Invitation to Tender

Compass Group PLC
03 July 2007


                                  3 JULY 2007

                              COMPASS GROUP PLC


Announcement of Invitation to Tender for purchase for Cash up to EUR350,000,000
    of its EUR750,000,000 6.00 per cent. Notes due 29 May 2009 (the 'Notes')


Compass Group PLC ('Compass') invites Noteholders (subject to certain offer
restrictions) to tender Notes for purchase by Compass for cash (the 'Offer') on
the terms and subject to the conditions contained in the Tender Offer Memorandum
dated 3 July 2007, copies of which are available from the Dealer Managers and
the Tender Agent (contact details set out below).

The Offer begins on 3 July 2007 and expires at 4.00 p.m. (London time) on 16
July 2007 (the 'Expiration Deadline'), unless the period for the Offer is
extended or re-opened or the Offer is terminated. In order to be eligible to
have their Notes accepted for purchase by Compass, Noteholders must validly
tender their Notes by the Expiration Deadline by delivering, or arranging to
have delivered on their behalf, a valid Tender Instruction that is received by
the Tender Agent by the Expiration Deadline.

The repurchase price for the Notes accepted pursuant to the Offer is expected to
be determined at or around 2.00 p.m. (London time) on 17 July 2007 (the 'Pricing
Date') in the manner described in the Tender Offer Memorandum by reference to
the sum of the repurchase spread and the interpolated 2009 mid-swap rate for the
Notes (the 'Repurchase Price'). The repurchase spread is expected to be
announced on 9 July 2007 and is expected to be within the repurchase spread
range of -1.0bps to +2.0bps (inclusive).

Compass will also pay any interest accrued and unpaid on the Notes from (and
including) the immediately preceding interest payment date to (but excluding)
the Settlement Date (which is expected to be 20 July 2007) on those Notes
accepted pursuant to the Offer.

Compass currently proposes to accept any amount of Notes validly tendered in the
Offer up to a maximum of EUR350,000,000 in aggregate principal amount (the
'Maximum Acceptance Amount') but reserves the right to accept any amount of
Notes validly tendered in the Offer greater than the Maximum Acceptance Amount.
If the aggregate principal amount of such validly tendered Notes is greater than
the Maximum Acceptance Amount and Compass does not decide to accept Notes in
excess thereof, Notes will be accepted by Compass on a pro rata basis in the
manner described in the Tender Offer Memorandum.


Description of Common Code/  Outstanding   Amount Subject  Reference         Repurchase Spread Range
  the Notes        ISIN       Principal     to the Offer      Rate
                                Amount

EUR750,000,000
6.00 per cent.
Notes due 29
May 2009        014836381   EUR750,000,000 Up to          Interpolated       -1.0 to +2.0 bps (inclusive)
                                           EUR350,000,000 2009
                                           in aggregate   Mid-Swap
                                           principal      Rate
                                           amount
               XS0148363814


ABN AMRO Bank N.V., Barclays Bank plc and The Royal Bank of Scotland plc have
been appointed by Compass as Dealer Managers in relation to the Offer. The Bank
of New York has been appointed to act as Tender Agent.


Requests for information in relation to the Offer should be directed to:


       ABN AMRO Bank N.V.         Barclays Bank PLC    The Royal Bank of Scotland plc
        250 Bishopsgate              5 The North            135 Bishopsgate
                                      Colonnade
        London EC2M 4AA              Canary Wharf           London EC2M 3UR
 For information by telephone:      London E14 4BB         For information by
                                                               telephone:
      [phone]         For information by    [phone]/3781
                                      telephone:
         Fax: +44 (0)20
           7678 3597             [phone]    Fax: [phone]
            E-mail:              Fax: [phone]            E-mail:
[e-mail]         8048         [e-mail]
                                       E-mail:
                                   [e-mail]


Requests for information in relation to the procedures for tendering Notes in
the Offer and the submission of Tender Instructions should be directed to:


                              The Bank of New York
                                   40th Floor
                               One Canada Square
                                 London E14 5AL
                         For information by telephone:
                                [phone]
                             Fax: [phone]
                            Attention: Sarah Taylor
                       Email: [e-mail]


                      OFFER AND DISTRIBUTION RESTRICTIONS

The Offer and the distribution of the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession the Tender
Offer Memorandum comes are required by Compass and the Dealer Managers to inform
themselves about and to observe any such restrictions. It is the responsibility
of any such person wishing to accept the Offer to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection therewith and
the compliance with any other necessary formalities.

In particular, this notice is not for distribution in the United States, to U.S.
     persons or to persons in the Republic of Italy or to Italian persons.

Compass Group is the world's largest foodservice company with annual revenue of
c. £10.8 billion in the year to 30 September 2006. For more information visit
www.compass-group.com.




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