THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to theaction you should take, you should seek your own advice from a stockbroker, solicitor, accountant
or other professional independent adviser immediately.
If you have sold or otherwise transferred all of your Ordinary Shares, please forward thisdocument and any accompanying documents as soon as possible to the purchaser or transferee,or to the person who arranged the sale or transfer so they can pass these documents to theperson who now holds the Ordinary Shares.
RWS HOLDINGS PLC (THE “COMPANY”)(incorporated and registered in England and Wales with number 03002645)

NOTICE OF ANNUAL GENERAL MEETINGTO BE HELD AT 11:30 A.M. ON 12 FEBRUARY 2020
AUTHORITY TO MAKE MARKET PURCHASES OF ITS ORDINARY SHARESANDAPPROVAL OF WAIVER UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND
MERGERS
Notice of the Annual General Meeting to be held at 11.30 a.m. on 12 February 2020 at the officesof CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London,
EC4N 6AF is set out at the end of this document.
Whether or not you propose to attend the Annual General Meeting, if you would like to vote on
the Resolutions you can:1.

log on to http://www.signalshares.com using the investor number which is on your sharecertificate or dividend tax voucher and follow the instructions;2.

request a hard copy form of proxy directly from the Company’s Registrars, Link Asset
Services Limited, by telephoning +44 (0)371 664 0300 (calls cost 12p per minute plus
your phone company's access charge. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 09:00 a.m. - 17:30 p.m.
Monday to Friday, excluding public holidays in England and Wales); or

3.

in the case of CREST members, utilize the CREST electronic proxy appointment service
in accordance with the instructions set out in the notes to the Notice of the 2020 AGM
on pages 31 to 34 of this document.

Shareholders are requested to vote as soon as possible, but in any event, to be valid, so as to bereceived by the Company’s Registrars, Link Asset Services Limited, no later than 11:30 a.m. on
10 February 2020. Hard copies of the Proxy Forms should be returned to Link Asset Services
Limited at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF.

1

The return of a completed Proxy Form, Electronic Filing or any CREST Proxy Instruction (asdefined in the notes to the Notice), will not preclude a member from attending and voting at the2020 AGM in person, should they subsequently decide to do so.
Numis Securities Limited (“Numis”), which is regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company in connection with the proposals
described in this document, and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to customers of Numis, or for providing advice inrelation to the proposals described in this document or any other matter in relation to the contentsof this document.
The Directors, whose names appear on page 7 of this document, accept responsibility for the
information contained in this document (including any expressions of opinion) (save that the only
responsibility accepted by the Independent Directors in respect of the information relating to the
AB concert party has been to ensure that such information has been correctly and fairly
reproduced or presented). To the best of the knowledge and belief of the Directors (who havetaken all reasonable care to ensure that such is the case), the information contained in thisdocument (including any expressions of opinion) is in accordance with the facts and does notomit anything likely to affect the import of such information.
The members of the AB concert party, whose names appear on page 13 of this document, accept
responsibility for the information contained in this document about the AB concert party (including
any expressions of opinion). To the best of the knowledge and belief of the members of the ABconcert party (who have taken all reasonable care to ensure that such is the case), the information(including any expressions of opinion) about the AB concert party contained in this document isin accordance with the facts and does not omit anything likely to affect the import of suchinformation.
A copy of this document will be made available on the Company's website at www.rws.com fromthe date of this document.

2

CONTENTS
Page
Expected Timetable of Principal Events

4

Definitions

5

Part I Letter from the Chairman

7

Part II Additional Information relating to the
Waiver Resolution

16

Notice of Annual General Meeting

27

Notice of Annual General Meeting - Notes

31

3

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2020
Notice of Annual General Meeting posted toShareholders

20 January

Latest time and date for receipt of Electronic
Filings

11.30am on 10 February

Latest time and date for receipt of completed
and signed Proxy Forms

11.30am on 10 February

Latest time and date for receipt of CREST
Proxy Instructions

11.30am on 10 February

Annual General Meeting

11.30 a.m. on 12 February

4

DEFINITIONS“2019 Annual Report”

the annual reports and financial statements of the Company
for the financial year ended 30 September 2019;“AB concert party”

Andrew Brode, Diane Brode and the Trustee, being suchgroup of persons which are deemed to be acting in concert forthe purpose of the City Code;“Act”

the Companies Act 2006 as amended, restated or re-enacted
from time to time;“acting in concert”

has the meaning set out in the City Code;“2020 AGM” or “Annual
General Meeting”

the Annual General Meeting of the Company convened for
11.30 a.m. on 12 February 2020, notice of which is given at
the end of this document and any adjournment thereof;“Articles”

the Articles of Association of the Company in place on the dateof the document;“Buy-Back Authority”

the proposal to grant authority to the Company to purchase up
to 10 per cent of its issued Ordinary Shares as set out in
Resolution 16 of the Notice, which will be proposed as a
special resolution;“City Code”

the City Code on Takeovers and Mergers;“Company”

RWS Holdings plc;

“CREST”

the United Kingdom paperless share settlement system ofwhich CRESTCo Limited is the Operator (as defined in the
Uncertificated Securities Regulations 2001);“Directors” or “the Board”

the directors of the Company whose names are set out on
page 7 of this document;“Group”

the Company and its subsidiaries;“Independent Directors”

all the Executive Directors and Non-Executive Directors otherthan Andrew Brode;5

“Independent Shareholders

those Shareholders other than the members of the AB concert
party, who own voting shares in the Company;“Latest Practicable Date”

19 January 2020, being the latest practicable date prior to the
publication of this document;“Notice”

the notice of the 2020 AGM at pages 27 to 30 of this document;“Numis”

Numis Securities Limited;“Ordinary Shares”

the ordinary shares of £0.01 each in the capital of theCompany;“Panel”

the Panel on Takeovers and Mergers;“Resolutions”

the resolutions to be proposed at the 2020 AGM, the full textof which is set out in the Notice;“Rights”

rights to subscribe for or to convert any security into shares;“Shareholders”

holders of Ordinary Shares;“Trust”

The Brode Life Interest Settlement;“Trustee”

RBC Trustees (Guernsey) Limited, the trustee of the Trust;“Waiver”

the waiver by the Panel, subject to the approval of
Independent Shareholders, of the obligation which would
otherwise arise under Rule 9 of the City Code requiring the ABconcert party to make an offer for the entire issued sharecapital of the Company following re-purchases of Ordinary
Shares by the Company pursuant to the Buy-Back Authority at
Resolution 16 that could potentially increase the AB concert
party's shareholding from approximately 32.795 per cent of theissued share capital to a maximum of approximately 36.439
per cent of the issued share capital; and“Waiver Resolution”

Resolution 17 set out in the Notice approving the Waiver,which will be proposed as an ordinary resolution.

6

PART I - LETTER FROM THE CHAIRMANRWS HOLDINGS PLC(incorporated and registered in England and Wales with number 03002645)
Directors:

Registered and Head Office:Europa House
Chiltern Park
Chiltern Hill
Chalfont St Peter
Buckinghamshire
SL9 9FG

Andrew S Brode (Chairman)
Richard J Thompson (Chief Executive
Officer)Desmond K Glass (Chief Financial Officer
and Company Secretary)
David E Shrimpton (Senior Independent
Director and Deputy Chairman)
Elisabeth A Lucas (Non-Executive Director)
Lara Boro (Non-Executive Director)
Tomas Kratochvíl (Non-Executive Director)

20 January 2020
Dear Shareholder,
Notice of Annual General Meeting 2020, Buy-Back Authority and Rule 9 Waiver
I am pleased to be writing to you with details of our 2020 AGM which we are holding at 11:30 a.m.
on 12 February 2020 at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon
Place, 78 Cannon Street, London, EC4N 6AF.
The business to be considered by Shareholders at the 2020 AGM is set out in the Notice. I am
writing to you with an explanation of the Resolutions to be proposed at the 2020 AGM, and inparticular, to provide you with details of the Buy-Back Authority sought by Resolution 16 and theWaiver Resolution pursuant to Resolution 17. This letter also includes a recommendation thatyou vote in favour of the Resolutions as set out in the Notice.
Whether or not you propose to attend the 2020 AGM, if you would like to vote on the Resolutions
you can:1.

log on to http://www.signalshares.com using the investor number which is on your sharecertificate or dividend tax voucher and follow the instructions;2.

request a hard copy form of proxy directly from the Company’s Registrars, Link Asset
Services Limited, by telephoning +44 (0)371 664 0300 (calls cost 12p per minute plus
your phone company’s access charge. Calls outside the United Kingdom will becharged at the applicable international rate. Lines are open between 09:00 a.m. - 17:30
p.m. Monday to Friday, excluding public holidays in England and Wales); or7

3.

in the case of CREST members, utilize the CREST electronic proxy appointment service
in accordance with the instructions set out in the notes to the Notice of the 2020 AGM
on pages 31 to 34 of this document.

Shareholders are requested to vote as soon as possible, but in any event, to be valid, so as to bereceived by the Company’s Registrars, Link Asset Services Limited, no later than 11:30 a.m. on
10 February 2020. Hard copies of the Proxy Forms should be returned to Link Asset Services
Limited at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF.
The return of a completed Proxy Form, Electronic Filing or any CREST Proxy Instruction (asdefined in the notes to the Notice), will not preclude a member from attending and voting at the2020 AGM in person, should they subsequently decide to do so.
Business to be transacted at the 2020 AGM
Resolutions 1 to 12 (inclusive) set out in the notice of the 2020 AGM deal with the ordinary
business to be transacted at the 2020 AGM. Resolutions 1 to 13 (inclusive) and Resolution 17
are ordinary resolutions. Resolutions 14, 15 and 16 are special resolutions.
Resolution 1 - Report and accounts
The Directors must present to the meeting the audited annual accounts, together with thestrategic report, the Directors' report and the Auditor's report for the financial year ended 30
September 2019.
Resolution 2 - Directors’ remuneration report
Shareholders are being asked to approve the Directors' remuneration report for the financial year
ended 30 September 2019 which is set out on pages 36 to 39 in the 2019 Annual Report.
Resolution 3 - Final dividend
Shareholders are being asked to approve a final dividend of 7.00 pence per Ordinary Share forthe financial year ended 30 September 2019. If the recommended final dividend is approved, thedividend will be paid on 21 February 2020 to all Shareholders appearing on the Company’s
Register of Members at the close of business on 24 January 2020.
Resolutions 4 to 10 - Re-election of Directors
Notwithstanding that neither the Articles nor the QCA Guidelines (the corporate governance code
to which the Company adheres) require them to do so, all of the Directors are standing for reelection as has increasingly become the market practice and standard of good corporate
governance adopted by companies of equivalent standing to the Company. The biographies ofeach of the Directors standing for re-election can be found in the 2019 Annual Report.
Resolutions 11 and 12 - Re-appointment and remuneration of Auditors
The Company is required to appoint auditors at each general meeting at which accounts are laid
before the Company. Shareholders will be asked to confirm the re-appointment ofPricewaterhouseCoopers LLP as the Company's Auditors to hold office until the conclusion of theannual general meeting of the Company in 2021.

8

Notwithstanding that neither the Articles nor the QCA Guidelines (the corporate governance code
to which the Company adheres) require them to do so, the Shareholders will be asked in a
separate resolution to grant authority to the Directors to determine the Auditor's remuneration forthat period as has increasingly become the market practice and standard of good corporate
governance adopted by companies of equivalent standing to the Company.
Further explanation in relation to Resolutions 13, 14, 15, 16 and 17 being the special business tobe transacted at the 2020 AGM, is set out below.
Resolution 13 - Authority to allot shares or to grant subscription or pre-emption rights oversharesThe purpose of Resolution 13 is to renew the Directors' power to issue and allot new Ordinary
Shares in the Company.
Under section 549 of the Act, the Directors are prevented, subject to certain exceptions, fromallotting shares in the Company or from granting rights to subscribe for, or to convert any security
into, shares in the Company (“Rights”) without the authority of the Shareholders in general
meeting. Resolution 13, which will be proposed as an ordinary resolution at the 2020 AGM,
authorizes the Directors to allot shares and grant Rights up to an aggregate nominal value of£916,551 (representing, in accordance with the guidelines published by the Investment
Association, approximately one third of the nominal value of the ordinary share capital of theCompany in issue on the Latest Practicable Date).
If Resolution 13 is passed, the Directors' authority will expire on the earlier of 12 May 2021 andthe conclusion of the annual general meeting of the Company in 2021 save that the Company
before such expiry may make an offer or agreement which would or might require shares to be
allotted and issued after such expiry and the Directors may allot and issue shares in pursuanceof such an offer or agreement as if the authority had not expired.
The Directors have no immediate plans to make use of this authority otherwise than in connection
with the employee share schemes to the extent permitted by such schemes or, if appropriate, inrespect of any business opportunities that may arise consistent with the Company's strategic
objectives.
The Company does not currently hold any Ordinary Shares in treasury.
Resolutions 14 and 15 - Disapplication of pre-emption rights
If the Directors wish to allot new shares and other equity securities, or sell treasury shares forcash (other than in connection with an executive or employee share scheme), the Act requiresthat these shares are offered first to the Shareholders, in proportion to their existing holdings. The
Board considers it desirable to have flexibility, as permitted by corporate governance guidelines,
to respond to market developments and to enable allotments to take place to finance business
opportunities without making a pre-emptive offer to existing Shareholders.
The existing authority disapplying this pre-emption right conferred by a special resolution at the2019 AGM is soon to expire. It is therefore proposed that it be renewed. Resolutions 14 and 15,
which are proposed as special resolutions, reflect the recommendations of the Pre-Emption
Group's Statement of Principles. If passed, these resolutions will enable the Directors to allot
equity securities for cash without having to comply with statutory pre-emption rights, but this9

power will be limited to allotments: (a) in connection with a rights issue, open offer or other preemptive offer to ordinary shareholders and to holders of other equity securities (if required by therights of those securities or the Directors otherwise consider necessary), but (in accordance withnormal practice) subject to such exclusions or other arrangements; (b) up to an aggregate
nominal amount of £137,482 (which represents approximately 5 per cent of the issued ordinary
share capital of the Company as at the Latest Practicable Date; and (c) in addition to the authority
referred to in (b) above, up to an aggregate nominal amount of £137,482 (which represents
approximately 5 per cent of the issued ordinary share capital of the Company as at the Latest
Practicable Date) for use only for the purposes of financing or refinancing an acquisition or capital
investment of the kind contemplated by the Statement of Principles on Disapplying Pre-Emption
Rights published by the Pre-Emption Group.
If Resolutions 14 and 15 are passed, the Directors' authority will expire on the earlier of 12 May
2021 and the conclusion of the annual general meeting of the Company in 2021 and permits theBoard to allot and issue shares (or sell shares from treasury) after expiry of the disapplication if it
has agreed to do so beforehand.
Resolution 16 – The Buy-Back Authority
Resolution 16 is to authorise the Company to make market purchases of up to 10 per cent of theissued share capital of the Company, and for such authority to be exercisable until the earlier of
12 May 2021 and the conclusion of the annual general meeting of the Company in 2021 andpermits the Company to make market purchases after expiry of the expiration of such authority if
it has agreed to do so beforehand.
The Company has sought the authority of Shareholders to buy back Ordinary Shares for a numberof years. At each AGM that the Directors have requested authority to buy back Ordinary Shares
this has been for a period of three years as permitted by the Panel. Since the last authority wassought from the Shareholders at the 2017 AGM, the Panel has changed its policy in respect ofwaivers to Rule 9 of the City Code and buy back authorities and no longer permits such authorities
to be for a period of three years. In order to comply with the Panel’s change of policy, going
forward the Directors will be requesting authority from Shareholders to buy back Ordinary Sharesand to waive the requirements of Rule 9 of the City Code for a period of one year rather than fora period of three years.
The maximum price payable for the purchase by the Company of Ordinary Shares will be limited
to the higher of the price 5 per cent above the average of the middle market quotations of such
Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange plc for thefive business days prior to the purchase, the price of the last independent trade of an Ordinary
Share and the highest current independent bid for an Ordinary Share as derived from the London
Stock Exchange Trading System (SETS). The minimum price payable by the Company for thepurchase of Ordinary Shares will be £0.01 per share (being the nominal value of an Ordinary
Share).
In accordance with the recommendation of the Investment Association, this resolution is being
proposed as a special resolution.
The Directors would use the Buy-Back Authority with discretion, and purchases would only bemade from the Company's distributable reserves not required for other purposes and in the lightof market conditions prevailing at the time. Notwithstanding that the Company has bank facilities10

in place, the Company will not request from its finance provider to borrow any additional funds topurchase Ordinary Shares pursuant to the Buy-Back Authority. In reaching a decision to purchase
Ordinary Shares, the Directors would take account of the Company's cash resources and capitaland the effect of such purchase on the Company's business, and would only make market
purchases pursuant to the Buy-Back Authority if satisfied that they would increase earnings per
Ordinary Share and be in the interests of Shareholders generally. No announcement will be madeby the Company in advance of market purchases but any purchases made by the Company would
be announced by 7.30 a.m. on the next business day following the transaction.
Nothing said above regarding the Company's intentions regarding repurchasing Ordinary Sharesshould be taken as an indication that, if the Buy-Back Authority is granted and exercised, earnings
per share will necessarily be greater than those for the preceding financial period.
If the Buy-Back Authority is granted, the Board may take advantage of the treasury share regime
under the Act, and may decide to hold in treasury a maximum of 10 per cent of the issued Ordinary
Share capital bought back from Shareholders, pursuant to the authority being sought under
Resolution 16.
The Company will only be able to hold in treasury Ordinary Shares which are purchased using
distributable reserves of the Company. Such Ordinary Shares would be held by the Company in
its own name and would in the future either be sold for cash, used to meet the Company’s
obligations under employee share schemes, or cancelled at a later date. Any Ordinary Shares
held in treasury by the Company would remain listed, although the Company would not be able
to attend meetings, exercise any voting rights, or receive any dividend or other distribution (savefor any issue of bonus shares) in respect of any Ordinary Shares held in treasury. Once any such
Ordinary Shares are sold or transferred out of treasury, the new legal owners of the Ordinary
Shares would be able to exercise the usual rights from time to time attaching to such shares. In
the opinion of the Board, having the ability to hold Ordinary Shares bought back into treasury
allows for greater flexibility, and may save the Company some of the costs associated with issuing
new Ordinary Shares. As with any new issues and allotments of shares, a sale of treasury sharesfor cash may attract pre-emption rights.
Resolution 17 – The Waiver Resolution
Rule 9 of the City Code applies where any person, whether by a series of transactions over a
period of time or not, acquires an interest in shares which, when taken together with the sharesin which he is already interested (together with shares in which persons acting in concert with him
are interested), carry 30 per cent or more of the voting rights in a company which is subject to theCity Code. In those circumstances, that person is normally required to make a general offer to allof the remaining shareholders of the company to acquire their shares. Similarly, when any person(or persons acting in concert) is (or are) already interested in shares which carry 30 per cent or
more, but not more than 50 per cent of the voting rights in the company in question, a generaloffer will normally be required to be made if any further interests in such shares are acquired.
An offer under Rule 9 of the City Code must be in cash and at the highest price paid within the
12 months prior to the announcement of the offer for any shares acquired in the company by the
person required to make the offer (or any person acting in concert with him).
Under Rule 37.1 of the City Code, when a company purchases its own voting shares, the resulting
increase in the percentage of shares carrying voting rights in which a person or group of persons

11acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 of theCity Code (although a Shareholder who is neither a director, nor acting in concert with a director,
will not normally incur an obligation to make an offer under Rule 9 of the City Code).
The AB concert party (comprised of Andrew Brode, Diane Brode and the Trustee, who are acting
in concert by virtue of Andrew Brode and Diane Brode being each other’s spouse and their cooperation with the Trustee in respect of the Ordinary Shares held by them pursuant to the termsof the Trust (details of which are set out below) for the purposes of Rule 9 of the City Code) as atthe Last Practicable Date held 90,174,060 Ordinary Shares representing approximately 32.795
per cent of the issued share capital of the Company. If the Company were to repurchase shares
under the Buy-Back Authority, and at the time the voting rights attributable to the aggregate
holding of the AB concert party (details of which are set out below) continued to exceed 30 per
cent of the voting rights of the Company, an obligation under Rule 9 of the City Code would arisefor one or more members of the AB concert party to make a mandatory cash offer for the issued
shares of the Company which they do not already own.
The Company has applied to the Panel for a waiver of Rule 9 of the City Code in order to permit
the Buy-Back Authority to be exercised by the Board without triggering an obligation on the partof the AB concert party to make a general offer to Shareholders. The Panel has agreed to waive
the obligation of the AB concert party to make a general offer to all Shareholders that would
otherwise arise as a result of increases in the shareholding of the AB concert party following themarket purchases of Ordinary Shares by the Company pursuant to the Buy-Back Authority,
subject to the approval of the Waiver Resolution by Independent Shareholders on a poll vote.
Accordingly, the Waiver Resolution seeks the approval of the Independent Shareholders to waive
the requirement under Rule 9 of the City Code that the AB concert party must make a generalcash offer to all the remaining Shareholders to acquire their shares if the Company were to buyback Ordinary Shares pursuant to the Buy-Back Authority, given that the AB concert party may
be holding in excess of 30 per cent of the Ordinary Shares at the time, and the voting rights
connected with that holding would be increased by the buy-back. In accordance with the City
Code, the Waiver Resolution is being proposed at the 2020 AGM and will be taken on a poll of
Independent Shareholders. The AB concert party will not be entitled to vote on the Waiver
Resolution. The AB concert party will not be restricted from making an offer for the Company
following the approval of the Waiver Resolution by Independent Shareholders at the 2020 AGM.
The Waiver, which is valid only for so long as the authority granted pursuant to the Buy-Back
Authority remains in force, applies only in respect of increases in the percentage interests of the
AB concert party resulting from market purchases by the Company of Ordinary Shares, and not
in respect of other increases in the holdings of the AB concert party. Therefore, if any member ofthe AB concert party were to otherwise increase its holding of Ordinary Shares in the Company,
Rule 9 of the City Code would continue to apply. The Directors have no present intention of
exercising the Buy-Back Authority to make market purchases, however, the authority provides
the Company with the flexibility to do so for the duration of the authority. The final decision relating
to any repurchase of Ordinary Shares would be taken by the Independent Directors and would
be conducted within the pricing and size parameters agreed by the Independent Directors, but incompliance with the limits set out in the Buy-Back Authority.
If the Independent Shareholders do not approve the Waiver Resolution, but the Buy-Back
Authority is passed, the Directors will not make use of the authority to be granted under the BuyBack Authority unless arrangements can be put in place to ensure that the AB concert party's
percentage interest in the Ordinary Shares will not increase as a result of any purchases by the12Company of its own Ordinary Shares, or a further waiver is sought from the Panel in respect ofsuch increases (and Independent Shareholder approval is granted), since, based on the issued
share capital of the Company and the AB concert party's percentage interest in the Ordinary
Shares as at the Latest Practicable Date, any purchases by the Company of its own shares from
Shareholders other than the AB concert party could result in the AB concert party having to makea mandatory offer to all Shareholders under Rule 9 of the City Code.
Details of the AB concert party
Pursuant to the City Code, it is necessary to provide an illustration of the maximum potential
shareholding of the AB concert party based on certain assumptions.
The AB concert party’s current interests in and the percentages of the voting rights in the
Company attributable to such holdings are:Name of AB concert party member

No. of Ordinary Shares% of issued
share capital

Andrew Brode

11,500,000

4.182

Diane Brode

15,000

0.005

The Trustee

78,659,060

28.607

Total

90,174,060

32.795

If the authority to be granted by Resolution 16 were exercised in full, and assuming no disposalsof Ordinary Shares by members of the AB concert party, and no issues of Ordinary Shares by theCompany in the meantime, or any person exercising any options or any other rights to subscribe
for Ordinary Shares, the aggregate holdings of the AB concert party and the percentage of thevoting rights in the Company attributable to such holdings would be:
Name of AB concert party member

No. of Ordinary Shares% of issued
share capital

Andrew Brode

11,500,000

4.647

Diane Brode

15,000

0.006

The Trustee

78,659,060

31.785

Total

90,174,060

36.439

Accordingly, following the repurchase of Ordinary Shares, members of the AB concert
party will between them be interested in Ordinary Shares carrying 30 per cent or more of
the Company’s voting share capital, but will not hold Ordinary Shares carrying more than
50 per cent of such voting rights, and for so long as they continue to be treated as acting

13

in concert any further increase in that aggregate interest in Ordinary Shares will be subject
to the provisions of Rule 9 of the City Code.
The AB concert party’s intentions
The AB concert party has confirmed to the Company that it is not proposing, following any
increase in its percentage shareholdings or voting rights as a result of a repurchase of Ordinary
Shares by the Company, to seek any change in the composition of the Board, the general natureand continuance of the Company's business, the strategic plans of the Company, the location of
the Company’s places of business, including the location of the Company’s headquarters andheadquarters functions, any research and development functions, any employer contributions to
the AB concert party’s pension scheme or the accrual of any benefits for the existing members ofthat pension scheme or the admission of new members, the redeployment of the fixed assets of
the Company, the maintenance of any existing trading facilities for the relevant securities, thecontinued employment of its employees and management and those of the Company’s
subsidiaries or any material change in the conditions of employment or in the balance of skills
and functions of its employees and management and those of the Company’s subsidiaries.
Andrew Brode
Andrew Brode, a chartered accountant, led the management buy-in of the Group in 1995 and its
flotation to AIM in 2003. As Chairman, his primary role is to manage investor relations. He is thechairman of each of GRC International Group plc and Learning Technologies Group plc, and is adirector of other private equity financed media companies. Diane Brode, who is Andrew Brode's
wife, holds 15,000 Ordinary Shares, and is part of the AB concert party, with the same address
as Andrew Brode. Andrew Brode's address is FAO: Andrew Brode, Europa House, Chiltern Park,
Chiltern Hill, Chalfont St Peter, Buckinghamshire, SL9 9FG.
The Brode Life Interest Settlement
Andrew Brode is the sole life tenant of the Trust and is entitled to request that the Trustee transfers
to him the Ordinary Shares held by it which otherwise are held for the beneficiaries of the Trust.
The Trust and the Trustee's address is PO Box 48, Canada Court, St Peter Port GY1 3BQ,
Guernsey. The Trustee accepts responsibility for the information contained in this document inrespect of the Trust (including any expressions of opinion). To the best of the knowledge andbelief of the Trustee (who has taken all reasonable care to ensure that such is the case), theinformation contained in this document in respect of the Trust (including any expressions of
opinion) is in accordance with the facts and does not omit anything likely to affect the import ofsuch information.
Directors' Recommendations
Resolutions 1 to 15
The Directors, who have been advised by Numis, consider that Resolutions 1 to 15 are fair andreasonable and in the best interests of the Shareholders and the Company as a whole. In
providing advice to the Directors, Numis has taken account of the Directors’ commercial
assessment. Accordingly, the Directors unanimously recommend that you vote in favour of
Resolutions 1 to 15 at the 2020 AGM, as they intend to do in respect of their own beneficial

14

holdings of 90,509,140 Ordinary Shares in aggregate, representing approximately 32.917 percent of the Ordinary Shares currently in issue.
Independent Directors’ Recommendations
Resolutions 16 and 17
Andrew Brode has not taken part in any decision of the Board relating to any proposal to seek awaiver of Rule 9 of the City Code from the Panel since it is his shareholdings (and those of the
AB concert party) which are the subject of the Waiver Resolution. No members of the AB concert
party are able to vote on the Waiver Resolution. Additionally, Andrew Brode has confirmed that
he will not participate in any decision to repurchase Ordinary Shares while the Buy-Back Authority
is in place.
In addition, the Independent Directors, who have been so advised by Numis, consider that theobtaining of the Buy-Back Authority for the Company to purchase its own Ordinary Shares andthe approval of the Waiver by the Panel of any requirement for the AB concert party to make ageneral offer to Shareholders under Rule 9 of the City Code, where such obligation would
otherwise arise as a result of exercise by the Board of the Buy-Back Authority being sought, arefair and reasonable and in the best interests of the Independent Shareholders and the Company
as a whole. In providing advice to the Independent Directors, Numis has taken account of the
Independent Directors’ commercial assessment.
Accordingly, the Independent Directors unanimously recommend that you vote in favour of
Resolutions 16 and 17 at the 2020 AGM as they intend to do in respect of their own beneficial
holdings of 335,080 Ordinary Shares in aggregate, representing approximately 0.122 per cent of
the Ordinary Shares currently in issue.
Yours faithfully

Andrew Brode
Chairman15

PART II - ADDITIONAL INFORMATION RELATING TO THE WAIVER RESOLUTION
1.

Principal Activities of the GroupThe Company’s principal activity is the business of holding investments in trading
subsidiaries, with a view to earning a profit to be distributed to Shareholders. The
principal activities of subsidiary undertakings are intellectual property support services(patent translations, international patent filing solutions and technical searches),commercial translations, linguistic validation and life sciences language services.

2.

Interests and Dealings

2.1

Directors
2.1.1

At the close of business on the Latest Practicable Date the interests of the
Directors, their immediate families and persons connected with them (within
the meaning of Part 22 of the Act) in the issued Ordinary Share capital of theCompany (all of which are beneficial unless stated otherwise) are as follows:
Director

No. of Ordinary
Shares% of issued sharecapitalAndrew Brode

90,174,060

32.795

Richard Thompson

282,480

0.103

Elisabeth Lucas

50,0000.018

Lara Boro

2,600

0.001

Total

90,509,140

32.917The Ordinary Shares noted above in respect of Andrew Brode are comprisedof 78,659,060 Ordinary Shares held by the Trustee as trustee of the Trust inwhich Andrew Brode has a beneficial interest, 15,000 Ordinary Shares held
by Diane Brode (the wife of Andrew Brode), and 11,500,000 Ordinary Shares
held directly by Andrew Brode.
2.1.2

The maximum percentage shareholdings in which each Director will beinterested in the event that the Board exercises the Buy-Back Authority in its
entirety (assuming no disposal by each Director and no issues of Ordinary
Shares by the Company) will be:
Director

No. of Ordinary
Shares% of issued sharecapitalAndrew Brode

90,174,060

36.43916

Director

No. of Ordinary
Shares% of issued sharecapitalRichard Thompson

282,480

0.114

Elisabeth Lucas

50,0000.020

Lara Boro

2,600

0.001

Total

90,509,140

36.574

With the Ordinary Shares stated above in respect of Andrew Brode being held
as set out in paragraph 2.1.1.
2.2

The Trust
The Trustee is the legal owner of the Trust's property (being the Ordinary Shares held
on behalf of the Trust's beneficiaries). The Trustee is a corporate trustee, which may
hold interests in the Company on behalf of other shareholders of the type detailed inparagraph 2.5 below. Andrew Brode is entitled to request that the Trustee transfers to
him the Ordinary Shares held by it, which otherwise are held for the beneficiaries of theTrust.

2.3

Employee Share Option Schemes2019 Share Option Scheme
On 13 May 2019 the Board approved a new share option scheme for Directors andsenior employees of the Company, under which options may be granted over Ordinary
Shares representing up to a maximum of 10 per cent of the Company’s issued sharecapital (the “Plan”). Under the Plan, 649,666 options over Ordinary Shares have been
granted since 13 May 2019 to certain directors of the Company as follows:
Director

Options

Richard Thompson

478,701

Desmond Glass

170,965

Total

649,666

The options granted above constitute all of the options over Ordinary Shares granted to
the Directors under the Plan. Further options over an additional 581,279 Ordinary
Shares have been granted to senior employees of the Company since 13 May 2019.
The Directors have no current intention to adopt any additional share option schemes.
The options over Ordinary Shares will normally vest on the third anniversary of the grant
date subject to the rules of the Plan, continued employment with the Group and17achievement of performance conditions. The performance conditions applicable to theoptions over Ordinary Shares are based on the Group achieving stretched EPS targets,set annually by the Group’s Remuneration Committee.
Vested options are subject to a two-year holding period and will be exercisable on thefifth anniversary of the grant date and will lapse on the tenth anniversary of the grant
date. All options over Ordinary Shares are subject to defined malus and clawback
provisions.
The Directors have no current intention to adopt any additional share option schemes.
2.4

GeneralSave as disclosed above in this paragraph 2, as at the close of business on the Latest
Practicable Date:
2.4.1

no member of the AB concert party or anyone acting in concert with it had any
interests, rights to subscribe or short positions (whether conditional orabsolute and whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery obligation or right torequire another person to purchase or take delivery in any Relevant
Securities;

2.4.2

no member of the AB concert party or anyone acting in concert with it had any
dealings (including borrowing or lending) in Relevant Securities which took
place during the period beginning 12 months preceding the date of thisdocument and ending on the Latest Practicable Date;

2.4.3

none of the Directors, their immediate families, persons connected with them(within the meaning of Part 22 of the Act and related regulations) or any
person acting in concert with them had any interests, rights to subscribe or
short positions (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery in any Relevant Securities;

2.4.4

none of the Directors, their immediate families, persons connected with them(within the meaning of Part 22 of the Act and related regulations) or any
person acting in concert with them had any dealings (including borrowing or
lending) in Relevant Securities which took place during the period beginning
12 months preceding the date of this document and ending on the Latest
Practicable Date;

2.4.5

no person acting in concert with the Company nor any person with whom theCompany or any person acting in concert with the Company, no pension fundor employee benefit trust of the Company, nor any member of the AB concert
party had any interests, rights to subscribe or short positions (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 in
any Relevant Securities;

18

2.4.6no person acting in concert with the Company nor any person with whom theCompany or any person acting in concert with the Company, no pension fundor employee benefit trust of the Company, nor any member of the AB concert
party had any dealings (including borrowing or lending) in Relevant Securities
which took place during the period beginning 12 months preceding the dateof this document and ending on the Latest Practicable Date;

2.4.7

no Connected adviser to the Company nor any person controlling, controlled
by or under the same control as such Connected Adviser (except for an
exempt principal trader or exempt fund manager) had any interest in or rightto subscribe for, or had any short position in relation to, any Relevant
Securities; and2.4.8

no Relevant Securities had been borrowed or lent by the AB concert party orby any person acting in concert with it or by the Company, the Directors or by
any persons acting in concert with the Company.

In this paragraph 2 references to:“Arrangement” includes any 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;“Connected adviser” has the meaning given to it in the City Code;“control” means an interest, or interests, in shares carrying in aggregate 30 per cent ormore of the voting rights (as defined below) of a company, irrespective of whether suchinterest or interests give de facto control;“Dealing” or “dealt” includes the following:(a)the acquisition or disposal of Relevant Securities, of the right (whether
conditional or absolute) to exercise or direct the exercise of voting rights
attached to Relevant Securities, or of general control of Relevant Securities;(b)

the taking, granting, acquisition, disposal, entering into, closing out,termination, exercise (by either party) or variation of an option (including a
traded option contract) in respect of any Relevant Securities;(c)subscribing or agreeing to subscribe for Relevant Securities;(d)the exercise of conversion of any Relevant Securities carrying conversion or
subscription rights;(e)the acquisition of, disposal of, entering into, closing out, exercise (by either
party) of any rights under, or variation of, a derivative referenced, directly or
indirectly, to Relevant Securities;(f)entering into, terminating or varying the terms of any agreement to purchaseor sell Relevant Securities; or

19

(g)

any other action resulting, or which may result, in an increase or decrease in
the number of Relevant Securities in which a person is interested or in respectof which he has a short position;“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 but which does
not include the possibility of delivery of such underlying security;“Exempt principal trader” or “exempt fund manager” has the meaning attributed to it
in the City Code;being “interested” in Relevant Securities includes where a person:(a)owns Relevant Securities;(b)

has the right (whether conditional or absolute) to exercise or direct theexercise of the voting rights attaching to Relevant Securities or has generalcontrol of them;(c)by virtue of any agreement to purchase, option or derivative, has the right or
option to acquire Relevant Securities or call for their delivery or is under anobligation to take delivery of them, whether the right, option or obligation isconditional or absolute and whether it is in the money or otherwise; or(d)is party to any derivative whose value is determined by reference to its priceand which results, or may result, in his having a long position in it;“Relevant Securities” means relevant securities of the Company, as defined in the City
Code;
“Short position” means any short position (whether conditional or absolute andwhether 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 topurchase or take delivery; and“Voting rights” except for the purpose of Rule 11 of the City Code, voting rights means
all the voting rights attributable to the capital of a company which are currently
exercisable at a general meeting.
3.

Directors’ Service Agreements and Letters of Appointment
Executive Director Arrangements

3.1

The Executive Directors have written service contracts, which provide as follows:
Director

Date of Service
Contract

Notice Period

Salary per annum(£)

Andrew Brode

30 October 2003

Six months

263,000

Richard Thompson

1 November 2012

Six months

450,000

20

Director

Date of Service
Contract

Notice Period

Salary per annum(£)

Desmond Glass

6 November 2017

Six months

300,000

The written service contracts for Richard Thompson and Desmond Glass provide for a
performance related annual bonus and other customary benefits, such as holidays andhealth benefits, sickness benefit and pensions. Further detail in relation to the Executive
Directors' service contracts are set out on page 37 of the 2019 Annual Report whichaccompany the Notice.
The entitlement of the Executive Directors to participate in the Company’s share option
scheme is described in paragraph 2.3 of this Part II of this document.
In the event of early termination, the Executive Directors' service contracts provide forcompensation in respect of salary and benefits for the notice period.
Non-Executive Director Arrangements
3.2

3.3

The Non-Executive Directors do not have service contracts. Their remuneration is abase fee as follows:
Director

Date of Letter of
Appointment

Notice Period

Fee per annum(£)

Elisabeth Lucas

1 January 201230 days

55,000David E Shrimpton

1 January 2010

30 days

50,000Lara Boro

20 September 201730 days

50,000Tomas Kratochvíl

28 March 2018

30 days

50,000The four Non-Executive Directors are appointed until their appointments with theCompany are terminated by either party giving not less than 30 days' notice in writing
to the other (unless certain circumstances prevail, e.g. bankruptcy of the Non-Executive
Director, in which event the appointments of the Non-Executive Directors may beterminated by the Company immediately without notice). Further detail in relation to the
Non-Executive Directors’ service contracts are set out on page 37 of the 2019 Annual
Report which accompany the Notice.
New Agreements and Amendments

3.4

The Executive Directors’ salaries stated in paragraph 3.1 and the Non-Executive
Director fees stated in paragraph 3.2 are current.

21

3.5

Other than a change to the salaries of the Executive Directors and the fees of the NonExecutive Directors listed below (being in the last six months), none of the Directors’
service contracts have been amended in the last six months.
Director

Previous
Salary/Fee perannum (£)

Current
Salary/Fee perannum (£)

Date of Increase

Richard Thompson

415,000

450,000

1 October 2019

Desmond Glass

240,000

300,000

1 October 2019

Elisabeth Lucas

54,00055,0001 January 2020

David E Shrimpton

48,00050,0001 January 2020

Lara Boro

48,00050,0001 January 2020

4.

Financial Information

4.1

Since the last audited financial statements of the Company for the year ended 30
September 2018, the Company released a trading update dated 18 April 2019 (the “HalfYear Trading Update”), a half year report dated 11 June 2019 for the six months to 30
June 2019 (the “Half Year Report”), a year-end trading statement dated 15 October
2019 for the year ended 30 September 2019 (the “Year End Trading Statement”) andpreliminary results dated 10 December 2019 for the year ended 30 September 2019(the “Preliminary Results”), (the Half Year Trading Update, the Half Year Report, theYear End Trading Statement and the Preliminary Results, together the “Trading
Updates”). The Trading Updates are available on the Company's website athttps://www.rws.com/investor-relations/rns-announcements.

4.2

There has been no known significant change in the financial or trading position of theCompany subsequent to the publication of the last audited financial statements of theCompany for the year ended 30 September 2019.

4.3

Total revenue of the Group for the period ended 30 September 2019 was £355.7m(2018: £306.0m).

4.4

For the period ended 30 September 2019, the reported profit before tax for the Groupwas £74.2m (2018: £61.8m).

4.5

The net assets of the Group shown in the audited accounts for the period ended 30
September 2019 were £397.5m (2018: £355.3m).

4.6

In accordance with Rules 24.3(a) of the City Code, the Annual Reports and Financial
Statements are available from the Company's website https://www.rws.com/investorrelations/ and the following financial information contained in the Annual Reports andFinancial Statements of the Company is incorporated into this document by reference
to that website.

22

4.7
City
Code
24.3

Financial
Information

(a)

4.8

Document Reference: Annual Reports andFinancial Statements
Period ending
30 September
2019

Period ending
30 September
2018

Period ending
30 September
2017

(i)

TurnoverPage 50

Page 42

Page 42(i)

Net profit before
tax

Page 50

Page 42

Page 42(i)

Net loss before
tax

N/A

N/A

N/A

(i)

Net profit after tax

Page 50

Page 42

Page 42(i)

Net loss after tax

N/A

N/A

N/A

(i)

Charge for tax

Page 50

Page 42

Page 42(i)

Extraordinary
items

N/A

N/A

N/A

(i)

Minority interests

N/A

N/A

N/A

(i)

Amount absorbedby dividends

Page 52

Page 44

Page 44(i)

Earnings
dividends
share

and
per

Pages 67 and 68

Page 58

Pages 64 and 65(ii)

Statement
assetsliabilities

ofandPage 51

Page 43

Page 43

(iii)

Cash
statement

flow

Page 53

Page 45

Page 46(vii)

Significant
accounting

Pages 92 to 93

Pages 78 to 79

Pages 94 to 95

There has been no inflation-adjusted information published since the last publishedaudited accounts.

23

4.9

There has been no change in accounting policies which has led to figures being
incomparable to any material extent.

4.10

Except as set forth above, no other portion of these documents is incorporated byreference into this document.
The information incorporated by reference into this document will only be provided in
hard copy on request. Such requests should be made by either writing to the Company
Secretary at Europa House, Chiltern Park, Chiltern Hill, Chalfont St Peter,
Buckinghamshire, SL9 9FG or contacting the Company Secretary by telephoning 01753
480200.

4.11

There are no current ratings or outlooks publicly accorded to the Company by ratings
agencies.

5.

Middle Market Quotations
The following table sets out the middle market quotations for an Ordinary Share, as
derived from the Daily Official List of London Stock Exchange Plc for the first business
day of each of the six months immediately preceding the date of this document and for
16 January 2020 (being the latest practicable date prior to the publication of thisdocument):
Date

Price per Ordinary Share

1 August 2019

652.00p

2 September 2019

608.00p

1 October 2019

590.00p

1 November 2019

598.00p

2 December 2019

644.00p

2 January 2020

624.00p

16 January 2020

613.00p6.

Material Contracts

6.1

During the two years’ preceding the date of this document, the only material contractthat the Company and its subsidiaries entered into is (not being a contract entered into
in the ordinary course of business) an acquisition agreement on 17 January 2019,
pursuant to which the Company acquired the entire issued share capital of Alpha
Translations Canada Inc., a leader in expert legal and financial translations and financial

24

transactions, for a total cash consideration of US$6.0m. The details of the transaction
are set out on page 87 of the 2019 Annual Report.
7.

General

7.1

Numis has consented in writing and has not withdrawn its written consent to the issueof this document with the inclusion herein of the references to its name and its advice
to the Independent Directors in the form and context in which they are included.

7.2

No relationship (personal, financial and commercial), agreement, arrangement or
understanding (including any compensation arrangement) exists between the ABconcert party, Directors, recent directors, Shareholders or recent shareholders in the
Company having any connection with or dependence upon the proposals set out in thisdocument.

7.3

No agreement, arrangement or understanding exists whereby the Ordinary Shares heldby the AB concert party will be transferred to any other party. All Ordinary Sharesacquired by the Company will, in accordance with the Act, be cancelled and the issued
share capital of the Company will be reduced by the nominal amount of the Ordinary
Shares so purchased (unless the Board take advantage of the treasury share regime
as detailed above).

7.4

The Directors' intentions regarding the continuance of the Company's business and its
intentions regarding the continued employment of its employees and those of its
subsidiaries will not be altered on completion of any proposed purchase by theCompany of its Ordinary Shares.

7.5

Other that in relation to the share option arrangements described at paragraph 2.3 ofthis Part II of this document, the AB concert party has not entered into or reached anadvanced stage of discussions in proposals to enter into any form of incentivization
arrangements with members of the Company's management who are interested in
Ordinary Shares.

7.6

This document is being made available to all Shareholders on the register of membersof the Company at close of business on the Latest Practicable Date.

8.

Documents Available for Inspection
Copies of the following documents will be made available for inspection at the offices of
the Company during usual business hours on any weekday (Saturdays, Sundays andpublic holidays excepted) from the date of posting of this document up to the date of theAnnual General Meeting and at the place of meeting for 15 minutes prior to the 2020
AGM and during the 2020 AGM:

8.1

the Memorandum and Articles of the Company;

8.2

the 2019 Annual Report, 2018 Annual Report and 2017 Annual Report;

8.3

the service contracts between the Company and each of the Executive Directors of theCompany;25

8.4

the letters of appointment between the Company and each of the Non-Executive
Directors of the Company;

8.5

the consent letter from Numis referred to in paragraph 7.1 above; and8.6

this document.
Copies of the documents 8.1 to 8.6 set out above will also be available at the Company's
website at https://www.rws.com/investor-relations/.

26

NOTICE OF ANNUAL GENERAL MEETINGRWS HOLDINGS PLC(incorporated and registered in England and Wales under number 03002645)
NOTICE OF ANNUAL GENERAL MEETINGNOTICE is hereby given that the 2020 ANNUAL GENERAL MEETING of RWS Holdings plc (the“Company”) will be held at 11:30 a.m. on 12 February 2020 at the offices of CMS Cameron
McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF for thetransaction of the following business:
Ordinary BusinessTo consider and, if thought fit, to pass the following Resolutions which will be proposed as ordinary
resolutions:1.

To receive and adopt the Company’s annual accounts for the financial year ended 30
September 2019, together with the strategic report, the Directors' report and the
Auditor’s report.

2.

To receive and approve the Directors' remuneration report for the financial year ended
30 September 2019.

3.

To declare the final dividend for the year ended 30 September 2019 of 7.00 pence per
Ordinary Share payable to shareholders on the register at the close of business on 24
January 2020.

4.

To re-elect Andrew Brode as a Director.

5.

To re-elect Richard Thompson as a Director.

6.

To re-elect Desmond Glass as a Director.

7.

To re-elect David Shrimpton as a Director.

8.

To re-elect Elisabeth Lucas as a Director.

9.

To re-elect Lara Boro as a Director.

10.

To re-elect Tomas Kratochvíl as a Director.

11.

To reappoint PricewaterhouseCoopers LLP as Auditors to hold office from theconclusion of this meeting until the conclusion of the next Annual General Meeting of
the Company at which accounts are laid before the Company.

12.

To authorize the Directors to determine the Auditor's remuneration.

27

Special Business
13.

THAT:
(a)

the Directors be generally and unconditionally authorized under section 551
of the Companies Act 2006 (the “2006 Act”) to exercise all the powers of theCompany to allot shares in the Company or grant rights to subscribe for, orconvert any security into, shares in the Company (“Rights”) up to an
aggregate nominal amount of £916,551;(b)

this authority shall expire (unless previously revoked, varied or renewed by
the Company) on the earlier of 12 May 2021 or the conclusion of the Annual
General Meeting of the Company in 2021;(c)

the Company may make an offer or agreement before this authority expires
which would or might require shares to be allotted or Rights to be granted after
it has expired and the Directors may allot shares or grant Rights in pursuanceof any such offer or agreement notwithstanding that the power conferred bythis Resolution has expired; and(d)all previous authorities to allot shares or grant Rights, to the extent unused,shall be revoked.

To consider and, if thought fit, to pass the following Resolutions which will be proposed
as special resolutions:
14.

THAT subject to the passing of Resolution 13 above, the Directors shall have the power
under section 570 of the 2006 Act to allot equity securities (as defined in section 560 of
the 2006 Act) for cash pursuant to the general authority conferred on them by Resolution
13 above and/or to sell equity securities held as treasury shares for cash pursuant tosection 727 of the 2006 Act, in each case as if section 561 of the 2006 Act did not apply
to any such allotment or sale, provided that this power shall be limited to:(a)any such allotment and/or sale of equity securities in connection with an offer
or issue by way of rights or other pre-emptive offer or issue, open for
acceptance for a period fixed by the Directors, to holders of ordinary sharesof 1 pence each (the “Ordinary Shares”) (other than the Company) on theregister on any record date fixed by the Directors in proportion (as nearly as
may be) to the respective number of Ordinary Shares deemed to be held by
them, subject to such exclusions or other arrangements as the Directors may
deem necessary or expedient in relation to fractional entitlements, legal orpractical problems arising in any overseas territory, the requirements of any
regulatory body or stock exchange or any other matter whatsoever; and(b)

any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a)above, of equity securities having, in the case of Ordinary Shares, anaggregate nominal value or, in the case of other equity securities, giving theright to subscribe for or convert into Ordinary Shares having an aggregate
nominal value, not exceeding the sum of £137,482.

28

This authority shall expire, unless previously revoked or renewed by the Company ingeneral meeting, at such time as the general authority conferred on the Directors by
Resolution 13 expires, except that the Company may before such expiry make any offer
or agreement which would or might require equity securities to be allotted or equity
securities held as treasury shares to be sold after such expiry and the Directors may
allot equity securities and/or sell equity securities held as treasury shares in pursuanceof such an offer or agreement as if the power conferred by this Resolution had not
expired.
15.

THAT, in addition to any authority granted under Resolution 14, the Directors be
empowered pursuant to section 570 of the 2006 Act to allot equity securities (as definedin section 560 of that Act) for cash pursuant to the general authority conferred on themby Resolution 13 and/or to sell equity securities held as treasury shares for cash
pursuant to section 727 of the 2006 Act, in each case as if section 561 of that 2006 Act
did not apply to any such allotment or sale, provided that this power shall be:(a)limited to any such allotment and/or sale of equity securities having, in thecase of Ordinary Shares, an aggregate nominal value or, in the case of other
equity securities, giving the right to subscribe for or convert into Ordinary
Shares having an aggregate nominal value, not exceeding the sum of£137,482; and(b)used only for the purposes of financing (or refinancing, if the authority is to be
used within six months after the original transaction) a transaction which the
Directors determine to be an acquisition or other capital investment of a kind
contemplated by the Statement of Principles on Disapplying Pre-Emption
Rights most recently published by the Pre-Emption Group prior to the date ofthis document.

This authority shall expire, unless previously revoked or renewed by the Company ingeneral meeting, at such time as the general authority conferred on the Directors by
Resolution 13 expires, except that the Company may before such expiry make any offer
or agreement which would or might require equity securities to be allotted or equity
securities held as treasury shares to be sold after such expiry and the Directors may
allot equity securities and/or sell equity securities held as treasury shares in pursuanceof such an offer or agreement as if the power conferred by this Resolution had not
expired.
16.

THAT, the Company be, and it is hereby, generally and unconditionally authorized forthe purpose of sections 693 and 701 of the 2006 Act to make one or more market
purchases (within the meaning of section 693(4) of the 2006 Act) of Ordinary Shares
upon such terms and in such manner as the directors of the Company shall determine,
provided that:(a)the maximum aggregate number of Ordinary Shares authorised to bepurchased is 27,496,538 (representing 10 per cent of the issued share capitalof the Company as at 19 January 2020);(b)

the minimum price which may be paid for such Ordinary Shares is £0.01 pershare (exclusive of expenses);

29

(c)

the maximum price (exclusive of expenses) which may be paid for an Ordinary
Share cannot be more than an amount equal to 105 per cent of the averageof the closing middle market price for an Ordinary Share as derived from the
AIM appendix to the London Stock Exchange's Daily Official List for the fivebusiness days immediately prior to the day the purchase is made;(d)unless previously renewed, varied or revoked, the authority hereby conferred
shall expire on the earlier of 12 May 2021 or the conclusion of the Annual
General Meeting of the Company in 2021; and(e)

the Company may make a contract or contracts to purchase Ordinary Shares
under this authority prior to the expiry of such authority which will or may be
executed wholly or partly after the expiry of such authority and may make apurchase of Ordinary Shares in pursuance of any such contract or contracts.

To consider and, if thought fit, pass the following ordinary resolution (which will be taken
on a poll which only independent shareholders are entitled to vote, with such
independent shareholders not being members of the AB concert party, as defined
below):
17.

To resolve that the waiver by the Panel on Takeovers and Mergers, described in thecircular accompanying the notice of this meeting, of any requirement under Rule 9 of
the City Code on Takeovers and Mergers for Andrew Brode, Diane Brode and RBC
Trustees (Guernsey) Limited (together, the "AB concert party") or any of them to makea general offer to the shareholders of the Company for all the issued share capital of
the Company as a result of any market purchase of Ordinary Shares by the Company
pursuant to the authority sought pursuant to Resolution 16 set out in the notice of thismeeting be and is hereby approved such that if the authority to be granted by Resolution
16 were exercised in full (at any time during the grant of that authority, being the earlierof 12 May 2021 or the conclusion of the Annual General Meeting of the Company in2021 as specified in Resolution 16(d)), no disposals of Ordinary Shares by any memberof the AB concert party took place and no options or rights were exercised or taken up
and no issues of Ordinary Shares made by the Company, the aggregate holding of the
AB concert party would represent 36.439 per cent of the issued Ordinary Shares(excluding for this purpose any Ordinary Shares held as treasury shares).

20 January 2020
By order of the Board

Desmond Glass
Company Secretary

Registered Office: Europa House, Chiltern Park, Chiltern Hill, Chalfont St Peter, Buckinghamshire, SL9 9FG Registeredin England and Wales under number 03002645

30

NOTICE OF ANNUAL GENERAL MEETING - NOTESThe following notes explain your general rights as a Shareholder and your right to attend and voteat the 2020 AGM or to appoint someone else to vote on your behalf.
1.

To be entitled to attend and vote at the 2020 AGM (and for the purpose of thedetermination by the Company of the number of votes they may cast), Shareholders
must be registered in the Company's Register of Members at close of business on 10
February 2020 (or, in the event of any adjournment, 48 hours before the time of the
adjourned meeting). Changes to the Company's Register of Members after the relevant
deadline shall be disregarded in determining the rights of any person to attend and voteat the 2020 AGM.

2.

Shareholders, or their proxies, intending to attend the 2020 AGM in person arerequested, if possible, to arrive at the meeting venue at least 20 minutes prior to thecommencement of the 2020 AGM at 11:30 a.m. on 12 February 2020, so that theirshareholding may be checked against the Company’s Register of Members andattendances recorded.

3.

Shareholders are entitled to appoint another person as a proxy to exercise all or part oftheir rights to attend and to speak and vote on their behalf at the 2020 AGM. A
Shareholder may appoint more than one proxy in relation to the 2020 AGM provided
that each proxy must be appointed to exercise the rights attached to a different shareor shares held by that Shareholder. The return of a completed Proxy Form or Electronic
Filing or any CREST Proxy Instruction (as described in note 6 below) will not prevent a
Shareholder attending the 2020 AGM and voting in person if he/she wishes to do so.

4.

In the case of joint holders, where more than one of the joint holders purports to appointa proxy, only the appointment submitted by the most senior holder will be accepted.
Seniority is determined by the order in which the names of the joint holders appear in
the Company's Register of Members in respect of the joint holding (the first-named
being the most senior).

5.

A vote withheld is not a vote in law, which means that the vote will not be counted in thecalculation of votes for or against the resolution. If no voting indication is given, yourproxy will vote or abstain from voting at his or her discretion. Your proxy will vote (orabstain from voting) as he or she thinks fit in relation to any other matter which is put
before the 2020 AGM.

6.

Whether or not you propose to attend the 2020 AGM, you can vote either by:(a)logging on to http://www.signalshares.com using the investor number which
is on your share certificate or dividend tax voucher and following the
instructions (“Electronic Filing”);(b)requesting a hard copy form of proxy (“Proxy Form”) directly from theCompany's Registrars, Link Asset Services Limited (“Registrars”), by
telephoning +44 (0)371 664 0300. Calls cost 12p per minute plus your phonecompany's access charge. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 09:00 a.m. - 17:30
p.m. Monday to Friday, excluding public holidays in England and Wales; or

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(c)

in the case of CREST members who hold shares in uncertificated form,
utilizing the CREST electronic proxy appointment service in accordance withthe procedures set out below (“CREST Proxy Instruction”).

Shareholders are requested to vote as soon as possible, but in any event, to be valid,so as to be received by the Registrars no later than 11:30 a.m. on 10 February 2020.
Hard copy Proxy Forms and any authority under which it is executed (or a notariallycertified copy of such authority) must be returned to the Registrars, Link Asset Services
Limited, at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF.
7.

If you return more than one proxy appointment in respect of the same Ordinary Share,either by paper or electronic communication (Electronic Filing or CREST Proxy
Instruction), the appointment received last by the Registrars before the latest time forthe receipt of proxies will take precedence. You are advised to read the terms andconditions of use carefully. Electronic communication facilities are open to all
Shareholders and those who use them will not be disadvantaged.

8.

CREST members who wish to appoint a proxy or proxies through the CREST electronic
proxy appointment service may do so for the 2020 AGM and any adjournment(s) of themeeting by using the procedures described in the CREST Manual (available fromwww.euroclear.com/site/public/EUI). CREST Personal Members or other CREST
sponsored members and those CREST members who have appointed a service
provider(s), should refer to their CREST sponsor or voting service provider(s), who will
be able to take the appropriate action on their behalf.

9.

In order for a proxy appointment or instruction made using the CREST service to bevalid, the CREST Proxy Instruction must be properly authenticated in accordance with
Euroclear UK & Ireland Limited'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
instruction given to a previously appointed proxy must, in order to be valid, betransmitted so as to be received by the Registrars (ID:RA10) by no later than 11:30 a.m.
on 10 February 2020 (being not less than 48 hours before the time for holding themeeting). For this purpose, the time of receipt will be taken to mean the time (asdetermined by the timestamp applied to the message by the CREST application host)from which the Registrar is able to retrieve the message by enquiry to CREST in themanner prescribed by CREST. After this time, any change of instructions to proxies
appointed through CREST should be communicated to the appointee through othermeans.

10.

CREST members and, where applicable, their CREST sponsors or voting service
providers should note that Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular message. Normal system timings andlimitations 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/her CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted by means of
the CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system providers are referred, in

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particular, to those sections of the CREST Manual concerning practical limitations of
the CREST system and timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the UncertificatedSecurities Regulations 2001.
11.

Any corporation which is a Shareholder can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a Shareholder
provided that no more than one corporate representative exercises powers in relation
to the same shares.

12.

As at 19 January 2020 (being the last practicable date before the publication of thisdocument), the Company's ordinary issued share capital consists of 274,965,387
Ordinary Shares carrying one vote each. Therefore, the total voting rights in the
Company as at 19 January 2020 are 274,965,387.

13.

Under Section 527 of the 2006 Act, Shareholders meeting the threshold requirements
set out in that section have the right to require the Company to publish on a website astatement setting out any matter relating to: (i) the audit of the Company's financial
statements (including the Auditor’s report and the conduct of the audit) that are to belaid before the 2020 AGM; or (ii) any circumstances connected with an auditor of theCompany ceasing to hold office since the previous AGM at which annual financial
statements and reports were laid in accordance with Section 437 of the 2006 Act (ineach case) that the Shareholders propose to raise at the relevant meeting. The
Company may not require such Shareholders requesting any such website publication
to pay its expenses in complying with Sections 527 or 528 of the 2006 Act. Where theCompany is required to place a statement on a website under Section 527 of the 2006
Act, it must forward the statement to the Company's auditor not later than the time when
it makes the statement available on the website. The business which may be dealt withat the 2020 AGM for the relevant financial year includes any statement that theCompany has been required under Section 527 of the 2006 Act to publish on a website.

14.

Any Shareholder attending the 2020 AGM has the right to ask questions. The Company
must cause to be answered any such question relating to the business being dealt withat the 2020 AGM, but no such answer need be given if: (a) to do so would interfere
unduly with the preparation for the 2020 AGM or involve the disclosure of confidential
information: (b) the answer has already been given on a website in the form of ananswer to a question; or (c) it is undesirable in the interests of the Company or the goodorder of the 2020 AGM that the question be answered.

15.

Resolutions 1 to 13 (inclusive) and 17 are each proposed as ordinary resolutions. Thismeans that for each of those resolutions to be passed, more than half of the votes castmust be in favour of each resolution. Resolutions 14, 15 and 16 are each proposed as
special resolutions. This means that for each of those resolutions to be passed, at least
three quarters of the votes cast must be in favour of each resolution.

16.

Copies of the following documents will be made available for inspection at the offices of
the Company during normal business hours on any weekday (Saturdays, Sundays andpublic holidays excepted) from the date of posting this document up to the date of the2020 AGM and at the place of meeting 15 minutes prior to the 2020 AGM and during
the 2020 AGM:

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17.

(a)

the Memorandum and Articles of the Company;(b)

the 2019 Annual Report, 2018 Annual Report and 2017 Annual Report;(c)the service contracts between the Company and each of the Executive
Directors of the Company;(d)the letters of appointment between the Company and each of the NonExecutive Directors of the Company;(e)the consent letter from Numis referred to in paragraph 7.1 of the circular
accompanying the Notice; and(f)this document.

You may not use any electronic address (within the meaning of Section 333(4) of the2006 Act) provided in either this document or any related documents to communicate
with the Company for any purposes other than those expressly stated.

A copy of this document, and other information required by Section 311A of the 2006 Act, can befound on the Company's website at https://www.rws.com/investor-relations/.

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