST Manual. CREST personal members or other
        Please indicate in the box next to the proxy holder’s
                                                                        CREST sponsored members and those CREST members
        name, the number of shares in relation to which he or she
                                                                        who have appointed a service provider(s) should refer
        is authorised to act as your proxy (which, in aggregate,
                                                                        to their CREST sponsor or voting service provider(s),
        should not exceed the number of shares held by you).
                                                                        who will be able to take the appropriate action on
        Please also indicate by marking the box provided if the
                                                                        their behalf.
        proxy instruction is one of multiple instructions being
        given. All forms must be signed and should be returned
SSP Group plc                                                                                                                    12


12. In order for a proxy appointment or instruction made            Please note that the cut-off time for receipt of proxy
    using the CREST service to be valid, the appropriate            appointments (see above) also applies in relation to
    CREST message (a CREST Proxy Instruction) must be               amended instructions.
    properly authenticated in accordance with Euroclear’s
                                                                    Any amended proxy appointment received after the
    specifications and must contain the information
                                                                    relevant cut-off time will be disregarded.
    required for such instruction, as described in the
    CREST Manual.                                                17. Where you have appointed a proxy using the Form of
                                                                     Proxy enclosed with this Notice and would like to change
    The message, regardless of whether it constitutes
                                                                     the instructions using another hard copy Form of Proxy,
    the appointment of a proxy or is an amendment to the
                                                                     please contact the Shareholder Helpline on 0370 707
    instruction given to a previously appointed proxy must,
                                                                     1042. Calls to this number are charged at the standard
    in order to be valid, be transmitted so as to be received
                                                                     rate per minute plus network extras.
    by the Company’s agent, Computershare (ID 3RA50), by
    11.00 a.m. on 19 February 2019.                                 Overseas holders should contact +44 (0) 370 707 1042.
                                                                    Lines are open from 8.00 a.m. to 5.30 p.m. Monday to
    For this purpose, the time of receipt will be taken to be
                                                                    Friday, excluding UK public holidays.
    the time (as determined by the time stamp applied to
    the message by the CREST Application Host) from which        18. If you submit more than one valid proxy appointment,
    the Company’s agent is able to retrieve the message by           the appointment received last before the latest time for
    enquiry to CREST in the manner prescribed by CREST.              the receipt of proxies will take precedence.
    After this time any change of instructions to proxies
                                                                 Terminating your proxy appointment
    appointed through CREST should be communicated to
                                                                 19. Shareholders may terminate a proxy instruction but
    the appointee through other means.
                                                                     to do so you will need to inform the Company in writing
13. CREST members and, where applicable, their CREST                 by sending a signed hard copy notice clearly stating
    sponsors, or voting service providers should note that           your intention to revoke your proxy appointment
    Euroclear does not make available special procedures             to Computershare Investor Services PLC at The
    in CREST for any particular message. Normal system               Pavilions, Bridgwater Road, Bristol, BS99 6ZY or by
    timings and limitations will, therefore, apply in relation       registering the revocation of your proxy appointment at
    to the input of CREST Proxy Instructions.                        www.investorcentre.co.uk/eproxy.

    It is the responsibility of the CREST member concerned       20. The revocation notice must be received by
    to take (or, if the CREST member is a CREST personal             Computershare no later than 11.00 a.m. on 20 February
    member or sponsored member or has appointed a                    2019. If you attempt to revoke your proxy appointment
    voting service provider, to procure that his or her CREST        but the revocation is received after the time specified,
    sponsor or voting service provider(s) take(s)) such              your original proxy appointment will remain valid unless
    action as shall be necessary to ensure that a message            you attend the AGM and vote in person.
    is transmitted by means of the CREST system by any
                                                                 Corporate representatives
    particular time. In this connection, CREST members
                                                                 21. Any corporation which is a Shareholder can appoint one
    and, where applicable, their CREST sponsors or voting
                                                                     or more corporate representatives who may exercise
    system providers are referred, in particular, to those
                                                                     on its behalf all of its powers as a member provided that
    sections of the CREST Manual concerning practical
                                                                     they do not do so in relation to the same shares.
    limitations of the CREST system and timings.
                                                                 Nominated Persons
14. The Company may treat as invalid a CREST Proxy
                                                                 22. Any person to whom this Notice is sent who is a person
    Instruction in the circumstances set out in Regulation
                                                                     nominated under section 146 of the Act to enjoy
    35(5) (a) of the Uncertificated Securities Regulations
                                                                     information rights (a Nominated Person) may, under
    2001 (as amended).
                                                                     an agreement between him/her and the Shareholder
Appointment of proxies by joint holders                              by whom he/she was nominated, have a right to be
15. In the case of joint holders, where more than one of             appointed (or to have someone else appointed) as a
    the joint holders purports to appoint a proxy, only the          proxy for the AGM. Nominated Persons are advised
    appointment submitted by the most senior holder will be          to contact the Shareholder who nominated them for
    accepted. Seniority is determined by the order in which          further information on this and the procedure for
    the names of the joint holders appear in the Company’s           appointing any such proxy.
    register of members in respect of the joint holding (the
                                                                 23. If a Nominated Person has no such proxy appointment
    first-named being the most senior).
                                                                     right or does not wish to exercise it, he/she may, under
Changing proxy instructions                                          any such agreement, have a right to give instructions
16. Shareholders may change proxy instructions by                    to the Shareholder as to the exercise of voting rights.
    submitting a new proxy appointment using the methods             Such Nominated Persons are advised to contact
    set out above.                                                   the Shareholders who nominated them for further
                                                                     information on this.
13   Notes to the Notice of Annual General Meeting



     Right to ask questions                                            through a Regulatory Information Service and will be
     24. Under section 319A of the Act, any Shareholder                published on our website www.foodtravelexperts.com
         attending the AGM has the right to ask questions at the       as soon as reasonably practicable thereafter.
         AGM relating to the business of the AGM. The Company
                                                                    Documents on display
         must cause to be answered any such question relating
                                                                    30. Copies of the Non-Executive Directors’ letters of
         to the business being dealt with at the AGM but no such
                                                                        appointment are available for inspection during normal
         answer need be given if (a) to do so would interfere
                                                                        business hours on any weekday (Saturdays, Sundays and
         unduly with the preparation for the AGM or involve the
                                                                        public holidays excluded) at the Company’s registered
         disclosure of confidential information, (b) the answer
                                                                        office, 169 Euston Road, London NW1 2AE from the
         has already been given on a website in the form of
                                                                        date of this Notice until the conclusion of the AGM and
         an answer to a question, or (c) it is undesirable in the
                                                                        will be available for inspection at the place of the AGM
         interests of the Company or the good order of the AGM
                                                                        for at least 15 minutes prior to and during the AGM.
         that the question be answered.
                                                                    Information available on website
     25. Please keep your questions and statements short and
                                                                    31. A copy of this Notice, and other information
         relevant to the business of the AGM to allow everyone
                                                                        required by section 311A of the Act, can be found
         who wishes to speak the chance to do so. It would be
                                                                        at www.foodtravelexperts.com along with a copy of
         helpful if you could state your name before you ask your
                                                                        the 2018 Annual Report which can be downloaded in
         question. The Chairman may nominate a representative
                                                                        PDF format.
         to answer a specific question after the AGM or refer the
         question to the Company’s website.                         Communication
                                                                    32. Any electronic address provided either in this Notice
     Website publication of audit concerns
                                                                        or any related documents (including the Form of Proxy)
     26. Under section 527 of the Act, Shareholders meeting
                                                                        may only be used for the limited purposes specified
         the threshold requirements set out in that section have
                                                                        herein and not to communicate with the Company by
         the right to require the Company to publish on a website
                                                                        electronic means or for any other more general purpose.
         a statement setting out any matter relating to: (i) the
         audit of the Company’s accounts (including the auditor’s   33. Except as provided above, Shareholders who have
         report and the conduct of the audit) that are to be laid       general enquiries about the AGM should use the
         before the AGM; or (ii) any circumstance connected             following means of communication (no other methods
         with an auditor of the Company ceasing to hold office          of communication will be accepted):
         since the previous meeting at which annual accounts
                                                                    –– Calling the Shareholder Helpline on 0370 707 1042.
         and reports were laid in accordance with section 437 of
                                                                       Calls to this number are charged at the standard rate per
         the Act.
                                                                       minute plus network extras. Overseas holders should
     27. The Company may not require the Shareholders                  contact +44 (0)370 707 1042. Lines are open from 8.00
         requesting any such website publication to pay its            a.m. to 5.30 p.m. Monday to Friday, excluding UK public
         expenses in complying with sections 527 or 528 of             holidays; or
         the Act. Where the Company is required to place a
                                                                    –– Contacting our online Shareholder centre at
         statement on a website under section 527 of the Act, it
                                                                       www.investorcentre.co.uk.
         must forward the statement to the Company’s Auditor
         not later than the time when it makes the statement
         available on the website. The business which may be
         dealt with at the AGM includes any statement that the
         Company has been required under section 527 of the
         Act to publish on a website.
     Total voting rights
     28. As at 21 January 2019, the latest practicable date prior
         to the date of this Notice, the Company’s issued share
         capital consisted of 467,000,747 Existing Ordinary
         Shares, carrying one vote each and, therefore, the total
         number of voting rights in the Company as at 21 January
         2019 was 467,000,747.
     29. It is proposed that all votes on the Resolutions at the
         AGM will be taken by way of a poll rather than on a show
         of hands. The Company considers that a poll is more
         representative of Shareholders’ voting intentions
         because votes are counted according to the number
         of shares held and all votes tendered are taken into
         account. The results of the voting will be announced
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