Notice of 2020

NOTICE OF

2020EQUINITI ANNUAL GENERAL MEETING Dear Shareholder 12 March 2020

ANNUAL GENERAL MEETING 2020 I am pleased to enclose the Notice of Meeting with details of this year’s Annual General Meeting (AGM) which is to be held at 4.00 p.m. on 7 May 2020 at Worthing Town Football Club Limited, Palatine Park, Palatine Road, Worthing, BN12 6JN. In addition, we are also enabling shareholders to attend the meeting electronically if you cannot attend in person. Further information on how to join the meeting electronically can be found on pages 12 to 13. The Board is closely monitoring developments in relation to the recent Covid-19 outbreak and will provide an update on our website if any changes are required to the AGM arrangements. Shareholders should refer to our website, https://investors.equiniti.com/investors/shareholder-services, for any updates on AGM arrangements. RESOLUTIONS • A resolution to receive the Equiniti Group plc (the Company) 2019 Annual Report and Accounts is included in the ordinary business of the AGM.

• The Board proposes a final dividend of 3.54 pence per ordinary share for the year ended 31 December 2019. If approved, the recommended final dividend will be paid on 26 May 2020 to all shareholders who are on the register of shareholders at the close of business on 17 April 2020.

Explanatory notes for all of the resolutions can be found on pages 5 to 8. Voting on all resolutions will be by way of a poll. A copy of the 2019 Annual Report and Accounts is enclosed if you have requested a hard copy. Otherwise, a copy is available on the Company’s website, http://investors.equiniti.com/investors, should you wish to view it online. RECOMMENDATION Your Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings. ACTION TO BE TAKEN Enclosed with this Notice is a Form of Proxy (Proxy) for the proposed resolutions. Please sign and return the Proxy in accordance with the directions on it, or by using the electronic methods detailed in note 8 of the notes to this Notice, as soon as possible. In any event, the Proxy must be received not less than 48 hours before the time appointed for the AGM (by 4.00 p.m. on 5 May 2020). Completion and return of the Proxy will not prevent you from attending the AGM and voting in person or electronically should you wish to do so. If you are planning to attend the AGM in person, please bring your attendance card with you. The card is attached to the enclosed Proxy. You can also attend the AGM electronically in real time. Details of how to do this can be found in note 5 on page 9 and by reading the additional information section on pages 12 to 13.

Shareholders are entitled to attend and vote at the AGM physically or electronically. However, the Board is aware that the recent Covid-19 outbreak may impact this year’s AGM, in particular, if the public is advised to avoid large gatherings or there are wide-scale disruptions or travel restrictions. Shareholders are encouraged to consider public health advice at the time when deciding whether to attend the meeting in person. Shareholders will be given the option to attend and vote at the AGM electronically. Shareholders should refer to our website, https://investors.equiniti.com/investors/shareholder-services, for any notifications relating to changes required to the AGM arrangements in light of the recent Covid-19 outbreak.

If you decide not to attend the AGM in person or electronically, it is important that you do still cast your votes in respect of the business of the meeting and you can do so by voting by proxy, whether or not attending the meeting physically or electronically.

The results of the AGM will be announced through a Regulatory Information Service and on the Company website, https://investors.equiniti.com/investors/shareholder-services, as soon as possible once known.

Yours faithfully

Philip Yea Chairman

Registered Office: Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH Registered in England and Wales No. 07090427

If you are in any doubt as to the action you should take, you are recommended to seek your own professional advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriate adviser. If you have sold or otherwise transferred all of your ordinary shares in Equiniti Group plc (the Company), please forward this document and the accompanying document(s) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

2 NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the fifth Annual General i. to ordinary shareholders in proportion (as nearly as Meeting of Equiniti Group plc (the Company) will be held at may be practicable) to their existing holdings; and 4.00 p.m. on 7 May 2020, both physically at Worthing Town ii. to holders of other equity securities as required Football Club Limited, Palatine Park, Palatine Road, Worthing, by the rights of those securities or as the Board BN12 6JN and electronically in accordance with the information otherwise considers necessary; provided from page 12, to consider and, if deemed fit, to pass Resolutions 1 to 15 and 18 as Ordinary Resolutions and and so that the Board may impose any limits or Resolutions 16, 17 and 19 as Special Resolutions. restrictions and make any arrangements which it considers necessary or appropriate to deal with ORDINARY RESOLUTIONS treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under 1. To receive the Annual Report and Accounts of the the laws of, any territory or any other matter, such Company for the year ended 31 December 2019 (the 2019 authorities to apply until the end of the Annual General Annual Report). Meeting of the Company in 2021 (or, if earlier, until the 2. To approve the Directors’ Remuneration Report for the close of business on 5 August 2021) but, in each case, financial year ended 31 December 2019, as set out on so that the Company may make offers and enter into pages 94 to 119 in the 2019 Annual Report. agreements during this period which would, or might, require shares to be allotted or rights to subscribe for 3. To approve the recommendation of the Directors that a or convert securities into shares to be granted after the final dividend of 3.54 pence per ordinary share be declared authority ends; and the Board may allot shares or grant in respect of the year ended 31 December 2019. rights to subscribe for or convert securities into shares 4. To reappoint Mark Brooker as a Director. under any such offer or agreement as if the authority had not ended. 5. To reappoint Alison Burns as a Director. 6. To reappoint Sally-Ann Hibberd as a Director. SPECIAL RESOLUTIONS 7. To reappoint Dr Tim Miller as a Director. 16. THAT, conditional on the approval of Resolution 15, the Directors be authorised to allot equity securities (as defined 8. To reappoint Cheryl Millington as a Director. in the 2006 Act) for cash under the authority given by 9. To reappoint Darren Pope as a Director. that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, free of the restriction 10. To reappoint John Stier as a Director. in section 561 of the 2006 Act, and such power to be 11. To reappoint Guy Wakeley as a Director. limited: 12. To reappoint Philip Yea as a Director. a. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of 13. To reappoint PricewaterhouseCoopers LLP (the Auditor) or invitation to apply for equity securities (but in the as auditor of the Company , in accordance with Section case of the authority granted under paragraph (b) of 489 of the Companies Act 2006 (the 2006 Act), until the Resolution 15, by way of a rights issue only): conclusion of the next annual general meeting at which accounts are laid before the Company. i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and 14. To authorise the Audit Committee of the Board to determine the remuneration of the Auditor. ii. to holders of other equity securities, as required by the rights of those securities, or as the Board 15. THAT the Directors be generally and unconditionally otherwise considers necessary; authorised to allot equity shares (as defined in the 2006 Act) in the Company and to grant rights to subscribe for or and so that the Board may impose any limits or convert any security into shares in the Company: restrictions and make any arrangements which it considers necessary or appropriate to deal with a. up to an aggregate nominal amount of £121,512.22 treasury shares, fractional entitlements, record (such amount to be reduced by the nominal amount dates, legal, regulatory or practical problems in, or of any equity securities allotted under paragraph (b) under the laws of, any territory or any other matter; below, in excess of £121,512.22); and and b. comprising equity securities up to an aggregate b. in the case of the authority granted under paragraph nominal amount of £243,024.44 (such amount to be (a) of Resolution 15 and/or in the case of any sale of reduced by any shares and rights to subscribe for treasury shares for cash, to the allotment (otherwise or convert any security into shares allotted under than under paragraph (a) above) of equity securities up paragraph (a) above) in connection with an offer by way to an aggregate nominal amount of £18,226.83; of a rights issue:

3 NOTICE OF ANNUAL GENERAL MEETING

such power to apply until the conclusion of the Annual c. incur political expenditure not exceeding the amount General Meeting of the Company in 2021 (or, if earlier, of £50,000 in total; until the close of business on 5 August 2021), but during during the period beginning with the date of the passing of this period the Company may make offers, and enter this Resolution 18 and ending at the end of the Company’s into agreements, which would, or might, require equity next Annual General Meeting in 2021 or, if earlier, on securities to be allotted (and treasury shares to be sold) 5 August 2021 provided that the authorised sum referred after the power ends; and the Board may allot equity to in paragraphs (a), (b) and (c) above, may be comprised of securities (and sell treasury shares) under any such offer or one or more amounts in different currencies which, for the agreement as if the power had not ended. purposes of calculating the said sum, shall be converted 17. THAT the Company be authorised for the purposes of into pounds sterling at the exchange rate published in Section 701 of the 2006 Act to make market purchases the London edition of the Financial Times on the date on (within the meaning of Section 693(4) of the 2006 Act) of which the relevant donation is made or expenditure is the ordinary shares of 0.1 pence each of the Company (the incurred (or the first business day thereafter) or, if earlier, Ordinary Shares), provided that: on the day in which the Company enters into any contract or undertaking in relation to the same provided that, in any a. the maximum number of Ordinary Shares hereby event, the aggregate amount of political donations and authorised to be purchased shall be 36,453,667; political expenditure made or incurred by the Company and b. the minimum price which may be paid for Ordinary its subsidiaries pursuant to this Resolution shall not exceed Shares is 0.1 pence per share; £150,000. c. the maximum price (exclusive of expenses) which may For the purposes of this Resolution 18, the terms “political be paid for Ordinary Shares is the highest of: donations”, “political parties”, “independent election candidates”, “political organisation” and “political i. an amount equal to 105% of the average of the expenditure” have the meanings set out in Part 14 of the middle market quotations for an Ordinary Share 2006 Act. (as derived from the London Stock Exchange Daily Official List) for the five business days immediately SPECIAL RESOLUTION: preceding the date on which such Ordinary Share is purchased; and 19. THAT a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ ii. the higher of the price of the last independent notice. trade and the highest current independent bid on the trading venues where the purchase is carried RECOMMENDATION out; Your Directors are of the opinion that the Resolutions to be d. the authority hereby conferred shall expire at the proposed at the AGM are in the best interests of the Company earlier of the conclusion of the Annual General Meeting and its shareholders as a whole and recommend you to vote in of the Company in 2021 and 5 August 2021 unless such favour of them. Each Director will be doing so in respect of all authority is renewed prior to such time; and of his or her own beneficial shareholding. e. the Company may make contracts to purchase Ordinary Shares under the authority hereby conferred BY ORDER OF THE BOARD prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may purchase Ordinary Shares in Kathy Cong pursuance of any such contracts, as if the authority Company Secretary conferred by this Resolution had not expired. 12 March 2020 ORDINARY RESOLUTION Registered Office: 18. THAT, in accordance with sections 366 and 367 of the 2006 Act, the Company and all companies that are subsidiaries Sutherland House, Russell Way, Crawley, of the Company, at the date on which this Resolution 18 is West Sussex, RH10 1UH passed or during the period when this Resolution 18 has Registered in England and Wales No. 07090427 effect, be generally and unconditionally authorised to: a. make political donations to political parties or independent election candidates not exceeding the amount of £50,000 in total; b. make political donations to political organisations other than political parties not exceeding the amount of £50,000 in total; and

4 EXPLANATORY NOTES ON THE RESOLUTIONS

RESOLUTION 1 CREST The Annual Report and Accounts For shares held in uncertificated form (CREST), please note that elections continue to apply only to one dividend and a fresh The Directors must present to shareholders the reports of election must be made, via CREST, for each dividend. the Directors and Auditor and the Accounts in respect of the financial year. Full details of the terms and conditions of the DRIP and the actions required to make or revoke an election, both in RESOLUTION 2 respect of Maintenance Dividends (i.e. in this case, the 2019 Annual Remuneration Report Final Dividend) and any Special Dividends, are available at www.shareview.co.uk/info/DRIP or on request from the Resolution 2 gives shareholders the opportunity to cast an Registrar, Equiniti Limited, Aspect House, Spencer Road, advisory vote on the Directors’ Remuneration Report for the Lancing, West Sussex BN99 6DA, or via secure email year ended 31 December 2019 as set out on pages 94 to 118 of [email protected] or via Equiniti’s helpline on the 2019 Annual Report which provides details of the Directors’ 0371 384 2542 (+44 121 415 0276 if calling from overseas) remuneration for the year ended 31 December 2019. (Lines are open between 8.30am and 5.30pm Monday to Friday). RESOLUTION 3 RESOLUTIONS 4 TO 12 Approval of Final Dividend Reappointment of Directors The Directors are proposing the payment of a final dividend In accordance with the Company’s Articles of Association the of 3.54 pence per share, which requires approval from the Directors will retire at the AGM and will offer themselves for shareholders. The proposed dividend is in line with the reappointment. dividend policy as set out on page 121 of the 2019 Annual Report. If approved the dividend will be paid on 26 May 2020. Full biographies of all the Directors can be found on pages 5 to 7 and on the Company’s website: Shareholders may elect to receive their dividend in the form of http://investors.equiniti.com/investors. The Board considers additional shares rather than in cash. that each of the independent non-executive Directors Dividend Reinvestment Plan proposed for reappointment meets the independence criteria Subject to shareholders approving the dividend as set out as set by the Code and is independent of management in in Resolution 3, the Company will be offering a Dividend Re- character, judgement and opinion. Investment Plan (DRIP). The DRIP is provided and administered There are no existing or previous relationships, transactions by the DRIP plan administrator, Equiniti Financial Services or arrangements that any of the proposed independent Limited, which is authorised and regulated by the FCA. non-executive Directors has or had with the Company or its The DRIP offers shareholders the opportunity to elect to invest Directors which are considered to affect their independence. cash dividends received on their Ordinary Shares, in purchasing Following a formal evaluation process, the Board believes further Ordinary Shares of the Company. These shares would that the considerable and wide-ranging experience of all be bought in the market, on competitive dealing terms. If you the Directors will continue to be invaluable to the long-term participate in the DRIP, and hold your shares in certificated sustainable success of the Company and recommends their form, it will operate automatically in respect of the Final reappointment: Dividend for 2019 (unless varied beforehand by you) and all future dividends until such time as you withdraw from the DRIP RESOLUTION 4 or the DRIP is suspended or terminated in accordance with the MARK BROOKER Terms and Conditions. INDEPENDENT NON-EXECUTIVE DIRECTOR Important Please Read: Action May Be Required Appointed: November 2018 In respect of shares held in certificated form, it is very important to note that a DRIP election or the revocation of a DRIP Mark’s executive career has involved senior roles in technology- election, received or already in place 15 days before a dividend centric businesses, including Betfair where he was COO payment date will apply to all future dividends, whether interim, and Trainline where he held a similar role, providing strong final or special dividends, until such time as a valid new election management and operations experience. He also spent or revocation of an election is received. 17 years in investment banking, with Rothschild, NatWest Markets, Merrill Lynch and Morgan Stanley. To assist, please note the following important dates: Skills and Experience Beneficial to the Company: Final dividend Record date: 17 April 2020 Mark brings strong management and operational experience Last day for DRIP elections (to apply, or to revoke an election, from technology-centric businesses and his time in investment to the 2019 Final Dividend): 1 May 2020 banking is very relevant to our marketplace. Payment date: 26 May 2020 Other Appointments: Non-executive Director of AA plc Please note that an election or revocation of an election applies Non-executive Director of William Hill plc to all dividends thereafter until such time as further instructions Non-executive Seedrs Limited are received. Non-executive Director of Findmypast Limited

5 EXPLANATORY NOTES ON THE RESOLUTIONS

RESOLUTION 5 Non-executive Director of Clarkson plc ALISON BURNS Non-executive Director of Scapa Group plc INDEPENDENT NON-EXECUTIVE DIRECTOR Non-executive Director of Otis Gold Corporation, a Toronto Stock Exchange listed company Appointed: April 2018 Alison has held executive and non-executive roles within Aviva RESOLUTION 8 plc, including the position of CEO of Aviva Ireland. She has CHERYL MILLINGTON extensive financial services experience, gained in senior roles INDEPENDENT NON-EXECUTIVE DIRECTOR with Santander, Lloyds TSB and AXA UK. Appointed: November 2018 Skills and Experience Beneficial to the Company: Cheryl’s experience has been gained through her senior Alison has in-depth knowledge of the insurance and financial leadership roles in technology across a variety of sectors, services sectors (two key markets for the Group). Alison’s including financial services and retail, most recently as Chief experience has provided her with an insight into the customer’s Digital Officer at both Travis Perkins and Waitrose. Her prior viewpoint alongside her operational experience which are skills roles include CIO at Asda and senior line management roles in required by the Board. retail at HBOS. Cheryl was previously an independent non- Other Appointments: executive Director of National Savings and Investments. Non-executive Director of Hastings plc Skills and Experience Beneficial to the Company: Non-executive Director of National House-Building Council Cheryl brings deep technological, business leadership, and customer centric experience gained across a variety of sectors, RESOLUTION 6 including financial services and retail, which is very relevant to SALLY-ANN HIBBERD our marketplace. INDEPENDENT NON-EXECUTIVE DIRECTOR Other appointments: Appointed: August 2016 Non-executive Director of Atom Bank plc Sally-Ann previously served as COO of the international division Non-executive Director of Hays plc and latterly as Group Operations and Technology Director of Non-executive Director of Intu Properties plc Willis Group, and held a number of senior executive roles at Lloyds TSB. RESOLUTION 9 DARREN POPE Skills and Experience Beneficial to the Company: SENIOR INDEPENDENT DIRECTOR Sally-Ann’s extensive experience of the financial services sector, together with her experience of the insurance sector, two Appointed: December 2016 key business sectors for the Group, has been beneficial when Darren is a qualified accountant with over 30 years of conducting her role as Chair of the Risk Committee and as a experience in the financial services industry, the majority of member of the Board. which has been spent in retail financial services. Most recently Other Appointments: Darren served as CFO of TSB Bank plc, having led the initial Non-executive Director of IG Group Holdings plc stages of its separation from Lloyds Banking Group. He was a Non-executive Director of The Co-operative Bank plc non-executive director of Virgin Money Holdings (UK) plc prior Non-executive Board member of Loughborough University to its merger with CYBG plc. Advisory board member of Go Beyond Partners Skills and Experience Beneficial to the Company: Darren’s considerable accounting experience and his in-depth RESOLUTION 7 knowledge of the retail financial services sector, a key business DR TIM MILLER sector for the Group, is beneficial to his role as Chair of the INDEPENDENT NON-EXECUTIVE DIRECTOR Audit Committee and as a member of the Board. Appointed: February 2015 Other Appointments: During his 14 years at Standard Chartered Bank, Tim held a Non-executive Director of Virgin Money UK plc number of director level positions with global responsibility for Non-executive Director of Network International Holdings plc areas including human resources, compliance, audit, assurance, financial crime and legal. Tim was also a non-executive Director RESOLUTION 10 of Page Group, the recruitment services provider, for nine years. JOHN STIER CHIEF FINANCIAL OFFICER Skills and Experience Beneficial to the Company: Tim’s extensive executive experience across a range of areas, Appointed: June 2015 especially in human resources, has assisted him in his role as Chair A qualified accountant, prior to joining the Company John was of the Remuneration Committee. Tim’s experience made him the the Chief Financial Officer of Northgate Information Solutions ideal choice to be appointed as the Board’s designated non- Ltd for over ten years. Prior to that, he was the Chief Financial executive Director to engage with the Group’s wider workforce. Officer of Subterra Ltd, a subsidiary of Thames Water Plc, which Other Appointments: delivered engineering services to businesses across Europe. Non-executive Director of Equiniti Financial Services Limited (the Group’s most significant FCA regulated entity in the UK)

6 EXPLANATORY NOTES ON THE RESOLUTIONS

Skills and Experience Beneficial to the Company: Shareholders, to hold office until the conclusion of the next John’s considerable finance experience, and his extensive such meeting. During the year ended 31 December 2019 the executive experience, has been invaluable in his role as Chief Company completed an independence and effectiveness Financial Officer, in managing the Company’s balance sheet and assessment on the existing Auditor. ensuring it has firm financial foundation from which it has grown The Board, on the recommendation of the Audit Committee, from being a private equity-run business to a main market, proposes under Resolution 13 the reappointment of FTSE 250 business. PricewaterhouseCoopers LLP (PwC) as Auditor to hold office Other Appointments: until the conclusion of the next AGM of the Company. PwC has None confirmed its willingness to stand for reappointment.

RESOLUTION 11 RESOLUTION 14 GUY WAKELEY Remuneration of Auditor CHIEF EXECUTIVE Resolution 14 authorises the Audit Committee to agree the Appointed: January 2014 remuneration of the Auditor. Prior to joining the Company, Guy was chief executive of RESOLUTION 15 Morrison plc for five years and before that held divisional Authority to Allot Shares leadership positions with Amey, The Berkeley Group, General Electric and Rolls-Royce. Guy has an MA in Engineering Science The Directors’ authority to allot unissued shares in the Company from the University of Cambridge and a PhD in applications of expires at the conclusion of this AGM. The guidelines of the artificial intelligence to engineering design. Investment Association (IA) on Directors’ authority to allot shares state that IA members will regard as routine an authority to allot Skills and Experience Beneficial to the Company: up to two thirds of the existing issued share capital, provided Guy is an experienced chief executive, with extensive IT that any amount in excess of one third of existing issued share experience. This has enabled him to forge a strong, focused, capital is applied to fully pre-emptive rights issues only. The management team for the Company. This team, led by Guy, Board considers it appropriate that the Directors should have this has enabled the Company to grow from a private equity-run authority to allot shares in the capital of the Company. business to a main market, FTSE 250 business, with a clear, focused strategy for its future growth. Accordingly Resolution 15 authorises the Board (a) under an open offer or in other situations up to an aggregate nominal Other Appointments: amount of £121,512.22 (representing one third of the Company’s Non-executive Director of HgCapital Trust plc share capital as at 12 March 2020 (the latest practicable date Member of the CBI’s Public Services Strategy Board before the publication of this Notice)) and (b) under a rights issue up to an aggregate nominal amount of £243,024.44 RESOLUTION 12 (representing two thirds of the Company’s issued share capital PHILIP YEA at that date). The authorities sought by Resolution 15 will expire CHAIRMAN at the AGM of the Company to be held in 2021 or if earlier Appointed: July 2017 (Independent upon Appointment) 5 August 2021. The Directors have no present intention to exercise either of the authorities sought under this Resolution. Philip was chief executive of 3i Group plc from 2004 to 2009. However, if they do exercise the authorities, the Directors intend A qualified accountant, he is also a former finance director of to follow IA recommendations concerning their use. Diageo plc and, as finance director of Guinness PLC, was closely involved in the creation of Diageo through Guinness’s merger RESOLUTION 16 (to be proposed as a Special Resolution) with GrandMet in 1997. Disapplication of statutory pre-emption rights Skills and Experience Beneficial to the Company: The Directors’ authority to allot unissued shares in the Philip is an experienced chairman with in-depth knowledge Company for cash otherwise than to existing shareholders of both the quoted and private equity sectors. With his pro-rata to their holdings expires at the conclusion of this AGM. considerable executive experience, he brings valuable skills The Board wishes to renew this authority. to the Board. His knowledge of the international business environment will be of particular importance to the Company as Resolution 16, which will be proposed as a special resolution, it continues on the next stage of its growth and development as would give the Directors the authority to allot equity securities an international business. (or sell any equity securities which the Company elects to hold in treasury) for cash without first offering them to existing Other Appointments: shareholders in proportion to their existing shareholdings. Non-executive Director of Aberdeen Standard Asia Focus plc Non-executive Director of Marshall of Cambridge (Holdings) Ltd Non-executive Director and chairman-designate of Mondi plc

RESOLUTION 13 Appointment of Auditor The Company is required to appoint its Auditor at each general meeting at which accounts are laid before the

7 EXPLANATORY NOTES ON THE RESOLUTIONS

This authority is limited to allotments or sales in connection RESOLUTION 18 with pre-emptive offers and offers to holders of other equity Political Donations securities if required by the rights of those shares or as the The Equiniti Group does not make any donations to political Board otherwise considers necessary, or otherwise up to parties or organisations and does not intend to in future. an aggregate nominal amount of £18,226.83 (representing 18,226,833 Ordinary Shares). However, it does support certain industry-wide bodies and allows employees time to undertake trade union activities. This aggregate nominal amount represents 5% of the Company’s issued ordinary share capital as at 12 March 2020 Whilst the Board does not regard these as political in nature, (the latest practicable date before the publication of this in certain circumstances such support, together with donations Notice). The Company does not hold any shares in treasury. made for charitable or similar purposes, could possibly be In respect of this aggregate nominal amount, the Directors treated as a donation to a political organisation under the confirm their intention to follow the provisions of the Pre- relevant provisions of the 2006 Act. Emption Group’s Statement of Principles regarding cumulative Under the 2006 Act, a company wishing to make political usage of authorities within a rolling three-year period. donations or incur political expenditure in excess of £5,000 in The authorities sought by Resolution 16 will expire at the any 12 month period, must first obtain authorisation from its AGM of the Company to be held in 2021 or if earlier 5 August shareholders by ordinary resolution. 2021. The Directors have no present intention to exercise In order to comply with its obligations under the 2006 Act and the authority sought under this Resolution but consider the to avoid any inadvertent infringement of that Act, the Board authority to be appropriate to allow the Company flexibility wishes to renew its existing authority for a general level of to finance business opportunities or to conduct a pre-emptive political donation and/or expenditure. offer or pre-emptive rights issue. The 2006 Act requires this authority to be divided into three RESOLUTION 17 (to be proposed as a Special Resolution) heads (as set out in Resolution 18) with a separate amount To authorise the Company to purchase its own shares specified as permitted for each. An amount not exceeding £50,000 for each head of the authority has been proposed. Shareholders’ approval is sought to authorise the Company to The authority sought extends to all of the Company’s buy back its own Ordinary Shares in the market as permitted subsidiaries. by the 2006 Act. The authority limits the maximum number of shares that could be purchased to 36,453,666 (representing This authority will expire at the conclusion of the AGM of the 10% of the Company’s issued share capital as at Company in 2021. 12 March 2020 (the latest practicable date before the publication of this Notice) and sets minimum and maximum RESOLUTION 19 (to be proposed as a Special Resolution) prices at which shares may be purchased by the Company Notice of General Meeting under this authority. If approved, the authority will expire at Under the 2006 Act, the notice period required for general the AGM of the Company to be held in 2021 or if earlier meetings of the Company is 21 days unless shareholders 5 August 2021. approve a shorter notice period, which cannot however be The Directors have no present intention of exercising this less than 14 clear days. Resolution 19 seeks approval of a authority. The authority would be exercised only if the Directors notice period of not less than 14 clear days to apply to general believed that to do so would be in the interests of shareholders meetings other than an AGM. generally. Any purchases of Ordinary Shares would be by means It is intended that the shorter notice period would not be used of market purchases on a recognised investment exchange. as a matter of routine, but only where the flexibility is merited A listed company purchasing its own shares may hold those by the business of the meeting and is thought to be in the shares in treasury and make them available for re-sale as an interests of shareholders as a whole. If approved, the authority alternative to cancelling them. Accordingly, if this Resolution will expire at the AGM of the Company to be held in 2021. is passed, the Company will have the option of holding, as treasury shares, any of its own shares that it purchases pursuant to the authority conferred. No dividends are paid on, and no voting rights are attached to, shares held in treasury. The Company does not hold any shares in treasury, but it is intended that any shares which might be purchased under this authority will be held in treasury, rather than being cancelled. The Company had options and awards outstanding over 7,487,631 Ordinary Shares, representing 2.05% of the Company’s issued share capital, as at 12 March 2020 (the latest practicable date before the publication of this Notice). If the authority conferred by Resolution 17 were to be exercised in full, these outstanding options and awards would represent 1.87% of the Company’s issued share capital.

8 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

ENTITLEMENT TO ATTEND AND VOTE right under such an agreement to give instructions to the shareholder as to the exercise of voting rights. 1. Only those shareholders registered on the Company’s register of shareholders at 6.30 p.m. on 5 May 2020; or 8. In order to be valid, a proxy appointment must be returned if this meeting is adjourned, at 6.30 p.m. on the day two (together with any authority under which it is executed business days prior to the adjourned meeting, shall be or a copy of the authority certified in ink by a bank, a entitled to attend and vote at the meeting. In each case, stockbroker or a solicitor) by one of the following methods: changes to the register of shareholders after the relevant • online at www.sharevote.co.uk where full instructions deadline shall be disregarded in determining the rights of on the procedure are given. The Voting ID, Task ID and any person to attend and vote at the meeting. Shareholder Reference Number printed on the Form of Proxy will be required to use this electronic proxy WEBSITE GIVING INFORMATION REGARDING THE appointment system. Alternatively, shareholders who MEETING have already registered with Equiniti Registrars’ online 2. Information regarding the meeting, including the portfolio service, Shareview, can appoint their proxy information required by section 311A of the 2006 Act, electronically by logging on to their portfolio at can be found at http://investors.equiniti.com/investors. www.shareview.co.uk using their user ID and password. Once logged in, click “view” on the “My Investments” ATTENDING IN PERSON page. Click on the link to vote and follow the on screen instructions. 3. The doors will open at 3.15 p.m. and you may wish to arrive by 3.40 p.m. to enable you to take your seat in good time. • in hard copy form by post, by courier or by hand to the Company’s registrar at the address shown on the Form 4. If you have any special needs or require wheelchair access of Proxy. to the venue, please contact the Company Secretary at [email protected] in advance of • in the case of CREST members, by utilising the CREST the meeting. electronic proxy appointment service in accordance with the procedures set out in note 10. ATTENDING ELECTRONICALLY The appointment of a proxy in each case must formally be 5. To facilitate entry to and the participation in the electronic received by the Company’s registrar by no later than meeting, shareholders are requested to use their unique 4.00 p.m. on 5 May 2020. username and password shown on their attendance card to 9. To change your proxy instructions you may return a new log into the AGM App on their electronic device (whether proxy appointment using the methods set out above. by smart phone, tablet or PC) and also to dial-in to the Where you have appointed a proxy using the hard copy meeting. For further information, please refer to pages Form of Proxy and would like to change the instructions 12 to 13. using another hard copy Form of Proxy, please contact the Company’s Registrar as set out in note 6. The deadline for APPOINTMENT OF PROXIES receipt of proxy appointments (see note 8) also applies in 6. Shareholders entitled to attend and vote at the AGM relation to amended instructions. Any attempt to terminate may appoint one or more proxies (who need not be or amend a proxy appointment received after the relevant shareholders) to exercise all or any of their rights to attend, deadline will be disregarded. Where two or more valid speak and vote on their behalf. More than one proxy may separate appointments of proxy are received in respect of be appointed provided that each proxy is appointed to the same share in respect of the same meeting, the one exercise rights attached to different shares. If you do not which is last sent shall be treated as replacing and revoking have a Form of Proxy and believe that you should have the other or others. If the Company is unable to determine one, or if you require additional Forms of Proxy, please which is last sent, the one which is last received shall be so contact Equiniti Registrar’s helpline on 0371 384 2542 treated. If the Company is unable to determine either which (+44 121 415 0276 if calling from overseas) (Lines are open is last sent or which is last received, none of them shall be between 8.30am and 5.30pm Monday to Friday excluding treated as valid in respect of the relevant share(s). public holidays in England & Wales). As an alternative to 10. CREST members who wish to appoint a proxy or proxies by completing a hard copy Form of Proxy, proxies may be utilising the CREST electronic proxy appointment service appointed electronically in accordance with note 8. may do so by utilising the procedures described in the 7. A copy of this Notice has been sent for information only CREST Manual on the Euroclear website (www.euroclear. to persons who have been nominated by a shareholder to com). CREST Personal Members or other CREST sponsored enjoy information rights under section 146 of the 2006 Act members, and those CREST members who have appointed (a Nominated Person). The rights to appoint a proxy cannot a voting service provider(s), should refer to their CREST be exercised by a Nominated Person; they can only be sponsor or voting service provider(s), who will be able to exercised by a shareholder. However, a Nominated Person take the appropriate action on their behalf. may have a right under an agreement with the shareholder by whom they were nominated to be appointed as a proxy for the AGM. If a Nominated Person does not have such a right or does not wish to exercise it, they may have a

9 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

In order for a proxy appointment made by means of be authorised by the person or persons making it, must be CREST to be valid, the appropriate CREST message (a received by the Company not later than the date six clear CREST Proxy Instruction) must be properly authenticated weeks before the meeting, and (in the case of a matter to in accordance with Euroclear UK & Ireland Limited’s (EUI) be included in the business only) must be accompanied by specifications and must contain the information required a statement setting out the grounds for the request. for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the WEBSITE PUBLICATION OF AUDIT CONCERNS appointment of a proxy or an amendment to the instruction 14. Shareholders satisfying the thresholds in section 527 of the given to a previously appointed proxy must, in order to be 2006 Act can require the Company to publish a statement valid, be transmitted so as to be received by the issuer’s on its website setting out any matter relating to (a) the agent (ID number RA19) by 4.00 p.m. on 5 May 2020 (the audit of the Company’s Accounts (including the Auditor’s latest time(s) for receipt of proxy appointments specified report and the conduct of the audit) that are to be laid in this Notice). For this purpose, the time of receipt will before the AGM; or (b) any circumstances connected be taken to be the time (as determined by the timestamp with an Auditor of the Company ceasing to hold office, applied to the message by the CREST Applications Host) that the shareholders propose to raise at the AGM. The from which the issuer’s agent is able to retrieve the Company may not require the shareholders requesting the message by enquiry to CREST in the manner prescribed by publication to pay its expenses. Any statement placed on CREST. The Company may treat as invalid a CREST Proxy the website must also be sent to the Company’s Auditor Instruction in the circumstances set out in regulation 35(5) no later than the time it makes its statement available on (a) of the Uncertificated Securities Regulations 2001. the website. The business which may be dealt with at the AGM includes any statement that the Company has been ISSUED SHARES AND TOTAL VOTING RIGHTS required to publish on its website. 11. As at 12 March 2020 (the latest practicable date before the publication of this Notice), the Company’s issued share VOTING capital comprised 364,536,666 Ordinary Shares of 15. Voting on all Resolutions will be conducted by way of a 0.1 pence each. Each Ordinary Share carries the right poll rather than on a show of hands. As soon as practicable to one vote at a general meeting of the Company and, following the AGM, the results of the voting at the meeting therefore, the total number of voting rights in the Company and the numbers of proxy votes cast for and against and as at 12 March 2020 is 364,536,666. the number of votes actively withheld in respect of each The website referred to in note 2 will include information on of the Resolutions will be announced via a Regulatory the number of shares and voting rights. Information Service and also placed on the Company’s website: http://investors.equiniti.com/investors. 12. Under section 319A of the 2006 Act, the Company must answer any question relating to the business being dealt DOCUMENTS ON DISPLAY with at the AGM which is put by a shareholder attending that meeting, except in certain circumstances, including if it 16. Copies of the service contracts of the executive Directors is undesirable in the interests of the Company or the good and the non-executive Directors’ letters of appointment order of the meeting that the question be answered or if to are available for inspection at the Company’s registered do so would interfere unduly with the preparation for the office during normal business hours and at the place of the AGM or involve the disclosure of confidential information meeting from at least 15 minutes prior to the meeting until or if the answer has already been given on a website in the the end of the meeting. form of an answer to a question. COMMUNICATION 13. Under sections 338 and 338A of the 2006 Act, shareholders meeting the threshold requirements in those sections have 17. Except as provided previously in this Notice, shareholders the right to require the Company (i) to give, to shareholders who have general queries about the meeting should use of the Company entitled to receive notice of the meeting, the following means of communication (no other methods notice of a resolution which may properly be moved and of communication will be accepted): is intended to be moved at the meeting; and/or (ii) to • calling our shareholder helpline as set out in note 6 include in the business to be dealt with at the meeting • by email to [email protected] any matter (other than a proposed resolution) which may • by post to Equiniti Group plc, Aspect House, Spencer Road, be properly included in the business. A resolution may Lancing, West Sussex, BN99 6DA properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) You may not use any electronic address provided in this Notice it would, if passed, be ineffective (whether by reason to communicate with the Company for any purposes other than of inconsistency with any enactment or the Company’s those expressly stated. constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must

10 ELECTRONIC MEETING

ENTRY TO THE ELECTRONIC MEETING VOTING In order to participate at the AGM electronically, you will After the resolutions have been proposed and opened, need to download the latest version of the AGM App onto voting options will appear on the screen. Press the option your smartphone device and dial in to the AGM following corresponding with the way in which you wish to vote. Once the instructions set out below. This is available in native app you have selected your choice, you will see a message on your format (Android and iOS only) and can be downloaded from screen confirming that your vote has been received. If you the Google Play Store™ Market or the Apple® App Store by think that you have selected the wrong choice or if you wish searching by app name “Lumi AGM”. If you have previously to change your mind, simply press the correct choice until the downloaded the Lumi AGM app, please ensure you are using poll is closed on that resolution. If you wish to cancel your “live” the latest version by checking the status in the App Store/ vote, please press Cancel. Google Play Store. Please be aware the ‘Lumi AGM’ app does not support Android 4.4 (and below) or iOS 9. INFORMATION ON THE 2020 ANNUAL GENERAL MEETING PRESENTATION Alternatively, Lumi AGM is available as a mobile web client, compatible with the latest browser versions of Chrome, A presentation will be available on the AGM App and Lumiagm Firefox, Internet Explorer 11 (Internet Explorer V10 and lower website. To view the presentation when open simply click on are not supported), Edge and Safari and can be accessed the up arrow (^) present in the ‘Broadcast’ band. using any web browser, on a PC or smartphone device. If If you are joining through a browser, the ‘Broadcast’ band will you would prefer to vote using this method, please go to automatically appear. https://web.lumiagm.com. In order to listen and to speak at the AGM, you must dial in (see Accessing the Telephone QUESTIONS AT THE MEETING Call paragraph). If you wish to ask a question please ensure you have logged LOGGING IN into the AGM App, or Lumiagm website, retrieved the Conference ID and then dialled the appropriate telephone Once you have downloaded the AGM App, or accessed number. You will be connected to an Operator who will https://web.lumiagm.com from your web browser, you will be provide you with further instructions. asked to enter a Meeting ID which is 106-450-172. You will then be prompted to enter your unique username and password. PROCESS These can be found on your attendance card. Access to the meeting will be available from 4.00 p.m. on 6 May 2020, The process of asking questions, voting and accessing the AGM although the functionality will not be enabled until the meeting presentation will be further explained by the Chairman and the commences. You should also dial into the call as described Operator during the meeting. below. The telephone lines will be activated 15 minutes prior to the meeting start time. During the meeting, you must ensure DULY APPOINTED PROXIES AND CORPORATE you are connected to the internet at all times in order to vote REPRESENTATIVES when the Chairman commences polling on the resolutions Please contact the Company’s registrar before 4.00 p.m. being put to the meeting. You must also ensure you remain on 6 May 2020 on 0371 384 2542 or +44 121 415 0276 if dialled in to the AGM to ensure you can participate. Therefore, you are calling from outside the UK for your unique it is your responsibility to ensure connectivity for the duration username and password. of the meeting. Lines are open 8.30am to 5.30pm Monday to Friday ACCESSING THE TELEPHONE CALL (excluding public holidays in England & Wales). To participate in (and speak at) the AGM, you must dial into the Shareholders should note that electronic entry to the AGM using the numbers provided: AGM will open at 3.30 p.m. on 7 May 2020. United Kingdom: 0330 336 9126 Rest of World: +44 (0) 330 336 9126 To dial-in, you will require a conference ID (Conference ID). The Conference ID will only be accessible once you have logged into the AGM App, or Lumiagm website, and will be available at least 30 minutes prior to the start of the meeting. Local phone calls will not be charged.

11 ONLINE USER GUIDE (BROWSER) TO THE ELECTRONIC 2020 ANNUAL GENERAL MEETING

01 02

Go to https://web.lumiagm.com After entering the Meeting ID, and you will be prompted you will be prompted to enter to enter the Meeting ID. If a your unique username and shareholder attempts to login password. to the app before the meeting is live*, a pop-up dialogue box will appear. * After 4.00 p.m. on 6 May 2020.

03 04

When successfully authenticated, The meeting presentation you will be taken to the Home will begin at the start of the Screen. Details of the telephone AGM, the ‘Broadcast Panel’ conference code will be will automatically appear at displayed on the Home Screen the side of the screen, you at least 30 minutes before the can expand and minimise start of the meeting. the screen by pressing the Broadcast arrow at the top of the page. 05 06

When the Chairman declares For each resolution, press the the poll open, a list of all choice corresponding with the resolutions and voting choices way in which you wish to vote. will appear on your device. When selected, a confirmation Scroll through the list to view all message will appear. resolutions.

To change your mind, simply press the correct choice which will override your previous selection. To cancel your vote, press Cancel.

12 ONLINE USER GUIDE (MOBILE) TO THE ELECTRONIC 2020 ANNUAL GENERAL MEETING

01 02

Open the Lumi AGM app and After entering the Meeting ID, you will be prompted to enter you will be prompted to enter the Meeting ID. If a shareholder your unique username and attempts to login to the app password. before the meeting is live*, a pop-up dialogue box will appear. * After 4.00 p.m. on 6 May 2020.

03 04

When successfully authenticated, To view the meeting you will be taken to the Home presentation, expand the Screen. Details of the telephone ‘Broadcast Panel’, located at the conference code will be bottom of your device. This can displayed on the Home Screen be minimised by pressing the at least 30 minutes before the same button. start of the meeting.

05 06

To change your mind, simply press the correct choice which will override your previous selection. To cancel your vote, press Cancel.

13 NOTES

14 NOTES

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