THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II ( EXPLANATORY STATEMENT ), TOGETHER WITH THE REST OF THIS DOCUMENT, COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT. THIS DOCUMENT CONTAINS DETAILS OF A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF LISTING AND ADMISSION TO TRADING OF DMGT ORDINARY SHARES ON THE MAIN MARKET OF THE LONDON STOCK EXCHANGE. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom . If you sell or have sold or otherwise transferred all of your DMGT Shares, please send this document and the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of DMGT Shares, you should retain the documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The release, publication or distribution of this document, in whole or in part, directly or indirectly, in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Proposal disclaim any responsibility and liability for the violation of such restrictions by any person. PLEASE NOTE THAT THIS DOCUMENT IS BEING SENT TO HOLDERS OF DMGT A SHARES FOR INFORMATION PURPOSES ONLY. DMGT A SHAREHOLDERS DO NOT NEED TO TAKE ANY ACTION IN RELATION TO THIS DOCUMENT.

Recommended scheme of arrangement of Daily Mail and General Trust plc resulting in the holding by Rothermere Continuation Limited

of the issued ordinary voting share capital of DMGT not already owned by RCL

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the accompanying Forms of Proxy. Your attention is drawn to the letter from the Chairman of the Independent Committee which is set out in Part I ( Letter from the Chairman of the Independent Committee ) of this document and which contains a recommendation from the Independent DMGT Directors that you vote in favour of each of the resolutions set out in the notice of the Court Meeting and the notice of the General Meeting. A letter from Lazard explaining the Scheme appears in Part II ( Explanatory Statement ) of this document and it, together with the rest of this document, comprises the explanatory statement in compliance with section 897 of the Companies Act . Notices of the Court Meeting and of the General Meeting, both to be held at The Roof Gardens, 99 Kensington High Street (entrance on Derry Street), London W8 5SA on 3 October 2013, are set out in Part X (Notice of Court Meeting ) and Part XI (Notice of General Meeting ) of this document respectively. The Court Meeting will start at 10 a.m. London time and the General Meeting at 10.15 a.m. London time (or as soon thereafter as the Court Meeting has concluded or been adjourned). The actions to be taken in respect of the Shareholder Meetings are set out on pages 3 – 6 of this document . DMGT Ordinary Shareholders will find enclosed with this document a BLUE Form of Proxy for use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the General Meeting. Whether or not you intend to attend the Shareholder Meetings in person, please complete and sign each of the enclosed Forms of Proxy in accordance with the instructions printed on them and return them to DMGT’s Registrars, Equiniti Limited, of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and, in any event, so as to be received by no later than 48 hours (excluding any part of a day that is not a working day) prior to the time appointed for the relevant Shareholder Meeting. If the BLUE Form of Proxy for the Court Meeting is not returned by the specified time, it may be handed to representatives of Equiniti Limited or the Chairman of the Court Meeting before the start of that meeting and will still be valid. In the case of the General Meeting, however, unless the WHITE Form of Proxy is returned by the time mentioned in the instructions printed on it, it will be invalid. If you have any questions about this document, the Court Meeting, the General Meeting or on the completion and return of the Forms of Proxy, please call the Shareholder Helpline on 0871 384 2787 (from within the UK) or on +44 121 415 0096 (if calling from outside the UK). Calls to the 0871 384 2787 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile

telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposal nor give financial, tax, investment or legal advice. Lazard, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to the Independent DMGT Directors and no one else in connection with the Proposal and will not be responsible to anyone other than Independent DMGT Directors for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Proposal or any other matters referred to in this document. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with any statement contained herein or otherwise. Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for RCL and no one else in connection with the Proposal and will not be responsible to anyone other than RCL for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Proposal or any other matters referred to in this document. Neither Rothschild nor any of its associates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with any statement contained herein or otherwise. This document and the accompanying Forms of Proxy have been prepared for the purposes of complying with the laws of England and Wales, the Code and the Listing Rules, and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales or if the Code and/or the Listing Rules had not applied. This document and the Conditions and further terms set out in this document are governed by the laws of England and Wales and are subject to the jurisdiction of the English courts. PUBLICATION ON WEBSITE This document, together with all information incorporated by reference into this document, will be available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on the website of DMGT at www.dmgt.com , from the time of publication of this document. AVAILABILITY OF HARD COPIES If you have received this document in electronic form, you may request a hard copy of this document and/or any information incorporated by reference into this document by calling the Shareholder Helpline on 0871 384 2787 (from within the UK) or on +44 121 415 0096 (if calling from outside the UK). Calls to the 0871 384 2787 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposal nor give financial, tax, investment or legal advice. You may also request that all future documents, announcements and information to be sent to you in relation to the Proposal should be in hard copy form. Copies of this document and any document or information incorporated by reference into this document will not be provided unless such a request is made. INFORMATION FOR UNITED STATES AND OTHER OVERSEAS SHAREHOLDERS This document is not intended to and does not constitute, or form part of, and may not be used for the purposes of, an offer to sell or purchase or an invitation or the solicitation of an offer to subscribe for, buy, otherwise acquire, sell or otherwise dispose of, any securities by any person, or the solicitation of any vote or approval pursuant to the Proposal or otherwise, in any jurisdiction (a) in which such offer or invitation is not authorised, (b) in which the person making such offer or invitation is not qualified to do so, or (c) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or which would impose any unfulfilled registration, publication or approval requirements on DMGT, RCL or any of their respective directors, officers, agents or advisers. There shall not be any sale, issuance or transfer of securities of DMGT in any jurisdiction in contravention of applicable law. No action has been taken nor will be taken in any jurisdiction by any such person that would permit a public offering of any securities in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where action for that purpose is required. Neither DMGT, RCL nor their respective directors, officers, agents or advisers accept any responsibility for any violation of any of these restrictions by any other person. Unless otherwise determined by RCL or required by the Panel, and permitted by applicable law and regulation, the Proposal will not be made available, directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and any formal documentation relating to the Proposal are not being, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them, in whole or in part, in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. The ability of DMGT Ordinary Shareholders who are not resident in the United Kingdom to participate in the Proposal may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. The Interim Shares, New Interim Shares and DMGT A Shares have not been, and will not be, registered under the US Securities Act, or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the Interim Shares, New Interim Shares or DMGT A Shares has been, or will be, applied for in any jurisdiction other than the UK. The Interim Shares, New Interim Shares and DMGT A Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from registration. It is expected that the Proposal will be effected in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Page ii The Proposal relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the US proxy and tender offer rules. Accordingly, the Proposal is subject to UK disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure and other requirements of the US proxy and tender offer rules under the US Exchange Act. The financial information included in this document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Proposal may, for a US holder of DMGT Ordinary Shares, involve a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of DMGT Ordinary Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of the Proposal. It may be difficult for US holders of DMGT Ordinary Shares to enforce their rights and any claim arising out of the US federal securities laws, since RCL and DMGT are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US holders of DMGT Ordinary Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. NOTE ON FORWARD-LOOKING STATEMENTS This document contains statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements include statements relating to (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, (b) business and management strategies and the expansion and growth of RCL’s or DMGT’s operations, and (c) the effects of global economic conditions on RCL’s or DMGT’s business. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of RCL or DMGT to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of RCL or DMGT to differ materially from the expectations of RCL or DMGT, as applicable, include, but are not limited to, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in government and other regulation, including in relation to the environment, health and safety and taxation, legal or regulatory developments and changes, labour relations and work stoppages, changes in political and economic stability, disruptions in business operations due to reorganisation activities (whether or not the Proposal completes successfully), interest rate and currency fluctuations and the failure to satisfy any conditions for the Proposal on a timely basis or at all. Such forward-looking statements should therefore be construed in light of such factors. Neither DMGT nor RCL, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to DMGT or RCL or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules), DMGT and RCL are not under any obligation and DMGT and RCL expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. DISCLOSURE REQUIREMENTS OF THE CODE Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Page iii Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.takeoverpanel.org.uk , including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. NO PROFIT FORECAST No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per DMGT Ordinary Share or DMGT A Share for the current or future financial years would necessarily match or exceed the historical published earnings per DMGT Ordinary Share or DMGT A Share respectively.

ROUNDING Certain figures included in this document have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Date of publication: 7 September 2013

Page iv CONTENTS

PAGE

EXPECTED TIMETABLE OF PRINCIPAL EVENTS ...... 1

ACTION TO BE TAKEN BY DMGT ORDINARY SHAREHOLDERS...... 3

PART I LETTER FROM THE CHAIRMAN OF THE INDEPENDENT COMMITTEE...... 7

PART II EXPLANATORY STATEMENT ...... 14

PART III THE SCHEME OF ARRANGEMENT ...... 31

PART IV CONDITIONS AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE PROPOSAL ...... 41

PART V TAXATION ...... 42

PART VI ADDITIONAL INFORMATION ...... 45

PART VII FINANCIAL AND RATINGS INFORMATION...... 72

PART VIII BASES AND SOURCES...... 73

PART IX DEFINITIONS...... 75

PART X NOTICE OF COURT MEETING ...... 82

PART XI NOTICE OF GENERAL MEETING...... 85

Page v

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable sets out the expected dates for implementation of the Proposal (some of which are indicative):

Event Expected time/date (1)

Latest time for receipt by DMGT’s Registrars of Forms of Proxy for:

Court Meeting (BLUE form) (2) 10.00 a.m. on 1 October 2013

General Meeting (WHITE form) (3) 10.15 a.m. on 1 October 2013

Scheme Voting Record Time (for the Court Meeting 6 p.m. on 1 October 2013 and the General Meeting)(4)

Court Meeting (5) 10.00 a.m. on 3 October 2013

General Meeting (5) (6) 10.15 a.m. on 3 October 2013

Court Hearing (7)(8) 28 October 2013

Last day of dealings in, and for registration of transfers 28 October 2013 of, and disablement in CREST of, DMGT Ordinary Shares (7)

Scheme Record Time (7) 6.00 p.m. on 28 October 2013

Effective Date (7) 29 October 2013

New A Shares listed and CREST accounts credited in 8.00 a.m. on 30 October 2013 respect of New A Shares (7)

Earliest date for delisting of DMGT Ordinary Shares(7) 8.00 a.m. on 30 October 2013

Despatch of share certificates in respect of New A within 14 days of the Effective Shares (7) Date

Long Stop Date 31 January 2014

Notes:

(1) All times shown in this document are references to London time unless otherwise stated. The times and dates given are indicative only and are based on DMGT’s current expectations and may be subject to change (including as a result of changes to Court times). If any of the times and/or dates above change the revised times and/or dates will be notified to DMGT Shareholders by announcement through an RIS. (2) BLUE Forms of Proxy not returned by this time may be handed to representatives of DMGT’s Registrars or the Chairman of the Court Meeting before the start of that meeting and will still be valid. (3) To be valid, WHITE Forms of Proxy for the General Meeting must be lodged by 10.15 a.m. on 1 October 2013. (4) If either the Court Meeting or the General Meeting is adjourned the voting record time for the adjourned meeting will be 6.00 p.m. on the date falling two business days before the adjourned meeting. (5) The Court Meeting and General Meeting will be held at The Roof Gardens, 99 Kensington High Street (entrance on Derry Street), London W8 5SA.

Page 1 (6) To commence at the time fixed or, if later, immediately following the conclusion or adjournment of the Court Meeting. (7) These times and dates are indicative only and will depend, amongst other things, on the dates upon which (a) the conditions are satisfied or (if capable of waiver) waived, (b) the Court sanctions the Scheme and confirms the associated Capital Reductions, and (c) a copy of the Court Order(s) has been delivered to the Registrar of Companies and, if the Court so orders for the Capital Reductions to take effect, the Court Order(s) and the Statements of Capital have been registered by the Registrar of Companies. If the scheduled date or location of the Court Hearing is changed, DMGT will give adequate notice of the change by issuing an announcement through an RIS. Any changes to other times or dates indicated below shall, at DMGT’s discretion, be notified in the same manner. (8) The Court Hearing will be held at The High Court of Justice, Chancery Division, Companies Court, The Rolls Building, 7 Rolls Building, Fetter Lane, London, EC4A 1NL.

Page 2 ACTION TO BE TAKEN BY DMGT ORDINARY SHAREHOLDERS

Detailed instructions on the action to be taken by DMGT Ordinary Shareholders are set out below. No action need be taken by DMGT A Shareholders .

Voting at the Court Meeting and the General Meeting

The Scheme will require approval at the meeting of Relevant DMGT Ordinary Shareholders convened by order of the Court to be held at 10.00 a.m. on 3 October 2013 at The Roof Gardens, 99 Kensington High Street (entrance on Derry Street), London W8 5SA. The approval required at this meeting is that those voting to approve the Scheme must:

● represent a majority in number of those Relevant DMGT Ordinary Shareholders present and voting, either in person or by proxy; and

● also represent 75 per cent. or more in value of all Relevant DMGT Ordinary Shares voted by those Relevant DMGT Ordinary Shareholders present and voting, either in person or by proxy.

The Scheme also requires the sanction of the Court which will follow a hearing at which all Relevant DMGT Ordinary Shareholders may be present and be heard in person or through representation to support or oppose the sanctioning of the Scheme.

Implementation of the Scheme also requires the approval of DMGT Ordinary Shareholders at the General Meeting. The General Meeting is to be held at the same venue on the same day at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Court Meeting and General Meeting are set out at Part X (Notice of Court Meeting ) and Part XI (Notice of General Meeting ) of this document, respectively.

If the Scheme is implemented it will be binding on all holders of Relevant DMGT Ordinary Shares, including any holders of Relevant DMGT Ordinary Shares who did not attend or vote at the Court Meeting and/or the General Meeting to approve the Scheme.

Please check you have received the following with this document:

● a BLUE Form of Proxy for use in respect of the Court Meeting on 3 October 2013;

● a WHITE Form of Proxy for use in respect of the General Meeting on 3 October 2013; and

● a reply-paid envelope for use in the United Kingdom for the return of the BLUE Form of Proxy for the Court Meeting AND the WHITE Form of Proxy for the General Meeting.

Should any of these documents be missing please contact the Shareholder Helpline on the number set out below.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of the Relevant DMGT Ordinary Shareholders. Whether or not you plan to attend the Shareholder Meetings in person, you are strongly encouraged to complete, sign and return your Forms of Proxy, or to appoint a proxy electronically, as referred to below, as soon as possible and, in any event, so as to be received by DMGT’s Registrars at

Page 3 Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by the following times and dates:

● BLUE Forms of Proxy for the Court Meeting by 10.00 a.m. on 1 October 2013; and

● WHITE Forms of Proxy for the General Meeting by 10.15 a.m. on 1 October 2013, or, in the case of an adjourned meeting, not less than 48 hours (excluding any part of a day that is not a working day) prior to the time and date set for the adjourned meeting. This will enable your votes to be counted at the Shareholder Meetings in the event of your absence.

Alternatively, BLUE Forms of Proxy for the Court Meeting (but NOT WHITE Forms of Proxy for the General Meeting) may be handed to representatives of DMGT’s Registrars or the Chairman of the Court Meeting before the start of the Court Meeting.

The completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Court Meeting, the General Meeting or any adjournment thereof, if you so wish and are so entitled.

Multiple proxy voting instructions

Eligible DMGT Ordinary Shareholders who hold DMGT Ordinary Shares in certificated form are entitled to appoint a proxy, to exercise all or any of their rights to attend and to speak and vote on their behalf at the Shareholder Meetings, in respect of some or all of their DMGT Ordinary Shares and may appoint more than one proxy. A space has been included on the Forms of Proxy to allow certificated DMGT Ordinary Shareholders to specify the number of DMGT Ordinary Shares in respect of which any such proxy is appointed.

If you wish to appoint more than one proxy in respect of your shareholding, please call the Shareholder Helpline on 0871 384 2787 (from within the UK) or on +44 121 415 0096 (if calling from outside the UK). Calls to the 0871 384 2787 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposal nor give financial, tax, investment or legal advice.

Electronic appointment of proxies

DMGT Ordinary Shareholders holding DMGT Ordinary Shares in certificated form

DMGT Ordinary Shareholders entitled to attend and vote at the Shareholder Meetings may appoint a proxy electronically by logging on to the website of Equiniti Limited at www.sharevote.co.uk and entering the voting ID, task ID and shareholder reference number shown on their Forms of Proxy. Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Further information is also included in the instructions included on the Forms of Proxy.

The appointment of a proxy or proxies electronically shall not preclude an eligible DMGT Ordinary Shareholder from attending and voting in person at either Shareholder Meeting or any adjournment thereof.

Page 4 DMGT Ordinary Shareholders holding DMGT Ordinary Shares in uncertificated form

Eligible DMGT Ordinary Shareholders who hold DMGT Ordinary Shares in uncertificated form (that is, in CREST) and who wish to appoint a proxy or proxies for the Shareholder Meetings or any adjournment(s) by using the CREST electronic proxy appointment service may do so by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 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.

In order for a proxy appointment or instruction made using CREST 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 instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti Limited (ID RA19) by no later than 48 hours (excluding any part of a day that is not a working day) prior to the Court Meeting or General Meeting, as applicable. 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 Applications Host) from which Equiniti Limited are 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.

CREST members and, where applicable, their CREST sponsors or voting service provider(s), 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(s), to procure that his 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 sponsor or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

DMGT may treat as invalid a CREST Proxy Instruction in the circumstances set out in the CREST Regulations.

The appointment of a proxy or proxies through CREST shall not preclude an eligible DMGT Ordinary Shareholder from attending and voting in person at either Shareholder Meeting or any adjournment thereof.

Assistance

If you have any questions about this document, the Court Meeting, the General Meeting or on the completion and return of the Forms of Proxy, please call the Shareholder Helpline on 0871 384 2787 (from within the UK) or on +44 121 415 0096 (if calling from outside the UK). Calls to the 0871 384 2787 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the

Page 5 Shareholder Helpline operators cannot provide advice on the merits of the Proposal nor give financial, tax, investment or legal advice.

Page 6 PART I

LETTER FROM THE CHAIRMAN OF THE

INDEPENDENT COMMITTEE

Registered office: Daily Mail and General Trust plc Northcliffe House 2 Derry Street London W8 5TT

Registered in England and Wales with number 184594

7 September 2013

To all DMGT Ordinary Shareholders and, for information only, to all DMGT A Shareholders, persons with information rights and the holders of options over DMGT A Shares

Dear DMGT Ordinary Shareholder,

Recommended Scheme of DMGT

1. INTRODUCTION

On 14 August 2013, the Independent DMGT Directors and the RCL Directors jointly announced the terms of a recommended proposal for the reorganisation of the share capital of DMGT resulting in the holding by RCL of the DMGT Ordinary Shares not already owned by RCL. The Proposal will be effected by means of a Court-sanctioned scheme of arrangement made under Part 26 of the Companies Act.

This letter sets out the terms of the Proposal, and the background to, and reasons for, the Independent DMGT Directors’ recommendation of the Proposal. Details of the action you should take are set out on pages 3 to 6 of this document, and the recommendation of the Independent DMGT Directors is set out in paragraph 13 of this Part I.

2. SUMMARY OF THE TERMS OF THE PROPOSAL

The Proposal, which is subject to the Conditions and other terms set out in Part IV (Conditions and Certain Further Terms of the Scheme and the Proposal ) of this document, would result in the holding by RCL of the issued DMGT Ordinary Shares not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT) and the holding by Relevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio:

For every 100 DMGT Ordinary Shares held at the Scheme Record Time: 112.5 DMGT A Shares

Page 7 and so in proportion for any greater or lesser number of DMGT Ordinary Shares held. Entitlements to DMGT A Shares under the Proposal will be rounded down to the nearest whole DMGT A Share. Further information in respect of fractional entitlements is set out in full in paragraph 2 (Summary of the terms of the Proposal ) of Part II ( Explanatory Statement ) of this document. The Proposal relates to the 2,148,309 DMGT Ordinary Shares not already owned by RCL. Based on the Closing Price of a DMGT A Share of 820 pence on 13 August 2013 (being the last business day prior to the Announcement Date), the Proposal represents a value per Relevant DMGT Ordinary Share of 923 pence.

The Proposal is being made available only to DMGT Ordinary Shareholders and, with the consent of the Panel, will not be made available to DMGT A Shareholders. DMGT A Shareholders need not therefore take any action in relation to the Proposal.

All DMGT share schemes relate to the DMGT A Shares and will therefore not be affected by the Proposal. No proposals will be made in relation to such schemes.

The Proposal is conditional upon the Conditions being fulfilled by not later than the Long Stop Date. Your attention is drawn to Part IV (Conditions and Certain Further Terms of the Scheme and the Proposal ) of this document, which sets out the Conditions and certain further terms of the Scheme and the Proposal. To become effective, the Proposal requires the satisfaction (or, if capable of waiver, the waiver) of the Conditions, which include, among other things (a) the approval of a majority in number of those Relevant DMGT Ordinary Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of all Relevant DMGT Ordinary Shares voted by Relevant DMGT Ordinary Shareholders, and (b) the passing of the Resolutions necessary to implement the Scheme at the General Meeting. RCL is not entitled to vote at the Court Meeting but has provided its consent to the Proposals. The Scheme must also be sanctioned by the Court and the associated Capital Reductions must be confirmed by the Court at the Court Hearing.

The expected transaction timetable is set out on page 1 of this document. We currently expect that the Effective Date will occur in the fourth quarter of 2013.

The Proposal is being effected by means of a Court-sanctioned scheme of arrangement made under Part 26 of the Companies Act and will involve Capital Reductions under Part 17 of the Companies Act. If the Scheme becomes effective, it will be binding on all Relevant DMGT Ordinary Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and/or the General Meeting. Further details of the Scheme are set out in the Explanatory Statement in Part II of this document.

3. BACKGROUND TO AND REASONS FOR THE PROPOSAL AND THE INDEPENDENT DMGT DIRECTORS ’ RECOMMENDATION OF THE PROPOSAL

DMGT has two classes of share capital: the DMGT Ordinary Shares (representing approximately 5 per cent. of the total issued share capital of DMGT) and the DMGT A Shares (representing approximately 95 per cent. of the total issued share capital of DMGT). Both the DMGT Ordinary Shares and the DMGT A Shares are listed on the London Stock Exchange (the DMGT A Shares with a standard listing and the DMGT Ordinary Shares with a premium listing) and rank pari passu in all respects, save that only the DMGT Ordinary Shares carry the right to receive notice of or attend or vote at any general meeting.

As announced by DMGT on 1 July 2013, RCL entered into an agreement with EH Settlement pursuant to which EH Settlement agreed to transfer all of the 5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange for 6,564,409 DMGT A Shares owned by RCL at an exchange ratio of 112.5 DMGT A Shares for every 100 DMGT Ordinary

Page 8 Shares. That transaction was completed on 12 July 2013. Accordingly, RCL now owns 17,738,163 DMGT Ordinary Shares representing 89.2 per cent. of the issued DMGT Ordinary Shares.

Based on information held by DMGT and RCL on 3 September 2013 (being the last practicable date prior to the posting of this document), RCL and parties presumed by the Panel to be acting in concert with it are together interested in approximately 18,316,883 DMGT Ordinary Shares, representing approximately 92.1 per cent. of the DMGT Ordinary Shares in issue, and approximately 87,699,843 DMGT A Shares, representing approximately 23.5 per cent. of the DMGT A Shares in issue.

The DMGT A Shares are widely held and traded. However, the DMGT Ordinary Shares are tightly held and have a limited free float, with the RCL Concert Party (based on information held by DMGT and RCL on 3 September 2013 (being the last practicable date prior to the posting of this document)) holding approximately 92.1 per cent. of the DMGT Ordinary Shares. Consequently, the DMGT Ordinary Shares are very illiquid with the DMGT Ordinary Shares trading on only 10 days per year on average over the last 3 years. This lack of liquidity is likely to have contributed to the DMGT Ordinary Shares trading at the Announcement Date at a significant discount to the DMGT A Shares. On 13 August 2013 (being the last business day prior to the Announcement Date), the discount was 19 per cent.

The FCA consultation paper (CP 12/25) issued in October 2012 contained various proposed changes to the Listing Rules to address, among other things, a concern about companies with low levels of free float. Currently, at least 25 per cent. of any class of shares must be held in public hands although in the past the FCA has accepted a smaller free float provided that the FCA was satisfied that there would be a properly functioning secondary market in the shares of that company.

Following this consultation paper, the Independent DMGT Directors and the directors of RCL consider that there is a risk that the FCA will downgrade the listing status of the DMGT Ordinary Shares from premium to standard or cancel the listing of the DMGT Ordinary Shares altogether. Consequently, RCL is making the Proposal to provide Relevant DMGT Ordinary Shareholders with the opportunity to hold, instead of the Relevant DMGT Ordinary Shares, the significantly more liquid DMGT A Shares.

The Independent DMGT Directors’ unanimous recommendation to vote in favour of the Proposal at the Court Meeting and the Resolutions follows a thorough assessment of the terms of the Proposal, including taking advice from Lazard, who has taken into account the commercial assessments of the Independent DMGT Directors. In particular, the Independent DMGT Directors considered the following:

(a) RCL’s intentions in relation to the ongoing governance of DMGT (see paragraph 5 below);

(b) the liquidity of the DMGT Ordinary Shares and the DMGT A Shares; and

(c) the premium being offered to the Relevant DMGT Ordinary Shareholders. The Relevant DMGT Ordinary Shareholders have the ability to capture a 58 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 28 June 2013 (being the last business day prior to the commencement of the Offer Period); a 45 per cent. premium to the volume weighted average price of the DMGT Ordinary Shares over the last twelve months prior to the Announcement Date; and a 39 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 13 August 2013, the business day prior to the Announcement Date.

Page 9 4. IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

RCL has received irrevocable undertakings from those of the Independent DMGT Directors who hold or are beneficially entitled to DMGT Ordinary Shares to vote in favour of the Scheme and a letter of intent from Aviva Investors Global Services Limited acting as agent in its capacity as investment manager for and behalf of certain of its clients, in respect of an aggregate of 422,264 DMGT Ordinary Shares, representing in aggregate approximately 2.12 per cent. of the issued DMGT Ordinary Shares and 19.66 per cent. of the Relevant DMGT Ordinary Shares.

Further details of these irrevocable undertakings and letter of intent are set out in paragraph 6 of Part VI ( Additional Information ) of this document.

5. GOVERNANCE ARRANGEMENTS

If the Proposal becomes effective, an application will be made to (i) the London Stock Exchange for a cancellation of the admission of the DMGT Ordinary Shares to trading on the main market and (ii) the UK Listing Authority for a cancellation of the listing of the DMGT Ordinary Shares on the Official List, with effect as of or shortly following the Effective Date (see paragraph 12 of Part II ( Explanatory Statement ) of this document). This will result in DMGT no longer having a premium listing and therefore it will not be legally required to comply with those rules and regulations which apply only to companies with a premium listing.

RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has therefore controlled DMGT, for many years. RCL’s holding of 100 per cent. of the DMGT Ordinary Shares pursuant to the Proposal will not affect its intention that DMGT should continue to be managed in accordance with best corporate governance practice for the benefit of all shareholders, as has been the case throughout the period of RCL's control. In particular, RCL’s intention is that DMGT will: continue to observe the Listing Principles in their current form; continue to maintain a securities dealing code for certain of its employees in the form of the Model Code in its current form; continue to observe the UK Corporate Governance Code on a ‘comply or explain’ basis; and have an appropriate number of independent non-executive directors on its board. It is also intended by RCL that DMGT's independent directors at the time will take decisions on behalf of DMGT in relation to any proposed transaction between DMGT and RCL or between DMGT and an associate of RCL where any such proposed transaction would have been a related party transaction under Chapter 11 of the Listing Rules in its current form. RCL has indicated to DMGT that its intentions for DMGT's governance are long term in nature and that it would discuss with the board of directors of DMGT any material change in its intentions.

6. DMGT’ S BUSINESS , EMPLOYEES AND PENSION SCHEMES

RCL’s control of DMGT is not materially changed by the Proposal and it has no current intention to alter the way in which DMGT runs its portfolio of businesses.

If the Proposal becomes effective, RCL intends that there will be no change to the terms and conditions of employment of the employees and management of the DMGT Group, to their continued employment, to the locations of the DMGT Group’s places of business or to employer contributions into the DMGT Group’s pension schemes (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members and the admission of new members.

Page 10 If the Proposal becomes effective, RCL also intends that there will be no redeployment of the fixed assets of DMGT and that any existing trading facilities for the DMGT A Shares will be maintained.

The Independent DMGT Directors welcome RCL’s statements in relation to its intentions with respect to the business, employees, locations of the DMGT Group’s places of business, pension funds and fixed assets of DMGT and its intentions with respect to the governance of DMGT.

7. CURRENT TRADING AND PROSPECTS

DMGT's preliminary results, released on 22 November 2012, showed that, in the year to 30 September 2012, DMGT had revenue of £1,960 million, Adjusted Operating Profit of £300 million and adjusted earnings per share of 49.4 pence.

DMGT's half year results, released on 23 May 2013, showed that, in the six months to 31 March 2013, DMGT had revenue of £915 million, Adjusted Operating Profit of £146 million and adjusted earnings per share of 25.8 pence. During this six months DMGT disposed of its regional newspaper business, Northcliffe Media, as well as its central and eastern European publishing businesses. It also acquired B2B businesses including First Search and Insider Publishing.

On 25 July 2013, DMGT released its Interim Management Statement in respect of the period from 1 April 2013 to 30 June 2013. The following are summarised details of the announcement:

(a) DMGT revenue of £448 million, underlying growth of 3 per cent. for the quarter. Underlying revenue growth of 2 per cent. for the nine months to 30 June 2013.

(b) The B2B businesses delivered underlying revenue growth of 5 per cent. for the quarter and underlying revenue growth of 6 per cent. for the nine months to 30 June 2013.

(c) RMS revenue of £44 million, underlying growth of 6 per cent. for the quarter. Underlying revenue growth of 5 per cent. for the nine months to 30 June 2013.

(d) dmg information revenue of £77 million, underlying growth of 13 per cent. for the quarter. Underlying revenue growth of 12 per cent. for the nine months to 30 June 2013.

(e) dmg events revenue of £17 million, underlying growth of 6 per cent. for the quarter. Underlying revenue growth of 11 per cent. for the nine months to 30 June 2013.

(f) Euromoney Institutional Investor revenue of £113 million, underlying revenue in line with the same quarter of the previous financial year. Underlying revenue increase of 1 per cent. for the nine months to 30 June 2013.

(g) The dmg media business delivered revenue of £196 million, underlying revenue in line with the same quarter of the previous financial year. Underlying revenue decline of 1 per cent. for the nine months to 30 June 2013. dmg media's underlying advertising revenue grew by 2 per cent. compared to the previous financial year, both for the quarter and for the nine months to June 2013, whilst circulation revenue declined, on an underlying basis, by 3 per cent. for the quarter and 5 per cent. for the

Page 11 nine months to 30 June 2013. For the three weeks since 30 June 2013, dmg media's underlying advertising revenues were down 3 per cent. on the previous year.

(h) Group net debt as at 30 June 2013 was £754 million.

(i) Outlook for the year unchanged.

Total revenues in the period from 31 March 2013 to 31 July 2013 are lower than the same period in 2012 largely due to the disposal of Northcliffe Media, albeit partly offset by underlying growth explained in (a) to (g) above. The Northcliffe Media disposal along with that of Evanta and the Group’s central and eastern European businesses, plus the absence of the bi-annual Global Petroleum Show, reduced Adjusted Profit Before Tax in the period from 31 March 2013 to 31 July 2013 as compared to the same period in 2012. These factors are reflected in the outlook for the year referred to above.

The Independent DMGT Directors believe that, since 25 July 2013, DMGT has continued to trade in line with the DMGT Directors' expectations.

8. DIVIDEND POLICY

If the Proposal becomes effective, RCL intends that there will be no change to the current dividend policy of DMGT or to the rights of DMGT Shareholders to receive dividends.

9. TAXATION

Your attention is drawn to Part V (Taxation ) of this document. If you are in any doubt as to your tax position, or if you are or may be subject to taxation in any jurisdiction other than the UK, you are strongly advised to consult an appropriate independent professional adviser.

10. OVERSEAS SHAREHOLDERS

Overseas shareholders should refer to paragraph 14 of Part II ( Explanatory Statement ) of this document.

11. ACTION TO BE TAKEN

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of the Relevant DMGT Ordinary Shareholders. Whether or not you plan to attend the Shareholder Meetings in person, you are strongly encouraged to sign and return your Forms of Proxy, or to appoint a proxy electronically.

Further details of the Shareholder Meetings are set out in paragraph 10 of Part II ( Explanatory Statement ) of this document.

Your attention is drawn to pages 3 to 6 of this document ( Actions to be Taken ) which explains in detail the action you should take in relation to the Proposal and the Scheme.

12. FURTHER INFORMATION

Your attention is drawn to the further information contained in Part II ( Explanatory Statement ), Part III ( The Scheme of Arrangement ), Part IV ( Conditions and Certain Further Terms of the Scheme and the Proposal ), Part V ( Taxation ) and Part VI ( Additional Information ) of this document and to the expected timetable of principal events set out on

Page 12 page 1 of this document. Please note that the timings set out in this document are indicative only and subject to change. You should also refer to the information incorporated by reference in this document which is referred to in Part VII ( Financial and Ratings Information ).

You are advised to read the whole of this document and not just rely on the summary information contained in this letter.

13. RECOMMENDATION

The Independent DMGT Directors, who have been so advised by Lazard, consider the terms of the Proposal to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the Independent DMGT Directors. Accordingly, the Independent DMGT Directors unanimously recommend eligible DMGT Ordinary Shareholders to vote in favour of the Proposal at the Court Meeting and the Resolutions, as the Independent DMGT Directors who hold or are beneficially entitled to DMGT Ordinary Shares have irrevocably undertaken to do in respect of their own DMGT Ordinary Shares (representing as at the last practicable date prior to the posting of this document, in aggregate, approximately 0.04 per cent. of the issued DMGT Ordinary Shares and 0.34 per cent. of the Relevant DMGT Ordinary Shares).

Yours faithfully

David Verey CBE Chairman, Independent Committee Daily Mail and General Trust plc

Page 13 PART II

EXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act 2006)

Lazard & Co., Limited 50 Stratton Street London W1J 8LL

7 September 2013

To all DMGT Ordinary Shareholders and, for information only, to all DMGT A Shareholders, persons with information rights and the holders of options over DMGT A Shares

Dear DMGT Ordinary Shareholder

Recommended Scheme of DMGT

1. INTRODUCTION

On 14 August 2013, the Independent DMGT Directors and the RCL Directors jointly announced that they had agreed the terms of a recommended proposal for the reorganisation of the share capital of DMGT resulting in the holding by RCL of the DMGT Ordinary Shares not already owned by RCL. It is proposed that the Proposal will be effected by way of a Court-sanctioned scheme of arrangement of DMGT under Part 26 of the Companies Act.

The Independent DMGT Directors have been advised by Lazard in connection with the Proposal and the Scheme. We have been authorised by the Independent DMGT Directors to write to you to explain the terms of the Proposal and Scheme and to provide you with other relevant information.

Your attention is drawn to the letter from the Chairman of the Independent Committee set out in Part I (Letter from the Chairman of the Independent Committee ) of this document which, together with the rest of this document, forms part of this explanatory statement. That letter explains, amongst other things, the background to and reasons for the Proposal and the recommendation by the Independent DMGT Directors, being all of the DMGT Directors other than those connected with RCL, to eligible DMGT Ordinary Shareholders to vote in favour of each of the resolutions set out in the notice of the Court Meeting and the Resolutions.

Your attention is also drawn to the further information contained in Part III ( The Scheme of Arrangement ), Part IV ( Conditions and Certain Further Terms of the Scheme and the Proposal ), Part V ( Taxation ) and Part VI ( Additional Information ) of this document and to the expected timetable of principal events set out on page 1 of this document. Please note that the timings set out in this document are indicative only and subject to change. You should also refer to the information incorporated by reference referred to in Part VII ( Financial and Ratings Information ) of this document.

Page 14 2. SUMMARY OF THE TERMS OF THE PROPOSAL

The Proposal, which is subject to the Conditions and other terms set out in Part IV (Conditions and Certain Further Terms of the Scheme and the Proposal ) of this document, would result in the holding by RCL of the issued DMGT Ordinary Shares not already owned by RCL (and therefore the entire issued ordinary voting share capital of DMGT) and the holding by Relevant DMGT Ordinary Shareholders of DMGT A Shares in the following ratio:

For every 100 DMGT Ordinary Shares held at the Scheme Record Time: 112.5 DMGT A Shares and so in proportion for any greater or lesser number of DMGT Ordinary Shares held. Entitlements to DMGT A Shares under the Proposal will be rounded down to the nearest whole DMGT A Share. DMGT A Shares (and/or any Interim Shares from which they derive) representing fractional entitlements will not be allotted, issued or transferred to Relevant DMGT Ordinary Shareholders pursuant to the Scheme, and, where necessary, entitlements to DMGT A Shares (and/or any Interim Shares from which they derive) will be rounded down to the nearest whole number. Such fractional entitlements will be aggregated and, if possible, sold in the market. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company, save that Relevant DMGT Ordinary Shareholders will receive any proceeds in respect of a fractional entitlement in the event that such proceeds have a value of £5.00 or more. Holdings of Relevant DMGT Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Proposal.

The Proposal relates to the 2,148,309 DMGT Ordinary Shares not already owned by RCL. Based on the Closing Price of a DMGT A Share of 820 pence on 13 August 2013 (being the last business day prior to the Announcement Date), the Proposal represents a value per Relevant DMGT Ordinary Share of 923 pence.

The Proposal is being made available only to Relevant DMGT Ordinary Shareholders and, with the consent of the Panel, will not be made available to DMGT A Shareholders.

The Proposal is conditional upon the Conditions being fulfilled by not later than the Long Stop Date. Further details on the Conditions are set out in Part IV (Conditions and Certain Further Terms of the Scheme and the Proposal ) of this document. The expected transaction timetable is set out on page 1 of this document. The current expectation is that the Effective Date will occur in the fourth quarter of 2013.

The Proposal is being effected by means of a Court-sanctioned scheme of arrangement made under Part 26 of the Companies Act and will involve Capital Reductions under Part 17 of the Companies Act. If the Scheme becomes effective, it will be binding on all Relevant DMGT Ordinary Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and/or the General Meeting. Further details of the Scheme and the steps comprised therein are set out in paragraph 10 of this Part II and in Part III (The Scheme of Arrangement ) of this document.

The Relevant DMGT Ordinary Shareholders have the ability to capture a 58 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 28 June 2013 (being the last business day prior to the commencement of the Offer Period); a 45 per cent. premium to the volume weighted average price of the DMGT Ordinary Shares over the twelve months prior to the Announcement Date; and a 39 per cent. premium based on the Closing Price of the DMGT Ordinary Shares on 13 August 2013, the business day prior to the Announcement Date.

Page 15 To become effective, the Scheme requires, among other things, (a) the approval of a majority in number of those Relevant DMGT Ordinary Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of all Relevant DMGT Ordinary Shares voted by Relevant DMGT Ordinary Shareholders, and (b) the passing of the resolutions necessary to implement the Scheme at the General Meeting. RCL is not entitled to vote at the Court Meeting but has provided its consent to the Proposal. The Scheme must also be sanctioned by the Court and the associated Capital Reductions must be confirmed by the Court at the Court Hearing. The Proposal will not become effective until the Court Order(s) has been delivered to the Registrar of Companies and, if the Court so orders for the Capital Reductions to take effect, until the Court Order(s) and the related Statements of Capital have been registered by the Registrar of Companies.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of the Relevant DMGT Ordinary Shareholders. Whether or not you plan to attend the Shareholder Meetings in person, you are strongly encouraged to sign and return your Forms of Proxy, or to appoint a proxy electronically. Please refer to pages 3 to 6 (Action to be Taken ) of this document for details of the steps that you will need (and are encouraged) to take in connection with this document and the Proposal.

Further details of the Shareholder Meetings are set out in paragraph 10 of this Part II of this document.

3. IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

RCL has received irrevocable undertakings from those of the Independent DMGT Directors who hold or are beneficially entitled to Relevant DMGT Ordinary Shares to vote in favour of the Scheme and a letter of intent from Aviva Investors Global Services Limited acting as agent in its capacity as investment manager for and behalf of certain of its clients, in respect of an aggregate of 422,264 DMGT Ordinary Shares, representing in aggregate approximately 2.12 per cent. of the issued DMGT Ordinary Shares and 19.66 per cent. of the Relevant DMGT Ordinary Shares.

Further details of these irrevocable undertakings and the letter of intent are set out in paragraph 6 of Part VI ( Additional Information ) of this document.

4. INFORMATION ON RCL

Business

RCL is a holding company incorporated in Bermuda. The main asset of the company is an 89.2 per cent. holding of DMGT Ordinary Shares. RCL is owned by a trust which is held for the benefit of Viscount Rothermere and his immediate family. Both RCL and such trust are administered in Jersey, in the Channel Islands.

The Proposal will not result in any significant change in RCL’s position as controlling shareholder, nor will it have any significant impact on the income, assets and liabilities of RCL and the other entities which together hold Viscount Rothermere and his immediate family’s interests in DMGT.

Directors

The names and positions of the RCL Directors are set out in paragraph 2.4 of Part VI (Additional Information ) of this document.

Page 16 Financial Information

RCL does not publish audited consolidated accounts.

5. INFORMATION ON DMGT

Business

DMGT is an international group with a portfolio of digital, information, media and events businesses. DMGT is listed on the London Stock Exchange and as at 13 August 2013, being the last business day prior to the Announcement Date, had a market capitalisation of £3.2 billion. For the year ended 30 September 2012, DMGT had revenue of £1,960 million and Adjusted Operating Profit of £300 million. As at 30 September 2012, DMGT had total assets of £2,171 million and net assets of £256 million. DMGT is a global business with operations spanning Europe, North and South America, the Middle East, Asia and Australia and currently employs approximately 9,000 people. DMGT’s registered office is in London at Northcliffe House.

DMGT’s profits are split approximately 75 per cent. within B2B and 25 per cent. within B2C.

DMGT reports in 5 business activities:

• RMS

• dmg information

• dmg events

• Euromoney

• dmg media

RMS is a producer of risk analysis models, services, expertise and data solutions for the quantification and management of catastrophe risk for the global property and casualty re- insurance industry. RMS operates under the RMS brand and for the year ended 30 September 2012 had revenue of £163 million and Adjusted Operating Profit of £56 million. dmg information is a global provider of B2B information for the property, education, energy and finance sectors. dmg information operates under the Landmark, EDR, Hobsons and Lewtan brands amongst others, and for the year ended 30 September 2012 had revenue of £253 million and Adjusted Operating Profit of £48 million. dmg events is a global supplier of B2B exhibitions and associated conferences focusing on the energy, construction, interiors and digital marketing sectors. dmg events operates under the adtech, Gastech and The Big 5 International Building and Construction Show brands amongst others and for the year ended 30 September 2012 had revenue of £89 million and Adjusted Operating Profit of £21 million. dmg media (formerly known as A&N Media, including Northcliffe Media) is an international publisher with a print and digital portfolio. Assets include two of the UK’s most read paid-for newspapers, one of the world’s most visited newspaper websites, one of the world’s most popular digital recruitment businesses and a majority stake in one of the UK’s most popular digital property businesses. dmg media’s brands include The Daily Mail, MailOnline, Metro, Zoopla and jobsite, and for the year ended 30 September 2012 it had revenue of £1,060

Page 17 million and Adjusted Operating Profit of £104 million. DMGT Group sold the Northcliffe Media regional newspaper business, with effect from 30 December 2012, to Local World for cash proceeds of £52.5 million. DMGT Group also took a 38.7 per cent. stake in Local World.

Euromoney is a B2B media group focused primarily on the international finance, metals and commodities sectors and is a provider of electronic research and data, a trade publisher of both online and print, as well as running conferences, seminars and training courses. Euromoney operates under the Euromoney, Euroweek, Institutional Investor and BCA Research brands amongst others, and for the year ended 30 September 2012 had revenue of £394 million and Adjusted Operating Profit of £112 million. Euromoney is separately listed and as at 13 August 2013, being the last business day prior to the Announcement Date, had a market capitalisation of £1.4 billion. As at 13 August 2013, being the last business day prior to the Announcement Date, DMGT owned approximately 68.1 per cent. of Euromoney.

Directors

The names and positions of the Independent DMGT Directors are set out in paragraph 2.1 of Part VI ( Additional Information ) of this document.

Financial Information

Financial information on DMGT is incorporated by reference into this document in Part VII (Financial and Ratings Information ) of this document.

6. DMGT’S BUSINESS , EMPLOYEES AND PENSION SCHEMES

RCL’s control of DMGT is not materially changed by the Proposal and it has no current intention to alter the way in which DMGT runs its portfolio of businesses. If the Proposal becomes effective, RCL intends that there will be no change to the terms and conditions of employment of the employees and management of the DMGT Group, to their continued employment, or to the locations of the DMGT Group’s places of business or to employer contributions into the DMGT Group’s pension schemes (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members and the admission of new members.

If the Proposal becomes effective, RCL also intends that there will be no redeployment of the fixed assets of DMGT and that any existing trading facilities for the DMGT A Shares will be maintained.

7. DMGT SHARE SCHEMES

All DMGT share schemes relate to the DMGT A Shares and will therefore not be affected by the Proposal. No proposals will be made in relation to such share schemes.

8. DMGT DIRECTORS AND THE EFFECT OF THE SCHEME ON THEIR INTERESTS

The Relevant DMGT Ordinary Shares held by the DMGT Directors will be subject to the Scheme. Information on the DMGT Ordinary Shares held by the DMGT Directors as at 3 September 2013 (being the last practicable date prior to the posting of this document) is provided in paragraph 5 of Part VI ( Additional Information ) of this document.

Those Independent DMGT Directors who hold or are beneficially entitled to Relevant DMGT Ordinary Shares have irrevocably undertaken to vote in favour of the Scheme as described in paragraph 4 of Part I (Letter from the Chairman of the Independent Committee ) of this

Page 18 document. These persons are the only DMGT Directors who hold or are beneficially entitled to Relevant DMGT Ordinary Shares.

Particulars of the service contracts and letters of appointment of the DMGT Directors are set out in paragraph 7 of Part VI ( Additional Information ) of this document.

Save as set out above, the effect of the Scheme on the interests of the DMGT Directors does not differ from its effect on the like interest of any other Relevant DMGT Ordinary Shareholder.

9. GOVERNANCE ARRANGEMENTS

If the Proposal becomes effective, an application will be made to (i) the London Stock Exchange for a cancellation of the admission of the DMGT Ordinary Shares to trading on the main market and (ii) the UK Listing Authority for a cancellation of the listing of the DMGT Ordinary Shares on the Official List, with effect as of or shortly following the Effective Date (see paragraph 12 of Part II ( Explanatory Statement ) of this document). This will result in DMGT no longer having a premium listing and therefore it will not be legally required comply with those rules and regulations which apply only to companies with a premium listing.

RCL has held more than 50 per cent. of the DMGT Ordinary Shares, and has therefore controlled DMGT, for many years. RCL’s holding of 100 per cent. of the DMGT Ordinary Shares pursuant to the Proposal will not affect its intention that DMGT should continue to be managed in accordance with best corporate governance practice for the benefit of all shareholders, as has been the case throughout the period of RCL's control. In particular, RCL’s intention is that DMGT will: continue to observe the Listing Principles in their current form; continue to maintain a securities dealing code for certain of its employees in the form of the Model Code in its current form; continue to observe the UK Corporate Governance Code on a ‘comply or explain’ basis; and have an appropriate number of independent non-executive directors on its board. It is also intended by RCL that DMGT's independent directors at the time will take decisions on behalf of DMGT in relation to any proposed transaction between DMGT and RCL or between DMGT and an associate of RCL where any such proposed transaction would have been a related party transaction under Chapter 11 of the Listing Rules in its current form. RCL has indicated to DMGT that its intentions for DMGT's governance are long term in nature and that it would discuss with the board of directors of DMGT any material change in its intentions.

10. DESCRIPTION OF THE SCHEME AND THE SHAREHOLDER MEETINGS

(a) The Scheme

The Proposal will be implemented by way of a Court-sanctioned scheme of arrangement between DMGT, RCL and the Relevant DMGT Ordinary Shareholders, under Part 26 of the Companies Act. The provisions of the Scheme are set out in full in Part III (The Scheme of Arrangement ) of this document.

The purpose of the Scheme is to provide for RCL to become the holder of all issued and to be issued DMGT Ordinary Shares not already owned by RCL. This is to be achieved through a reorganisation of the share capital of DMGT comprising the following steps (steps (2) to (5) of which are more fully detailed in Part III (The Scheme of Arrangement ) of this document) in the order set out below:

Page 19 (1) RCL has conditionally agreed to subscribe for 268,538 Deferred Shares with an aggregate nominal value of £33,567.25 (such shares having the rights and privileges and being subject to the restrictions set out in the DMGT Articles as proposed to be amended by Resolution 2). Further details of this subscription arrangement are set out in paragraph 5.2(a) of Part VI ( Additional Information ) of this document. The Deferred Shares have no voting rights and very limited distribution rights in the event of liquidation of the Company. They will be cancelled as part of step (3) below and will therefore not remain as part of the Company’s share capital after the Effective Date. In the event that the Deferred Shares are issued and the Court then declines to sanction the Scheme, it is the Company’s intention to reacquire the Deferred Shares using the mechanics provided in the new Article 12A to be adopted under Resolution 2.

(2) The Relevant DMGT Ordinary Shares (being the 2,148,309 DMGT Ordinary Shares not already held by RCL) will be reclassified as Interim Shares (such shares having the rights and privileges and being subject to the restrictions set out in the DMGT Articles as proposed to be amended by Resolution 3.3).

(3) (i) The Relevant DMGT A Shares (being 2,416,847 DMGT A Shares held 1 by RCL as at the Scheme Record Time will be reclassified as DMGT Ordinary Shares and the rights of the Interim Shares will be changed to make them non-voting shares.

(ii) The Deferred Shares will then be cancelled and the reserve thereby arising will be used to pay up 268,538 new Interim Shares having a nominal value of 12.5 pence each (and an aggregate nominal value of £33,567.25). Such New Interim Shares will be issued to all the existing holders of Interim Shares (being the Relevant DMGT Ordinary Shareholders) in proportion to their holdings of such shares, fractions of a share not being allotted, issued or transferred to Relevant DMGT Ordinary Shareholders pursuant to the Scheme and entitlements being rounded down to the nearest whole number. Such fractional entitlements will be aggregated and, if possible, once they are reclassified as a DMGT A Share pursuant to step (4) below, sold in the market. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company, save that Relevant DMGT Ordinary Shareholders will receive any proceeds in respect of a fractional entitlement in the event that such proceeds have a value of £5.00 or more. Holdings of Relevant DMGT Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Proposal.

(4) The rights attaching to the Interim Shares will be amended so that they are the same as those attaching to the existing DMGT A Shares and each Interim Share will, accordingly, be reclassified as a DMGT A Share.

(5) Such number of the DMGT Ordinary Shares held by RCL as is equal to 268,538 DMGT Ordinary Shares less such number of DMGT Ordinary Shares as have an aggregate market value at the latest practicable date prior to implementation of the Scheme of £33,567.25 (rounded to the nearest whole number of shares) will be

1 RCL has an unconditional option to acquire 2,500,000 DMGT A Shares from a trust owned for the benefit of Viscount Rothermere and his family which will, conditional upon the Scheme being approved by the Relevant DMGT Ordinary Shareholders and the Resolutions being passed at the General Meeting, be exercised before 6 p.m. on the day prior to the Court Hearing.

Page 20 cancelled (for no consideration). The Company has no current intentions in relation to the distributable reserves to be created by such cancellation.

The allotment of Deferred Shares pursuant to Step 1 above will be implemented shortly prior to the Court Hearing. Steps 2 to 5 inclusive form part of the Scheme and will be implemented on the Effective Date.

The end result of the above steps is that RCL will hold all of the issued DMGT Ordinary Shares and Relevant DMGT Ordinary Shareholders will no longer hold DMGT Ordinary Shares and will instead hold DMGT A Shares in the ratio set out in paragraph 2 of this Part II. The total number of issued DMGT A Shares will not change as a result of the above steps. Such applications as are required will be made to the UK Listing Authority and the London Stock Exchange for the listing of all of the New A Shares. Dealings in the New A Shares are expected to commence shortly after the Effective Date.

If for any reason the Scheme does not become effective, the Share Reorganisation will not take effect and Relevant DMGT Ordinary Shareholders will retain their original holdings of DMGT Ordinary Shares. Please refer to paragraph 11 of this Part II ( Explanatory Statement ) and Part IV ( Conditions and Certain Further Terms of the Scheme and the Proposal ) of this document for details of the Conditions to the Scheme.

Upon the Scheme and the Capital Reductions becoming effective (a) the Scheme will be binding on all Relevant DMGT Ordinary Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour), and (b) share certificates in respect of Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares will cease to be valid and entitlements to Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares held within the CREST system will be cancelled.

The New A Shares to be held by Relevant DMGT Ordinary Shareholders as a result of the Scheme will rank pari passu in all respects with existing DMGT A Shares, including the right to receive all dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date.

(b) The Shareholder Meetings

Before the Court’s approval can be sought to sanction the Scheme, the Scheme will require the approval of the requisite majority of Relevant DMGT Ordinary Shareholders at the Court Meeting and the passing of the Resolutions by DMGT Ordinary Shareholders at the General Meeting.

Notices of the Court Meeting and the General Meeting are set out in Part X ( Notice of Court Meeting ) and Part XI ( Notice of General Meeting ) of this document, respectively.

All Relevant DMGT Ordinary Shareholders (in respect of the Court Meeting) and all DMGT Ordinary Shareholders (in respect of the General Meeting) whose names appear on the register of members of DMGT at the Scheme Voting Record Time, or, if either Shareholder Meeting is adjourned, on the register of members at 6.00 p.m. on the date two business days before the date set for the adjourned Shareholder Meetings, shall be entitled to attend and vote at the relevant meeting in respect of the number of DMGT Ordinary Shares registered in their name at the relevant time.

The Court Meeting and General Meeting will be held at The Roof Gardens, 99 Kensington High Street (entrance on Derry Street), London W8 5SA.

Page 21 The Court Meeting

The resolution to be proposed at the Court Meeting is subject to the passing of the Resolutions, as described below.

The Court Meeting, which has been convened for 10.00 a.m. on 3 October 2013, is being held at the direction of the Court to seek the approval of Relevant DMGT Ordinary Shareholders for the Scheme. At the Court Meeting, voting will be by way of poll and each Relevant DMGT Ordinary Shareholder present, either in person or by proxy, will be entitled to one vote for each Relevant DMGT Ordinary Share held. In order for the resolution to be passed, it must be approved by a majority in number of those Relevant DMGT Ordinary Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of all Relevant DMGT Ordinary Shares voted by Relevant DMGT Ordinary Shareholders. As RCL is not a Relevant DMGT Ordinary Shareholder, RCL is not entitled to vote at the Court Meeting (or any adjournment thereof).

The passing of the resolution to approve the Scheme at the Court Meeting is conditional upon the passing of the Resolutions.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Relevant DMGT Ordinary Shareholder opinion. Please refer to pages 3 to 6 (Action to be Taken ) of this document for details of the steps that you will need (and are encouraged) to take in connection with this document and the Proposal.

The General Meeting

The General Meeting has been convened for 10.15 a.m. on 3 October 2013, or as soon thereafter as the Court Meeting has concluded or been adjourned, to consider and, if thought fit:

(i) pass an ordinary resolution (which requires votes in favour representing a majority of the votes cast) to approve the giving of authority to the directors of DMGT pursuant to section 551 of the Companies Act to allot securities (in order to facilitate the allotment of the Deferred Shares to RCL as described in paragraph 10(a) of this Part II above);

(ii) pass a special resolution (which requires votes in favour representing at least 75 per cent. of the votes cast) to approve certain amendments to the DMGT Articles to reflect the rights, privileges and restrictions attaching to the Deferred Shares;

(iii) pass a special resolution (which requires votes in favour representing at least 75 per cent. of the votes cast) to approve:

(A) the authorisation of the DMGT Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;

(B) the reclassification of the Relevant DMGT Ordinary Shares as Interim Shares;

(C) certain amendments to the DMGT Articles to reflect the rights, privileges and restrictions attaching to the Interim Shares;

Page 22 (D) the reclassification of the Relevant DMGT A Shares as DMGT Ordinary Shares;

(E) the amendment of the DMGT Articles to remove the voting right attaching to the Interim Shares;

(F) the cancellation of the Deferred Shares in accordance with the Scheme, representing a reduction of DMGT’s share capital by an amount equal to the aggregate nominal value of such shares;

(G) the subsequent issue of New Interim Shares to Relevant DMGT Ordinary Shareholders (as the holders of Interim Shares) in accordance with the Scheme;

(H) the giving of authority to the directors of DMGT pursuant to section 551 of the Companies Act to allot securities (in order to facilitate the allotment of the New Interim Shares);

(I) the amendment of the DMGT Articles to remove the references to the Deferred Shares (due to their cancellation);

(J) the reclassification of the Interim Shares as DMGT A Shares;

(K) certain amendments to the DMGT Articles to remove the references to the Interim Shares (due to their reclassification); and

(L) the cancellation of the Relevant RCL DMGT Ordinary Shares in accordance with the Scheme, representing a reduction of DMGT’s share capital by an amount equal to the aggregate nominal value of such shares.

The passing of Resolution 2 is conditional upon the passing of Resolution 1 and the passing of Resolution 3 is conditional upon the passing of Resolutions 1 and 2.

Entitlement to vote at the Shareholder Meetings

Each Relevant DMGT Ordinary Shareholder who is entered in DMGT’s register of members at the Scheme Voting Record Time (expected to be 6.00 p.m. on 1 October 2013) will be entitled to attend and vote on all resolutions to be put to the Court Meeting and each DMGT Ordinary Shareholder who is entered in DMGT’s register of members at the Scheme Voting Record Time will be entitled to attend and vote on the Resolutions to be put to the General Meeting. If either Shareholder Meeting is adjourned, only those Relevant DMGT Ordinary Shareholders or DMGT Ordinary Shareholders (as the case may be) on the register of members at 6.00 p.m. on the day which is two business days before the adjourned meeting will be entitled to attend and vote.

Each eligible DMGT Ordinary Shareholder is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a DMGT Shareholder. A BLUE Form of Proxy for the Court Meeting and a WHITE Form of Proxy for the General Meeting, are enclosed. To be valid those Forms of Proxy must be duly completed and signed and must be received by DMGT’s Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 10.00 a.m. (for the Court Meeting) and 10.15 a.m. (for the General Meeting), both times on 1 October 2013, or, in the case of any adjournment, by no later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting. However, in the case of the

Page 23 Court Meeting, the BLUE Form of Proxy can also be handed to representatives of DMGT’s Registrars or the Chairman of that meeting before the start of that meeting.

If you propose to attend the Shareholder Meetings, please detach and bring with you the attendance card to assist your admission.

Eligible DMGT Ordinary Shareholders who return completed Forms of Proxy may still attend the Shareholder Meetings instead of their proxies and vote in person if they wish. In the event of a poll on which a DMGT Ordinary Shareholder votes in person, his/her proxy votes lodged with the DMGT’s Registrars will be excluded.

Eligible DMGT Ordinary Shareholders are entitled to appoint a proxy in respect of some or all of their DMGT Ordinary Shares. DMGT Ordinary Shareholders are also entitled to appoint more than one proxy. A space has been included in the Forms of Proxy to allow DMGT Ordinary Shareholders to specify the number of DMGT Ordinary Shares in respect of which that proxy is appointed. DMGT Ordinary Shareholders who return a Form of Proxy duly executed but leave this space blank will be deemed to have appointed a proxy in respect of all of their DMGT Ordinary Shares.

DMGT Ordinary Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact DMGT’s Registrars for further Forms of Proxy or photocopy the Forms of Proxy as required. Such DMGT Ordinary Shareholders should also read the section entitled “Multiple Proxy Voting Instructions” on page 4 ( Action to be Taken ) of this document.

If you hold your DMGT Ordinary Shares in uncertificated form (i.e. in CREST) you may vote using the CREST voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the notice of the General Meeting set out in Part XI of this document). Proxies submitted via CREST (under CREST participant ID RA19) must be received by DMGT’s Registrars by no later than 10.00 a.m. on 1 October 2013 in the case of the Court Meeting and by no later than 10.15 a.m. on 1 October 2013 in the case of the General Meeting, or, in the case of any adjournment, by no later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting.

DMGT Ordinary Shareholders entitled to attend and vote at the Shareholder Meetings may appoint a proxy electronically by logging on to the website of DMGT’s Registrars at www.sharevote.co.uk and entering the voting ID, task ID and shareholder reference number shown on their Forms of Proxy. Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Further information is also included in the instructions contained on the Forms of Proxy.

The completion and return of a Form of Proxy or the appointment of a proxy or proxies electronically or through CREST shall not prevent a DMGT Ordinary Shareholder from attending and voting in person at either Shareholder Meeting or any adjournment thereof, if a DMGT Ordinary Shareholder so wishes and is so certified.

Further information on the actions to be taken is set out on pages 3 to 6 (Action to be Taken ) of this document.

Court Hearing

Following the Shareholder Meetings and the satisfaction of the other Conditions, the Scheme also requires the sanction of the Court in accordance with the Companies Act.

Page 24 The Court Hearing to sanction the Scheme is expected to take place on 28 October 2013. The Court Hearing will be held at The High Court of Justice, Chancery Division, Companies Court, The Rolls Building, 7 Rolls Building, Fetter Lane, London, EC4A 1NL. All Relevant DMGT Ordinary Shareholders are entitled to attend the Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.

The Scheme and the Capital Reductions will become effective as soon as copies of the Court Order(s) and the Statements of Capital have been delivered by DMGT to the Registrar of Companies for registration and, in the case of the Capital Reductions, if the Court so orders for the Capital Reductions to be effective, when the copies of the Court Order(s) and the Statements of Capital have been registered. This is expected to occur on 29 October 2013.

If the Scheme and the Capital Reductions become effective, the Scheme will be binding on all Relevant DMGT Ordinary Shareholders, irrespective of whether or not Relevant DMGT Ordinary Shareholders voted in favour of the Scheme at the Court Meeting or in favour of the Resolutions at the General Meeting. If the Scheme and Capital Reductions do not become effective by the Long Stop Date, the Scheme will not be implemented and the Proposal will not proceed.

Modifications to the Scheme

The Scheme contains a provision for DMGT and RCL to consent on behalf of all persons concerned to any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification of, or additions to, or impose a condition to, the Scheme which might be material to the interests of the Relevant DMGT Ordinary Shareholders unless Relevant DMGT Ordinary Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Relevant DMGT Ordinary Shareholders should be held in these circumstances.

11. CONDITIONS TO THE PROPOSAL

The Conditions to the Proposal are set out in full in Part IV ( Conditions and Certain Further Terms of the Scheme and the Proposal ) of this document. In summary, the Proposal is conditional upon the following conditions being fulfilled by the Long Stop Date:

(a) a resolution to approve the Scheme being passed by a majority in number representing not less than 75 per cent. in value of the Relevant DMGT Ordinary Shareholders who are on the register of members of DMGT at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting (or any adjournment thereof) and at any separate class meeting which may be required (or any adjournment thereof). For the avoidance of doubt, RCL is not a Relevant DMGT Ordinary Shareholder and therefore RCL is not entitled to vote at the Court Meeting (or any adjournment thereof);

(b) all resolutions in connection with or required to approve and implement the Scheme and approve the related Capital Reductions being duly passed by the requisite majority of DMGT Ordinary Shareholders at the General Meeting (or any adjournment thereof);

(c) the Scheme being sanctioned (with or without modification, on terms agreed by RCL and DMGT) and the related Capital Reductions being confirmed by the Court (with or without modification, on terms agreed by RCL and DMGT) and (a) the delivery of copies of the Court Order(s) and the requisite statements of capital attached thereto to

Page 25 the Registrar of Companies and (b) if so ordered in order to take effect, the registration of the Court Order(s) effecting the Capital Reductions and such statements of capital by the Registrar of Companies; and

(d) to the extent applicable (i) the UK Listing Authority having acknowledged to DMGT or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of any new DMGT A Shares arising pursuant to the Scheme to the Official List with a standard listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (“listing conditions”)) will become effective as soon as a dealing notice has been issued by the FCA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to DMGT or its agent (and such acknowledgement not having been withdrawn) that such new shares will be admitted to trading.

The Conditions relating to the approval of the Scheme by the Relevant DMGT Ordinary Shareholders, the passing of the Resolutions at the General Meeting, the sanction of the Scheme and the confirmation of the Capital Reductions by the Court are not capable of being waived in whole or in part.

12. CANCELLATION OF LISTING OF DMGT ORDINARY SHARES AND LISTING OF THE NEW A SHARES

Prior to the Scheme and the Capital Reductions becoming effective, applications will be made by DMGT to the Financial Conduct Authority to cancel the listing of the DMGT Ordinary Shares on the premium listing segment of the Official List and to the London Stock Exchange to cancel the admission to trading of the DMGT Ordinary Shares on the London Stock Exchange’s main market for listed securities, on or shortly after the Effective Date.

On the basis of the indicative timetable set out on page 1 of this document, the last day of dealings in, and registrations of transfers of, DMGT Ordinary Shares is expected to be on 28 October 2013, following which the DMGT Ordinary Shares will be suspended from the Official List and trading on the London Stock Exchange’s main market for listed securities. No transfers of DMGT Ordinary Shares will be registered after that date.

On the Effective Date, share certificates in respect of Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares will cease to be valid and should be destroyed. In addition, on the Effective Date, entitlements to Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares held within the CREST system will be cancelled.

In order to maintain the listing of all of the DMGT A Shares, applications will be made for the listing of the New A Shares arising under the Scheme and for such listing to occur as soon as practicable after the Effective Date.

13. SETTLEMENT

Subject to the Scheme and the Capital Reductions becoming effective, settlement of the New A Shares to which each Relevant DMGT Ordinary Shareholder is entitled under the Scheme will be effected in the manner set out below.

Save with the consent of the Panel, settlement of the New A Shares to which any Relevant DMGT Ordinary Shareholder is entitled under the Scheme will be implemented in full within 14 days of the Effective Date in accordance with the terms set out in this Part II (Explanatory Statement ) of this document without regard to any lien, right of set off, counterclaim or

Page 26 analogous right to which RCL may otherwise be, or claim to be, entitled against any Relevant DMGT Ordinary Shareholder.

(a) Settlement where Relevant DMGT Ordinary Shares are held in uncertificated form (that is, in CREST).

Where, at the Scheme Record Time, a Relevant DMGT Ordinary Shareholder holds Relevant DMGT Ordinary Shares in uncertificated form, the New A Shares to which the Relevant DMGT Ordinary Shareholder is entitled will be issued in uncertificated form through CREST. DMGT will procure that Euroclear is instructed to credit the Relevant DMGT Ordinary Shareholder’s appropriate stock account in CREST with the applicable number of New A Shares at the commencement of dealings in the New A Shares.

As from the Scheme Record Time, each holding of Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares credited to any stock account in CREST will be disabled and all Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares will be removed from CREST in due course.

Notwithstanding the above, RCL and DMGT reserve the right to settle all or part of such entitlements in the manner set out in sub-paragraph (b) below if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this sub-paragraph (a).

(b) Settlement where Relevant DMGT Ordinary Shares are held in certificated form

Where, at the Scheme Record Time, a Relevant DMGT Ordinary Shareholder holds Relevant DMGT Ordinary Shares in certificated form, the New A Shares to which the Relevant DMGT Ordinary Shareholder is entitled will be issued in certificated form.

Definitive certificates for the New A Shares will be despatched by first class post (or by such other method as may be approved by the Panel) within 14 days of the Effective Date.

On the Effective Date, each certificate representing a holding of Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares will cease to be valid. Following settlement under the Scheme, such Relevant DMGT Ordinary Shareholder and holder of Relevant RCL DMGT Ordinary Shares will be bound on the request of DMGT either (i) to destroy such share certificates, or (ii) to return such share certificates to DMGT, or to any person appointed by DMGT for cancellation.

(c) General

Fractions of DMGT A Shares (and/or any Interim Shares from which they derive) will not be allotted, issued or transferred to Relevant DMGT Ordinary Shareholders pursuant to the Scheme. Further information in respect of fractional entitlements is set out in full in paragraph 2 (Summary of the terms of the Proposal ) of this Part II ( Explanatory Statement ) of this document.

All documents sent to DMGT Ordinary Shareholders in accordance with this paragraph will be sent at the risk of the person entitled thereto.

In relation to New A Shares to be issued in certificated form, temporary documents of title will not be issued pending the despatch by post of definitive certificates for such New A Shares as referred to in sub-paragraph (b) above. Pending the issue of definitive certificates for such New A Shares, former Relevant DMGT Ordinary Shareholders wishing to register

Page 27 transfers of such New A Shares may certify their share transfer forms against the register of members of DMGT by contacting DMGT’s Registrars, Equiniti Limited, on 0871 384 2787 (from within the UK) or on +44 121 415 0096 (if calling from outside the UK). Calls to the 0871 384 2787 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposal nor give financial, tax, investment or legal advice. On the registration of any such transfers, the transferee will receive a share certificate in respect of the New A Shares which are the subject of the relevant transfer.

14. UNITED STATES AND OTHER OVERSEAS SHAREHOLDERS

This document is not intended to and does not constitute, or form part of, and may not be used for the purposes of, an offer to sell or purchase or an invitation or the solicitation of an offer to subscribe for, buy, otherwise acquire, sell or otherwise dispose of, any securities by any person, or the solicitation of any vote or approval pursuant to the Proposal or otherwise, in any jurisdiction (a) in which such offer or invitation is not authorised, (b) in which the person making such offer or invitation is not qualified to do so, or (c) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or which would impose any unfulfilled registration, publication or approval requirements on DMGT, RCL or any of their respective directors, officers, agents or advisers. There shall not be any sale, issuance or transfer of securities of DMGT in any jurisdiction in contravention of applicable law. No action has been taken nor will be taken in any jurisdiction by any such person that would permit a public offering of any securities in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where action for that purpose is required. Neither DMGT, RCL nor their respective directors, officers, agents or advisers accept any responsibility for any violation of any of these restrictions by any other person.

Unless otherwise determined by RCL or required by the Panel, and permitted by applicable law and regulation, the Proposal will not be made available, directly or indirectly in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and any formal documentation relating to the Proposal are not being, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them, in whole or in part, in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

The ability of DMGT Ordinary Shareholders who are not resident in the United Kingdom to participate in the Proposal may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The Interim Shares, New Interim Shares and DMGT A Shares have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state, district or

Page 28 other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the Interim Shares, New Interim Shares and DMGT A Shares has been, or will be, applied for in any jurisdiction other than the UK. The Interim Shares, New Interim Shares and DMGT A Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from registration. It is expected that the Proposal will be effected in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, and such authorities have not passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

The Proposal relates to the securities of a UK company and is proposed to be effected by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the US proxy and tender offer rules. Accordingly, the Proposal is subject to UK disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure and other requirements of the US proxy and tender offer rules under the US Exchange Act. The financial information included in this document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Proposal may, for a US holder of DMGT Ordinary Shares, involve a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of DMGT Ordinary Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of the Proposal.

It may be difficult for US holders of DMGT Ordinary Shares to enforce their rights and any claim arising out of the US federal securities laws, since RCL and DMGT are located in non- US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US holders of DMGT Ordinary Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

DMGT ADRs representing DMGT A Shares trade over the counter in the United States. DMGT A Shareholders may deposit their DMGT A Shares into the sponsored DMGT ADR programme established by JPMorgan Chase Bank, N.A., as depositary, and receive DMGT ADRs representing such deposited DMGT A Shares, upon payment of the depositary’s fees and pursuant to the terms and conditions of the deposit agreement governing the DMGT ADR programme. DMGT A Shareholders who wish to deposit their DMGT A Shares into the DMGT ADR Programme are strongly recommended to consult an appropriate independent professional adviser immediately regarding the tax consequences of making any such deposit, including in particular in relation to UK stamp duty and/or SDRT (see paragraph 4.2 of Part V of this document).

Page 29 15. TAXATION

DMGT Ordinary Shareholders should read Part V ( Taxation ) of this document which contains a general description of certain United Kingdom tax consequences of the Scheme. If they are in any doubt as to their tax position or if they are or may be subject to taxation in any jurisdiction other than the UK, they are strongly advised to consult an appropriate independent professional adviser.

16. FURTHER INFORMATION

Your attention is drawn to the Letter from the Chairman of the Independent Committee in Part I of this document and the full text of the Scheme as set out in Part III ( The Scheme of Arrangement ) of this document. Your attention is also drawn to the following sections, which form part of this Explanatory Statement.

Part IV Conditions and Certain Further Terms of the Scheme and the Proposal

Part V Taxation

Part VI Additional Information

Part VII Financial and Ratings Information

Part VIII Bases and Sources

Part IX Definitions

Part X Notice of Court Meeting

Part XI Notice of General Meeting

17. ACTION TO BE TAKEN

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of shareholder opinion. Please refer to pages 3 to 6 (Action to be Taken ) of this document for details of the steps that you will need (and are encouraged) to take in connection with this document and the Proposal.

Yours faithfully

Nicholas Shott For and on behalf of Lazard & Co., Limited

Page 30 PART III

THE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE No. 6129 of 2013 CHANCERY DIVISION COMPANIES COURT

IN THE MATTER OF DAILY MAIL AND GENERAL TRUST PLC

- and –

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT (under Part 26 of the Companies Act 2006)

BETWEEN

DAILY MAIL AND GENERAL TRUST PLC

AND

ROTHERMERE CONTINUATION LIMITED

AND

THE RELEVANT DMGT ORDINARY SHAREHOLDERS (as hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following terms have the following meanings:

“£”, “pounds sterling” or “pence” the lawful currency of the United Kingdom

“Article” an article of the DMGT Articles

“business day” a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for the transaction of business in London, United Kingdom

“Capital Reductions” the First Capital Reduction and the Second Capital Reduction

“certificated” or “in certificated in relation to a share or other security which is not in form” uncertificated form (that is, not in CREST)

Page 31 “Certificated Holder” a Relevant DMGT Ordinary Shareholder who holds his Relevant DMGT Ordinary Shares in certificated form

“Companies Act” the UK Companies Act 2006 (as amended)

“Company” or “DMGT” Daily Mail and General Trust plc, incorporated in England and Wales with registered number 184594

“Court” the High Court of Justice of England and Wales

“Court Hearing” the hearing or hearings by the Court of the claim form to sanction this Scheme, to confirm the Capital Reductions and to grant the Court Order(s)

“Court Meeting” the meeting of Relevant DMGT Ordinary Shareholders to be convened pursuant to an order of the Court for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjourned meeting

“Court Order(s)” the order(s) of the Court sanctioning the Scheme and confirming the related Capital Reductions

“CREST” the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time

“Deferred Shares” the non-voting deferred shares of 12.5 pence each in the capital of DMGT

“DMGT A Shares” the non-voting A ordinary shares of 12.5 pence each in the capital of DMGT

“DMGT Articles” the articles of association of DMGT from time to time “DMGT Ordinary Shareholders” the holders of DMGT Ordinary Shares

“DMGT Ordinary Shares” the voting ordinary shares of 12.5 pence each in the capital of DMGT

“Effective Date” the date on which this Scheme becomes effective in accordance with its terms

“Euroclear” Euroclear UK & Ireland Limited, a private limited company incorporated in England and Wales with registered number 02878738

“First Capital Reduction” the reduction of DMGT’s share capital under Section 648 of the Companies Act provided for by Clause 2.2 of

Page 32 this Scheme

“General Meeting” the general meeting of DMGT Ordinary Shareholders to be convened in connection with the Scheme and the Capital Reductions, including any adjourned meeting

“holder” includes a person entitled by transmission

“Interim Shares” the interim ordinary shares of 12.5 pence each in the capital of DMGT

“New A Share” has the meaning given to it in Clause 3.1 of the Scheme

“New Interim Shares” the new Interim Shares to be allotted and issued to Relevant DMGT Ordinary Shareholders (as appearing in the register of members of the Company at the Scheme Record Time) pursuant to Clause 2.3 of the Scheme in their capacity as holders of Interim Shares

“Panel” the Panel on Takeovers and Mergers

“RCL” Rothermere Continuation Limited, incorporated in Bermuda with registered number 20361

“Registrar of Companies” the Registrar of Companies in England and Wales

“Relevant DMGT A Shares” 2,416,847 of the issued DMGT A Shares held by RCL as at the Scheme Record Time

“Relevant DMGT Ordinary the holders of Relevant DMGT Ordinary Shares (or, Shareholders” following Clause 1.1 of the Scheme having taken effect, Interim Shares) “Relevant DMGT Ordinary the issued DMGT Ordinary Shares not already owned Shares” by RCL as at the date of the Scheme Document

“Relevant RCL DMGT Ordinary the number of DMGT Ordinary Shares which is equal Shares” to:

268,538 DMGT Ordinary Shares less such number of DMGT Ordinary Shares as have an aggregate market value (based on the closing middle market quotation of a DMGT Ordinary Share derived from the Daily Official List of the London Stock Exchange plc) at the Scheme Record Date of £33,567.25 (rounded to the nearest whole number of DMGT Ordinary Shares)

“Resolutions” the resolutions set out in the notice of the General Meeting

Page 33 “this Scheme” this scheme of arrangement in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by the Company and RCL

“Scheme Document” the document dated 7 September 2013 sent by DMGT to, among others, Relevant DMGT Ordinary Shareholders containing, amongst other things, this Scheme and the notices convening the Court Meeting and the General Meeting

“Scheme Record Date” the day immediately preceding the Effective Date

“Scheme Record Time” 6.00 p.m. on the Scheme Record Date

“Scheme Voting Record Time” 6.00 p.m. on the day which is two business days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two business days before the date set for the adjourned Court Meeting

“Second Capital Reduction” the reduction of DMGT’s share capital under Section 648 of the Companies Act provided for by Clause 4 of the Scheme

“Share Reorganisation” the reorganisation of the Company’s share capital comprising the steps set out in Clauses 1 to 4 (inclusive) of the Scheme to be effected pursuant to the Scheme

“Statements of Capital” the statements of capital (approved by the Court) showing, with respect to DMGT’s share capital, as altered by the Court Order(s), the information required by section 649 of the Companies Act

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

“uncertificated” or “in in relation to a share or other security, recorded on the uncertificated form” relevant register of the share or other security concerned as being held in uncertificated form in CREST and title to which by virtue of the CREST Regulations may be transferred by means of CREST

“Uncertificated Holder” a Relevant DMGT Ordinary Shareholder who holds his Relevant DMGT Ordinary Shares in uncertificated form

and, where the context so admits or requires, the plural includes the singular and vice versa . References to Clauses are to Clauses of this Scheme, and references to time are to London time.

(B) The share capital of the Company as at the close of business on 3 September 2013 (being the last practicable date prior to the posting of this document) was £49,196,100

Page 34 divided into 19,886,472 DMGT Ordinary Shares of 12.5 pence each and 373,682,330 DMGT A Shares of 12.5 pence each, all of which were credited as fully paid.

(C) As at the close of business on 3 September 2013 (being the last practicable date prior to the posting of this document) RCL was interested in 17,738,163 DMGT Ordinary Shares, representing approximately 89.2 per cent. of the issued DMGT Ordinary Shares and has an unconditional option to acquire 2,500,000 DMGT A Shares from a trust owned for the benefit of Viscount Rothermere and his family which will, conditional upon the Scheme being approved by the Relevant DMGT Ordinary Shareholders and the Resolutions being passed at the General Meeting, be exercised before 6 p.m. on the day prior to the Court Hearing.

(D) RCL has entered into a subscription agreement, conditional upon each of the Resolutions being passed at the General Meeting, to subscribe for 268,538 Deferred Shares of 12.5 pence each, such subscription to be effective immediately prior to the Court Hearing.

(E) RCL has agreed to appear by Counsel at the Court Hearing and to submit to be bound by and to undertake to the Court to be bound by this Scheme and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

Page 35 THE SCHEME

1. RECLASSIFICATION OF RELEVANT DMGT ORDINARY SHARES

1.1 Notwithstanding anything to the contrary in the DMGT Articles, each Relevant DMGT Ordinary Share shall be reclassified into an Interim Share. The Interim Shares shall have the rights and privileges and be subject to the restrictions contained in the new Article 12B to be adopted (together with certain other consequential amendments to the DMGT Articles) pursuant to paragraph 3.3 of Resolution 3.

1.2 No certificates representing the Interim Shares will be issued by or on behalf of the Company.

2. RECLASSIFICATION OF RELEVANT DMGT A SHARES AND CHANGE TO THE RIGHTS ATTACHING TO THE INTERIM SHARES , AND CANCELLATION OF THE DEFERRED SHARES AND ISSUE OF NEW INTERIM SHARES

2.1 Subject to and forthwith upon the reclassification referred to in Clause 1.1 having taken effect and the requisite entries having been made in the register of members of the Company (and notwithstanding anything to the contrary in the DMGT Articles):

(a) each Relevant DMGT A Share will be reclassified as a DMGT Ordinary Share ranking pari passu in all respects with the existing issued DMGT Ordinary Shares; and

(b) Article 12B of the DMGT Articles shall be amended pursuant to paragraph 3.5 of Resolution 3 so as to remove the voting right attaching to each Interim Share.

2.2 Subject to and forthwith upon the reclassification and Article amendments referred to in Clause 2.1 having taken effect and the requisite entries having been made in the register of members of the Company (and notwithstanding anything to the contrary in the DMGT Articles), the share capital of the Company shall be reduced by cancelling and extinguishing all of the Deferred Shares (the “First Capital Reduction”) and the DMGT Articles shall be amended by the deletion of Article 12A pursuant to paragraph 3.7(c) of Resolution 3.

2.3 Subject to and forthwith upon the said First Capital Reduction having taken effect (and notwithstanding anything to the contrary in the DMGT Articles), the reserve arising in the books of account of the Company as a result of the First Capital Reduction shall be capitalised and applied in paying up in full such number of New Interim Shares as shall be equal to the number of Deferred Shares cancelled pursuant to Clause 2.2 which shall (subject to Clause 2.4) be allotted, issued and credited as fully paid (free from all liens, charges, encumbrances, rights of pre-emption, equitable interests and any other third party rights of any nature whatsoever) to the Relevant DMGT Ordinary Shareholders (as appearing on the register of members of the Company at the Scheme Record Time) in their capacity as holders of the Interim Shares pro rata in proportion to their then holdings of Interim Shares.

2.4 The aggregate number of New Interim Shares to which each Relevant DMGT Ordinary Shareholder (as appearing on the register of members of the Company at the Scheme Record Time) shall be entitled under Clause 2.3 shall be rounded down to the nearest whole number. No fractions of New Interim Shares shall be allotted, issued or transferred to any holder of Relevant DMGT Ordinary Shares pursuant to the Scheme. Such fractional entitlements will be aggregated and issued to a nominee appointed by the Company and, if possible, once the resulting Interim Shares are reclassified as DMGT A Shares pursuant to Clause 3.1(a) below, sold in the market for the relevant Relevant DMGT Ordinary

Page 36 Shareholder(s) by such nominee. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company, save that Relevant DMGT Ordinary Shareholders will receive any proceeds in respect of a fractional entitlement in the event that such proceeds have a value of £5.00 or more. Holdings of Relevant DMGT Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Proposal.

2.5 The New Interim Shares to be issued pursuant to Clause 2.3 shall rank pari passu in all respects with the then existing issued Interim Shares.

3. AMENDMENT OF THE RIGHTS ATTACHING TO THE INTERIM SHARES

3.1 Subject to and forthwith upon the steps referred to in Clauses 2.2 and 2.3 having taken effect and the requisite entries having been made in the register of members of the Company (and notwithstanding anything to the contrary in the DMGT Articles):

(a) each Interim Share shall be reclassified as a DMGT A Share ranking pari passu in all respects with the existing issued DMGT A Shares (such a reclassified Interim Share being referred to as a “New A Share”); and

(b) the references to the Interim Shares in the DMGT Articles shall be deleted pursuant to paragraph 3.8(b) of Resolution 3.

4. CANCELLATION OF RELEVANT RCL DMGT ORDINARY SHARES

Subject to and forthwith upon the reclassification referred to in Clause 3.1(a) having taken effect and the requisite entries having been made in the register of members of the Company (and notwithstanding anything to the contrary in the DMGT Articles), the share capital of the Company shall be reduced by cancelling and extinguishing all of the Relevant RCL DMGT Ordinary Shares.

5. OVERSEAS SHAREHOLDERS

5.1 The provisions of Clauses 2 and 3 shall be subject to any prohibition or condition imposed by law. Without prejudice to the generality of the foregoing, if, in respect of any holders of Relevant DMGT Ordinary Shares with a registered address in a jurisdiction outside the United Kingdom, or whom the Company and RCL reasonably believe to be a citizen, national or resident of a jurisdiction outside the United Kingdom, the Company and RCL are advised that the allotment and/or issue of New Interim Shares (and/or the subsequent reclassification of such shares as New A Shares) pursuant to Clauses 2 and 3 would or may infringe the laws of such jurisdiction or would or may require the Company or RCL to comply with any governmental or other consent or any registration, filing or other formality with which the Company and RCL are unable to comply or compliance with which the Company and RCL regard as unduly onerous, the Company and RCL may, in their sole discretion, either:

(a) determine that such New A Shares into which the relevant New Interim Shares have been reclassified shall be sold, in which event the New Interim Shares shall be issued to the Relevant DMGT Ordinary Shareholder and the Company and RCL shall appoint a person to act pursuant to this Clause 5.1(a) and such person shall be authorised on behalf of such Relevant DMGT Ordinary Shareholder to procure that any New A Shares resulting from the reclassification of New Interim Shares in respect of which the Company and RCL have made such determination shall, as soon as practicable following the Effective Date, be sold; or

Page 37 (b) determine that such New Interim Shares shall not be issued to such Relevant DMGT Ordinary Shareholder but shall instead be issued to a nominee for such Relevant DMGT Ordinary Shareholder appointed by the Company and RCL on terms that the nominee shall, as soon as practicable following the Effective Date, sell the New A Shares into which they are reclassified.

5.2 Any sale under Clause 5.1 shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any tax or duty (including any stamp duty, stamp duty reserve tax and/or value added tax) payable on the proceeds of sale) shall be paid to such Relevant DMGT Ordinary Shareholders by sending a cheque or creating an assured payment obligation in accordance with the provisions of Clause 6.1.

5.3 To give effect to any sale under Clause 5.1, the person appointed by the Company and RCL in accordance with Clause 5.1(a) shall be authorised as attorney on behalf of the Relevant DMGT Ordinary Shareholder concerned, and the nominee appointed by the Company and RCL in accordance with Clause 5.1(b) shall be authorised, to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer and to give such instructions and to do all other things which he may consider necessary or expedient in connection with such sale. In the absence of bad faith or wilful default, none of the Company, RCL or the person or nominee so appointed shall have any liability for any loss or damage arising as a result of the timing or terms of such sale.

6. SETTLEMENT

6.1 As soon as practicable after the Effective Date and in any event no later than 14 days after the Effective Date, the Company shall:

(a) in the case of Certificated Holders, procure the despatch of definitive share certificates for the New A Shares to the persons entitled thereto in accordance with Clause 6.2;

(b) in the case of Uncertificated Holders, procure that Euroclear is instructed to credit the appropriate stock account in CREST of the Relevant DMGT Ordinary Shareholder with such Relevant DMGT Ordinary Shareholder’s entitlement to such New A Shares at the commencement of dealings in the New A Shares, provided that the Company and RCL reserve the right to settle such New A Shares in the manner set out in Clause 6.1(a) above if, for reasons outside their reasonable control, they are not able to effect settlement in accordance with this Clause 6.1(b);

(c) in the case of New A Shares sold pursuant to Clause 5.1 relating to Certificated Holders, procure the despatch to the persons entitled thereto in accordance with Clause 6.2 of cheques for the sums payable to them respectively in accordance with Clause 5;

(d) in the case of New A Shares sold pursuant to Clause 5.1 relating to Uncertificated Holders, procure that Euroclear is instructed to create an assured payment obligation in favour of the payment bank of the persons entitled thereto in accordance with the CREST assured payment arrangements for the sums payable to them respectively in accordance with Clause 5, provided that the Company and RCL reserve the right to make payment of the said sums by cheque as set out in Clause 6.1(c) if, for reasons outside their reasonable control, they are not able to effect settlement in accordance with this Clause 6.1(d); and

Page 38 (e) in the case of RCL, procure that Euroclear is instructed to credit the appropriate stock account in CREST of RCL with its entitlement to the additional DMGT Ordinary Shares to be held by it pursuant to the Scheme.

6.2 All deliveries of share certificates or cheques pursuant to this Scheme shall be effected by sending the same by first class post in prepaid envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of the Company or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in the said register in respect of such joint holding, at the Scheme Record Time, and none of the Company, RCL or any person or nominee appointed by RCL shall be responsible for any loss or delay in the transmission or delivery of any share certificates or cheques sent in accordance with this Clause 6.2, which shall be sent at the risk of the persons entitled thereto.

6.3 All cheques shall be in pounds sterling drawn on a UK clearing bank and shall be made payable to the persons respectively entitled to the moneys represented thereby (except that, in the case of joint holders, the Company and RCL reserve the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of the Company at the Scheme Record Time in respect of such joint holding) and the encashment of any such cheque or the creation of any such assured payment obligation as is referred to in Clause 6.1(d) shall be a complete discharge to the Company and/or RCL for the moneys represented thereby.

6.4 The provisions of this Clause 6 shall be subject to any prohibition or condition imposed by law.

7. SHARE CERTIFICATES AND CANCELLATION OF ENTITLEMENTS

7.1 With effect from and including the Effective Date:

(a) all certificates representing Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares shall cease to have effect as documents of title to the Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares comprised therein and every holder of Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares shall be bound at the request of the Company to deliver up the same to the Company or to destroy the same and appropriate entries shall be made in the register of members of the Company with effect from the Effective Date to reflect their cancellation;

(b) Euroclear shall be instructed to cancel the entitlements to Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares of holders of Relevant DMGT Ordinary Shares and Relevant RCL DMGT Ordinary Shares respectively in uncertificated form with effect from the Effective Date;

(c) Euroclear shall be instructed to make such other appropriate amendments to entitlements as are required to reflect the steps involved in the Share Reorganisation; and

(d) appropriate entries will be made in DMGT’s register of members to reflect the steps involved in the Share Reorganisation.

Page 39 8. THE EFFECTIVE DATE

8.1 This Scheme shall become effective in accordance with its terms as soon as office copies of the Court Order(s) (together with the Statements of Capital) have been delivered to the Registrar of Companies and, if so ordered by the Court, the Court Order(s) have been registered by the Registrar of Companies.

8.2 Unless the Scheme shall have become effective on or before 31 January 2014 or such later date, if any, as the Company and RCL may, with the consent of the Panel, agree and the Court may allow, this Scheme shall never become effective.

9. MANDATES

All mandates relating to the monetary payment of dividends on the Relevant DMGT Ordinary Shares and other instructions, including communication preferences, given to the Company by Relevant DMGT Ordinary Shareholders in force at the Scheme Record Time relating to their holdings of Relevant DMGT Ordinary Shares will be deemed from the Effective Date to be an effective mandate or instruction in respect of the corresponding New A Shares. Any reinvestment elections given to the Company by Relevant DMGT Ordinary Shareholders in connection with dividends payable by the Company will be treated as a valid instruction in respect of the corresponding New A Shares.

10. MODIFICATION

RCL and the Company may jointly consent on behalf of all persons concerned to any modification of, or addition to, this Scheme or to any condition, which the Court may approve or impose. Any such modification or addition may require the consent of the Panel.

11. COSTS

The Company is authorised and permitted to pay all costs and expenses incurred by it in relation to the negotiation, preparation and implementation of the Scheme.

12. JURISDICTION

This Scheme is governed by English law and is subject to the jurisdiction of the English courts.

Dated: 7 September 2013

Page 40 PART IV

CONDITIONS AND CERTAIN FURTHER TERMS

OF THE SCHEME AND THE PROPOSAL

A. CONDITIONS TO THE SCHEME AND PROPOSAL

The Scheme is conditional upon the following conditions being fulfilled by the Long Stop Date:

(a) its approval by a majority in number representing not less than 75 per cent. in value of the Relevant DMGT Ordinary Shareholders who are on the register of members of DMGT at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting (or any adjournment thereof) and at any separate class meeting which may be required (or any adjournment thereof);

(b) all Resolutions in connection with or required to approve and implement the Scheme and approve the related Capital Reductions being duly passed by the requisite majority of DMGT Ordinary Shareholders at the General Meeting (or any adjournment thereof);

(c) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to RCL and DMGT) and confirmation of the Capital Reductions by the Court (with or without modification but subject to any modification being on terms acceptable to RCL and DMGT) and (a) the delivery of copies of the Court Order(s) and the requisite statements of capital attached thereto to the Registrar of Companies and (b) if so ordered in order to take effect, the registration of the Court Order(s) effecting the Capital Reductions and such statements of capital by the Registrar of Companies; and

(d) to the extent applicable (i) the UK Listing Authority having acknowledged to DMGT or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of any new DMGT A Shares arising pursuant to the Scheme to the Official List with a standard listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (“listing conditions”)) will become effective as soon as a dealing notice has been issued by the FCA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to DMGT or its agent (and such acknowledgement not having been withdrawn) that such new shares will be admitted to trading.

B. CERTAIN FURTHER TERMS OF THE SCHEME AND THE PROPOSAL

Entitlements to DMGT A Shares under the Scheme will be rounded down to the nearest whole DMGT A Share.

Page 41 PART V

TAXATION

UK TAXATION

The following statements do not constitute legal or tax advice, are intended only as a general guide to certain limited UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences of the Scheme. Relevant DMGT Ordinary Shareholders are advised to consult their own professional advisers concerning the tax consequences of the Scheme. The following statements are based on current UK legislation and what is understood to be the current practice of HMRC as at the date of this document, both of which may change, possibly with retroactive effect. They apply only to Relevant DMGT Ordinary Shareholders who are resident, and, in the case of individuals, domiciled, for tax purposes in (and only in) the UK (except in so far as express reference is made to the treatment of non- UK residents), who hold their Relevant DMGT Ordinary Shares (or, following the Scheme, New A Shares) as an investment (other than under an individual savings account), and who are the absolute beneficial owners of both their Relevant DMGT Ordinary Shares (or, following the Scheme, New A Shares) and any dividends paid on them. The tax position of certain categories of Relevant DMGT Ordinary Shareholders who are subject to special rules (such as persons who have acquired (or are deemed to have acquired) the Relevant DMGT Ordinary Shares (or, following the Scheme, New A Shares) in connection with an office or employment, dealers in securities, insurance companies, collective investment schemes, and persons who are exempt from taxation) is not considered.

Relevant DMGT Ordinary Shareholders who are in any doubt about their tax position, or who may be subject to tax in a jurisdiction other than the UK, are strongly recommended to consult an appropriate independent professional adviser immediately.

1. TAXATION OF CHARGEABLE GAINS

1.1 For the purposes of the UK taxation of capital gains and corporation tax on chargeable gains ( CGT ), the Scheme (including, in particular, the reclassification of the Relevant DMGT Ordinary Shares as Interim Shares, the issue of New Interim Shares and the reclassification of the Interim Shares as New A Shares) should be regarded as a reorganisation of the Company’s share capital. Accordingly, the Relevant DMGT Ordinary Shareholders should not be treated as having disposed of all or part of their Relevant DMGT Ordinary Shares by virtue of the implementation of the Scheme. Instead, the New A Shares held by the Relevant DMGT Ordinary Shareholders following the Scheme should, for CGT purposes, be treated as the same asset and as having been acquired at the same time as the Relevant DMGT Ordinary Shares.

1.2 To the extent that a Relevant DMGT Ordinary Shareholder receives cash in respect of a sale of fractional entitlements (as described in paragraph 2 (Summary of the terms of the Proposal) of Part II (Explanatory Statement) of this document and clause 2.4 of the Scheme) this is not expected to involve a disposal for CGT purposes, but rather the base cost of his holding of Relevant DMGT Ordinary Shares should be reduced by an amount equal to the amount of the cash received.

Page 42 2. TAXATION OF DIVIDENDS

2.1 Under current UK tax law, the Company is not required to withhold tax at source when paying a dividend. Liability to tax on dividends will depend on the particular circumstances of a Relevant DMGT Ordinary Shareholder.

2.2 An individual Relevant DMGT Ordinary Shareholder who is resident for tax purposes in the UK and who receives a dividend from the Company on the New A Shares will generally be entitled to a tax credit equal to one-ninth of the amount of the dividend received, which is equivalent to ten per cent. of the aggregate of the dividend received and the tax credit (the ‘‘ gross dividend ’’), and will be subject to income tax on the gross dividend. Where the tax credit exceeds the Relevant DMGT Ordinary Shareholder’s tax liability, the Shareholder cannot claim repayment of the tax credit from HMRC.

2.3 An individual UK resident Relevant DMGT Ordinary Shareholder who is subject to income tax at a rate or rates not exceeding the basic rate will be liable to tax on the gross dividend at the rate of ten per cent., so that the tax credit will satisfy the income tax liability of such a Relevant DMGT Ordinary Shareholder in full.

2.4 An individual UK resident Relevant DMGT Ordinary Shareholder who is subject to income tax at the higher rate will be liable to income tax on the gross dividend at the rate of 32.5 per cent. to the extent that such sum, when treated as the top slice of that Relevant DMGT Ordinary Shareholder’s income, falls within the bracket for higher rate income tax. To the extent that the gross dividend falls within that bracket, after taking into account the ten per cent. tax credit, such Relevant DMGT Ordinary Shareholder will therefore be liable to additional income tax equal to 22.5 per cent. of the gross dividend, which equates to 25 per cent. of the net dividend.

2.5 An individual UK resident Relevant DMGT Ordinary Shareholder who is subject to income tax at the additional rate will be liable to income tax on the gross dividend at the rate of 37.5 per cent. to the extent that such sum, when treated as the top slice of that Relevant DMGT Ordinary Shareholder’s income, exceeds the threshold for additional rate income tax. To the extent that the gross dividend exceeds that threshold, after taking into account the ten per cent. tax credit, such Relevant DMGT Ordinary Shareholder will therefore be liable to additional income tax equal to 27.5 per cent. of the gross dividend, which equates to approximately 30.6 per cent. of the net dividend.

2.6 For UK resident corporate Relevant DMGT Ordinary Shareholders, it is likely that most dividends paid on the New A Shares will fall within one or more of the classes of dividend qualifying for exemption from corporation tax. However, the exemptions are not comprehensive and are also subject to anti-avoidance rules.

2.7 UK resident Relevant DMGT Ordinary Shareholders who are not liable to UK tax on dividends on the New A Shares, including pension funds and charities, are not entitled to claim repayment of the tax credit.

2.8 Relevant DMGT Ordinary Shareholders who are resident outside the UK for tax purposes will not generally be able to claim repayment of any part of the tax credit attaching to dividends received from the Company on the New A Shares, although this will depend on the existence and terms of any double taxation convention between the UK and the country in which such Relevant DMGT Ordinary Shareholder is resident for tax purposes. A Relevant DMGT Ordinary Shareholder who is resident outside the UK for tax purposes may also be subject to non-UK taxation on dividend income under local law. A Relevant DMGT

Page 43 Ordinary Shareholder who is resident outside the UK for tax purposes should consult his own tax adviser concerning his tax position on dividends received from the Company.

3. TRANSACTIONS IN SECURITIES

Under the provisions of Chapter 1 of Part 13 of the Income Tax Act 2007 (for individuals) and Part 15 of the Corporation Tax Act 2010 (for companies), HMRC can in certain circumstances counteract tax advantages arising in relation to a transaction or transactions in securities. If these provisions were to be applied by HMRC in respect of the Scheme, in broad terms the Relevant DMGT Ordinary Shareholders might be liable to taxation on a future repayment of the New A Shares (for example, on a future buy-back by the Company or winding up) as if they had received an income amount. In accordance with section 701 of the Income Tax Act 2007 and section 748 of the Corporation Tax Act 2010, the Company intends to apply for clearance from HMRC that they are satisfied that the transactions in securities provisions will not be engaged by the Scheme.

4. UK STAMP DUTY AND UK STAMP DUTY RESERVE TAX

4.1 No UK stamp duty or UK SDRT will be payable by a Relevant DMGT Ordinary Shareholder as a result of any of the steps taken under the Scheme (including, in particular, the reclassification of the Relevant DMGT Ordinary Shares as Interim Shares, the issue of New Interim Shares, or the reclassification of the Interim Shares as New A Shares).

4.2 Special rules apply where shares are issued or transferred to, or to a nominee or agent for, either a person whose business is or includes issuing depositary receipts within Section 67 or Section 93 of the Finance Act 1986 or a person providing clearance services within Section 70 or Section 96 of the Finance Act 1986, under which SDRT or stamp duty may be charged at a rate of 1.5 per cent.. Following litigation HMRC has confirmed that they will no longer seek to apply the 1.5 per cent. SDRT charge on an issue of shares to a clearance service or depositary receipt arrangement on the basis that the charge is not compatible with EU law. HMRC’s view is that the 1.5% SDRT or stamp duty charge will continue to apply to transfers of shares to a clearance service or depositary receipt arrangement unless the transfers are an integral part of an issue of share capital. This view is currently being challenged in further litigation. Accordingly, specific professional advice should be sought in relation to an issue or transfer of Interim Shares or New A Shares to a clearance service or depositary receipt arrangement.

The statements in this section 4 apply to any holders of New A Shares irrespective of their place of residence for tax purposes.

Page 44 PART VI

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENTS

1.1 The Independent DMGT Directors, whose names are set out in paragraph 2.1 of this Part VI, each accept responsibility for the information contained in this document other than information for which responsibility is taken by the RCL Directors pursuant to paragraph 1.2 of this Part VI. To the best of the knowledge and belief of the Independent DMGT Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2 The RCL Directors, whose names are set out in paragraph 2.4 of this Part VI, each accept responsibility for the information contained in this document relating to (i) RCL, and the RCL Directors and their immediate families, related trusts and companies and those other persons acting, or presumed to be acting, in concert with RCL, and (ii) RCL’s future plans for DMGT, its management and employees, including (without limitation), its intentions in relation to the governance of DMGT. To the best of the knowledge and belief of the RCL Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. DIRECTORS

2.1 The Independent DMGT Directors and their principal functions are as follows:

Name Current Position

David Verey CBE Non-Executive Director (and Chairman of the Independent Committee) Martin Morgan Chief Executive Officer Stephen Daintith Finance Director Kevin Beatty Executive Director Paul Dacre Executive Director David Dutton Executive Director Nicholas Berry Non-Executive Director Heidi Roizen Non-Executive Director Dominique Trempont Non-Executive Director Francisco Balsemão Non-Executive Director

2.2 Each of Viscount Rothermere, John Hemingway, Andrew Lane and David Nelson are also DMGT Directors but are not Independent DMGT Directors since Viscount Rothermere and John Hemingway are also RCL Directors, and Andrew Lane and David Nelson are connected to RCL.

2.3 The registered office of DMGT and the business address of each of the Independent DMGT Directors is Northcliffe House, 2 Derry Street, Kensington, London W8 5TT.

2.4 The RCL Directors are as follows:

Page 45 Name Current Position

Viscount Rothermere Director Viscountess Rothermere Director John Hemingway Director Nigel Bentley Director Tom Gillespie Director Francois Morin Director James Stones Director

2.5 The registered office of RCL is Canons Court, 22 Victoria Street, Hamilton, HM 11, Bermuda and the business address of each of the RCL Directors is c/o Third Floor Conway House, 7-9 Conway Street, St Helier, Jersey JE2 3NT.

3. PERSONS ACTING IN CONCERT

3.1 In addition to the RCL Directors, the persons who, for the purposes of the Code, are acting in concert with RCL in respect of the Proposal are:

Rothschild of New Court, St. Swithin’s Lane, London EC4N 8AL, as connected adviser

EH Settlement

Trusts in which Viscount Rothermere and/or Viscountess Rothermere have a non-beneficial interest (as trustees)

Relatives of Viscount Rothermere

Bonnet Farm Investments Ltd, which is owned by Tom Gillespie

JH Charitable Trust, a charitable trust of which John Hemingway is a trustee

3.2 In addition to the DMGT Directors, the persons who, for the purposes of the Code, are acting in concert with DMGT in respect of the Proposal are:

Name Registered Office Relationship with DMGT

Lazard 50 Stratton Street, London Connected adviser W1J 8LL

Credit Suisse Securities (Europe) One Cabot Square, London Connected adviser Limited E14 4QJ

Numis Securities Limited The London Stock Connected adviser Exchange Building, 10 Paternoster Square, London EC4M 7LT

Page 46 Equiniti Share Plan Trustees Limited Highdown House, Yeoman Trustee for the Daily Way, Worthing, West Mail and General Sussex BN99 3HH Trust 2010 Share Incentive Plan

Baccata Trustees Limited Third Floor, Conway Trustee of the Daily House, 7-9 Conway Street, Mail and General St Helier, Jersey, JE2 3NT Trust Employee Channel Islands Trust 2001 2

4. MARKET QUOTATIONS

The following table shows the closing middle-market prices, as derived from the Daily Official List, for DMGT Ordinary Shares and DMGT A Shares on the first business day in each of the six months prior to the date of this document, on 28 June 2013 (being the last business day prior to the commencement of the Offer Period) and on 3 September 2013 (being the last practicable date prior to the posting of this document):

Date DMGT Ordinary Shares DMGT A Shares

2 April 2013 540p 721p

1 May 2013 563p 687p

3 June 2013 580p 762p

28 June 2013 585p 770p

1 July 2013 668p 784p

1 August 2013 673p 817p

2 September 2013 863p 795p

3 September 2013 863p 793p

See Part VIII for the source of such quotations ( Bases and Sources ).

5. DISCLOSURE OF INTERESTS AND DEALINGS IN SHARES

5.1 For the purposes of this Part VI:

(a) “acting in concert” means any such person acting or deemed to be acting in concert with DMGT or RCL, as the case may be, for the purposes of the Code;

(b) “arrangement” includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature relating to relevant securities which may be an inducement to deal or refrain from dealing;

2 These shares were held by G&S Trustees Limited until their retirement and appointment of Baccata Trustees Limited as trustee of the Daily Mail and General Trust Employee Trust 2001.

Page 47 (c) “control” means an interest or interests in shares carrying in aggregate 30 per cent. or more of the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting, irrespective of whether the holding or aggregate holdings gives de facto control;

(d) “dealing” or “dealt” includes:

(i) the acquisition of, or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attached to securities, or of general control of securities;

(ii) taking, granting, acquiring, disposing of, entering into, closing out, terminating, exercising or varying an option (including a traded option contract) in respect of any securities;

(iii) subscribing or agreeing to subscribe for securities;

(iv) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights;

(v) the acquisition of, or disposal of, entering into, closing out, exercising (by either party) of any rights under, or varying, a derivative referenced, directly or indirectly, to securities;

(vi) entering into, terminating or varying the terms of any agreement to purchase or sell securities; and

(vii) any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he has a short position;

(e) “derivative” includes any financial product whose value, in whole or in part, is determined directly or indirectly by reference to the price of an underlying security;

(f) “disclosure period” means the period commencing on 1 July 2012 (being the date 12 months prior to the Offer Period) and ending on 3 September 2013 (being the last practicable date prior to the posting of this document);

(g) “DMGT relevant securities” means DMGT Ordinary Shares or DMGT A Shares;

(h) “RCL relevant securities” means RCL Shares and securities carrying conversion or subscription rights into RCL Shares;

(i) “relevant securities” means DMGT relevant securities and RCL relevant securities; and

(j) “short position” means any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery.

Page 48 5.2 Interests in DMGT relevant securities

As at the close of business on 3 September 2013 (being the last practicable date prior to the posting of this document):

(a) RCL held 17,738,163 DMGT Ordinary Shares representing approximately 89.2 per cent. of the issued DMGT Ordinary Shares and has an unconditional option to acquire 2,500,000 DMGT A Shares from a trust owned for the benefit of Viscount Rothermere and his family which will, conditional upon the Scheme being approved by the Relevant DMGT Ordinary Shareholders and the Resolutions being passed at the General Meeting, be exercised before 6 p.m. on the day prior to the Court Hearing;3

(b) Viscount Rothermere and Viscountess Rothermere directly and through family trusts in which they have a beneficial interest (including RCL) held a beneficial interest in 69,334,857 DMGT A Shares representing approximately 18.6 per cent. of the current issued DMGT A Shares of DMGT;

(c) no RCL Directors (including their close relatives, related trusts and connected companies) had interests in or rights to subscribe for DMGT relevant securities, except as disclosed below:

(i) Viscount Rothermere and Viscountess Rothermere directly and through family trusts in which they have a beneficial interest (including RCL) held a beneficial interest in 17,738,163 DMGT Ordinary Shares and 69,334,857 DMGT A Shares;

(ii) Tom Gillespie held a beneficial interest in 7,500 DMGT A Shares (through Bonnet Farm Investments Limited). He is also the director of a trust company which acts as a trustee of certain of the trusts in which Viscount Rothermere and Viscountess Rothermere have a beneficial interest;

(iii) Francois Morin is the director of a trust company which acts as a trustee of certain of the trusts in which Viscount Rothermere and Viscountess Rothermere have a beneficial interest;

(iv) James N. Stones is the director of a trust company which acts as a trustee of certain of the trusts in which Viscount Rothermere and Viscountess Rothermere have a beneficial interest;

(v) John Hemingway and his immediate family held a beneficial interest in 230,000 DMGT A Shares and 100 DMGT Ordinary Shares;

(vi) John Hemingway is a trustee of certain of the trusts in which Viscount Rothermere and/or Viscountess Rothermere have a non-beneficial interest and a trustee of the JH Charitable Trust (which held a beneficial interest in 4,000 DMGT Ordinary Shares, as referred to below); and

3 It is noted that pursuant to a subscription agreement dated 3 September 2013, RCL has agreed to subscribe for 268,538 Deferred Shares in cash for the sum of £33,567.25, such shares to be issued immediately prior to the Court Hearing. Such subscription is conditional upon the passing of each of the Resolutions.

Page 49 (vii) Nigel Bentley is the director of a trust company which acts as a trustee of certain of the trusts in which Viscount Rothermere and Viscountess Rothermere have a beneficial interest.

(d) the interests of the RCL Directors in awards and options over DMGT Shares under the DMGT share scheme(s) were as follows:

Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Viscount DMGT 60,000 The 06/12/20 06/12/07 7.235 N/A Rotherm A Shares DMGT 04 – ere 1997 06/12/14 Executiv e Share Option Scheme

Viscount DMGT 40,000 The 08/12/20 08/12/06 6.075 N/A Rotherm A Shares DMGT 03 – ere 1997 08/12/13 Executiv e Share Option Scheme

Viscount DMGT 105,306 The 07/12/20 07/12/12 Nil cost N/A Rotherm A Shares DMGT 09 – option ere Deferred 07/12/16 Bonus Plan

Viscount DMGT 187,581 The 06/12/20 06/12/13 Nil cost N/A Rotherm A Shares DMGT 10 – option ere Deferred 06/12/17 Bonus Plan

Viscount DMGT 110,464 The 05/12/20 05/12/14 Nil cost N/A Rotherm A Shares DMGT 11 – option ere Deferred 05/12/18 Bonus Plan

Viscount DMGT 129,635 The 10/12/20 10/12/15 Nil cost N/A Rotherm A Shares DMGT 12 – option ere Deferred 10/12/19 Bonus Plan

Page 50 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Viscount DMGT 131,778 The 01/01/20 3 months Nil N/A Rotherm A Shares DMGT 07 commen ere Long cing on Term 01/01/14 Incentive # Plan (2001)

# Due to ambiguity in the rules, it is unclear whether the exercise period is 3 months commencing from 01/01/14 or 3 months from the notification to the relevant director of the extent to which the award has been realised.

(e) save as disclosed above, no persons acting, or presumed to be acting, in concert with RCL had interests in, or rights to subscribe for, DMGT relevant securities, except as disclosed below:

Name Number of DMGT relevant securities

EH Settlement 8,121,450 DMGT A Shares

Trusts in which Viscount Rothermere 5,540,000 DMGT A Shares and/or Viscountess Rothermere have a- non beneficial interest

Relatives of Viscount Rothermere 4,476,036 DMGT A Shares and 574,620 DMGT Ordinary Shares

Bonnet Farm Investments Ltd 7,500 DMGT A Shares

JH Charitable Trust 4,000 DMGT Ordinary Shares

(f) save as disclosed above, no persons with whom RCL or any person acting, or presumed to be acting in concert with it has any arrangement in relation to relevant securities had an interest in or a right to subscribe for DMGT relevant securities;

(g) neither RCL nor any person acting, or presumed to be acting, in concert with RCL had borrowed or lent any DMGT relevant securities;

(h) no DMGT Directors 4 (including their close relatives, related trusts and connected companies) had interests in or rights to subscribe for DMGT relevant securities except as disclosed in this paragraph (h) and paragraph (i) below:

4 For the purposes of this paragraph 5.2(h) this does not include Viscount Rothermere or John Hemingway.

Page 51 Name Number of DMGT relevant securities

David Verey 15,000 DMGT A Shares and 6,500 DMGT Ordinary Shares

Martin Morgan 1,238,424 5 DMGT A Shares and 764 DMGT Ordinary Shares

Stephen Daintith 2,928 DMGT A Shares

Kevin Beatty 54,822 DMGT A Shares

Paul Dacre 37,861 DMGT A Shares

David Dutton 269,923 DMGT A Shares

David Nelson 212,611 DMGT A Shares 6

(all interests or rights in this paragraph (f) are held beneficially unless otherwise stated);

(i) the interests of the DMGT Directors 7 in awards and options over DMGT Shares under the DMGT share scheme(s) were as follows:

Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Martin DMGT 21,560 The 10/12/20 10/12/14 Nil cost N/A Morgan A Shares DMGT 12 – option Deferred 10/12/19 Bonus Plan

Martin DMGT 77,272 The 06/12/20 06/12/13 Nil cost N/A Morgan A Shares DMGT 10 – option Executiv 06/12/17 e Bonus Scheme 2002

5 In order to cover the income tax and employee national insurance contribution arising on an exercise of his share options in relation to DMGT A Shares, it is intended that (as is routine) Martin Morgan sells a certain number of such shares, being in this case approximately 60,000 DMGT A Shares (such number to vary depending on the price per share). This sale will be after the publication of the Scheme Document but is expected to be prior to the Court Meeting. 6 David Nelson is a non-beneficial holder of these shares. 7 For the purposes of this paragraph 5.2(i) this does not include Viscount Rothermere or John Hemingway.

Page 52 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Martin DMGT 44,215 The 05/12/20 05/12/14 Nil cost N/A Morgan A Shares DMGT 11 – option Executiv 05/12/18 e Bonus Scheme 2002

Martin DMGT 9,538 The 08/12/20 08/12/06 6.0750 N/A Morgan A Shares DMGT 03 – 1997 08/12/13 Executiv e Share Option Scheme

Martin DMGT 10,462 The 08/12/20 08/12/06 6.0750 N/A Morgan A Shares DMGT 03 – 1997 08/12/13 Executiv e Share Option Scheme

Martin DMGT 7,134 The 06/12/20 06/12/07 7.2350 N/A Morgan A Shares DMGT 04 – 1997 06/12/14 Executiv e Share Option Scheme

Martin DMGT 12,866 The 06/12/20 06/12/07 7.2350 N/A Morgan A Shares DMGT 04 – 1997 06/12/14 Executiv e Share Option Scheme

Martin DMGT 52,500 The 01/01/20 3 months Nil N/A Morgan A Shares DMGT 07 commen Long cing on Term 01/01/14 Incentive # Plan (2001)

Page 53 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Martin DMGT 62,477 The 01/10/20 3 months Nil N/A Morgan A Shares DMGT 09 commen Long cing on Term 14/12/15 Incentive Plan (2008)

Martin DMGT 31,238 The 01/10/20 3 months Nil N/A Morgan A Shares DMGT 09 commen Long cing on Term 14/12/15 Incentive Plan (2008)

Martin DMGT 31,238 The 01/10/20 3 months Nil N/A Morgan A Shares DMGT 09 commen Long cing on Term 14/12/15 Incentive Plan (2008)

Martin DMGT 31,238 The 01/10/20 3 months Nil N/A Morgan A Shares DMGT 09 commen Long cing on Term 14/12/15 Incentive Plan (2008)

Martin DMGT 31,238 The 01/10/20 3 months Nil N/A Morgan A Shares DMGT 09 commen Long cing on Term 14/12/15 Incentive Plan (2008)

Martin DMGT 97,974 The 01/10/20 3 months Nil N/A Morgan A Shares DMGT 10 commen Long cing on Term 20/12/15 Incentive Plan (2008)

Page 54 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Martin DMGT 48,987 The 20/12/20 3 months Nil N/A Morgan A Shares DMGT 10 commen Long cing on Term 20/12/15 Incentive Plan (2008)

Martin DMGT 48,987 The 20/12/20 3 months Nil N/A Morgan A Shares DMGT 10 commen Long cing on Term 20/12/15 Incentive Plan (2008)

Martin DMGT 48,987 The 20/12/20 3 months Nil N/A Morgan A Shares DMGT 10 commen Long cing on Term 20/12/15 Incentive Plan (2008)

Martin DMGT 48,987 The 20/12/20 3 months Nil N/A Morgan A Shares DMGT 10 commen Long cing on Term 20/12/15 Incentive Plan (2008)

Martin DMGT 206,350 The 13/02/20 02/10/16 Nil N/A Morgan A Shares DMGT 12 * Long Term Incentive Plan (2012)

Martin DMGT 176,243 The 10/12/20 01/10/17 Nil N/A Morgan A Shares DMGT 12 * Long Term Incentive Plan (2012)

Page 55 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Stephen DMGT 22,588 The 10/12/20 10/12/14 Nil cost N/A Daintith A Shares DMGT 12 – options Deferred 10/12/19 Bonus Plan Stephen DMGT 24,201 The 05/12/20 05/12/14 Nil cost N/A Daintith A Shares DMGT 11 – options Executiv 05/12/18 e Bonus Scheme 2002 Stephen DMGT 17,421 The 01/01/20 01/01/14 Nil N/A Daintith A Shares DMGT 11 ** Long Term Incentive Plan (2008)

Stephen DMGT 146,453 The 13/02/20 02/10/16 Nil N/A Daintith A Shares DMGT 12 * Long Term Incentive Plan (2012)

Stephen DMGT 125,085 The 10/12/20 01/10/17 Nil N/A Daintith A Shares DMGT 12 * Long Term Incentive Plan (2012) Kevin DMGT 19,473 The 10/12/20 10/12/14 Nil cost N/A Beatty A Shares DMGT 12 – options Deferred 10/12/19 Bonus Plan Kevin DMGT 96,196 The 07/12/20 07/12/12 Nil cost N/A Beatty A Shares DMGT 09 – options Executiv 07/12/16 e Bonus Scheme 2002 Kevin DMGT 34,970 The 06/12/20 06/12/13 Nil cost N/A Beatty A Shares DMGT 10 – options Executiv 06/12/17

Page 56 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

e Bonus Scheme 2002

Kevin DMGT 17,069 The 05/12/20 05/12/14 Nil cost N/A Beatty A Shares DMGT 11 – options Executiv 05/12/18 e Bonus Scheme 2002 Kevin DMGT 20,000 The 08/12/20 08/12/06 6.0750 N/A Beatty A Shares DMGT 03 – 1997 08/12/13 Executiv e Share Option Scheme Kevin DMGT 30,000 The 06/12/20 06/12/07 7.2350 N/A Beatty A Shares DMGT 04 – 1997 06/12/14 Executiv e Share Option Scheme Kevin DMGT 46,181 The 01/10/20 3 months Nil N/A Beatty A Shares DMGT 09 commen Long cing on Term 14/12/15 Incentive Plan (2008) Kevin DMGT 23,091 The 14/12/20 3 months Nil N/A Beatty A Shares DMGT 12 commen Long cing on Term 14/12/15 Incentive Plan (2008) Kevin DMGT 23,091 The 14/12/20 3 months Nil N/A Beatty A Shares DMGT 12 commen Long cing on Term 14/12/15 Incentive Plan (2008) Kevin DMGT 23,091 The 14/12/20 3 months Nil N/A Beatty A Shares DMGT 12 commen Long cing on Term 14/12/15

Page 57 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Incentive Plan (2008)

Kevin DMGT 23,091 The 14/12/20 3 months Nil N/A Beatty A Shares DMGT 12 commen Long cing on Term 14/12/15 Incentive Plan (2008) Kevin DMGT 72,403 The 01/10/20 3 months Nil N/A Beatty A Shares DMGT 10 commen Long cing on Term 20/12/16 Incentive Plan (2008)

Kevin DMGT 36,202 The 20/12/20 3 months Nil N/A Beatty A Shares DMGT 13 commen Long cing on Term 20/12/16 Incentive Plan (2008) Kevin DMGT 36,202 The 20/12/20 3 months Nil N/A Beatty A Shares DMGT 13 commen Long cing on Term 20/12/16 Incentive Plan (2008) Kevin DMGT 36,202 The 20/12/20 3 months Nil N/A Beatty A Shares DMGT 13 commen Long cing on Term 20/12/16 Incentive Plan (2008) Kevin DMGT 36,202 The 20/12/20 3 months Nil N/A Beatty A Shares DMGT 13 commen Long cing on Term 20/12/16 Incentive Plan (2008)

Page 58 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

Kevin DMGT 152,494 The 13/02/20 02/10/16 Nil N/A Beatty A Shares DMGT 12 * Long Term Incentive Plan (2012) Kevin DMGT 130,246 The 10/12/20 01/10/17 Nil N/A Beatty A Shares DMGT 12 * Long Term Incentive Plan (2012) Paul DMGT 50,000 The 08/12/03 08/12/06 6.0750 N/A Dacre A Shares DMGT – 1997 08/12/13 Executiv e Share Option Scheme Paul DMGT 80,000 The 06/12/04 06/12/07 7.2350 N/A Dacre A Shares DMGT – 1997 06/12/14 Executiv e Share Option Scheme David DMGT 35,000 The 08/12/20 08/12/06 6.0750 N/A Dutton A Shares DMGT 03 – 1997 08/12/13 Executiv e Share Option Scheme David DMGT 40,000 The 06/12/20 06/12/07 7.2350 N/A Dutton A Shares DMGT 04 – 1997 06/12/14 Executiv e Share Option Scheme

Page 59 Name Class Number Descript Date of Exercise Exercise Option of shares ion grant period price (£) money paid or received

David DMGT 56,421 The 01/01/20 3 months Nil N/A Dutton A Shares DMGT 07 commen Long cing on Term 01/01/14 Incentive # Plan (2001)

* This is an award and so this date refers to the vesting date.

**As this is a recruitment award, this date refers to the vesting date. # Due to ambiguity in the rules, it is unclear whether the exercise period is 3 months commencing from 01/01/14 or 3 months from the notification to the relevant director of the extent to which the award has been realised.

(j) save as disclosed above, no persons acting, or presumed to be acting, in concert with DMGT had interests in, or rights to subscribe for, DMGT relevant securities, except as disclosed below:

Name Number of DMGT relevant securities

Equiniti Share Plan Trustees Limited 273,662 DMGT A Shares as trustee for the Daily Mail and General Trust 2010 Share Incentive Plan

Baccata Trustees Limited as trustee of 275 DMGT A Shares the Daily Mail and General Trust Employee Trust 2001 8

(k) no persons with whom DMGT or any person acting in concert with DMGT has any arrangement relating to relevant securities had an interest in, or right to subscribe for, DMGT relevant securities; and

(l) neither DMGT nor any person acting, or presumed to be acting, in concert with DMGT had borrowed or lent any DMGT relevant securities.

5.3 Dealings in DMGT relevant securities

During the disclosure period:

8 These shares were held by G&S Trustees Limited until their retirement and the appointment of Baccata Trustees Limited as trustee of the Daily Mail and General Trust Employee Trust 2001.

Page 60 (a) neither RCL nor any RCL Directors (including their close relatives, related trusts and connected companies) nor any persons acting, or presumed to be acting, in concert with RCL, dealt in DMGT relevant securities except as disclosed below:

Name Date of Nature of transaction and Price per security transaction number of DMGT relevant securities

RCL 12/07/2013 Acquisition by RCL of 584.99p (DMGT and EH 5,835,031 DMGT Ordinary Ordinary Shares) and Settlem Shares in exchange for 769.50p (DMGT A ent 6,564,409 DMGT A Shares Shares) with the EH Settlement

(b) save as disclosed above, no persons with whom RCL or any person acting, or presumed to be acting, in concert with it who has any arrangement in relation to relevant securities has dealt in DMGT relevant securities.

Between the commencement of the Offer Period and 3 September 2013 (being the last practicable date prior to the posting of this document):

(c) there were no dealings in DMGT relevant securities by DMGT;

(d) no DMGT Directors 9 (including their close relatives, related trusts and connected companies) dealt in DMGT relevant securities except as disclosed below:

Name Class Date Number of Purchase/Sale Nature shares Price (£)

Martin DMGT A 05/07/13 07 £7.8775 Dividend Morgan Shares reinvestment in SIP

Martin DMGT A 08/07/13 16 £7.49 Monthly share Morgan Shares purchase in SIP

Martin DMGT A 07/08/13 15 £8.25 Monthly share Morgan Shares purchase in SIP

Stephen DMGT A 05/07/13 05 £7.8775 Dividend Daintith Shares reinvestment in SIP

Stephen DMGT A 08/07/13 16 £7.49 Monthly share Daintith Shares purchase in SIP

9 For the purposes of paragraph 5.3(d) this does not include Viscount Rothermere or John Hemingway.

Page 61 Name Class Date Number of Purchase/Sale Nature shares Price (£)

Stephen DMGT A 07/08/13 15 £8.25 Monthly share Daintith Shares purchase in SIP

Kevin DMGT A 05/07/13 07 £7.8775 Dividend Beatty Shares reinvestment in SIP

Kevin DMGT A 08/07/13 16 £7.49 Monthly share Beatty Shares purchase in SIP

Kevin DMGT A 07/08/13 15 £8.25 Monthly share Beatty Shares purchase in SIP

David DMGT A 05/07/13 8 £7.8775 Dividend Dutton Shares reinvestment in SIP

David DMGT A 08/07/13 16 £7.49 Monthly share Dutton Shares purchase in SIP

David DMGT A 07/08/13 15 £8.25 Monthly share Dutton Shares purchase in SIP

(e) save as disclosed above, no persons acting, or presumed to be acting, in concert with DMGT dealt in DMGT relevant securities except as disclosed below:

Name Date of Nature of Number of Price per transaction transaction DMGT security relevant securities

Equiniti Share 7 July Transfer In 43 DMGT A 787.75p Plan Trustees Shares Limited as trustee for the Daily Mail and General Trust 2010 Share Incentive Plan

Equiniti Share 8 July 2013 Transfer In 4,736 DMGT 794.00 Plan Trustees A Shares Limited as trustee for the Daily Mail and General Trust 2010 Share

Page 62 Incentive Plan

Equiniti Share 7 August 2013 Transfer In 4,562 DMGT 825.00p Plan Trustees A Shares Limited as trustee for the Daily Mail and General Trust 2010 Share Incentive Plan

(f) no persons with whom DMGT or any person acting, or presumed to be acting, in concert with it who has any arrangement in relation to relevant securities has dealt in DMGT relevant securities;

(g) in the period commencing 12 months prior to the offer period and ending on 3 September 2013 (being the last practicable date prior to the posting of this document) DMGT has redeemed or purchased:

(i) between 29 November 2012 and 28 June 2013, a total of 10,357,391 DMGT A Shares, at an aggregate cost of £68,090,667.65 (being an average price of £6.5741 per share), under the share buy back programme announced by it on 22 November 2012. All shares purchased by DMGT under this programme are held in treasury. These share buy backs were announced on a Regulatory Information Service and such announcements can be found on DMGT’s website at www.dmgt.com; and

(ii) as announced on 21 December 2012 and 22 March 2013, 4,184,363 DMGT A Shares at a price of £5.4308 per share and 497,895 DMGT A Shares at a price of £6.8159 per share respectively, in order to replace treasury shares used to satisfy Risk Management Solutions option awards. These shares purchased by DMGT are held in treasury. These share buy backs were announced on a Regulatory Information Service and such announcements can be found on DMGT’s website at www.dmgt.com.

5.4 Interests in RCL relevant securities

As at the close of business on 3 September 2013 (being the last practicable date prior to the posting of this document):

(a) DMGT has no interest in or right to subscribe for RCL relevant securities;

(b) the DMGT Directors 10 (including their close relatives, related trusts and connected companies) have no interests in, or rights to subscribe for, RCL relevant securities; and

(c) Viscount Rothermere and John Hemingway (including their close relatives, related trusts and connected companies) have no interests in, or rights to subscribe for, RCL relevant securities except as disclosed below:

10 For the purposes of paragraph 5.4(b) this does not include Viscount Rothermere or John Hemingway.

Page 63 Name Number of RCL relevant securities

Viscount Rothermere and his 756,700 (representing 100 per cent. of the immediate family share capital of RCL)

5.5 Dealing in RCL relevant securities

Between the commencement of the Offer Period and 3 September 2013 (being the last practicable date prior to the posting of this document):

(a) there were no dealings in RCL relevant securities by DMGT;

(b) there were no dealings in RCL relevant securities by the DMGT Directors 11 (including their close relatives, related trusts and connected companies);

(c) there were no dealings in RCL relevant securities by Viscount Rothermere or John Hemingway (including their close relatives, related trusts and connected companies).

6. IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

6.1 RCL has received an irrevocable undertaking from Martin Morgan, an Independent DMGT Director, to vote in favour of the Scheme at the Court Meeting and the Resolutions in respect of 764 DMGT Ordinary Shares representing approximately 0.004 per cent. of the issued DMGT Ordinary Shares and 0.036 per cent. of the Relevant DMGT Ordinary Shares. RCL has also received an irrevocable undertaking from David Verey, another Independent DMGT Director, to vote in favour of the Scheme at the Court Meeting and the Resolutions in respect of 6,500 DMGT Ordinary Shares representing approximately 0.03 per cent. of the issued DMGT Ordinary Shares and 0.30 per cent. of the Relevant DMGT Ordinary Shares.

6.2 These irrevocable undertakings will cease to be binding if the Scheme lapses or is withdrawn.

6.3 RCL has also received a letter of intent from Aviva Investors Global Services Limited acting as agent in its capacity as investment manager for and behalf of certain of its clients to vote in favour of the Scheme in respect of 415,000 DMGT Ordinary Shares representing approximately 2.09 per cent. of the issued DMGT Ordinary Shares and 19.32 per cent. of the Relevant DMGT Ordinary Shares.

6.4 The irrevocable undertakings and letter of intent referred to in this paragraph 6 are in respect of an aggregate of 422,264 DMGT Ordinary Shares representing approximately 2.12 per cent. of the issued DMGT Ordinary Shares and 19.66 per cent. of the Relevant DMGT Ordinary Shares.

6.5 The DMGT Ordinary Shares held by RCL will not be voted at the Court Meeting. Accordingly, the Scheme will proceed only if the required majority of Relevant DMGT Ordinary Shareholders votes in favour of the Scheme.

11 For the purposes of paragraph 5.5(b) this does not include Viscount Rothermere or John Hemingway.

Page 64 7. SERVICE CONTRACTS AND LETTERS OF APPOINTMENT OF THE DMGT DIRECTORS

7.1 DMGT Executive Directors

The particulars of the current service contracts between DMGT and the DMGT Executive Directors are as follows. Save as disclosed, no such contract has been entered into or amended during the six months preceding publication of this document.

(a) Viscount Rothermere

Viscount Rothermere is employed by Associated Newspapers Holdings Limited under a contract dated 17 October 1994, effective from 1 November 1994. The contract provides that it may be terminated by either party giving one month’s notice. In the event that Viscount Rothermere’s employment is terminated without due notice or cause he would be entitled to compensation calculated by reference to his contractual entitlements during the unserved notice period.

Viscount Rothermere’s current salary is £773,500 p.a. Under the terms of his contract he is entitled to join the company pension scheme, but he has elected to take his pension benefits in the form of a cash allowance of 37 per cent. of salary. Viscount Rothermere receives taxable benefits comprising of a car/car allowance and a medical benefit at a cost to the Company. He receives an annual bonus with a maximum opportunity of 180 per cent. of salary and he is not required to defer any part of his bonus. Details of options and share awards held by Viscount Rothermere are included at pages 50 – 51.

(b) Martin William Howard Morgan

Martin William Howard Morgan is employed by DMGT under a contract dated 1 October 2008. His continuous service runs from 8 May 1989. The contract is terminable by either party giving 12 months’ notice. DMGT may, at its sole discretion, terminate the service contract without notice at any time by making a payment in lieu of notice (payable in a lump sum or in monthly instalments) equal to: (i) basic salary at the date of termination; (ii) a pension allowance equal to 37 per cent. of base salary; (iii) the cost to DMGT of all other benefits (excluding pension and bonus), or if the Company in its absolute discretion decides, a sum equal to the amount of benefits paid to Mr Morgan for the previous financial year as specified in the most recent annual report; (iv) the average of the annual bonuses awarded to Mr Morgan in the three immediately preceding completed financial years; and (v) pay in respect of accrued but untaken holiday. On termination, Mr Morgan is entitled to a bonus calculated under the terms of the DMGT Executive Bonus Scheme, reduced for each day of the financial year in respect of which Mr Morgan is no longer in employment. If Mr Morgan commences alternative employment at a basic annual salary of at least £20,000, for each month that instalments of the payment in lieu of notice remain payable, the amounts comprising the payment in lieu shall, in aggregate, be reduced by such sum as is equal to 50 per cent. of 1/12 th (or such other denominator equal to the applicable number of months comprising the notice period) of the basic salary in excess of £20,000 which Mr Morgan is entitled to receive from the alternative employment.

Mr Morgan’s current salary is £928,800 p.a. Under the terms of his contract he is entitled until his 65 th birthday to a monthly payment (or equivalent contribution to a pension arrangement of his choice) of 37 per cent. of his base salary in lieu of pension provision, which he receives as a cash allowance. He is also entitled under his contract to participate in the DMGT Medical Assurance Scheme, to receive a taxable medical benefit at a cost to the Company, to receive a car/car allowance and to participate in the DMGT Executive Bonus Plan (with a maximum opportunity of 100 per cent. of salary). He is required to defer any

Page 65 above target annual bonus into nil cost options for two years. Mr Morgan is entitled under the terms of his contract to participate in the DMGT long term incentive scheme at a level of at least 50 per cent. of his base salary. Details of options and share awards held by Mr Morgan are included at pages 52 – 55.

(c) Stephen Wayne Daintith

Stephen Wayne Daintith is employed by DMGT under a contract dated 1 July 2010 and a letter dated 4 January 2011. His continuous service runs from 1 January 2011. The contract is terminable by either party giving 12 months’ notice. DMGT may, at its sole discretion, terminate the service contract at any time by paying a sum in lieu of notice (payable in a lump sum or in monthly instalments) equal to: (i) basic salary; (ii) his pension allowance; (iii) the cost to DMGT of providing the other benefits (excluding pension allowance and bonus) he would have been entitled to during the notice period, or if the Company in its absolute discretion decides, a sum equal to the amount of benefits paid to Mr Daintith for the previous financial year as specified in the most recent annual report; and (iv) the average of the annual bonuses awarded to Mr Daintith in the three immediately preceding completed financial years (adjusted downwards to reflect any period of notice served). If Mr Daintith commences alternative employment at a basic annual salary of at least £20,000, for each month that instalments of the payment in lieu of notice remain payable, the amounts comprising the payment in lieu shall, in aggregate, be reduced by such sum as is equal to 50 per cent. of 1/12 th of the basic salary in excess of £20,000 which Mr Daintith is entitled to receive from the alternative employment.

Mr Daintith’s current salary is £659,200 p.a. Under the terms of his contract he is entitled to join DMGT’s AN PensionSaver Plan, but he has elected to receive a cash allowance of 30 per cent. in lieu of pension provision. He is also entitled under the terms of his contract to membership of DMGT’s healthcare scheme, a taxable medical benefit at a cost to the Company, an annual car allowance, and to participate in the DMGT Annual Bonus Scheme (with a maximum opportunity of 100 per cent. of salary as may be varied and approved by the Remuneration Committee). He is required to defer any above target annual bonus into nil cost options for two years. Mr Daintith is entitled to participate in the DMGT Long Term Incentive Plan. Details of options and share awards held by Mr Daintith are included at page 56.

(d) David Martin Maxfield Dutton

David Martin Maxfield Dutton is employed by Daily Mail and General Holdings Limited under a contract dated 27 November 2002. It is terminable by either party giving one year’s notice. Daily Mail and General Holdings Limited may, in its sole discretion, terminate the employment by making a payment in lieu of notice equal to basic salary for the unserved notice period (less sums required for tax and national insurance).

Mr Dutton’s current salary is £337,400 p.a. He receives a taxable medical benefit at a cost to the Company and an annual bonus with a maximum opportunity of 50 per cent. of salary. Under the terms of his contract he is entitled to awards under the DMGT Long Term Incentive Plan. Details of options and share awards held by Mr Dutton are included at pages 59 – 60.

(e) Paul Michael Dacre

Paul Michael Dacre is employed by Associated Newspapers Limited. His terms of service are set out in a memorandum dated 14 January 2013. Under the terms of the memorandum his

Page 66 employment is terminable on one year’s notice until 14 November 2012, and a residual term of service until 14 November 2013. He is entitled to a statutory notice period of three months.

Mr Dacre’s current salary is £1,311,975 p.a. Under the memorandum of terms of service he is entitled to an additional annual salary supplement of £500,000 for each complete year of service from age 60 to 65. He is entitled to an appropriate, fully expensed car, a fuel benefit, and a medical benefit at a cost to the Company. Mr Dacre is not entitled to participate in any commission or profit sharing arrangements. Mr Dacre received options under the DMGT 1997 Share Option Scheme. Details of options and share awards held by Mr Dacre are included at page 59.

(f) Kevin Joseph Beatty

Kevin Joseph Beatty is employed by Associated Newspapers Limited under a contract dated 17 May 2005. His employment commenced on 1 September 2004, although for pension purposes, his employment is treated as continuous from his initial appointment with a DMGT Group company on 1 August 1996. His contract is terminable by either party giving 12 months’ notice. In the event that Mr Beatty’s employment is terminated without due notice or cause he would be entitled to compensation calculated by reference to his contractual entitlements during the unserved notice period.

Mr Beatty’s current salary is £686,400 p.a. Under the terms of his contract he is entitled to participate in the DMGT Senior Executives Pension Fund but he has elected to receive a cash allowance of 37 per cent. of salary in lieu of pension provision. He receives taxable benefits comprising of car/car allowance and a medical benefit at a cost to the Company. Under the terms of his contract he is entitled to receive an annual discretionary bonus up to a maximum of 60 per cent. of his salary. He is required to defer any above target annual bonus into nil cost options for two years. He is eligible to participate in the DMGT Long Term Incentive Plan. Details of options and share awards held by Mr Beatty are included at pages 56 – 59.

7.2 DMGT Non-Executive Directors

The non-executive directors of DMGT are Francisco Pinto Balsemão, Nicholas William Berry, John Gwilym Hemingway, David Howard Nelson, Jo Ann Heidi Roizen, Dominique Trempont, David John Verey CBE and Andrew Herbert Lane (the “NEDs”). The NEDs were re-appointed with effect from 6 February 2013 for a period of one year. No compensation is payable upon early termination of these contracts.

The NEDs are each paid an annual fee of £35,000 and reimbursed for reasonable and properly incurred and documented expenses, plus an additional amount in respect of each board committee on which they serve. Mr Nelson and Mr Berry receive £25,000 and £22,000 respectively for their work in relation to the Remuneration Committee. The NEDs are eligible for a travel allowance of £4,000 for travel involving between 5 and 10 hours and £10,000 for travel involving more than 10 hours.

The engagement letters of Jo Ann Heidi Roizen and Dominique Trempont are in the process of being amended . The amendment letters will set out the terms of their appointments to the MailOnline Advisory Board (effective 1 March 2013) and the board of Risk Management Solutions Inc (effective 1 January 2012) respectively. Ms Roizen’s fee in respect of this appointment is $80,000 p.a., and Mr Trempont’s fee is $150,000 p.a.

Under the terms of the engagement letters the NEDs are entitled to fees in respect of each board committee on which they serve as follows:

Page 67

2013 Proposed Board / Committees Board Audit Nominations Remuneration

J G Hemingway £35,000 £14,000 £4,000

D H Nelson £35,000 £14,000 £4,000 £25,000

F P Balsemão £35,000 £4,000

D J Verey £35,000 £30,000

N W Berry £35,000 £14,000 £4,000 £22,000

D Trempont £35,000 £14,000

J A H Roizen £35,000

A Lane £35,000

2013 Proposed Board / Committees Investment Subsidiary + Travel Risk Totals & Finance Boards allowance 12

J G Hemingway £25,000 £78,000

D H Nelson £25,000 £99,000

F P Balsemão £39,000

D J Verey £8,000 £73,000

N W Berry £75,000

D Trempont $150,000 £144,750 c. £50,000 (£95,750)

J A H Roizen £8,000 $80,000 £93,000 c. £50,000 (£50,000)

A Lane £25,000 £60,000

TOTAL FEES £586,750

12 Travel allowance for flights between: 5-10 hours – £4,000 and over 10 hours – £10,000.

Page 68

In accordance with the DMGT Articles the DMGT Directors are all indemnified out of the assets of DMGT to the extent permitted by law in respect of liabilities incurred as a result of their office. DMGT also purchases and maintains a director’s and officer’s liability insurance policy.

It is noted that David Verey is also a senior adviser at Lazard.

8. DMGT SHARE SCHEMES

All DMGT share schemes relate to the DMGT A Shares and will therefore not be affected by the Proposal. No proposals will be made in relation to such share schemes.

9. MATERIAL CONTRACTS

9.1 RCL’s material contracts

Save as set out in this paragraph 9.1, RCL and its subsidiaries have not entered into any material contracts, other than contracts entered into in the ordinary course of business, since 1 July 2011 (being the date two years before the commencement of the Offer Period).

(a) RCL entered into a share exchange agreement dated 28 June 2013 with the trustees of the EH Settlement pursuant to which EH Settlement agreed to transfer all of the 5,835,031 DMGT Ordinary Shares owned by EH Settlement to RCL in exchange for 6,564,409 DMGT A Shares owned by RCL at an exchange ratio of 112.5 DMGT A Shares for every 100 DMGT Ordinary Shares. The transaction was completed on 12 July 2013.

(b) In order to regularise the internal ownership position of Associated Newspapers North America, Inc. so that 100 per cent. of its shares were owned by the DMGT Group, Harmsworth Trust Company (PTC) Limited (“HTC”), being a private trust company operated for the benefit of Viscount Rothermere and his immediate family, and acting as nominee for RCL, entered into a stock purchase agreement dated 10 January 2013 with DMG US, L.P. (“DMG”), a DMGT Group company. Pursuant to such agreement, DMG purchased all of the 68 shares of common stock of Associated Newspapers North America, Inc. owned by RCL for £90,000. The transfer of the shares was effective immediately.

9.2 DMGT’s material contracts

Save as set out in paragraph 9.1 of this Part VI and below, DMGT and its subsidiaries have not entered into any material contracts, other than contracts entered into in the ordinary course of business, since 1 July 2011 (being the date two years before the commencement of the Offer Period).

10. SIGNIFICANT CHANGE

10.1 Save as disclosed in this document, the Independent DMGT Directors are not aware of any significant change in the financial or trading position of DMGT which has occurred since 31 March 2013, being the date on which the last published financial information of DMGT was prepared.

Page 69

11. INCORPORATION BY REFERENCE

11.1 Parts of other documents are incorporated by reference in, and form part of, this document.

11.2 Part VII ( Financial and Ratings Information ) of this document sets out which sections of such documents are incorporated into this document.

11.3 A person who has received this document may request a copy of such documents incorporated by reference. A copy of any such documents or information incorporated by reference will not be sent to such persons unless requested from DMGT’s Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or by calling the Shareholder Helpline on 0871 384 2787 (from within the UK) or on +44 121 415 0096 (if calling from outside the UK). Calls to the 0871 384 2787 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposal nor give financial, tax, investment or legal advice.

12. OTHER INFORMATION

12.1 Lazard has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its name in the form and context in which they appear.

12.2 Rothschild has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its name in the form and context in which they appear.

12.3 No agreement, arrangement or understanding (including any compensation arrangement) exists (save for as disclosed in this document) between RCL or any person acting in concert with RCL for the purposes of the Proposal and any of the directors, recent directors, shareholders or recent shareholders of DMGT, or any person interested or recently interested in DMGT Ordinary Shares, having any connection with or dependence upon, or which is conditional on the outcome of the Proposal. There is no agreement, arrangement or understanding whereby any Relevant DMGT Ordinary Shares to be acquired by RCL pursuant to the Scheme will be transferred to any other person.

12.4 Save for the irrevocable undertakings given by Martin Morgan and David Verey and the letter of intent from Aviva Investors Global Services Limited acting as agent in its capacity as investment manager for and behalf of certain of its clients, there are no arrangements of the kind referred to in Note 11 of the definition of acting in concert in the Code which exist between RCL, or any person acting in concert with RCL, and any other person or between DMGT, or any person acting in concert with DMGT, and any other person.

12.5 Settlement of the New A Shares to which each Relevant DMGT Ordinary Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme without regard to any lien or right of set-off, counterclaim or other analogous right to which RCL may otherwise be or claim to be, entitled against any such Relevant DMGT Ordinary Shareholder.

Page 70

12.6 The aggregate fees and expenses which are expected to be incurred by RCL in connection with the Proposal are estimated to amount to £441,500 plus applicable VAT. This aggregate number consists of the following categories:

financial and corporate broking advice: £75,000 plus applicable VAT;

legal advice: £357,500 plus applicable VAT;

accounting advice: £9,000 plus applicable VAT;

public relations advice: nil;

other professional services: nil; and

other costs and expenses: nil.

12.7 The aggregate fees and expenses which are expected to be incurred by DMGT in connection with the Proposal are estimated to amount to approximately £937,000 plus applicable VAT. This aggregate number consists of the following categories:

financial and corporate broking advice: £270,000 plus applicable VAT;

legal advice: £595,000 plus applicable VAT (1) ; accounting advice: £30,000 plus applicable VAT; public relations advice: nil; (2)

other professional services: nil; (2) ; and other costs and expenses: £42,000 plus applicable VAT.

______

(1) These services are charged by reference to hourly rates. Amounts included here reflect the time incurred up to the latest practicable date prior to the publication of this document and estimate of further time required. (2) No extra fees will be incurred by DMGT for these services directly in connection with the Proposal.

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available on DMGT’s website at www.dmgt.com during the course of the Proposal:

13.1 the DMGT Articles;

13.2 the memorandum and articles of association of RCL;

13.3 the material contracts referred to in paragraph 9.1(a) of this Part VI;

13.4 the irrevocable undertakings and letter of intent referred to in paragraph 6 of this Part VI;

13.5 the written consents referred to in paragraph 12.1 and 12.2 of this Part VI; and

13.6 this document (including any documents incorporated herein by reference) and the Forms of Proxy.

Page 71

PART VII

FINANCIAL AND RATINGS INFORMATION

Part A : Financial information relating to DMGT

The following sets out financial information in respect of DMGT as required by Rule 24.3 of the Code. The documents referred to below, the contents of which have previously been announced through a Regulatory Information Service, are incorporated into this document by reference pursuant to Rule 24.15 of the Code:

(a) the audited accounts of DMGT for the financial year ended 30 September 2012 are set out on pages 81 to 186 (both inclusive) in DMGT’s annual report for the financial year ended on 30 September 2012 available from DMGT’s website at www.dmgt.com ;

(b) the audited accounts of DMGT for the financial year ended 30 September 2011 are set out on pages 79 to 180 (both inclusive) in DMGT’s annual report for the financial year ended 30 September 2011 available from DMGT’s website at www.dmgt.com ; and

(c) copies of any interim statements and preliminary announcements made by DMGT since the date of its last published audited accounts available from DMGT’s website at www.dmgt.com .

Part B : DMGT ratings information

Since the Offer Period began, DMGT has had a long-term corporate issuer rating of BBB- from Fitch with a stable outlook and a long-term corporate issuer rating BB+ from Standard & Poors with a positive outlook.

Part C : Financial information relating to RCL

RCL does not publish audited consolidated accounts.

Part D : RCL ratings information

No such ratings are available.

No incorporation of website information

Save as expressly referred to herein, neither the content of DMGT’s websites, nor the content of any website accessible from hyperlinks on DMGT’s website, is incorporated into, or forms part of, this document.

Page 72

PART VIII

BASES AND SOURCES

1. References to the issued share capital of DMGT (whether in respect of the total issued share capital, the issued ordinary voting share capital or the issued non-voting A ordinary share capital) are references to the undiluted issued share capital of DMGT and are references to the number of the relevant shares in issue (including shares held in treasury unless otherwise stated) as at the close of business on 3 September 2013, being the last practicable date prior to posting of this document. The International Securities Identification Number for DMGT Ordinary Shares is GB0009458117 and the International Securities Identification Number for DMGT A Shares is GB0009457366.

2. The value of the Scheme per Relevant DMGT Ordinary Share is calculated on the basis of the Closing Price of a DMGT A Share on 13 August 2013, being the last Business Day prior to the Announcement Date, of 923 pence.

3. The financial information relating to DMGT is extracted from the audited consolidated financial statements of DMGT for the relevant years, prepared in accordance with International Financial Reporting Standards, from DMGT’s Half Yearly Financial Report and from DMGT’s Interim Management Statement.

4. Shares in the RCL / EH Settlement transaction and the resulting RCL holding of DMGT Ordinary Shares are as per the TR-1 Notification of Major Interest in Shares release dated 1 July 2013.

5. All prices for DMGT Ordinary Shares and DMGT A Shares have been derived from the Daily Official List of the London Stock Exchange and represent Closing Prices on the relevant date(s).

6. The liquidity, trading volumes and volume weighted average price data relating to DMGT Ordinary Shares and DMGT A Shares are derived from data provided by Factset.

7. The premium calculations to the price per DMGT Ordinary Share have been calculated by reference to:

••• a price of 820 pence per DMGT A Share, being the Closing Price on 13 August 2013, the last Business Day prior to the Announcement, as derived from data provided by the London Stock Exchange;

••• a price of 666 pence per DMGT Ordinary Share, being the Closing Price on 13 August 2013, the last Business Day prior to the Announcement, as derived from data provided by the London Stock Exchange;

••• a price of 585 pence per DMGT Ordinary Share, being the Closing Price on 28 June 2013, being the last Business Day prior to the offer period, as derived from data provided by the London Stock Exchange; and

••• a price of 638 pence per DMGT Ordinary Share, being the volume weighted average price over the twelve months up to and including 13 August 2013, the last Business Day prior to the Announcement, as derived from data provided by FactSet.

8. Information relating to RCL has been provided by persons duly authorised by the RCL board.

Page 73

9. As at 3 September 2013 (being the last practicable date prior to the posting of this document), the Deferred Shares will represent 0.07 per cent. of the issued share capital of the Company (excluding treasury shares). However, as more fully described in paragraph 10 of Part II (Explanatory Statement), it is intended that the Deferred Shares will only be in existence for a short period of time.

10. As at 3 September 2013 (being the last practicable date prior to the posting of this document), the New Interim Shares will represent 0.07 per cent. of the issued share capital of the Company (excluding treasury shares). However, as more fully described in paragraph 10 of Part II (Explanatory Statement), it is intended that the New Interim Shares will exist only momentarily upon the Scheme becoming effective, before being reclassified as New A Shares.

11. As at 3 September 2013 (being the last practicable date prior to the posting of this document), DMGT has 20,412,954 DMGT A Shares in treasury, representing 5.5 per cent. of the total share capital in issue (excluding treasury shares).

Page 74

PART IX

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise.

“£”, or “pounds sterling” or the lawful currency of the United Kingdom “pence”

“$” or dollars the lawful currency of the United States

“Adjusted Operating Profit” adjusted operating profit from continuing and discontinued operations and before exceptional items, other gains and losses, impairment of goodwill and intangible assets, and amortisation of intangible assets arising on business combinations

“Adjusted Profit Before Tax” adjusted profit before tax from continuing and discontinued operations and before exceptional items, impairment of goodwill and intangible assets, and amortisation of intangible assets arising on business combinations

“Announcement” the announcement of the Proposal made in accordance with Rule 2.7 of the Code on the Announcement Date

“Announcement Date” 14 August 2013

“Article” an article of the DMGT Articles

“B2B” business-to-business

“B2C” business-to-consumer

“business day” a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for the transaction of business in London, United Kingdom

“Capital Reductions” the First Capital Reduction and the Second Capital Reduction

“certificated” or “in certificated in relation to a share or other security which is not in form” uncertificated form (that is, not in CREST)

“Certificated Holder” a Relevant DMGT Ordinary Shareholder who holds his Relevant DMGT Ordinary Shares in certificated form

“Closing Price” the closing middle market quotations of a share derived from the Daily Official List of the London Stock Exchange

“Code” the UK City Code on Takeovers and Mergers

Page 75

“Companies Act” the UK Companies Act 2006 (as amended)

“Company” or “DMGT” Daily Mail and General Trust plc, incorporated in England and Wales with registered number 184594

“Conditions” the conditions to the implementation of the Proposal (including the Scheme) as set out in Part IV (Conditions and Certain Further Terms of the Scheme and the Proposal ) of this document

“Court” the High Court of Justice of England and Wales

“Court Hearing” the hearing or hearings by the Court of the claim form to sanction the Scheme, to confirm the Capital Reductions and to grant the Court Order(s)

“Court Meeting” the meeting of Relevant DMGT Ordinary Shareholders to be convened pursuant to an order of the Court for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjourned meeting

“Court Order(s)” the order(s) of the Court sanctioning the Scheme and confirming the related Capital Reductions

“CREST” the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form

“CREST Manual” the CREST manual referred to its agreement entered into by Euroclear

“CREST Proxy Instruction” the appropriate CREST message properly authenticated in accordance with Euroclear’s specifications and which contains the information required for such instructions, as described in the CREST Manual

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time

“Daily Official List” the daily official list of the London Stock Exchange

“Dealing Disclosure” an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer

“Deferred Shares” the non-voting deferred shares of 12.5 pence each in the capital of DMGT

“Disclosure and Transparency the disclosure and transparency rules of the FCA made Rules” in accordance with section 73A of the FSMA, as amended from time to time

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“DMGT ADRs” American depositary receipts, each representing one DMGT A Share

“DMGT A Shareholders” the holders of DMGT A Shares

“DMGT A Shares” the non-voting A ordinary shares of 12.5 pence each in the capital of DMGT

“DMGT Articles” the articles of association of DMGT from time to time

“DMGT Directors” the directors of DMGT

“DMGT’s Registrar” Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

“DMGT Group” DMGT and its subsidiaries and subsidiary undertakings

“DMGT Ordinary Shareholders” the holders of DMGT Ordinary Shares “DMGT Ordinary Shares” the voting ordinary shares of 12.5 pence each in the capital of DMGT

“DMGT Shareholders” the holders of DMGT Shares

“DMGT Shares” DMGT Ordinary Shares and DMGT A Shares

“Effective Date” the date on which the Scheme becomes effective in accordance with its terms

“EH Settlement” The Esmond Harmsworth 1998 Settlement

“Euroclear” Euroclear UK & Ireland Limited, a private limited company incorporated in England and Wales with registered number 02878738

“Financial Conduct Authority” or the UK Financial Conduct Authority “FCA”

“First Capital Reduction” the reduction of DMGT’s share capital under Section 648 of the Companies Act provided for by Clause 2.2 of the Scheme

“Forms of Proxy” the form of proxy in connection with each of the Court Meeting and the General Meeting, which accompany this document

“FSMA” the Financial Services and Markets Act 2000 (as amended)

“General Meeting” the general meeting of DMGT Ordinary Shareholders to be convened in connection with the Scheme and the Capital Reductions, including any adjourned meeting

“HMRC” Her Majesty’s Revenue and Customs

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“holder” includes a person entitled by transmission

“Independent Committee” the independent committee of the board of the Company established in accordance with DMGT’s Articles to review the Company’s resultant actions arising from the transaction between RCL and EH Settlement announced by the Company on 1 July 2013

“Independent DMGT Directors” the members of the Independent Committee of the board of directors of DMGT, being the DMGT Directors other than Viscount Rothermere, John Hemingway, David Nelson and Andrew Lane

“Interim Shares” the interim ordinary shares of 12.5 pence each in the capital of DMGT

“Lazard” Lazard & Co., Limited, independent financial advisers to the Independent DMGT Directors, in accordance with Rule 3.1 of the Code “Listing Rules” the listing rules of the FCA made in accordance with section 73A of the FSMA, as amended from time to time

“London Stock Exchange” London Stock Exchange plc

“Long Stop Date” 31 January 2014 or such later date as RCL and the Independent DMGT Directors may, with the consent of the Panel, agree and, if required, the Court may approve

“members” in relation to a share or other security, members of the Company on the register of members at any relevant date

“New A Share” has the meaning given to it in Clause 3.1 of the Scheme as set out in Part III (The Scheme of Arrangement )

“New Interim Shares” the new Interim Shares to be allotted and issued to Relevant DMGT Ordinary Shareholders (as appearing in the register of members of the Company at the Scheme Record Time) pursuant to Clause 2.3 of the Scheme as set out in Part III (The Scheme of Arrangement ) in their capacity as holders of Interim Shares

“Offer Period” means the period commencing on 1 July 2013

“Official List” the Official List of the FCA

“Opening Position Disclosure” an announcement pursuant to Rule 8 of the Code containing details of certain persons’ interests in relevant securities of a party to an offer

“Panel” the Panel on Takeovers and Mergers

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“Proposal” the recommended proposal for the reorganisation of the share capital of DMGT resulting in the holding by RCL of all of the issued and to be issued DMGT Ordinary Shares not already owned by RCL, to be effected by means of the Scheme

“RCL” Rothermere Continuation Limited, incorporated in Bermuda with registered number 20361

“RCL Concert Party” RCL, together with the parties presumed by the Panel to be acting in concert with it

“RCL Directors” the board of directors of RCL as at the date of this document

“RCL Shares” the ordinary shares of £0.01 each in the capital of RCL

“Registrar of Companies” the Registrar of Companies in England and Wales

“Relevant DMGT A Shares” 2,416,847 of the issued DMGT A Shares held by RCL as at the Scheme Record Time

“Relevant DMGT Ordinary the holders of Relevant DMGT Ordinary Shares (or, Shareholders” following Clause 1.1 of the Scheme as set out in Part III (The Scheme of Arrangement ) having taken effect, Interim Shares)

“Relevant DMGT Ordinary the issued DMGT Ordinary Shares not already owned Shares” by RCL as at the date of this document “Relevant RCL DMGT Ordinary the number of DMGT Ordinary Shares which is equal Shares” to:

268,538 DMGT Ordinary Shares less such number of DMGT Ordinary Shares as have an aggregate market value (based on the closing middle market quotation of a DMGT Ordinary Share derived from the Daily Official List of the London Stock Exchange plc) at the Scheme Record Date of £33,567.25 (rounded to the nearest whole number of DMGT Ordinary Shares)

“Resolutions” the resolutions set out in the notice of the General Meeting

“Restricted Jurisdiction” any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Proposal is sent or made available to DMGT Ordinary Shareholders or DMGT A Shareholders in that jurisdiction

“RIS” or “Regulatory Information an information service that is approved by the FCA and Service” on the FCA’s list of Registered Information Services

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“Scheme” the scheme of arrangement as set out in Part III (The Scheme of Arrangement ) in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by the Company and RCL

“Scheme Record Date” the day immediately preceding the Effective Date

“Scheme Record Time” 6.00 p.m. on the Scheme Record Date

“Scheme Voting Record Time” 6.00 p.m. on the day which is two business days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two business days before the date set for the adjourned Court Meeting

“SDRT” UK stamp duty reserve tax

“Second Capital Reduction” the reduction of DMGT’s share capital under Section 648 of the Companies Act provided for by Clause 4 of the Scheme

“Shareholder Meetings” the Court Meeting and the General Meeting, and “Shareholder Meeting” means either one of them

“Share Reorganisation” the reorganisation of the Company’s share capital comprising the steps set out in Clauses 1 to 4 (inclusive) of the Scheme to be effected pursuant to the Scheme

“Statements of Capital” the statements of capital (approved by the Court) showing, with respect to DMGT’s share capital, as altered by the Court Order(s), the information required by section 649 of the Companies Act

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

“UK Listing Authority” the FCA acting in its capacity as the competent authority for listing under the FSMA

“uncertificated” or “in in relation to a share or other security, recorded on the uncertificated form” relevant register of the share or other security concerned as being held in uncertificated form in CREST and title to which by virtue of the CREST Regulations may be transferred by means of CREST

“Uncertificated Holder” a Relevant DMGT Ordinary Shareholder who holds his Relevant DMGT Ordinary Shares in uncertificated form

“United States” or “US” the United States of America, its territories and possessions, any state of the United States and the District of Columbia

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“US Exchange Act” the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder

“US Securities Act” the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

For the purposes of this document, “subsidiary”, “subsidiary undertaking”, “undertaking”, “associated undertaking” have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this document. All references to time in this document are to London time unless otherwise stated. Where the context so admits or requires, the plural includes the singular and vice versa .

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PART X

NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT THE HONOURABLE MR JUSTICE MORGAN

No. 6129 of 2013

IN THE MATTER OF DAILY MAIL AND GENERAL TRUST PLC

- and -

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an Order dated 5 September 2013 made in the above matters, the Court has given permission for a meeting to be convened of the holders of the Relevant DMGT Ordinary Shares (as defined in the scheme of arrangement hereinafter mentioned) for the purpose of considering and, if thought fit, approving (with or without modification and subject to the passing of the Resolutions to be proposed at the General Meeting (as defined in the circular sent to DMGT Shareholders in relation to the Scheme, as defined below)), a scheme of arrangement (the “Scheme”) proposed to be made between Daily Mail and General Trust plc (the “Company”), Rothermere Continuation Limited and the Relevant DMGT Ordinary Shareholders (as defined in the Scheme), and that such meeting shall be held at The Roof Gardens, 99 Kensington High Street (entrance on Derry Street), London W8 5SA on 3 October 2013 at 10.00 a.m. at which place and time all holders of Relevant DMGT Ordinary Shares (as defined in the Scheme) are requested to attend either in person or by proxy. A copy of the said Scheme and a copy of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act are incorporated in the document of which this notice forms part. Terms defined in the said Scheme have the same meanings in this notice. Relevant DMGT Ordinary Shareholders entitled to attend and vote at the meeting may vote in person at the Court Meeting or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead. A BLUE Form of Proxy for use at the meeting is enclosed with this notice. Relevant DMGT Ordinary Shareholders are entitled to appoint a proxy in respect of some or all of their shares. Relevant DMGT Ordinary Shareholders are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. A space has been included in the BLUE Form of Proxy to allow Relevant DMGT Ordinary Shareholders to specify the number of shares in respect of which that proxy is appointed. Relevant DMGT Ordinary Shareholders who return the BLUE Form of Proxy duly executed but leave this space blank shall be deemed to have appointed the proxy in respect of all their Relevant DMGT Ordinary Shares. Relevant DMGT Ordinary Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company’s Registrars, Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (the “Company’s Registrars”) for further BLUE Forms of Proxy or photocopy the Form of Proxy as required. Such holders should also read the “Multiple Proxy Voting Instructions” set

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out in the BLUE Form of Proxy, and note the principles that shall be applied in relation to multiple proxies. It is requested that BLUE Forms of Proxy (together with any power of attorney or authority under which they are signed, or a duly certificated copy of such power of attorney or other authority) be lodged with the Company’s Registrars at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by no later than 10.00 a.m. on 1 October 2013, or in the case of an adjourned meeting, by no later than 48 hours (excluding any part of a day that is not a working day) before the time appointed for the said meeting, but if forms are not so lodged they may be handed to the Company’s Registrars or the Chairman at the meeting. Relevant DMGT Ordinary Shareholders entitled to attend and vote at the meeting may appoint a proxy electronically by logging on to the website of the Company’s Registrars at www.sharevote.co.uk and entering the voting ID, task ID and shareholder reference number shown on their Form of Proxy. Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Information is also included in the instructions included on the Form of Proxy. Relevant DMGT Ordinary Shareholders who hold Relevant DMGT Ordinary Shares in uncertificated form (that is, in CREST) and who wish to appoint a proxy or proxies for the Court Meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so by following the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 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.

In order for a proxy appointment or instruction made by means of CREST 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 instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti Limited (ID RA19) by no later than 48 hours (excluding any part of a day that is not a working day) prior to the Court Meeting. 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 Applications Host) from which Equiniti Limited are 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.

CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note that Euroclear does not make available special procedures in CREST for any particular messages. 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(s), to procure that his 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 sponsor or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

DMGT may treat as invalid a CREST Proxy Instruction in the circumstances set out in the CREST Regulations.

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Completion of the BLUE Form of Proxy or the appointment of a proxy or proxies electronically or through CREST shall not prevent a holder of Relevant DMGT Ordinary Shares from attending and voting at the meeting or any adjournment thereof. In the case of joint holders, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. As an alternative to appointing a proxy, any Relevant DMGT Ordinary Shareholder which is a corporation may vote by a corporate representative in accordance with the Companies Act. Entitlement to attend and vote at the meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members of the Company at 6.00 p.m. London time on the day which is two business days before the date of the meeting or adjourned meeting (as the case may be). In each case, changes to the register of members of the Company after such time shall be disregarded. By the said order, the Court has appointed David John Verey or, failing him, any other Independent DMGT Director, to act as Chairman of the said meeting and has directed the chairman to report the result thereof to the Court. The Scheme will be subject to the subsequent sanction of the Court. Dated 5 September 2013. Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HS United Kingdom

Solicitors for the Company

Notes:

1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies 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 Court Meeting. 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.

2. The statement of the rights of shareholders in relation to the appointment of proxies in this notice does not apply to Nominated Persons. The rights described in this notice can only be exercised by shareholders of the Company.

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PART XI

NOTICE OF GENERAL MEETING

DAILY MAIL AND GENERAL TRUST PLC

(Registered in England and Wales No. 184594)

NOTICE IS HEREBY GIVEN that a GENERAL MEETING (“General Meeting”) of Daily Mail and General Trust plc (the “Company”) shall be held at The Roof Gardens, 99 Kensington High Street (entrance on Derry Street), London W8 5SA on 3 October 2013 at 10.15 a.m. (or as soon thereafter as the Court Meeting (as defined in the document of which this notice forms part, being the “Scheme Document”) convened for 10.00 a.m. on the same day and at the same place has concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolutions, of which Resolution 1 will be proposed as an ordinary resolution and Resolutions 2 and 3 will be proposed as special resolutions and each will be taken on a poll. Defined terms in this notice, unless otherwise defined, shall have the meaning given to them in the Scheme Document.

ORDINARY RESOLUTION

1. THAT the directors of the Company be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot new deferred shares of 12.5 pence each having the rights, privileges and restrictions set out in the Company’s articles of association as proposed to be amended pursuant to Resolution 2 below (the “Deferred Shares”), provided that: (1) the maximum aggregate nominal amount of shares which may be allotted under this authority shall be £50,000; (2) this authority shall expire (unless previously revoked, varied or renewed) on the fifth anniversary of the date on which this resolution is passed; and (3) this authority shall be in addition, and without prejudice, to any other authority under the said Section 551 previously granted and in force on the date on which this resolution is passed.

SPECIAL RESOLUTION

2. THAT , subject to and with effect from the passing of Resolution 1 above, the articles of association of the Company be amended by the adoption and inclusion of the following new Article 12A:

“12A Deferred Shares

(a) The rights and restrictions attaching to the Deferred Shares are as set out in Articles 12A(b) to 12A(h) (inclusive).

(b) The Deferred Shares shall not be transferrable and shall be capable of being held only by Rothermere Continuation Limited.

(c) Subject to Article 12A(e), the holder of the Deferred Shares shall have no right to receive any dividend or other distribution whether of capital or income.

(d) The Deferred Shares shall confer no right on the holder of the Deferred Shares to receive notice of, or to attend or vote at, any general meeting of the Company, but shall confer on each holder thereof a right to receive notice of

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and to attend and to vote at any separate class meeting of the holders of Deferred Shares.

(e) On a return of capital in a liquidation, but not otherwise, the Deferred Shareholders shall have the right to receive the nominal amount of each such Deferred Share held, but only after the holder of each other share that is not a Deferred Share (each, an “Other Share”) in the capital of the Company shall have received the amount paid up or credited as paid up on each such Other Share and the holders of the Deferred Shares shall not be entitled to any further participation in the assets or profits of the Company.

(f) A reduction by the Company of the capital paid up or credited as paid up on the Deferred Shares and the cancellation of such Deferred Shares will be treated as being in accordance with the rights attaching to the Deferred Shares and will not involve a variation of such rights for any purpose, and the Company will be authorised at any time, without obtaining the consent of the holders of the Deferred Shares, to reduce its capital (in accordance with the Act).

(g) The rights, limitations and restrictions attaching to the Deferred Shares shall not be, and shall not be deemed to be, varied or abrogated in any way by:

(i) a reduction or cancellation of all or part of the share capital of the Company;

(ii) any repurchase by the Company of any of the Other Shares;

(iii) the creation, allotment or issue of further shares ranking subsequent to, pari passu with, or in priority to any of the Other Shares, or any of the Deferred Shares;

(iv) the subdivision, consolidation, conversion or redesignation of any of the Other Shares or any of the Deferred Shares; or

(v) any alteration or amendment to these Articles or the adoption of new articles of association in substitution for, and to the exclusion of, these Articles .

(h) The Company shall have an irrevocable authority from each holder of the Deferred Shares at any time to do all or any of the following without obtaining the sanction of the holder or holders of the Deferred Shares:

(i) to appoint any person to execute on behalf of any holder of Deferred Shares a transfer of all or any of those shares and/or an agreement to transfer the same (without making any payment for them) to such person or persons as the Company may determine;

(ii) to purchase all or any of the Deferred Shares in accordance with the Act without obtaining the consent of the holders of those shares, in consideration of the payment to each of the holders whose shares are purchased of an amount equal to the nominal value in respect of all the Deferred Shares then being purchased;

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(iii) for the purposes of any such purchase, to appoint any person to execute a contract for the sale of any such shares to the Company on behalf of any holder of Deferred Shares;

(iv) to cancel all or any of the Deferred Shares purchased in accordance with the Act; and

(v) pending any such transfer, purchase or cancellation, to retain the certificates for all or any of the Deferred Shares.”

3. THAT, subject to the passing of Resolutions 1 and 2 (and notwithstanding anything to the contrary in the articles of association of the Company), for the purpose of giving effect to the scheme of arrangement dated 7 September 2013 between the Company, Rothermere Continuation Limited and the Relevant DMGT Ordinary Shareholders (as defined in the said scheme of arrangement), a print of which has been produced to this meeting and for the purposes of identification signed by the Chairman thereof, in its original form or subject to any modification, addition or condition agreed by the Company and RCL and approved or imposed by the Court (the “Scheme”):

3.1 the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into full effect;

3.2 each of the Relevant DMGT Ordinary Shares (as defined in the Scheme) be reclassified as an interim ordinary share of 12.5 pence having the rights, privileges and restrictions set out in the Company’s articles of association as proposed to be amended pursuant to paragraph 3.3 below (each, an “Interim Share”);

3.3 the articles of association of the Company be amended by:

(a) the adoption and inclusion of the following new Article 12B:

“12B Interim Shares

(a) The Interim Shares shall have the same rights and privileges and be subject to the same restrictions as the ordinary voting shares of the Company save that:

(i) the holders of the Interim Shares shall also have the right to:

(A) receive notice of, and to attend, any class meeting of the ordinary voting shares of the Company;

(B) demand a poll in relation to any resolution put to the vote of a general meeting of the Company; and

(C) receive at least 21 clear days’ notice of any general meeting of the Company; and

(ii) [Left intentionally blank]

(b) A reduction by the Company of the capital paid up or credited as paid up on the Interim Shares and the cancellation of such Interim Shares will not involve a variation of such rights for any purpose, and the Company will be authorised at any time, without obtaining the consent of the holders of the Interim Shares, to reduce its capital (in accordance with the Act).

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(c) The rights, limitations and restrictions attaching to the Interim Shares shall not be, and shall not be deemed to be, varied or abrogated in any way by:

(i) a reduction or cancellation of all or part of the share capital of the Company;

(ii) any repurchase by the Company of any of the other shares in the capital of the Company;

(iii) the creation, allotment or issue of further shares ranking subsequent to, pari passu with, or in priority to any of the other shares in the capital of the Company, or any Interim Shares;

(iv) the subdivision, consolidation, conversion or redesignation of any of the other shares in the capital of the Company or any of the Interim Shares; or

(v) any alteration or amendment to these Articles or the adoption of new articles of association in substitution for, and to the exclusion of, these Articles .”;

(b) the addition of the words “Subject to Article 12B(a),” at the beginning of the second sentence of Article 54 (Notice of General Meetings); and

(c) the addition of a new sub-paragraph (e) to Article 75 (Proceedings at General Meetings) which states “by the holder of an Interim Share pursuant to the provisions of Article 12B(a).”;

3.4 subject to and forthwith upon the reclassification referred to in paragraph 3.2 having become effective, each of the Relevant DMGT A Shares (as defined in the Scheme) shall be reclassified as a DMGT Ordinary Share (as defined in the Scheme) ranking pari passu in all respects with the issued DMGT Ordinary Shares;

3.5 subject to and forthwith upon the reclassification referred to in paragraph 3.4 having become effective, the articles of association of the Company be amended by the inclusion of a new paragraph 12(B)(a)(ii) in substitution for the words “[Left intentionally blank]” which shall read as follows:

“( ii) the holders of Interim Shares shall have no right to vote at general meetings of the Company .”

3.6 subject to and forthwith upon the amendment to the articles of association of the Company referred to in paragraph 3.5 having become effective, the share capital of the Company be reduced by cancelling and extinguishing all of the Deferred Shares;

3.7 subject to and forthwith upon on the reduction of capital referred to in paragraph 3.6 above having taken effect (and notwithstanding anything to the contrary in the articles of association of the Company):

(a) the reserve arising in the books of account of the Company as a result of the cancellation of the Deferred Shares shall be capitalised and applied in paying up in full such number of new Interim Shares as shall be equal to the number of Deferred Shares cancelled pursuant to paragraph 3.6 above and such new Interim Shares (the “New Interim Shares”) shall be allotted, issued and credited as fully paid (free from all liens, charges, encumbrances, rights of pre-emption, equitable interests and other

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third party rights of any nature whatsoever) to the Relevant DMGT Ordinary Shareholders (as appearing on the register of members of the Company at the Scheme Record Time) pro rata in proportion to their holdings of Interim Shares (but subject to such arrangements as the board of the directors of DMGT may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter);

(b) the directors of the Company be generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot the New Interim Shares referred to in sub-paragraph 3.7(a) above, provided that: (1) the maximum aggregate nominal amount of shares which may be allotted under this authority shall be the aggregate nominal amount of the New Interim Shares created pursuant to paragraph 3.7(a) above; (2) this authority shall expire (unless previously revoked, varied or renewed) on the fifth anniversary of the date on which this resolution is passed; and (3) this authority shall be in addition, and without prejudice, to any other authority under the said Section 551 previously granted and in force on the date on which this resolution is passed; and

(c) with effect from the passing of this resolution, the articles of association of the Company be amended by the deletion of Article 12A;

3.8 subject to and forthwith upon the allotment and issue of the New Interim Shares pursuant to paragraph 3.7 above having taken place (and notwithstanding anything to the contrary in the DMGT Articles):

(a) each of the Interim Shares shall be reclassified as a DMGT A Share ranking pari passu in all respects with the issued DMGT A Shares; and

(b) the articles of association of the Company be amended by:

(i) the deletion of Article 12B;

(i) the removal of the words “Subject to Article 12B(a),” at the beginning of the second sentence of Article 54 (Notice of General Meetings); and

(iii) the removal of sub-paragraph (e) to Article 75 (Proceedings at General Meetings) which states “by the holder of an Interim Share pursuant to the provisions of Article 12B(a).”; and

3.9 subject to and forthwith upon the reclassification of the Interim Shares pursuant to paragraph 3.8 above having taken place (and notwithstanding anything to the contrary in the articles of association of the Company), the share capital of the Company be reduced by cancelling and extinguishing all of the Relevant RCL DMGT Ordinary Shares (as defined in the Scheme).

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By order of the board of the directors of DMGT

7 September 2013

Claire Chapman Company Secretary Daily Mail and General Trust plc

Registered office: Northcliffe House 2 Derry Street London W8 5TT

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NOTES TO THE NOTICE OF GENERAL MEETING

1. Eligible DMGT Ordinary Shareholders who hold DMGT Ordinary Shares in certificated form are entitled to appoint one or more proxies to attend, speak and, on a poll, vote instead of him or her and you should have received a WHITE Form of Proxy with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the WHITE Form of Proxy. A proxy need not be a DMGT Shareholder but must attend the General Meeting in person.

2. Lodging a WHITE Form of Proxy or the appointment of proxies through CREST will not prevent the member from attending and voting in person. The Company will give effect to the intention of members and include votes wherever and to the fullest extent possible. Any amendments you make to any WHITE Form of Proxy must be initialled by you.

3. To be valid, the WHITE Form of Proxy (together with any power of attorney or authority under which it is signed, or a notarially certified copy of such power or authority) must be received by the freepost service printed on the back of the WHITE Form of Proxy or by post or by hand (during normal business hours) at the offices of the Company’s registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, no later than 48 hours (excluding any part of a day that is not a working day) before the time for holding the General Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at the meeting or any adjournment thereof) for the taking of the poll at which it is to be used. A reply-paid envelope is provided for your convenience. Simply complete the form, tear off the return section and put the form in the post.

For those members of the Company not posting from the United Kingdom, the form may be returned in an envelope addressed to Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA. Appropriate postage charges will be required.

4. As an alternative to completing the hard copy WHITE Form of Proxy, you can appoint a proxy electronically by using the share portal service at www.sharevote.co.uk . For an electronic proxy to be valid, your appointment must be received by Equiniti Limited no later than 10.15 a.m. on 1 October 2013 or in the case of an adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting. Any electronic communication found to contain a computer virus will not be accepted.

5. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to a different share or shares held by you. If you wish to appoint more than one proxy please also indicate by ticking the box provided if the proxy is one of multiple instructions being given.

6. If you wish to appoint more than one proxy, you may: (a) photocopy the WHITE Form of Proxy, fill in the name of the proxy and the number of shares in respect of which the proxy is appointed and send the multiple forms together to Equiniti Limited at the address in note 3 above (please ensure that all of the multiple WHITE Forms of Proxy in respect of one registered holding are sent in the same envelope if possible); or alternatively (b) call Equiniti Limited on the number in note 23 below who will then issue you with multiple WHITE Forms of Proxy.

7. Where a WHITE Form of Proxy does not state the number of shares to which it applies (a blank proxy ) then, subject to the following principles, where more than one proxy is appointed, that proxy is deemed to have been appointed in relation to the total number of DMGT Ordinary Shares of that DMGT Ordinary Shareholder (the DMGT Ordinary Shareholder entire holding ). In the event of a conflict between a blank proxy and a proxy

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which does state the number of shares to which it applies (a specific proxy ), the specific proxy shall be counted first, regardless of the time it was sent or received (on the basis that as far as possible, the conflicting Forms of Proxy should be judged to be in respect of different shares) and remaining shares will be apportioned to the blank proxy (pro rata if there is more than one).

8. Where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is no greater than the DMGT Ordinary Shareholder’s entire holding, it is assumed that proxies are appointed in relation to different shares, rather than that conflicting appointments have been made in relation to the same shares. There is only assumed to be a conflict where the aggregate number of shares in respect of which proxies have been appointed exceeds the DMGT Ordinary Shareholder’s entire holding.

9. Where two or more valid but different WHITE Forms of Proxy are delivered in respect of the same share for use at this meeting, the one which is last validly deposited or received shall be treated as replacing and revoking the other WHITE Form of Proxy as regards that share. Which proxy is later will be determined on the basis of which proxy is last sent (or, if the Company is unable to determine which is last sent, last received). Proxies in the same envelope will be treated as sent and received at the same time, to minimise the number of conflicting proxies.

10. If conflicting proxies are sent or received at the same time or if the Company is unable to determine which was sent or received last in respect of (or deemed to be in respect of) an entire holding, none of them shall be treated as valid.

11. Where the aggregate number of shares in respect of which proxies are appointed exceeds a DMGT Ordinary Shareholder’s entire holding and it is not possible to determine the order in which they were sent or received (or they were all sent or received at the same time), the number of votes attributed to each proxy will be reduced pro rata.

12. Where the application of note 11 above gives rise to fractions of shares, such fractions will be rounded down.

13. If a member appoints a proxy or proxies and then decides to attend the General Meeting in person and vote on a poll using his poll card, then the vote in person will override the proxy vote(s). If the vote in person is in respect of the DMGT Ordinary Shareholder’s entire holding then all proxy votes will be disregarded. If, however, the member votes at the General Meeting in respect of less than the DMGT Ordinary Shareholder’s entire holding, and the member indicates on his polling card that all proxies are to be disregarded, that shall be the case; but if the member does not specifically revoke proxies, then the vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding the DMGT Ordinary Shareholder’s entire holding.

14. DMGT Ordinary Shareholders who hold DMGT Ordinary Shares in uncertificated form (that is, in CREST) and 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 voting 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.

15. 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

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required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment in the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Equiniti Limited (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’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.

16. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. 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(s), to procure that his 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

17. DMGT may treat as invalid a CREST Proxy Instruction in the circumstances set out in the CREST Regulations.

18. Entitlement to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the number of votes that can be cast), shall be determined by reference to the Company’s register of members at 6.00 p.m. on 1 October 2013 (or in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting).

19. If the WHITE Form of Proxy is signed by someone else on behalf of the member of the Company, their authority to sign must be returned with the WHITE Form of Proxy.

20. A DMGT Ordinary Shareholder which is a corporation may authorise a person or persons to act as its representative(s) at the General Meeting. In accordance with the provisions of the Companies Act (as amended by the Companies (Shareholders’ Rights) Regulations 2009), each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that if they do so in relation to the same shares: (i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and (ii) in other cases, the power is treated as not exercised. It is therefore no longer necessary to nominate a designated corporate representative.

21. In the case of joint holders, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holders. For this purpose, seniority of the joint holders will be determined by the order in which the names of the joint holders stand in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

22. If you are in any doubt about completing the form of proxy please call the Shareholder Helpline on 0871 384 2787 (from within the UK) or on +44 121 415 0096 (if calling from outside the UK). Calls to the 0871 384 2787 number are charged at 8 pence per minute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the Shareholder

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Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on the merits of the Proposal nor give financial, tax, investment or legal advice.

23. Any person to whom this notice is sent who is a person nominated under Section 146 of the 2006 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 General Meeting. 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 the voting rights.

24. Any question relevant to the business of the General Meeting may be asked at the General Meeting by anyone permitted to speak at the meeting.

25. Pursuant to Section 319A of the Companies Act, the Company must cause to be answered at this meeting any questions relating to the business being dealt with at this meeting which is put to it by a member attending the meeting, except in certain circumstances (as set out in Section 319A(2) of the Companies Act) including if to do so would interfere unduly with the preparation for the meeting, if the answer has already been given on a website in the form of an answer to a question, if it is undesirable in the context of the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.

26. As at 3 September 2013, the Company’s issued share capital comprised 19,886,472 DMGT Ordinary Shares and 373,682,330 DMGT A Shares, all of which were credited as fully paid. Each DMGT Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 3 September 2013 is 19,886,472.

27. Any electronic address provided either in the notice of this meeting or any related documents (including the WHITE Form of Proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.

28. In accordance with Section 311A of the Companies Act, the contents of this notice of meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights at this meeting and, if applicable, any members’ statements, members’ negotiations or members’ matters of business received by notice after the date of this notice will be available on the Company’s website at www.dmgt.com .

29. Copies of the Company’s articles of association as proposed to be amended by the resolutions set out in the notice of this meeting are available for inspection at the offices of the Company during normal business hours on a weekday until the opening of business on the day on which the meeting is held and will also be available for inspection at the place of the meeting for at least fifteen minutes before and during the meeting.

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