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 20.9 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 27 February 2018 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. The Form of Proxy must be received by Computershare no later than 11.00 a.m. on 23 February 2018. 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

Expected Timetable of Principal EventsLatest time and date for receipt of Forms of Proxy and CREST proxy instructions for the Annual General Meeting

11.00 a.m. on 23 February 2018

Annual General Meeting 11.00 a.m. on 27 February 2018

Ex-dividend date for the Final Dividend 15 March 2018

Record date for Final Dividend 6.00 p.m. on 16 March 2018

Payment date for Final Dividend 29 March 2018

Latest time of dealings in Existing Ordinary Shares 4.30 p.m. on 13 April 2018

Record Time for Special Dividend and Share Consolidation 6.00 p.m. on 13 April 2018

Effective time and date of the Share Consolidation 8.00 a.m. on 16 April 2018

Admission of New Ordinary Shares to the Official List and to trading on the Main Market and commencement of dealings in New Ordinary Shares

8.00 a.m. on 16 April 2018

CREST accounts credited with New Ordinary Shares By or as soon as practicable after 8.00 a.m. on 16 April 2018

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

26 April 2018

Payment date for Special Dividend 27 April 2018

Notes1. 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.

2SSP Group plc

Part I – Letter from the Chairman of SSP Group plcSSP Group plc(incorporated and registered in England and Wales under number 5735966)

Directors: Registered Office: Vagn Sørensen (Chairman) 169 Euston Road London John Barton (Senior Independent Non-Executive Director) NW1 2AE Kate Swann (Chief Executive Officer) Jonathan Davies (Chief Financial Officer) Ian Dyson (Independent Non-Executive Director) Denis Hennequin (Independent Non-Executive Director) Per Utnegaard (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, 25 January 2018

PROPOSED SPECIAL DIVIDEND OF 20.9 PENCE PER EXISTING ORDINARY SHARE AND NOTICE OF ANNUAL GENERAL MEETING

IntroductionI 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 is 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 £100 million to Shareholders.

Payment of Special DividendThe Board is recommending a Special Dividend of 20.9 pence per Existing Ordinary Share, in addition to the Final Dividend of 4.9 pence per Existing Ordinary Share for the year ended 30 September 2017. 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 16 to be proposed at the AGM. If Resolution 16 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 27 April 2018.

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 ConsolidationThe 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 30 New Ordinary Shares in substitution for every 31 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 654.5 pence per Existing Ordinary Share on 24 January 2018 (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.

3 Letter from the Chairman of SSP Group plc

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 16 April 2018. Based on the number of Existing Ordinary Shares in issue on 24 January 2018 (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 463,916,460 New Ordinary Shares, with a nominal value of 11/30 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 24 January 2018 and the Share Consolidation becoming effective.

Employee Share SchemesA 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.

TaxationA 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 MeetingThe 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 27 February 2018 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 23 February 2018, you are entitled to attend and vote at the AGM. A copy of the 2017 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 23 February 2018.

RecommendationIn 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 1.4% of the issued Existing Ordinary Shares of the Company.

Yours faithfully

Vagn SØrensen Chairman

4SSP Group plc

Part II – Notice of Annual General MeetingNotice 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 27 February 2018 at 11.00 a.m. You will be asked to consider and vote on the resolutions below. Resolutions 16 to 20 (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 8 to 10.

Annual Report and Accounts1. To receive the reports of the Directors and the Auditor

and the audited accounts for the financial year ended 30 September 2017.

Directors’ Remuneration Report2. To approve the Directors’ Remuneration Report

(excluding the Directors’ Remuneration Policy) set out on pages 37 to 44 of the Annual Report and Accounts for the financial year ended 30 September 2017.

Directors’ Remuneration Policy3. To approve the Directors’ Remuneration Policy set out

on pages 45 to 51 of the Annual Report and Accounts for the financial year ended 30 September 2017.

Final Dividend4. That the final dividend recommended by the Directors

of 4.9 pence per ordinary share of 1 pence each in the capital of the Company (the Existing Ordinary Shares) for the financial year ended 30 September 2017 be declared payable on 29 March 2018 to all members whose names appear on the Company’s register of members at 6.00 p.m. on 16 March 2018.

Re-election of Directors5. To re-elect Vagn Sørensen as a Director of the Company.

6. To re-elect John Barton as a Director of the Company.

7. To re-elect Kate Swann as a Director of the Company.

8. To re-elect Jonathan Davies as a Director of the Company.

9. To re-elect Ian Dyson as a Director of the Company.

10. To re-elect Denis Hennequin as a Director of the Company.

11. To re-elect Per Utnegaard as a Director of the Company.

Auditor12. 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.

13. To authorise the Directors to determine the remuneration of the Auditor of the Company.

Political Donations14. 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:

(a) make donations to political parties and/or independent election candidates not exceeding £25,000;

(b) make political donations to political organisations, other than political parties not exceeding £25,000; and

(c) 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 2019 or at the close of business on 27 May 2019, 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 Shares15. 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:

(a) up to a nominal amount of £1,597,934; and

(b) comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £3,195,868 (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:

(i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings;

(ii) 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.

5 Notice of Annual General Meeting

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 2019 or at the close of business on 27 May 2019, 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.

Special Dividend, Share Consolidation and Amendment of Articles*16. That:

(a) the special dividend recommended by the Directors of 20.9 pence per Existing Ordinary Share be declared payable on 27 April 2018 (or such other date as the Directors may determine in their absolute discretion and which is announced through a Regulatory Information Service) to all members whose names appear on the Company’s register of members at 6.00 p.m. on 13 April 2018 (or such other date as the Directors may determine in their absolute discretion and which is announced through a Regulatory Information Service);

(b) conditional on the admission of the New Ordinary Shares (as defined below) to listing on the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange plc becoming effective (Admission):

(i) each issued Existing Ordinary Share be sub-divided into 30 ordinary shares of 1/30 pence each in the capital of the Company (the Intermediate Ordinary Shares); and

(ii) immediately thereafter, every 31 Intermediate Ordinary Shares be consolidated into one new ordinary share of 11/30 pence each in the capital of the Company (the New Ordinary Shares), provided that where such consolidation would result in any fractions of a New Ordinary Share, such fractions shall, so far as possible, be aggregated and the Directors be and are hereby authorised to sell (or appoint any other person to sell) to any person(s) all the New Ordinary Shares representing such fractions as soon as practicable after Admission, in the open market at the best price reasonably obtainable and to distribute the proceeds of sale (net of expenses) to the SSP Foundation (a charitable organisation set up by SSP Group plc, registered under charity no. 1163717) (other than in respect of any Shareholder who notifies Computershare Investor Services plc by 3.00 p.m. on Friday 13 April 2018 (or such other date as the Directors may determine in their absolute

discretion and which is announced through a Regulatory Information Service) that they wish to receive the net proceeds in cash for any amount attributable to them) and any Director or the company secretary of the Company (or any person appointed by the Directors) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such New Ordinary Shares on behalf of the relevant member(s) and to do all acts and things the Directors consider necessary or desirable to effect the transfer of such New Ordinary Shares to, or in accordance with the directions of, any buyer of such New Ordinary Shares; and

(c) pursuant to section 21(1) of the Act, the articles of association of the Company be amended by deleting “of £0.01 each” from the definition of Ordinary Shares.

Disapplication of Pre-emption Rights (General)*17. That, subject to the passing of Resolution 15, the

Directors be given powers pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 15 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment, provided that such power be limited to:

(a) the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 15 above, by way of a rights issue only) to:

(i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) 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; and

(b) the allotment of equity securities for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £239,690,

such authority to expire at the conclusion of the annual general meeting of the Company to be held in 2019 or at the close of business on 27 May 2019, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before this authority expires, make an offer or

6SSP Group plc

enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Disapplication of Pre-emption Rights (Acquisition or Capital Investment)*18. That, subject to the passing of Resolution 15, the

Directors be given powers pursuant to sections 570 and 573 of the Act and in addition to any authority granted under Resolution 17, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 15 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment, provided that such power be:

(a) limited to the allotment of equity securities up to a nominal amount of £239,690; and

(b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights 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 2019 or at the close of business on 27 May 2019 whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before this authority expires, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Purchase of own Shares*19. 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 16 is passed and becomes effective, 46,391,646 New Ordinary Shares; or (ii) if Resolution 16 is not passed or does not become effective, 47,938,034 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 Daily Official List, for the five business days immediately preceding the day on which the ordinary share is purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System; and

(d) this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2019 or at the close of business on 27 May 2019, whichever is sooner.

Notice period for general meetings, other than an annual general meeting*20. That a general meeting other than an annual general

meeting may be called on not less than 14 clear days’ notice.

*Special resolution

By order of the Board

Helen Byrne Company Secretary 25 January 2018

Registered Office: 169 Euston Road London NW1 2AE

Registered in England and Wales with company number 5735966

7 Notice of Annual General Meeting

Explanation of ResolutionsResolutions 1 to 15 are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant Resolution. Resolutions 16 to 20 are proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the Resolution.

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

Resolution 1 – Annual Report and AccountsThe Directors are required to present to the AGM the audited accounts and the Directors’ and Auditor’s Reports for the financial year ended 30 September 2017.

Resolution 2 – Directors’ Remuneration ReportIn accordance with section 439 of the Act, Shareholders are requested to approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy set out on pages 45 to 51 of the 2017 Annual Report). The Directors’ Remuneration Report is set out on pages 37 to 44 of the 2017 Annual Report. The vote is advisory and the Directors’ entitlement to receive remuneration is not conditional on it.

Resolution 3 – Directors’ Remuneration Policy The Shareholders are requested to approve the Directors’ Remuneration Policy as set out on pages 45 to 51 of the 2017 Annual Report. The Directors’ Remuneration Policy must be approved by Shareholders (by a separate resolution) at least once every three years. The current Remuneration Policy was approved by Shareholders at the annual general meeting in 2015 and is due for renewal. The proposed Remuneration Policy is substantially the same as that approved in 2015. The only change proposed is that the maximum pension contribution (or cash payment in lieu of pension) for new executive directors has been reduced from 35% to 20% of salary.

Once approved, the Company will not be able to make a remuneration payment to a current or past director unless that payment is consistent with the Remuneration Policy or has been approved by a resolution of the members of the Company.

Resolution 4 – Final DividendResolution 4 recommends that a Final Dividend of 4.9 pence per Existing Ordinary Share be declared for the financial year ended 30 September 2017. If approved, the recommended Final Dividend will be paid on 29 March 2018 to all Shareholders whose names appear on the Company’s register of members at 6.00 p.m. on 16 March 2018.

Resolutions 5 to 11 – Re-election of DirectorsResolutions 5 to 11 are to approve the re-election of the Board. In accordance with the UK Corporate Governance Code, all of the Directors are subject to annual re-election by Shareholders at the AGM.

The Directors believe that the Board offers an appropriate balance of knowledge and skills. The Chairman confirms that, following an external performance evaluation, the Non-Executive Directors continue to demonstrate effective performance and commitment to the role.

Biographical details of the Directors seeking re-election are detailed in full in the 2017 Annual Report on pages 26 and 27. Details of membership of the principal Board committees are set out on pages 30 to 31 of the 2017 Annual Report. Information on remuneration is set out in the Directors’ Remuneration Report and Directors’ Remuneration Policy for the financial year ended 30 September 2017 (which are respectively contained in pages 37 to 44 and pages 45 to 51 of the 2017 Annual Report).

Resolutions 12 and 13 – AuditorResolution 12 proposes the re-appointment of KPMG LLP as Auditor of the Company until the conclusion of the Company’s annual general meeting in 2019. The Company is required to appoint an auditor at every general meeting of the Company at which accounts are presented to Shareholders. The current appointment of KPMG LLP as Auditor of the Company will end at the conclusion of the AGM and it has advised of its willingness to stand for re-appointment. It is normal practice for a company’s directors to be authorised to agree how much the Auditor should be paid and Resolution 13 grants this authority to the Directors.

Resolution 14 – Political DonationsResolution 14 is to approve the limit of financial political contributions that the Company can make. It is not the Company’s policy to make donations to, or incur expenditure on behalf of, EU political parties, other political organisations or independent election candidates and the Directors have no intention of using the authority for that purpose. However, it is possible that certain routine activities undertaken by the Company and its subsidiaries might unintentionally fall within the wide definition of matters constituting political donations and expenditure in the Act.

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

The Directors are therefore seeking authority to make political donations to EU political organisations and independent election candidates not exceeding £25,000 in total. In line with guidance published by the Investment Association, this Resolution is put to Shareholders annually rather than every four years as required by the Act. This authority will expire on the date of the Company’s annual general meeting to be held in 2019 or at the close of business on 27 May 2019, whichever is sooner.

8SSP Group plc

Resolution 15 – Directors’ Authority to Allot SharesResolution 15 is proposed to renew the Directors’ power to allot shares. Resolution 15(a) seeks to grant the Directors authority to allot, pursuant to section 551 of the Act, shares and grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £1,597,934. This represents approximately one third of the Company’s issued Ordinary Share capital as at 24 January 2018 (being the latest practicable date prior to the publication of this Notice) and which is anticipated to continue to represent approximately one third of the Company’s expected issued Ordinary Share capital immediately following Admission.

In accordance with The Investment Association’s Share Capital Management Guidelines (the Guidelines), Resolution 15(b) seeks to grant the Directors authority to allot Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal value of £3,195,868 as reduced by the nominal amount of any shares issued under Resolution 15(a). This amount (before any reduction) represents approximately two thirds of the Company’s issued Ordinary Share capital as at 24 January 2018 (being the latest practicable date prior to the publication of this Notice) and is anticipated to continue to represent approximately two thirds of the Company’s expected issued Ordinary Share capital immediately following Admission.

The authorities sought under paragraphs (a) and (b) of this Resolution will expire at the conclusion of the annual general meeting of the Company to be held in 2019 or at the close of business on 27 May 2019, whichever is sooner. The Directors have no present intention of exercising either of the authorities under this Resolution, but the Board wishes to ensure that the Company has maximum flexibility in managing the financial resources of the Company.

As at the date of this Notice, no shares are held by the Company in treasury.

Resolution 16 – Special Dividend, Share Consolidation and Amendment of ArticlesResolution 16(a) recommends the payment of the Special Dividend of 20.9 pence per Existing Ordinary Share. The Special Dividend proposed by the Board reflects the Directors’ confidence in the business whilst maintaining an efficient balance sheet. If Shareholders approve the Special Dividend, it is expected to be paid on 27 April 2018 to all Shareholders whose names appear on the Company’s register of members at the Record Time.

In order to maintain the market price of the Company’s shares before and after the Special Dividend, the Company is also proposing to undertake the Share Consolidation (as set out in Resolution 16(b)). The effect of the Share Consolidation will be to reduce proportionately, so far as possible, the number of shares in the Company that all Shareholders hold. Unless a shareholder elects otherwise, fractions arising from the Share Consolidation will be aggregated and sold in the market as soon as practicable following Admission, with the proceeds (net of expenses) being donated to

the SSP Foundation (a charitable organisation set up by SSP Group plc, registered under charity no. 1163717). Any Shareholder who wishes to receive the net proceeds in cash rather than such fractional amount being donated to the SSP Foundation must notify Computershare Investor Services plc by contacting the Shareholder Helpline on +44 (0)370 707 1042 by 3.00 p.m. on Friday 13 April 2018 (or such other date as the Directors may determine in their absolute discretion and which is announced through a Regulatory Information Service).

As the New Ordinary Shares will have a different nominal value to the Existing Ordinary Shares, Resolution 16(c) proposes to amend the articles of association of the Company to delete the reference to the nominal value of the Existing Ordinary Shares.

Resolutions 17 and 18 – Disapplication of Pre-emption RightsResolutions 17 and 18 are to approve the disapplication of pre-emption rights. The passing of these Resolutions would allow the Directors to allot shares for cash and/or sell treasury shares without first having to offer such shares to existing Shareholders in proportion to their existing holdings.

The authority under Resolution 17 would be limited to:

(a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board considers necessary; and

(b) allotments or sales (otherwise than pursuant to (a) above) up to an aggregate nominal amount of £239,690, which represents approximately 5% of the Company’s issued Ordinary Share capital as at 24 January 2018 (being the latest practicable date prior to the publication of this Notice) and is anticipated to continue to represent approximately 5% of the Company’s expected issued Ordinary Share capital immediately following Admission.

Resolution 18 would give the Directors authority to allot a further aggregate nominal amount of £239,690 which represents approximately 5% of the issued Ordinary Share capital of the Company as at 24 January 2018 (being the latest practicable date prior to the publication of this Notice), and is anticipated to continue to represent approximately 5% of the Company’s expected issued Ordinary Share capital immediately following Admission, for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Pre-emption Group’s Statement of Principles published in March 2015 (the Principles).

The disapplication authorities under Resolutions 17 and 18 are in line with the authority sought at the AGM last year and the guidance set out in the Principles.

9 Explanation of Resolutions

The Principles allow a board to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 5% of a company’s issued share capital for use on an unrestricted basis and (ii) up to a further 5% of a company’s issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue.

In 2016, the Pre-Emption Group recommended that this additional 5% authority be sought in a separate resolution, which is the approach the Company took in its 2017 annual general meeting and the approach it has taken again this year.

In accordance with the Principles, the Directors confirm that they do not intend to issue shares for cash representing more than 7.5% of the Company’s issued Ordinary Share capital in any rolling three year period (save in accordance with Resolution 18) without prior consultation with Shareholders.

The authorities contained in Resolutions 17 and 18 will expire at the conclusion of the annual general meeting of the Company to be held in 2019 or at the close of business on 27 May 2019, whichever is sooner.

Resolution 19 – Purchase of own SharesResolution 19 is to approve the purchase by the Company of its own Ordinary Shares in the market. The authority limits the number of shares that could be purchased to (i) a maximum of 46,391,646 New Ordinary Shares (equivalent to approximately 10% of the Company’s expected issued Ordinary Share capital immediately following Admission), or (ii) if Resolution 16 is not passed or the Share Consolidation does not become effective, a maximum of 47,938,034 Existing Ordinary Shares (equivalent to 10% of the Company’s issued Ordinary Share capital as at 24 January 2018 (being the latest practicable date prior to the publication of this Notice)). The minimum and maximum prices are stated in the Resolution. The authority will expire at the conclusion of the annual general meeting of the Company to be held in 2019 or at the close of business on 27 May 2019, whichever is sooner.

The Directors have no present intention of exercising the authority to purchase the Company’s Ordinary Shares but will keep the matter under review, taking into account the financial resources of the Company, the Company’s share price and future funding opportunities.

The Directors will exercise this authority only when to do so would be in the best interests of the Company and of its Shareholders generally, and could be expected to result in an increase in earnings per share of the Company. Any purchases of Ordinary Shares would be by means of 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 provide the Company with additional flexibility in the management of its capital base.

As at 24 January 2018 (being the latest practicable date prior to the publication of this Notice), the total number of outstanding options to subscribe for Existing Ordinary Shares amounted to 8,224,873, which represents 1.72% of the Company’s issued Ordinary Share capital on that date. This excludes the options in respect of which the Company issued 4,150,000 Existing Ordinary Shares to the SSP Group plc Share Plans Trust on 23 January 2018 to satisfy awards granted under the PSP. Assuming no further shares are issued or repurchased or options or awards granted between 24 January 2018 (being the latest practicable date prior to the publication of this Notice) and the Share Consolidation becoming effective, if this authority to purchase shares was exercised in full, the total number of outstanding options referred to above, as adjusted by the Share Consolidation (as applicable), would represent 1.97% of the expected issued New Ordinary Share capital immediately following Admission. For these purposes the expected issued New Ordinary Share capital 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 24 January 2018 and the Share Consolidation becoming effective.

Resolution 20 – Notice period for general meetings, other than an annual general meetingResolution 20 is to approve the calling of general meetings of the Company (other than an annual general meeting) on 14 clear days’ notice. The notice period required by the Act for general meetings of the Company is 21 clear days unless (i) Shareholders agree to a shorter notice period and (ii) the Company has met the requirements for electronic voting under the Companies (Shareholders’ Rights) Regulations 2009. Annual general meetings must always be held on at least 21 clear days’ notice.

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

10SSP Group plc

Notes to the Notice of Annual General MeetingEntitlement to attend and vote1. Pursuant to Regulation 41 of the Uncertificated

Securities Regulations 2001 (as amended) and section 360B(2) of the Act, only those Shareholders registered in the register of members of the Company at close of business on 23 February 2018 (or, in the event of any adjournment, at close of business on the day which is two business days prior to the adjourned meeting) shall be entitled to attend and vote at the AGM. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.

Attending in person2. Registration for the AGM opens at 10.30 a.m. If you

wish to attend the AGM in person, please bring your attendance card with you. It authenticates your right to attend, speak and vote at the AGM and will speed up your admission. You may also find it useful to bring this Notice and the 2017 Annual Report so that you can refer to them at the AGM.

Appointment of proxies3. If you are a member who is entitled to attend and vote at

the AGM, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the AGM. A Form of Proxy, which may be used to make such appointment and to give proxy instructions, accompanies this Notice.

4. If you are not a member of the Company but have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this “Appointment of proxies” section. Please read the section “Nominated Persons” below.

5. A proxy does not need to be a member of the Company. You may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Shareholder Helpline on 0370 707 1042 or you may photocopy the Form of Proxy.

Calls to the Shareholder Helpline number are charged at the standard rate per minute plus network extras. Overseas holders should contact +44 (0)370 707 1042. Lines are open from 8.00 a.m. to 5.30 p.m. Monday to Friday, excluding UK public holidays.

Please indicate in the box next to the proxy holder’s name, the number of shares in relation to which he or she is authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned

together in the same envelope. If you do not have a Form of Proxy and believe that you should have one, please contact the Shareholder Helpline as set out above.

6. Shareholders can:

(a) appoint a proxy and give proxy instructions by returning the Form of Proxy by post (see notes 8 and 9 below);

(b) register their proxy appointment electronically (see note 10 below); or

(c) if they hold shares in CREST, register their proxy appointment by utilising the CREST electronic proxy appointment service (see notes 11 to 14 (inclusive) below).

7. The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction (as described in note 12 below) will not prevent a Shareholder attending the AGM and voting in person if he/she wishes to do so.

Appointment of proxies by post8. To be valid any Form of Proxy or other instrument

appointing a proxy must be received by post or (during normal business hours only) by hand at Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 11.00 a.m. on 23 February 2018.

9. In the case of a Shareholder which is a corporation, the Form of Proxy must be executed by a duly authorised person or under its common seal or in any other manner authorised by its constitution. The power of attorney or authority (if any) should be returned with the Form of Proxy.

Appointment of proxies electronically10. Shareholders may appoint a proxy electronically by

visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, Shareholder Reference Number (SRN), and PIN shown on your Form of Proxy and agree to certain terms and conditions. To be valid, your proxy appointment and instructions should reach Computershare no later than 11.00 a.m. on 23 February 2018.

Appointment of proxies through CREST11. CREST members who wish to appoint a proxy or proxies

through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

11 Notes to the Notice of Annual General Meeting

12. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instruction, as described in the CREST Manual.

The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company’s agent, Computershare (ID 3RA50), by 11.00 a.m. on 23 February 2018.

For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

13. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions.

It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

14. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001 (as amended).

Appointment of proxies by joint holders15. In the case of joint holders, where more than one of

the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions16. Shareholders may change proxy instructions by

submitting a new proxy appointment using the methods set out above.

Please note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions.

Any amended proxy appointment received after the relevant cut-off time will be disregarded.

17. Where you have appointed a proxy using the Form of Proxy enclosed with this Notice and would like to change the instructions using another hard copy Form of Proxy, please contact the Shareholder Helpline on 0370 707 1042. Calls to this number are charged at the standard rate per minute plus network extras.

Overseas holders should contact +44 (0) 370 707 1042. Lines are open from 8.00 a.m. to 5.30 p.m. Monday to Friday, excluding UK public holidays.

18. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Terminating your proxy appointment19. Shareholders may terminate a proxy instruction but

to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or by registering the revocation of your proxy appointment at www.investorcentre.co.uk/eproxy.

20. The revocation notice must be received by Computershare no later than 11.00 a.m. on 26 February 2018. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the AGM and vote in person.

Corporate representatives21. Any corporation which is a Shareholder can appoint one

or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Nominated Persons22. Any person to whom this Notice is sent who is a person

nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. Nominated Persons are advised to contact the Shareholder who nominated them for further information on this and the procedure for appointing any such proxy.

23. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. Such Nominated Persons are advised to contact the Shareholders who nominated them for further information on this.

12SSP Group plc

Right to ask questions24. Under section 319A of the Act, any Shareholder

attending the AGM has the right to ask questions at the AGM relating to the business of the AGM. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

25. Please keep your questions and statements short and relevant to the business of the AGM to allow everyone who wishes to speak the chance to do so. It would be helpful if you could state your name before you ask your question. The Chairman may nominate a representative to answer a specific question after the AGM or refer the question to the Company’s website.

Website publication of audit concerns26. Under section 527 of the Act, Shareholders meeting

the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act.

27. The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it 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 rights28. As at 24 January 2018, the latest practicable date prior

to the date of this Notice, the Company’s issued share capital consisted of 479,380,342 Existing Ordinary Shares, carrying one vote each and, therefore, the total number of voting rights in the Company as at 24 January 2018 was 479,380,342.

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

through a Regulatory Information Service and will be published on our website www.foodtravelexperts.com as soon as reasonably practicable thereafter.

Documents on display30. The following documents are available for inspection

during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the Company’s registered office, 169 Euston Road, London NW1 2AE from the date of this Notice until the conclusion of the AGM and will be available for inspection at the place of the AGM for at least 15 minutes prior to and during the AGM:

(i) copies of the Executive Directors’ service contracts;

(ii) copies of the Non-Executive Directors’ letters of appointment; and

(iii) a copy of the Articles of Association and a blackline version showing the changes to the existing articles of association.

Information available on website31. A copy of this Notice, and other information

required by section 311A of the Act, can be found at www.foodtravelexperts.com along with a copy of the 2017 Annual Report which can be downloaded in PDF format.

Communication32. Any electronic address provided either in this Notice

or any related documents (including the Form of Proxy) may only be used for the limited purposes specified herein and not to communicate with the Company by electronic means or for any other more general purpose.

33. Except as provided above, Shareholders who have general enquiries about the AGM should use the following means of communication (no other methods of communication will be accepted):

– Calling the Shareholder Helpline on 0370 707 1042. Calls to this number are charged at the standard rate per minute plus network extras. Overseas holders should contact +44 (0)370 707 1042. Lines are open from 8.00 a.m. to 5.30 p.m. Monday to Friday, excluding UK public holidays; or

– Contacting our online Shareholder centre at www.investorcentre.co.uk.

13 Notes to the Notice of Annual General Meeting

Appendix I – Further details of the Special Dividend and Share Consolidation The following frequently asked questions and responses are to help Shareholders understand the Special Dividend and Share Consolidation. Shareholders should carefully read both the questions and answers below and the document as a whole. In the event of any inconsistency between the contents of this Appendix I and the contents of Parts I and II of this document, the contents of Parts I and II of this document shall prevail.

1. What is being proposed?The Company proposes, conditional on Shareholder approval of Resolution 16 (see Question 4 below), to pay a Special Dividend of 20.9 pence per Existing Ordinary Share to Shareholders on the register of members of the Company at the Record Time and to implement the Share Consolidation.

The effect of the Share Consolidation will be that Shareholders on the register at the Record Time will, on completion of the Share Consolidation (expected at 8.00 a.m. on 16 April 2018), receive:

30 New Ordinary Shares for every 31 Existing Ordinary Shares

and in that proportion for any other number of Existing Ordinary Shares then held.

The Special Dividend is expected to be paid to Shareholders on 27 April 2018.

2. Why is the Special Dividend being proposed?The Board is proposing to return approximately £100 million to Shareholders by way of the proposed Special Dividend. The Board believes that this return to Shareholders will contribute to maintaining balance sheet efficiency and reflects the Directors’ confidence in the business.

3. Why is the Share Consolidation being proposed?In line with market practice, the Share Consolidation is intended to maintain comparability, as far as possible, of the Company’s share price before and after the Special Dividend, subject to normal market fluctuations. Under the proposed Share Consolidation, the Existing Ordinary Shares will be sub-divided and consolidated so that Shareholders will receive 30 New Ordinary Shares for every 31 Existing Ordinary Shares held at the Record Time. The nominal value of each New Ordinary Share will be 11/30 pence.

The ratio used for the Share Consolidation has been set by reference to the closing middle-market price of 654.5 pence per Existing Ordinary Share and the number of Existing Ordinary Shares in issue on 24 January 2018 (being the latest practicable date prior to the publication of this document). The effect of the Share Consolidation is to reduce the number of Ordinary Shares in issue to reflect the return of 20.9 pence per Existing Ordinary Share to Shareholders pursuant to the Special Dividend, thereby

ensuring the market value of each New Ordinary Share is, as far as possible, the same as the market value of an Existing Ordinary Share as at the Record Time, subject to normal market fluctuations. However, Shareholders will own the same proportion of the Company as they did beforehand, so far as possible. Although the New Ordinary Shares will have a different nominal value, they will carry the same rights as currently attach to Existing Ordinary Shares under the Company’s existing articles of association.

In order to ensure that a whole number of New Ordinary Shares is created following the implementation of the Share Consolidation, it may be necessary for the Company to purchase a small number of Existing Ordinary Shares from the market which would be cancelled in advance of the Record Time and prior to the Share Consolidation becoming effective. The Company proposes to purchase any such Buyback Shares prior to the Annual General Meeting using the authority granted at the 2017 annual general meeting.

4. Are the Special Dividend and Share Consolidation conditional?

To be approved, the Special Dividend and Share Consolidation require at least three quarters of Shareholders present and voting at the AGM (in person or by proxy) to vote in favour of Resolution 16. If Shareholders do not approve Resolution 16 then the Special Dividend will not be paid and the Share Consolidation will not take place. The Directors consider that the Special Dividend should be combined with the Share Consolidation to maintain the comparability, as far as possible, of the share price before and after the Special Dividend, subject to normal market fluctuations. The Directors have, therefore, recommended approval of the Special Dividend conditional on the Share Consolidation taking place. The Share Consolidation is also conditional on the New Ordinary Shares being (i) admitted to the premium segment of the Official List, and (ii) admitted to trading on the Main Market.

5. How will I receive the Special Dividend? In respect of Ordinary Shares held in CREST, Shareholders’ proceeds relating to the Special Dividend will be credited to their CREST accounts.

Shareholders who hold their Ordinary Shares in certificated form will receive their proceeds of the Special Dividend by cheque or BACS (where there is an existing dividend mandate).

The expected payment date for the Special Dividend is 27 April 2018.

14SSP Group plc

6. What happens to my Existing Ordinary Shares as a result of the Share Consolidation?

For purely illustrative purposes, examples of the effects of the Special Dividend and the Share Consolidation in respect of certain holdings of Existing Ordinary Shares are set out below:

Number of Existing Ordinary Shares

Number of New Ordinary Shares Fractions*

Special Dividend

10 9 0.68 £2.09

31 30 – £6.48

100 96 0.77 £20.90

250 241 0.94 £52.25

1,000 967 0.74 £209.00

* The fractions column represents the fraction of a New Ordinary Share which will be aggregated and sold in the market. Unless a Shareholder elects otherwise, the net proceeds of the sale will be donated to the SSP Foundation (a charitable organisation set up by SSP Group plc, registered under charity no. 1163717).

Following the Share Consolidation, although each Shareholder will hold fewer New Ordinary Shares than the number of Existing Ordinary Shares held before, each Shareholder’s shareholding as a proportion of the total number of New Ordinary Shares in issue will, save for minor adjustments as a result of the fraction provisions set out below, remain unchanged. It is only the number of Ordinary Shares in issue which will have changed as a result of the Share Consolidation and, other than this, each New Ordinary Share will carry the same rights and entitlements (including to dividend and voting) as set out in the articles of association that currently attach to the Existing Ordinary Shares. The New Ordinary Shares will rank equally with one another.

Additionally, the Share Consolidation will not have any impact on the total aggregate nominal value of the Company’s issued share capital. Based on the number of Existing Ordinary Shares in issue on 24 January 2018 (being the latest practicable date prior to the publication of this document), following the Share Consolidation becoming effective, the Company’s issued share capital is expected to consist of approximately 463,916,460 New Ordinary Shares. 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 24 January 2018 and the Share Consolidation becoming effective.

7. What happens if the number of Existing Ordinary Shares held by me at the Record Time is not exactly divisible by 31?

If an individual shareholding at the Record Time is not exactly divisible by 31, the Share Consolidation will generate a fraction of a New Ordinary Share. Shareholders will only receive a whole number of New Ordinary Shares. Any fractions arising from the Share Consolidation will, in so far as possible, be aggregated to form whole New Ordinary Shares. Such New Ordinary Shares will then be sold in the market and the net proceeds of such sale (after the deduction of expenses of the sale) will be distributed to the SSP Foundation (registered charity no. 1163717). Any Shareholder who wishes to receive the net proceeds in cash rather than such fractional amount being donated to the SSP Foundation must notify Computershare Investor Services plc by contacting the Shareholder Helpline on +44 (0) 370 707 1042 by 3.00 p.m. on Friday 13 April 2018 (or such other date as the Directors may determine in their absolute discretion and which is announced through a Regulatory Information Service).

8. Will the New Ordinary Shares be listed on the Official List and admitted to trading on the Main Market?

An application will be made to the UK Listing Authority for the Official List to be amended to reflect the New Ordinary Shares arising from the Share Consolidation. Application will also be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market. Trading on the London Stock Exchange for the Existing Ordinary Shares (under ISIN GB00BNGWY422) is expected to close at 4.30 p.m. on 13 April 2018, and it is expected that Admission of the New Ordinary Shares will become effective and trading in the New Ordinary Shares (under ISIN GB00BFWK4V16) will commence at 8.00 a.m. on 16 April 2018.

9. What happens to my share certificates?If a Shareholder currently holds Existing Ordinary Shares in certificated form, they will be issued with a new share certificate in respect of their New Ordinary Shares. It is anticipated that new certificates will be issued and dispatched by 1st class Royal Mail, at the risk of the relevant Shareholder, on 26 April 2018. Share certificates will be sent to the registered address of the relevant Shareholder, or, in the case of joint holders, to the holder whose name appears first in the register of members. To reduce this risk, Shareholders should make every effort to ensure that Computershare holds their current address by contacting the Shareholder Helpline (see Question 13 below). On receipt of the new share certificates, all share certificates previously issued will no longer be valid and should be destroyed. Pending the issue of new share certificates, existing share certificates will remain valid until the Record Time. Any share certificate dated on or prior to the Record Time will no longer be valid and will not be accepted in support of any instrument of transfer. Any Shareholder who wishes to transfer their New Ordinary Shares held in certificated form between the Record Time and the dispatch of the new share certificates (expected to be on 26 April 2018) should contact the Shareholder Helpline (see Question 13 below).

15 Appendix I – Further details of the Special Dividend and Share Consolidation

If you do not receive a new share certificate (allowing for the time of postage from the date of dispatch) and you believe you are entitled to one please contact the Shareholder Helpline (see Question 13 below).

10. What happens to my CREST account? Shareholders who hold their entitlement in uncertificated form will have their CREST accounts adjusted to reflect their entitlement to New Ordinary Shares, expected to be by 8.00 a.m. on 16 April 2018 (or as soon as practicable thereafter).

11. What is the impact on the Company’s Employee Share Schemes?

Separate communications are being sent to participants of the Company’s Employee Share Schemes on the impact of the Special Dividend and the Share Consolidation.

By way of summary, holders of awards under each of the Employee Share Schemes who are the beneficial owners of Existing Ordinary Shares at the Record Time will be eligible to receive the Special Dividend in respect of those Existing Ordinary Shares in accordance with the rules of the respective schemes. Their Existing Ordinary Shares will also be subject to the Share Consolidation.

In order to achieve parity of treatment (as closely as possible) between participants of the UK SIP and participants of the ISIP, holders of awards under the ISIP who are not the beneficial owners of Existing Ordinary Shares at the Record Time, will not be eligible to receive the Special Dividend in respect of those awards, however, they will accrue dividend equivalents representing the Special Dividend and consequently their awards will be adjusted to take account of the Share Consolidation.

Holders of awards under the PSP who are not the beneficial owners of Existing Ordinary Shares at the Record Time will not be eligible to receive the Special Dividend in respect of those awards nor will they accrue dividend equivalents representing the Special Dividend.

Consequently, these PSP awards will not be adjusted and will continue unaffected by the Share Consolidation, save that following the Effective Time awards over Existing Ordinary Shares will take effect as awards over the same number of New Ordinary Shares. The New Ordinary Shares subject to these awards are expected to have approximately the same market value following the Special Dividend and Share Consolidation as Existing Ordinary Shares did prior to the Special Dividend and Share Consolidation, subject to market fluctuations. Other terms of the relevant awards will remain unchanged, except that, following completion of the Special Dividend and Share Consolidation, the Company’s Remuneration Committee will consider the impact of these events on any relevant performance targets for existing awards and make any adjustment as it sees fit.

As at 24 January 2018 (being the latest practicable date prior to the publication of this document), the total number of outstanding options to subscribe for Existing Ordinary Shares under the Company’s Employee Share Schemes amounted to 8,224,873, which represents approximately 1.72% of the Company’s issued Existing Ordinary Share capital on that date. This excludes the options in respect of which the Company issued 4,150,000 Existing Ordinary Shares to the SSP Group plc Share Plans Trust on 23 January 2018 to satisfy awards granted under the PSP.

Following the Special Dividend and Share Consolidation, and assuming no further shares are issued or repurchased or options or awards granted between 24 January 2018 and the Share Consolidation becoming effective, the total number of outstanding options referred to above, as adjusted by the Share Consolidation (as applicable), will represent approximately 1.77% of the expected issued New Ordinary Share capital. For these purposes the expected issued New Ordinary Share capital 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 24 January 2018 and the Share Consolidation becoming effective.

Shares held by the Company’s EBTsThe Company operates the EBTs for the purposes of facilitating the holding of shares in connection with its Employee Share Schemes. Under the terms of the trust deeds governing the EBTs, the trustees have waived their entitlement to receive any dividends paid on unallocated shares held in the trust fund from time to time and, therefore, they will not receive the Special Dividend in relation to any Existing Ordinary Shares that they hold on this basis at the Record Time. Their shares will, however, be subject to the Share Consolidation in the same way as other Shareholders.

In addition to the EBTs, the Company operates a trust in connection with its UK SIP. The trustees of this trust will be eligible, and will waive their entitlement, to receive the Special Dividend in relation to any unallocated Existing Ordinary Shares that they hold at the Record Time and these shares will also be subject to the Share Consolidation in the same way as other shareholders.

12. What is my tax position? A summary of certain UK tax consequences, under current UK laws and HMRC’s published practice, of the Special Dividend and Share Consolidation is set out at Appendix II to this document.

Shareholders who are subject to tax in a jurisdiction other than the United Kingdom, or who are in any doubt as to the potential tax consequences of the Special Dividend and Share Consolidation, are strongly recommended to consult their own appropriate professional adviser without delay.

16SSP Group plc

13. What if I have more questions? If a Shareholder has read this document and has any further questions, he/she may telephone the Shareholder Helpline on 0370 707 1042. Calls to this number are charged at the standard rate per minute plus network extras. The Shareholder Helpline is available between the hours of 8.00 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays).

Overseas holders should contact +44 (0) 370 707 1042. Lines are open from 8.00 a.m. to 5.30 p.m. Monday to Friday, excluding UK public holidays.

Please note that calls may be recorded and monitored for security and training purposes. For legal reasons the Shareholder Helpline will be unable to give advice on the merits of the Special Dividend and Share Consolidation or to provide financial, investment or taxation advice. Shareholders are recommended to consult their own independent professional adviser.

If a Shareholder is also a participant in the Company’s Employee Share Schemes, he/she should also refer to the separate employee communications.

17 Appendix I – Further details of the Special Dividend and Share Consolidation

Appendix II – UK Taxation The following summary is intended as a general guide only and relates to certain limited aspects of the UK taxation treatment of the Special Dividend and the related Share Consolidation. It is based on current UK tax laws and what is understood to be the current practice of HMRC. It applies only to those Shareholders who are resident (and, in the case of individuals, domiciled) for tax purposes in the UK (except insofar as express reference is made to the treatment of non-UK residents), who are the absolute beneficial owners of their shares and any dividends paid on them, and hold them as an investment (but not through an individual savings account or self-invested personal pension). The tax position of certain categories of Shareholders who are subject to special rules (such as persons acquiring (or deemed to acquire) their shares in connection with employment and/or under the Company’s Employee Share Schemes, dealers in securities, holders of carried interests, insurance companies and collective investment schemes) is not considered.

The statements summarise the current position and are intended as a general guide only. Shareholders who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than the UK are strongly recommended to consult their own independent advisers.

SPECIAL DIVIDENDThe Company is not required to withhold any tax when paying a dividend. Liability to tax on the Special Dividend will depend upon the individual circumstances of a Shareholder.

The tax treatment of the Shareholders who receive the Special Dividend will be the same as the tax treatment of such Shareholders receiving any other dividend paid by the Company.

Individual Shareholders within the charge to United Kingdom income tax

No tax credit attaches to the payment by a UK company of any dividend. The rates of tax which apply to individuals receiving dividends are: 0% for the first £5,000 of dividend income in the tax year 2017/18 and 0% for the first £2,000 in the tax year 2018/19 (the nil rate band) and, otherwise, 7.5% for dividend income within the basic rate band, 32.5% for dividend income within the higher rate band and 38.1% for dividend income within the additional rate band. For these purposes, “dividend income” includes UK and non-UK source dividends and certain other distributions in respect of shares.

Individual Shareholders who are resident for tax purposes in the UK and receive the Special Dividend will not be liable to UK tax to the extent that (taking account of any other dividends received by the same Shareholder in the same tax year) that dividend falls within the nil rate band.

To the extent that (taking account of any other dividends received by the same Shareholder in the same tax year) the dividend does not fall within the nil rate band, it will be subject to income tax at 7.5%, 32.5% or 38.1% depending upon the band into which the dividend income falls. For the purposes of determining into which of the taxable bands dividend income falls, dividend income is treated as the highest part of an individual Shareholder’s income. In addition, dividends within the nil rate band which would (if there was no nil rate band) have fallen within the basic or higher rate bands will use up those bands respectively for the purposes of determining whether the threshold for higher rate or additional rate income tax is exceeded.

Corporate Shareholders within the charge to United Kingdom corporation taxShareholders within the charge to United Kingdom corporation tax which are “small companies” (for the purposes of United Kingdom taxation of dividends) should not generally expect to be subject to tax on dividends from the Company.

Other Shareholders within the charge to United Kingdom corporation tax will not be subject to tax on dividends from the Company as long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid to a United Kingdom corporate Shareholder which holds less than 10% of the issued share capital of the payer and is entitled to less than 10% of the profits and assets of the Company available for distribution to Shareholders (or satisfies these tests in relation to any class of that share capital in respect of which the dividend is paid) is an example of a dividend that falls within an exempt class, subject to certain anti-avoidance rules. Shareholders will need to ensure that they satisfy the requirements of any exempt class and that the other conditions for exemption are met before treating any dividend as exempt, and seek appropriate professional advice where necessary.

UK resident exempt Shareholder A UK resident Shareholder (whether an individual or a company) who/which is not liable to tax on dividends from the Company (including, for example, pension funds and charities) is not entitled to any tax credit in respect of dividends paid by the Company.

18SSP Group plc

Non-UK resident ShareholdersUK Tax LiabilityNo repayable tax credit will attach to any dividend paid by the Company. A non-UK resident Shareholder is not generally subject to further UK tax on dividend receipts.

Tax Liability Outside the UKA Shareholder resident outside the UK may be subject to taxation on dividend income under local law. A Shareholder who/which is resident outside the UK for tax purposes should consult his/her/its own tax adviser concerning his/her/its tax position on dividends received from the Company.

SHARE CONSOLIDATIONUK Tax Liability It is expected that for the purposes of UK taxation on chargeable gains the Share Consolidation will be treated as follows:

(a) the New Ordinary Shares arising from the Share Consolidation should in practice be treated as resulting from a reorganisation of the share capital of the Company. Accordingly, to the extent that a Shareholder receives New Ordinary Shares, the Shareholder should not be treated as making a disposal of all or part of the Shareholder’s holding of Existing Ordinary Shares by reason of the Share Consolidation being implemented, and the New Ordinary Shares which will replace a Shareholder’s holding of Existing Ordinary Shares (the new holding) as a result of the Share Consolidation should be treated as the same asset and as having been acquired at the same time and for the same consideration as the Shareholder’s holding of Existing Ordinary Shares;

(b) to the extent that a UK resident individual Shareholder receives cash in respect of any fractional entitlements to New Ordinary Shares, the Shareholder should not, in practice, generally be treated as making a part disposal of the Shareholder’s holding of Existing Ordinary Shares. Instead, the proceeds should be deducted from the base cost of the Shareholder’s new holding. If those proceeds were to exceed that base cost, however, or if a Shareholder were not to hold sufficient Existing Ordinary Shares at the date on which the Share Consolidation becomes effective to be entitled to any New Ordinary Shares, the Shareholder would be treated as disposing of part or all of his or her holding of Existing Ordinary Shares and may be subject to tax, depending on his/her personal circumstances in respect of any chargeable gain thereby realised;

(c) on a subsequent disposal of the whole or part of the New Ordinary Shares comprised in the new holding, a Shareholder may, depending upon his/her/its circumstances, be subject to tax on the amount of any chargeable gain realised; and

(d) non-UK resident Shareholders who do not have a branch or agency (or, in the case of a non-resident company, a permanent establishment) in the UK will generally not be subject to UK tax on disposal of the New Ordinary Shares.

Tax Liability Outside the UKA Shareholder resident outside the UK may be subject to taxation under local law as a result of the Share Consolidation. A Shareholder who/which is resident outside the UK for tax purposes should consult his/her/its own tax adviser concerning his/her/its tax position on as a result of the Share Consolidation.

Taxation of chargeable gains transactions in securities: anti-avoidanceUnder the provisions of Chapter 1 of Part 13 of the Income Tax Act 2007 (for Shareholders within the charge to income tax) and Part 15 of the Corporation Tax Act 2010 (for Shareholders within the charge to corporation tax), HMRC can, in certain circumstances, counteract tax advantages arising in relation to certain transactions in securities. No clearance has been or will be sought by the Company in relation to the applicability of those provisions in respect of the Special Dividend. However, it is not expected that they will, as a general matter, affect the taxation treatment of Shareholders who receive the Special Dividend.

Stamp Duty and Stamp Duty Reserve TaxShareholders will not be liable to pay or bear any stamp duty or stamp duty reserve tax as a result of the Share Consolidation or on the issue of the New Ordinary Shares.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR SHAREHOLDER. EACH SHAREHOLDER IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN THE ORDINARY SHARES IN LIGHT OF THE SHAREHOLDER’S OWN CIRCUMSTANCES.

19 Appendix II – UK Taxation

Appendix III – DefinitionsThe following definitions apply throughout this document and the Form of Proxy, unless the context otherwise requires:

“2017 Annual Report” the Annual Report and Accounts of the Company for the year ended 30 September 2017;

“Act” the Companies Act 2006, as amended;

“Admission” the admission of the New Ordinary Shares (i) to the premium segment of the Official List and (ii) to trading on the Main Market becoming effective, in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards;

“Admission and Disclosure Standards” the requirements contained in the publication “Admission and Disclosure Standards” dated 8 May 2017 containing, among other things, the admission requirements to be observed by companies seeking admission to trading on Main Market;

“AGM” or “Annual General Meeting” the Annual General Meeting of the Company convened for 11.00 a.m. on 27 February 2018 (or any adjournment of it), notice of which is set out in this document;

“Articles” or “Articles of Association” the Articles of Association of the Company in force at the Record Time;

“Board” or “Directors” the Directors of the Company;

“Buyback Shares” such minimum number of Existing Ordinary Shares (if any) to be repurchased and cancelled so that the number of the Company’s Existing Ordinary Shares is exactly divisable by 31 to ensure that a whole number of New Ordinary Shares is created following the implementation of the Share Consolidation.

“Company” SSP Group plc (incorporated in England and Wales with registered company number 5735966);

“Computershare” Computershare Investor Services plc (incorporated in England and Wales with registered company number 03498808);

“CREST” the relevant system (as defined in the Uncertificated Securities Regulations 2001 (as amended)) in respect of which Euroclear is the operator (as defined in the Uncertificated Securities Regulations 2001 (as amended));

“CREST Manual” the manual, as amended from time to time, produced by Euroclear describing the CREST system, and supplied by Euroclear to users and participants thereof;

“EBTs” the SSP Group Employee Benefit Trust and the SSP Group plc Share Plans Trust, the current trustees of which are Hawksford Jersey Limited and Computershare Trustees (Jersey) Limited respectively;

“Effective Time” 8.00 a.m. on Monday 16 April 2018 (or such other time and date as the Directors may determine in their absolute discretion for the purposes of the Share Consolidation taking effect);

“Employee Share Schemes” the PSP, the UK SIP and the ISIP;

“Euroclear” Euroclear UK & Ireland Limited;

“Existing Ordinary Shares” the ordinary shares of 1 pence each in the capital of the Company;

“Final Dividend” the proposed dividend of 4.9 pence per Existing Ordinary Share for the financial year ended 30 September 2017 which, if approved, is expected to be payable on 29 March 2018 to Shareholders on the register of members of the Company at 6.00 p.m. on 16 March 2018;

“Financial Conduct Authority” the Financial Conduct Authority of the UK (or any successor body in respect thereof), in its capacity as the competent authority for the purposes of Part VI of FSMA;

“Form of Proxy” the form of proxy to be used at the AGM, which accompanies the Notice of AGM in this document;

“FSMA” the Financial Services and Markets Act 2000, as amended;

“Group” the Company and its consolidated subsidiaries and subsidiary undertakings;

“HMRC” Her Majesty’s Revenue and Customs;

“ISIP” the SSP Group plc International Share Incentive Plan (as amended from time to time);

“Listing Rules” the Listing Rules of the Financial Conduct Authority made for the purposes of Part VI of FSMA;

“London Stock Exchange” London Stock Exchange plc;

“Main Market” means the London Stock Exchange’s main market for listed securities;

“New Ordinary Shares” the new ordinary shares of 11/30 pence each in the capital of the Company resulting from the proposed Share Consolidation;

“Notice of AGM” or “Notice” the notice convening the Annual General Meeting as set out on pages 5 to 7 of this document;

“Official List” the official list of the Financial Conduct Authority;

“Ordinary Shares” prior to the Share Consolidation, the Existing Ordinary Shares and, after the Share Consolidation, the New Ordinary Shares;

“PSP” the SSP Group plc Performance Share Plan (as amended from time to time);

20SSP Group plc

“Record Time” 6.00 p.m. on Friday 13 April 2018 (or such other time and date as the Directors may determine in their absolute discretion for the purposes of the Special Dividend and Share Consolidation);

“Regulatory Information Service” any of the services set out in Appendix 3 to the Listing Rules;

“Resolution(s)” the resolution(s) set out in the Notice of AGM;

“Share Consolidation” the proposed sub-division and consolidation of share capital to be effected by sub-dividing each issued Existing Ordinary Share into 30 ordinary shares of 1/30 pence each and then consolidating every 31 of such shares into one New Ordinary Share, as more fully described in Appendix I to this document;

“Shareholders” holders of Ordinary Shares in the Company;

“Special Dividend” the proposed special dividend of 20.9 pence per Existing Ordinary Share intended to be paid to Shareholders on the register of members of the Company at the Record Time in respect of all Existing Ordinary Shares then registered in their names;

“UK SIP” the SSP Group plc UK Share Incentive Plan (as amended from time to time);

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland; and

“UK Listing Authority” the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part IV of FSMA.

21 Appendix III – Definitions

SSP Group plc

Registered Office: 169 Euston Road London NW1 2AE