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NOTICE OF

2021EQUINITI ANNUAL GENERAL MEETING 1 April 2021 Dear Shareholder,

ANNUAL GENERAL MEETING 2021 I am pleased to enclose the Notice of Meeting with details of this year’s hybrid Annual General Meeting (AGM) which is to be held at 11.00 am on Wednesday 26 May 2021 at Worthing Football Club, Palatine Park, Palatine Road, Worthing, Sussex, BN12 6JN. At the time of printing this Notice of Meeting the Government has announced plans to ease lockdown measures. Assuming that all targets have been met it may be possible for up to six people to meet indoors by 26 May. We will ensure that a quorum is physically present at the meeting but as there will also be technical staff at the meeting venue to ensure that the hybrid meeting runs smoothly it will not be possible for shareholders to attend the meeting in person. We are enabling shareholders to attend the meeting electronically and further information on how to do this can be found on pages 14 to 15. In the event that guidelines alter we will provide an update on our website if any changes are required to the AGM arrangements. Shareholders should refer to our website, https://investors.equiniti.com/investors/shareholder-information, for any updates on AGM arrangements.

RESOLUTIONS 18 resolutions are being proposed at the AGM. The majority are standard and have been proposed, and passed, on an annual basis before. Resolution 18 concerns the adoption of new Articles of Association for the Company and is being proposed as a special resolution. Explanatory notes for all of the resolutions can be found on pages 6 to 10. Voting on all resolutions will be by way of a poll. A copy of the 2020 Annual Report and Accounts is enclosed if you have requested a hard copy. Otherwise, a copy is available on the Company’s website, http://investors.equiniti.com/investors, should you wish to view it online.

RECOMMENDATION Your Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

ACTION TO BE TAKEN Enclosed with this Notice is a Form of Proxy (Proxy) for the proposed resolutions. Please sign and return the Proxy in accordance with the directions on it, or by using the electronic methods detailed in note 6 of the notes to this Notice, as soon as possible. In any event, the Proxy must be received not less than 48 hours before the time appointed for the AGM (by 11.00 a.m. on Monday 24 May 2021). For the reason stated above shareholders will not be able to attend the AGM in person and we strongly encourage electronic voting or appointing the Chair of the AGM as proxy to vote on your behalf. The results of the AGM will be announced through a Regulatory Information Service and on the Company website, https://investors.equiniti.com/investors/shareholder-information, as soon as possible once known.

Yours faithfully Philip Yea Chairman

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

If you are in any doubt as to the action you should take, you are recommended to seek your own professional advice from your stockbroker, manager, solicitor, accountant or other professional adviser authorised under the and Markets Act 2000 if you are resident in the or, if not, from another appropriate adviser. If you have sold or otherwise transferred all of your ordinary shares in the Company, please forward this document and the accompanying document(s) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. 2 NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the sixth Annual shares allotted under paragraph (a) above) in General Meeting of Equiniti Group plc (the Company) connection with an offer by way of a rights issue: will be held at 11.00 am on Wednesday 26 May 2021, i. to ordinary shareholders in proportion (as both physically at Worthing Football Club, Palatine nearly as may be practicable) to their existing Park, Palatine Road, Worthing, Sussex, BN12 6JN holdings; and and electronically in accordance with the information provided on pages 14 and 15, to consider and, if ii. to holders of other equity securities as required deemed fit, to pass Resolutions 1 to 13 and 16 as by the rights of those securities or as the Board Ordinary Resolutions and Resolutions 14, 15, 17 otherwise considers necessary; and 18 as Special Resolutions. and so that the Board may impose any limits or ORDINARY RESOLUTIONS restrictions and make any arrangements which it 1. To receive the Annual Report and Accounts of the considers necessary or appropriate to deal with Company for the year ended 31 December 2020 treasury shares, fractional entitlements, record (the 2020 Annual Report). dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, 2. To approve the Directors’ Remuneration Report for such authorities to apply until the end of the Annual the financial year ended 31 December 2020, as set General Meeting of the Company in 2022 (or, if out on pages 100 to 126 in the 2020 Annual Report. earlier, until the close of business on 26 August 3. To reappoint Mark Brooker as a Director. 2022) but, in each case, so that the Company may make offers and enter into agreements during this 4. To reappoint Alison Burns as a Director. period which would, or might, require shares to 5. To reappoint Sally-Ann Hibberd as a Director. be allotted or rights to subscribe for or convert securities into shares to be granted after the 6. To reappoint Cheryl Millington as a Director. authority ends; and the Board may allot shares or 7. To reappoint Darren Pope as a Director. grant rights to subscribe for or convert securities into shares under any such offer or agreement as if 8. To reappoint John Stier as a Director. the authority had not ended. 9. To reappoint Philip Yea as a Director. SPECIAL RESOLUTIONS 10. To appoint Paul Lynam as a Director. 14. THAT, conditional on the approval of Resolution 13, 11. To reappoint PricewaterhouseCoopers LLP (the the Directors be authorised to allot equity securities Auditor) as auditor of the Company, in accordance (as defined in the 2006 Act) for cash under the with Section 489 of the Companies Act 2006 (“the authority given by that Resolution and/or to sell 2006 Act”), until the conclusion of the next Annual ordinary shares held by the Company as treasury General Meeting at which accounts are laid before shares for cash, free of the restriction in section 561 the Company. of the 2006 Act, and such power to be limited: Equiniti GroupEquiniti plc 12. To authorise the Audit Committee of the Board to a) to the allotment of equity securities and sale determine the remuneration of the Auditor. of treasury shares for cash in connection with an offer of or invitation to apply for equity 13. THAT the Directors be generally and unconditionally securities (but in the case of the authority authorised to allot equity shares (as defined in the granted under paragraph () of Resolution 13, 2006 Act) in the Company and to grant rights to | by way of a rights issue only): Annual General Meeting of 2021 Equiniti Notice subscribe for or convert any security into shares in the Company: i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing a) up to an aggregate nominal amount of holdings; and £122,407.87 (such amount to be reduced by the nominal amount of any equity securities ii. to holders of other equity securities, as required allotted under paragraph (b) below, in excess of by the rights of those securities, or as the Board £122,407.87); and otherwise considers necessary; b) comprising equity securities up to an aggregate and so that the Board may impose any limits or nominal amount of £244,815.73 (such amount restrictions and make any arrangements which it to be reduced by any shares and rights to considers necessary or appropriate to deal with subscribe for or convert any security into treasury shares, fractional entitlements, record

3 NOTICE OF ANNUAL GENERAL MEETING

dates, legal, regulatory or practical problems in, or e) the Company may make contracts to purchase under the laws of, any territory or any other matter; Ordinary Shares under the authority hereby and conferred prior to the expiry of such authority which will or may be executed wholly or partly b) in the case of the authority granted under after the expiry of such authority, and may paragraph (a) of Resolution 13 and/or in purchase Ordinary Shares in pursuance of any the case of any sale of treasury shares for such contracts, as if the authority conferred by cash, to the allotment (otherwise than under this Resolution had not expired. paragraph (a) above) of equity securities up to an aggregate nominal amount of £18,361.18; ORDINARY RESOLUTION such power to apply until the conclusion of the 16. THAT, in accordance with sections 366 and 367 Annual General Meeting of the Company in of the 2006 Act, the Company and all companies 2022 (or, if earlier, until the close of business that are subsidiaries of the Company, at the date on 26 August 2022), but during this period on which this Resolution 16 is passed or during the Company may make offers, and enter into the period when this Resolution 16 has effect, be agreements, which would, or might, require generally and unconditionally authorised to: equity securities to be allotted (and treasury shares to be sold) after the power ends; and a) make political donations to political parties or the Board may allot equity securities (and independent election candidates not exceeding sell treasury shares) under any such offer or the amount of £50,000 in total; agreement as if the power had not ended. b) make political donations to political 15. THAT the Company be authorised for the purposes organisations other than political parties not of Section 701 of the 2006 Act to make market exceeding the amount of £50,000 in total; and purchases (within the meaning of Section 693(4) c) incur political expenditure not exceeding the of the 2006 Act) of the ordinary shares of 0.1 amount of £50,000 in total; pence each of the Company (the Ordinary Shares), provided that: during the period beginning with the date of the passing of this Resolution 16 and ending at the end a) the maximum number of Ordinary Shares of the Company’s next Annual General Meeting hereby authorised to be purchased shall be in 2022 or, if earlier, on 26 August 2022 provided 36,722,359; that the authorised sum referred to in paragraphs b) the minimum price which may be paid for (a), (b) and (c) above, may be comprised of one or Ordinary Shares is 0.1 pence per share; more amounts in different currencies which, for the purposes of calculating the said sum, shall be c) the maximum price (exclusive of expenses) converted into pounds sterling at the exchange rate which may be paid for Ordinary Shares is the published in the London edition of the Financial highest of: Times on the date on which the relevant donation is i. an amount equal to 105% of the average of the made or expenditure is incurred (or the first business middle market quotations for an Ordinary Share day thereafter) or, if earlier, on the day in which the (as derived from the Company enters into any contract or undertaking in Daily Official List) for the five business days relation to the same provided that, in any event, the immediately preceding the date on which such aggregate amount of political donations and political Ordinary Share is purchased; and expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution shall not ii. the higher of the price of the last independent exceed £150,000. trade and the highest current independent bid on the trading venues where the purchase is For the purposes of this Resolution 16, the carried out; terms “political donations”, “political parties”, “independent election candidates”, “political d) the authority hereby conferred shall expire organisation” and “political expenditure” have the at the earlier of the conclusion of the Annual meanings set out in Part 14 of the 2006 Act. General Meeting of the Company in 2022 or 26 August 2022 unless such authority is renewed prior to such time; and

4 NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS: 17. THAT a General Meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice. 18. THAT with effect from the conclusion of the meeting the draft articles of association produced to the meeting and, for the purposes of identification, initialled by the Chairman be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

RECOMMENDATION Your Directors are of the opinion that the Resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and recommend you to vote in favour of them. Each Director will be doing so in respect of all of his or her own beneficial shareholding.

BY ORDER OF THE BOARD

Prism Cosec Limited Company Secretary 1 April 2021

Registered Office: Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH Registered in England and Wales No. 07090427 Equiniti GroupEquiniti plc | Notice of 2021 Equiniti Annual General Meeting of 2021 Equiniti Notice

5 EXPLANATORY NOTES ON THE RESOLUTIONS

RESOLUTION 1 experience. He also spent 17 years in investment The Annual Report and Accounts banking, with Rothschild, NatWest Markets, Merrill The Directors must present to shareholders the reports Lynch and Morgan Stanley. of the Directors and Auditor and the Accounts in respect Skills and Experience Beneficial to the Company: of the financial year. Mark brings strong management and operational experience from technology-centric businesses and RESOLUTION 2 his time in investment banking is very relevant to our Annual Remuneration Report marketplace. Resolution 2 gives shareholders the opportunity to cast an advisory vote on the Directors’ Remuneration Other Appointments: Report for the year ended 31 December 2020 as set out Non-executive Director of on pages 100 to 126 of the 2020 Annual Report which Non-executive Director of William Hill plc provides details of the Directors’ remuneration for the Non-executive Director Seedrs Limited year ended 31 December 2020. Non-executive Director of Findmypast Limited

RESOLUTIONS 3 TO 10 RESOLUTION 4 ALISON BURNS Reappointment of Directors INDEPENDENT NON-EXECUTIVE DIRECTOR In accordance with the Company’s Articles of Appointed: April 2018 Association all of the Directors will retire at the AGM and will offer themselves for reappointment. Dr Tim Alison has held executive and non-executive roles within Miller will step down at the conclusion of the AGM in Aviva plc, including the position of CEO of Aviva Ireland. accordance with the Company’s succession plan and will She has extensive financial services experience, gained not be offering himself for re-election. Paul Lynam, due in senior roles with Santander, Lloyds TSB and AXA UK. to join the Company on 1 April 2021, will offer himself Skills and Experience Beneficial to the Company: for election. Alison has in-depth knowledge of the insurance and Full biographies of all the Directors can be found financial services sectors, two key markets for the Group. on pages 6 to 8 and on the Company’s website: Alison’s experience has provided her with an insight https://investors.equiniti.com/investors. The Board into the customers’ viewpoint alongside her operational considers that each of the independent non-executive experience which are skills required by the Board. Directors proposed for reappointment meets the Other Appointments: independence criteria as set by the UK Corporate Non-executive Director of (UK) plc Governance Code and is independent of management in Non-executive Director of RPMI Limited character, judgement and opinion. There are no existing or previous relationships, RESOLUTION 5 SALLY-ANN HIBBERD transactions or arrangements that any of the proposed INDEPENDENT NON-EXECUTIVE DIRECTOR independent non-executive Directors has or had with Appointed: August 2016 the Company or its Directors which are considered to Sally-Ann previously served as COO of the international affect their independence. division and latterly as Group Operations and Following a formal evaluation process, the Board Technology Director of Willis Group, and held a number believes that the considerable and wide-ranging of senior executive roles at Lloyds TSB. experience of all the Directors will continue to be Skills and Experience Beneficial to the Company: invaluable to the long-term sustainable success of Sally-Ann’s extensive experience of the financial services the Company and recommends their reappointment or sector, together with her experience of the insurance appointment: sector, two key business sectors for the Group, has been RESOLUTION 3 MARK BROOKER beneficial when conducting her role as Chair of the Risk INDEPENDENT NON-EXECUTIVE DIRECTOR Committee and as a member of the Board. Appointed: November 2018 Other Appointments: Non-executive Director of IG Group Holdings plc Mark’s executive career has involved senior roles in technology-centric businesses, including Betfair where Non-executive Director of The Co-operative Bank plc he was COO and where he held a similar Non-executive Board member of Loughborough role, providing strong management and operations University

6 EXPLANATORY NOTES ON THE RESOLUTIONS

RESOLUTION 6 CHERYL MILLINGTON RESOLUTION 8 JOHN STIER INDEPENDENT NON-EXECUTIVE DIRECTOR CHIEF FINANCIAL OFFICER Appointed: November 2018 Appointed: June 2015 Cheryl was appointed as an independent non-executive A qualified accountant, prior to joining the Company Director in November 2018. She was appointed as John was the Chief Financial Officer of Northgate Chief Executive for an interim period from January to Information Solutions Ltd for over ten years. Prior to March 2021. At the time of the AGM, Cheryl will be an that, he was the Chief Financial Officer of Subterra independent non-executive Director again. Ltd, a subsidiary of Thames Water Plc, which delivered engineering services to businesses across Europe. Cheryl’s experience has been gained through her senior leadership roles in technology across a variety Skills and Experience Beneficial to the Company: of sectors, including financial services and retail, most John’s considerable finance experience, and his recently as Chief Digital Officer at both extensive executive experience, has been invaluable plc and Waitrose Ltd. Her prior roles include Chief in his role as Chief Financial Officer, in managing the Information Officer & Data Officer at Asda and Group Company’s balance sheet and ensuring it has firm Transformation Director at HBOS plc. financial foundation from which it has grown from being a private equity-run business to a main market, FTSE Skills and Experience Beneficial to the Company: listed business. Cheryl brings deep technological, business leadership, and customer-centric experience gained across a variety Other Appointments: of sectors, including financial services and retail, which Non-executive Director and Audit Chair at Redburn is very relevant to our marketplace. Cheryl will replace (Europe) Limited Dr Miller as the employees “voice” on the Board and will attend the global employee forums. RESOLUTION 9 PHILIP YEA CHAIRMAN Other appointments: Appointed: July 2017 (Independent upon Appointment) Non-executive Director of plc Non-executive Director of Philip was Chief Executive of 3i Group plc from 2004 to 2009. A qualified accountant, he is also a former Trustee of Durham University Finance Director of Diageo plc and, as Finance Director RESOLUTION 7 DARREN POPE of Guinness PLC, was closely involved in the creation of SENIOR INDEPENDENT DIRECTOR Diageo through Guinness’s merger with GrandMet in Appointed: December 2016 1997. Darren is a qualified accountant with over 30 years of Skills and Experience Beneficial to the Company: experience in the financial services industry, the majority Philip is an experienced Chairman with in-depth of which has been spent in retail financial services. knowledge of both the quoted and private equity sectors. With his considerable executive experience, he Most recently Darren served as CFO of TSB Bank plc, GroupEquiniti plc having led the initial stages of its separation from Lloyds brings valuable skills to the Board. His knowledge of the Banking Group. He was a non-executive Director of international business environment will be of particular Holdings (UK) plc prior to its merger importance as Equiniti continues on the next stage of its with CYBG plc. growth and development as an international business. | Skills and Experience Beneficial to the Company: Other Appointments: Annual General Meeting of 2021 Equiniti Notice Darren’s considerable accounting experience and his Non-executive Chairman of Mondi plc in‑depth knowledge of the retail financial services Non-executive Director of Marshall of Cambridge sector, a key business sector for the Group, is beneficial (Holdings) Ltd to his role as Chair of the Audit Committee and as a member of the Board. Other Appointments: Non-executive Director of Virgin Money UK plc Non-executive Director of Holdings plc Chair of Silicon Valley Bank UK Ltd (unregulated)

7 EXPLANATORY NOTES ON THE RESOLUTIONS

RESOLUTION 10 PAUL LYNAM issues only. The Board considers it appropriate that the CHIEF EXECUTIVE DESIGNATE Directors should have this authority to allot shares in the To Be Appointed: 1 April 2021 capital of the Company. Paul’s experience has been gained through his prior Accordingly Resolution 13 authorises the Board (a) under role as Chief Executive of plc and an open offer or in other situations up to an aggregate via his executive leadership roles at RBS and NatWest, nominal amount of £122,407.87 (representing one third including being the CEO / MD, banking, for RBS/ of the Company’s share capital as at 12 March 2021 (the NatWest’s SME banking business across the UK. Paul latest practicable date before the publication of this was also the CEO / MD of Lombard North Central PLC, Notice)) and (b) under a rights issue up to an aggregate the second largest asset finance and leasing company in nominal amount of £244,815.73 (representing two thirds the world. of the Company’s issued share capital at that date). The authorities sought by Resolution 13 will expire at the Skills and Experience Beneficial to the Company: AGM of the Company to be held in 2022 or if earlier 26 Paul has a proven track record as a Chief Executive of August 2022. The Directors have no present intention a listed finance company, and a good track record of to exercise either of the authorities sought under this driving transformation and growth in UK-based financial Resolution. However, if they do exercise the authorities, services companies, which is very relevant to our the Directors intend to follow IA recommendations marketplace. He was one of the founding directors of UK concerning their use. Finance, the recognised Trade Association for the very broad UK Finance industry. RESOLUTION 14 (to be proposed as a Special Resolution) Other appointments: Disapplication of statutory pre-emption rights Member of the faculty of the School for CEOs The Directors’ authority to allot unissued shares in RESOLUTION 11 the Company for cash otherwise than to existing Appointment of Auditor shareholders pro-rata to their holdings expires at the The Company is required to appoint its Auditor at each conclusion of this AGM. The Board wishes to renew this General Meeting at which accounts are laid before the authority. Shareholders, to hold office until the conclusion of the Resolution 14, which will be proposed as a Special next such meeting. During the year ended 31 December Resolution, would give the Directors the authority to 2020 the Company completed an independence and allot equity securities (or sell any equity securities which effectiveness assessment on the existing Auditor. the Company elects to hold in treasury) for cash without The Board, on the recommendation of the Audit first offering them to existing shareholders in proportion Committee, proposes under Resolution 11 the to their existing shareholdings. reappointment of PricewaterhouseCoopers LLP (PwC) This authority is limited to allotments or sales in as Auditor to hold office until the conclusion of the next connection with pre-emptive offers and offers to holders AGM of the Company. PwC has confirmed its willingness of other equity securities if required by the rights to stand for reappointment. of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal RESOLUTION 12 amount of £18,361.18 (representing 18,361,179 Ordinary Remuneration of Auditor Shares). Resolution 12 authorises the Audit Committee to agree the remuneration of the Auditor. This aggregate nominal amount represents 5% of the Company’s issued ordinary share capital as at 12 March RESOLUTION 13 2021 (the latest practicable date before the publication Authority to Allot Shares of this Notice). The Company does not hold any shares The Directors’ authority to allot unissued shares in in treasury. In respect of this aggregate nominal the Company expires at the conclusion of this AGM. amount, the Directors confirm their intention to follow The guidelines of the Investment Association (IA) on the provisions of the Pre-Emption Group’s Statement Directors’ authority to allot shares state that IA members of Principles regarding cumulative usage of authorities will regard as routine an authority to allot up to two within a rolling three-year period. thirds of the existing issued share capital, provided that any amount in excess of one third of existing issued share capital is applied to fully pre-emptive rights

8 EXPLANATORY NOTES ON THE RESOLUTIONS

The authorities sought by Resolution 14 will expire RESOLUTION 16 at the AGM of the Company to be held in 2022 or if Political Donations earlier 26 August 2022. The Directors have no present The Company and its subsidiaries does not make any intention to exercise the authority sought under this donations to political parties or organisations and does Resolution but consider the authority to be appropriate not intend to in future. to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or However, it does support certain industry-wide bodies pre‑emptive rights issue. and allows employees time to undertake trade union activities. RESOLUTION 15 Whilst the Board does not regard these as political (to be proposed as a Special Resolution) in nature, in certain circumstances such support, To authorise the Company to purchase its own shares together with donations made for charitable Shareholders’ approval is sought to authorise the or similar purposes, could possibly be treated Company to buy back its own Ordinary Shares in the as a donation to a political organisation under market as permitted by the 2006 Act. The authority the relevant provisions of the 2006 Act. limits the maximum number of shares that could be purchased to 36,722,359 (representing 10% of the Under the 2006 Act, a company wishing to make Company’s issued share capital as at 12 March 2021 political donations or incur political expenditure in (the latest practicable date before the publication of excess of £5,000 in any 12-month period, must first this Notice)) and sets minimum and maximum prices at obtain authorisation from its shareholders by ordinary which shares may be purchased by the Company under resolution. this authority. If approved, the authority will expire at In order to comply with its obligations under the 2006 the AGM of the Company to be held in 2022 or if earlier Act and to avoid any inadvertent infringement of that 26 August 2022. Act, the Board wishes to renew its existing authority for The Directors have no present intention of exercising a general level of political donation and/or expenditure. this authority. The authority would be exercised only The 2006 Act requires this authority to be divided into if the Directors believed that to do so would be in the three heads (as set out in Resolution 16) with a separate interests of shareholders generally. Any purchases of amount specified as permitted for each. An amount not Ordinary Shares would be by means of market purchases exceeding £50,000 for each head of the authority has on a recognised investment exchange. been proposed. The authority sought extends to all of A listed company purchasing its own shares may hold the Company’s subsidiaries. those shares in treasury and make them available for This authority will expire at the conclusion of the AGM of re-sale as an alternative to cancelling them. Accordingly, the Company in 2022. if this Resolution is passed, the Company will have the option of holding, as treasury shares, any of its RESOLUTION 17

own shares that it purchases pursuant to the authority (to be proposed as a Special Resolution) GroupEquiniti plc conferred. No dividends are paid on, and no voting Notice of General Meeting rights are attached to, shares held in treasury. The Under the 2006 Act, the notice period required for Company does not hold any shares in treasury, but it General Meetings of the Company is 21 days unless is intended that any shares which might be purchased shareholders approve a shorter notice period, which under this authority will be held in treasury, rather than |

cannot however be less than 14 clear days. Resolution 17 Annual General Meeting of 2021 Equiniti Notice being cancelled. seeks approval of a notice period of not less than 14 clear The Company had options and awards outstanding over days to apply to General Meetings other than an AGM. 13,736,208 Ordinary Shares, representing 3.74% of the It is intended that the shorter notice period would not Company’s issued share capital, as at 12 March 2021 be used as a matter of routine, but only where the (the latest practicable date before the publication of this flexibility is merited by the business of the meeting and Notice). If the authority conferred by Resolution 15 were is thought to be in the interests of shareholders as a to be exercised in full, these outstanding options and whole. If approved, the authority will expire at the AGM awards would represent 4.16% of the Company’s issued of the Company to be held in 2022. share capital.

9 EXPLANATORY NOTES ON THE RESOLUTIONS

RESOLUTION 18 current market practice. Subject to this amendment being (to be proposed as a Special Resolution) approved, the Board will seek to pay future dividends Adopt New Articles solely by direct credit into a bank or building society The purpose of Resolution 18 is to adopt new Articles account nominated by the dividend recipient. This of Association with effect from the conclusion of the ensures that dividends cheques do not go missing in the Meeting. The Articles are substantially the same as the post, get delivered to an old address and ensure that the current Articles however the opportunity has been taken funds are received on the day of payment. Shareholders to amend some minor typographical errors and incorrect will receive an annual statement showing the dividends cross references contained in the existing Articles and paid in the tax year. The Board would only implement this to expand on the defined terms and expressions. The change following due notification to shareholders. opportunity has also been taken to propose certain A copy of the proposed New Articles, together with a amendments to the Articles to reflect current practice marked-up version detailing both the principal changes and these are summarised below. noted above and the minor changes will be available for The New Articles propose a revision of the provisions inspection on the Company website at https://investors. in the current Article 40 dealing with the circumstances equiniti.com/investors/shareholder-information, when and on what terms, the Company may sell the from the publication of this notice until the close of the shares of a shareholder who is no longer cashing Meeting. dividends and has not been for at least 12 years (provided at least three dividends have become payable during that time) nor otherwise has been in touch with the Company and who cannot reasonably be traced. The amendments to these provisions are designed to safeguard shareholder rights while not placing unduly onerous administrative obligations on the Company. In particular the revised Articles dispenses with the requirement to publish notices in national and local newspapers before selling the shares belonging to any untraced shareholder. The newspaper notification is very administrative, potentially expensive, relies on an individual reading the said paper on a specific day and can lead to a number of false claims. The Company will instead be required to send a notice to such shareholder after a 12-year period has passed since the Company first stopped making dividend payments to that shareholder and also take other reasonable steps to trace the relevant shareholder. In Article 90 (iv) the provision relating to the other Directors being able to pass a resolution removing a Director from office due to mental or physical ill health has a proposed revision to require that a medical practitioner who has been treating the Director needs to certify that due to ill health the Director is not capable of holding office before the resolution is passed. The provisions of Article 121 have a proposed amendment to permit the Company to pay dividends in a more convenient manner for shareholders. If the amendment is approved the new provisions will allow the Company to provide flexibility in the payment of dividends by using different distribution channels, including by electronic means and will also permit the Board to decide which payment method is to be used on any particular occasion. This provision is in line with

10 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

ENTITLEMENT TO ATTEND AND VOTE to exercise it, they may have a right under such an 1. Only those shareholders registered on the agreement to give instructions to the shareholder as Company’s register of shareholders at 6.30 p.m. to the exercise of voting rights. on Monday 24 May 2021; or if this Meeting is 6. In order to be valid, a proxy appointment must be adjourned, at 6.30 p.m. on the day two business returned (together with any authority under which it days prior to the adjourned meeting, shall be is executed or a copy of the authority certified in ink entitled to attend and vote at the meeting. In by a bank, a stockbroker or a solicitor) by one of the each case, changes to the register of shareholders following methods: after the relevant deadline shall be disregarded in determining the rights of any person to attend • online at www.sharevote.co.uk where full and vote at the meeting. instructions on the procedure are given. The Voting ID, Task ID and Shareholder WEBSITE GIVING INFORMATION REGARDING Reference Number printed on the Form of THE MEETING Proxy will be required to use this electronic 2. Information regarding the meeting, including the proxy appointment system. Alternatively, information required by section 311A of the 2006 shareholders who have already registered Act, can be found at https://investors.equiniti. with Equiniti Registrars’ online portfolio com/investors/shareholder-information. service, Shareview, can appoint their proxy electronically by logging on to their portfolio ATTENDING ELECTRONICALLY at www.shareview.co.uk using their user ID 3. To facilitate entry to and the participation in the and password. Once logged in, click “view” on electronic meeting, shareholders are requested the “My Investments” page. Click on the link to to use their unique SRN and PIN shown on their vote and follow the on screen instructions. attendance card to log into the AGM platform on • in hard copy form by post, by courier or by their electronic device (whether by smart phone, hand to the Company’s registrar at the address tablet or PC). For further information, please refer shown on the Form of Proxy. to pages 14 and 15. • in the case of CREST members, by utilising the CREST electronic proxy appointment service in APPOINTMENT OF PROXIES accordance with the procedures set out in note 8. 4. Shareholders entitled to attend and vote at the AGM may appoint one or more proxies (who need The appointment of a proxy in each case must not be shareholders) to exercise all or any of their formally be received by the Company’s registrar by rights to attend, speak and vote on their behalf. no later than 11.00 a.m. on Monday 24 May 2021. More than one proxy may be appointed provided 7. To change your proxy instructions you may return a that each proxy is appointed to exercise rights new proxy appointment using the methods set out attached to different shares. If you do not have a above. Where you have appointed a proxy using the Form of Proxy and believe that you should have one, hard copy Form of Proxy and would like to change or if you require additional Forms of Proxy, please the instructions using another hard copy Form of Equiniti GroupEquiniti plc contact Equiniti Registrar’s helpline on 0371 384 Proxy, please contact the Company’s Registrar as 2542 (+44 121 415 0276 if calling from overseas) set out in note 4. The deadline for receipt of proxy (Lines are open between 8.30am and 5.30pm appointments (see note 6) also applies in relation Monday to Friday excluding public holidays in to amended instructions. Any attempt to terminate England & Wales). As an alternative to completing a or amend a proxy appointment received after the hard copy Form of Proxy, proxies may be appointed | relevant deadline will be disregarded. Where two Annual General Meeting of 2021 Equiniti Notice electronically in accordance with note 6. or more valid separate appointments of proxy are 5. A copy of this Notice has been sent for information received in respect of the same share in respect of only to persons who have been nominated by the same meeting, the one which is last sent shall a shareholder to enjoy information rights under be treated as replacing and revoking the other or section 146 of the 2006 Act (a Nominated Person). others. If the Company is unable to determine which The rights to appoint a proxy cannot be exercised is last sent, the one which is last received shall be by a Nominated Person; they can only be exercised so treated. If the Company is unable to determine by a shareholder. However, a Nominated Person either which is last sent or which is last received, may have a right under an agreement with the none of them shall be treated as valid in respect of shareholder by whom they were nominated to be the relevant share(s). appointed as a proxy for the AGM. If a Nominated Person does not have such a right or does not wish

11 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

8. CREST members who wish to appoint a proxy or at a General Meeting of the Company and, proxies by utilising the CREST electronic proxy therefore the total number of voting rights in the appointment service may do so by utilising the Company as at 12 March 2021 is 367,223,598. procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST The website referred to in note 2 will include Personal Members or other CREST sponsored information on the number of shares and members, and those CREST members who have voting rights. appointed a voting service provider(s), should refer 10. Under section 319A of the 2006 Act, the Company to their CREST sponsor or voting service provider(s), must answer any question relating to the business who will be able to take the appropriate action on being dealt with at the AGM which is put by a their behalf. shareholder attending that meeting, except in In order for a proxy appointment made by means of certain circumstances, including if it is undesirable CREST to be valid, the appropriate CREST message in the interests of the Company or the good order of the meeting that the question be answered or if (a CREST Proxy Instruction) must be properly to do so would interfere unduly with the preparation authenticated in accordance with for the AGM or involve the disclosure of confidential Euroclear UK & Ireland Limited’s (EUI) specifications information or if the answer has already been given and must contain the information required for such on a website in the form of an answer to a question. instructions, as described in the CREST Manual. The message regardless of whether it constitutes 11. Under sections 338 and 338A of the 2006 Act, the appointment of a proxy or an amendment to the shareholders meeting the threshold requirements instruction given to a previously appointed proxy in those sections have the right to require the must, in order to be valid, be transmitted so as to Company (i) to give, to shareholders of the Company entitled to receive notice of the meeting, be received by the issuer’s agent (ID number RA19) notice of a resolution which may properly be moved by 11.00 a.m. on Monday 24 May 2021 (the latest and is intended to be moved at the meeting; and/ time(s) for receipt of proxy appointments specified or (ii) to include in the business to be dealt with in this Notice). For this purpose, the time of receipt at the meeting any matter (other than a proposed will be taken to be the time (as determined by the resolution) which may be properly included in the time stamp applied to the message by the CREST business. A resolution may properly be moved or Applications Host) from which the issuer’s agent is a matter may properly be included in the business able to retrieve the message by enquiry to CREST unless (a) (in the case of a resolution only) it would, in the manner prescribed by CREST. The Company if passed, be ineffective (whether by reason of may treat as invalid a CREST Proxy Instruction in inconsistency with any enactment or the Company’s the circumstances set out in regulation 35(5) of constitution or otherwise), (b) it is defamatory of any the Uncertificated Securities Regulations 2001. person, or (c) it is frivolous or vexatious. If you are an institutional investor you may be able Such a request may be in hard copy form or in to appoint a proxy electronically via the Proxymity electronic form, must identify the resolution of platform, a process which has been agreed by the which notice is to be given or the matter to be Company and approved by the Registrar. For further included in the business, must be authorised by information regarding Proxymity, please go to the person or persons making it, must be received www.proxymity.io. Your proxy must be lodged by by the Company not later than the date six clear 11:00 am on 24 May 2021 in order to be considered weeks before the meeting, and (in the case of a valid. Before you can appoint a proxy via this matter to be included in the business only) must process you will need to have agreed to Proxymity’s be accompanied by a statement setting out the associated terms and conditions. It is important grounds for the request. that you read these carefully as you will be bound WEBSITE PUBLICATION OF AUDIT CONCERNS by them and they will govern the electronic appointment of your proxy. 12. Shareholders satisfying the thresholds in section 527 of the 2006 Act can require the Company to ISSUED SHARES AND TOTAL VOTING RIGHTS publish a statement on its website setting out any 9. As at 12 March 2021 (the latest practicable matter relating to (a) the audit of the Company’s date before the publication of this Notice), Accounts (including the Auditor’s report and the the Company’s issued share capital comprised conduct of the audit) that are to be laid before the 367,223,598 Ordinary Shares of 0.1 pence each. AGM; or (b) any circumstances connected with an Each Ordinary Share carries the right to one vote Auditor of the Company ceasing to hold office,

12 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

that the shareholders propose to raise at the AGM. The Company may not require the shareholders requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company’s Auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website.

VOTING 13. Voting on all Resolutions will be conducted by way of a poll. As soon as practicable following the AGM, the results of the voting at the meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the Resolutions will be announced via a Regulatory Information Service and also placed on the Company’s website: https://investors.equiniti.com/investors.

COMMUNICATION 14. Except as provided previously in this Notice, shareholders who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted):

• calling our shareholder helpline as set out in note 4 • by email to [email protected] • by post to Equiniti Group plc, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA You may not use any electronic address provided in this Notice to communicate with the Company for any purposes other than those expressly stated. Equiniti GroupEquiniti plc | Notice of 2021 Equiniti Annual General Meeting of 2021 Equiniti Notice

13 ELECTRONIC MEETING

ENTRY TO THE ELECTRONIC MEETING VOTING For the 2021 AGM, Equiniti will be enabling shareholders Once the Chair has formally opened the meeting, they to attend and participate in the meeting electronically, will explain the voting procedure. Voting will be enabled should they wish to do so. This can be done by accessing on all resolutions at the start of the formal meeting on the AGM website, https://web.lumiagm.com the Chair’s instruction. This means shareholders may, at any time while the poll is open, vote electronically on ACCESSING THE AGM WEBSITE any or all of the resolutions in the Notice of Meeting, Lumi AGM can be accessed online using most resolutions will not be put forward separately. well‑known internet browsers such as Internet Explorer Once the resolutions have been proposed, the list of (Not compatible with versions 10 and below), Chrome, resolutions will appear along with the voting options Firefox and Safari on a PC, laptop or internet-enabled available. Select the option that corresponds with how device such as a tablet or smartphone. If you wish you wish to vote, “FOR”, “AGAINST” or “WITHHELD”. to access the AGM using this method, please go to Once you have selected your choice, the option will https://web.lumiagm.com on the day. change colour and a confirmation message will appear LOGGING IN to indicate your vote has been cast and received. There On accessing the AGM website, you will be asked to is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you enter a Meeting ID which is 191-395-577. You will then be prompted to enter your unique SRN and PIN which is wish to cancel your vote, select the “cancel” button. You the first two and last two digits of your SRN. These can will be able to do this at any time whilst the poll remains be found printed on your form of proxy. Access to the open and before the Chair announces its closure at the meeting via the website will be available from 10.00 am. end of the meeting. on Wednesday 26 May 2021; however, please note QUESTIONS that your ability to vote will not be enabled until the Shareholders attending electronically may ask questions Chairman formally declares the poll open. via the website by typing and submitting their question BROADCAST in writing. Select the messaging icon from within the The meeting will be broadcast with presentation slides. navigation bar and type your question at the bottom of Once logged in, and at the commencement of the the screen, once finished, press the “send” icon to the meeting, you will be able to listen to the proceeding right of the message box to submit your question. of the meeting on your device, as well as being able REQUIREMENTS to see the slides of the meeting which will include the An active internet connection is required at all times resolutions to be put forward to the meeting, these slides in order to allow you to cast your vote when the poll will progress automatically as the meeting progresses. opens, submit questions and listen to the audiocast. It is the user’s responsibility to ensure you remain connected for the duration of the meeting.

DULY APPOINTED PROXIES AND CORPORATE REPRESENTATIVES Please contact the Company’s registrar before 11.00 am on Tuesday 25 May 2021 on 0371 384 2542 or +44 121 415 0276 if you are calling from outside the UK for your SRN and PIN. Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).

14 USER GUIDE TO JOINING THE EQUINITI 2021 ANNUAL GENERAL MEETING REMOTELY

WEB.LUMIAGM.COM MEETING ID: 191-395-577 TO LOGIN YOU MUST HAVE YOUR SRN AND PIN

01 02 Open the Lumi AGM website After entering the Meeting and you will be prompted ID, you will be prompted to to enter the Meeting ID. If enter your unique SRN a shareholder attempts to and PIN. login to the website before the meeting is live*, a pop-up dialogue box will appear. * After 10.00 a.m. on 26 May 2021.

03 04 When successfully To view the meeting authenticated, you will be presentation, expand the taken to the Home Screen. “Broadcast Panel”, located at the bottom of your device. If viewing through a browser, it will appear automatically. This can be minimised by pressing the same button.

05 06 When the Chairman declares For each resolution, press the poll open, a list of all the choice corresponding resolutions and voting with the way in which you choices will appear on your wish to vote. Equiniti GroupEquiniti plc device. When selected, a Scroll through the list to view confirmation message will all resolutions. appear. | Notice of 2021 Equiniti Annual General Meeting of 2021 Equiniti Notice 07 08 To change your mind, simply If you would like to ask press the correct choice a question, select the to override your previous messaging icon. selection. To cancel your Type your message within vote, press Cancel. the chat box at the bottom To return to the voting screen of the messaging screen. whilst the poll is open, select Click the send button to the voting icon. submit.

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16 NOTES Equiniti GroupEquiniti plc | Notice of 2021 Equiniti Annual General Meeting of 2021 Equiniti Notice

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