THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to what action you should take you are recommended to consult yourstockbroker, bank manager, solicitor, accountant or other professional adviser authorised under
the Financial Services and Markets Act 2000 as soon as possible (or, if you are resident outside
the United Kingdom, an appropriately qualified independent adviser). If you have sold or otherwisetransferred all of your shares in RWS Holdings plc, please pass this document together with any
accompanying documents to the purchaser or transferee, or to the person who arranged the saleor transfer, so they can pass these documents to the person who now holds the shares.

RWS HOLDINGS PLCNOTICE OF ANNUAL GENERAL MEETING 2024

Notice of the Annual General Meeting of RWS Holdings plc to be held at the offices of Slaughter
and May, One Bunhill Row, London EC1Y 8YY on Thursday 22 February 2024 at 10:30 a.m. is
set out on pages 4 to 7 of this document.
Please complete and submit a proxy appointment in accordance with the Notes to the Notice of
the Annual General Meeting set out on pages 12 to 16. To be valid, the proxy appointment must
be received at the address for delivery specified in the Notes by 10:30 a.m. on Tuesday 20
February 2024.

1

Letter from the Chairman
22 January 2024
Dear Shareholder,
Notice of 2024 Annual General Meeting
I am pleased to be writing to you with details of the 2024 Annual General Meeting of RWS Holdingsplc (the “Company”), to be held on Thursday, 22 February 2024 at 10:30 a.m. at the offices of
Slaughter and May, One Bunhill Row, London, EC1Y 8YY (the “AGM”). The formal notice of theAGM (the “Notice”) and the resolutions to be proposed at the AGM (each a “Resolution” andtogether, the “Resolutions”) are set out on pages 4 to 7 of this document. The explanatory notes
for the business to be transacted at the AGM are set out on pages 8 to 11 of this document.
Attendance and voting at the AGM
As was the case last year, we will be holding the AGM as a physical meeting and therefore invite
shareholders (and their proxies) to attend the AGM in person. The AGM is an opportunity forshareholders to express their views directly to the Board and I hope you will take the opportunity
to do so by attending the meeting.
Whether or not shareholders intend to attend the AGM in person, the Board encourages
shareholders to exercise their votes by submitting their proxy in advance of the AGM and to
appoint the Chairman of the AGM as their proxy to act in accordance with their voting instructions.
Appointing a proxy will ensure that your vote is counted if you are unable, for any reason, to attend
the meeting on the day. Appointing a proxy will not, however, prevent you from attending the AGM
and voting in person if you so choose.
At the AGM, the Chairman will propose to conduct voting on the Resolutions by way of a poll.
This means that each shareholder will have one vote for every share held. This is a moretransparent method of voting, as shareholder votes are counted according to the number ofshares held and will help to ensure an exact and definitive result.
If you would like to vote on the Resolutions, you can:1.

log on to www.rwsshareportal.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 Group(the “Registrars”), by telephoning +44 (0)371 664 0391 (calls are charged at thestandard geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open 09:00 a.m. - 5:30
p.m., Monday to Friday, excluding bank holidays in England and Wales); or

3.

in the case of CREST members, utilise the CREST electronic proxy appointment service
in accordance with the instructions set out in the notes to the Notice on pages 13 to 16of this document.

Further information on how to appoint a proxy to vote on your behalf is set out in the notes to the
Notice on pages 12 to 16 of this document. To be valid, any Proxy Form, Electronic Filing or any
CREST Proxy Instruction (each, as defined in the notes to the Notice on pages 12 to 16 of thisdocument), must be received by the Registrars no later than 10:30 a.m. on Tuesday, 20 February
2024 or, if the AGM is adjourned, no later than 48 hours prior to the time fixed for the adjourned
meeting (excluding, for the purposes of calculating such 48-hour period, any part of a day which
is not a working day). Hard copies of the forms of proxy should be returned to Link Group at PXS1,Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.
2

Questions
The AGM is an important opportunity for you to express your views by asking questions andvoting and shareholder participation in this annual event continues to be very important to us.
As we have decided to hold our AGM in person, we encourage those shareholders who cannot
attend the meeting on the day to submit any questions to the Board in advance of the meeting by
emailing investors@rws.com (marked for the attention of the Company Secretary) or by writing
to the Company Secretary at Europa House, Chiltern Park, Chiltern Hill, Chalfont St Peter,
Buckinghamshire, SL9 9FG before the AGM. We will endeavour to provide personal answers
directly to each questioner as they are received. The Company will also endeavour to publish (onan anonymised basis) all questions received before 5:00 p.m. on Friday, 9 February 2024, andresponses to those questions, on www.rws.com/about/investors/agm/ prior to the AGM. However,
we reserve our right to not to respond where we consider it appropriate to do so, taking accountof our legal obligations.
Board Changes
As announced on 14 December 2023, Paul Abbott and Graham Cooke were appointed as Nonexecutive Directors with effect from 1 January 2024. Paul and Graham’s combined breadth ofexperience in technology platforms and solutions, implementing organisational change anddriving business growth in customer-focused, international organisations further strengthens theGroup's highly experienced Board. Both Paul and Graham are standing for election at the AGM
and their biographies are set out in Appendix 1.
We also announced on 12 January 2024 that Lara Boro has informed the Board of her intention
to step down as a Non-executive Director at the AGM after 6 years on the Board. Lara will
therefore not be standing for re-election at the AGM as previously indicated in the Annual Report.
Recommendation
The Board believes that all of the Resolutions are likely to promote the success of the Company
and are in the best interests of the Company and its shareholders as a whole. Accordingly, theBoard unanimously recommends that you vote in favour of each of the Resolutions, as membersof the Board intend to do in respect of their own beneficial shareholdings.
Yours faithfully
Julie Southern
Chairman
Registered office
Europa House
Chiltern Park
Chiltern Hill
Chalfont St Peter
Buckinghamshire
SL9 9FG(incorporated and registered in England and Wales with number 03002645)

3

Notice of Annual General Meeting (the “Notice”)
Notice is hereby given that the 2024 Annual General Meeting of RWS Holdings plc (the“Company”), will be held at the offices of Slaughter and May, One Bunhill Row, London, EC1Y
8YY on Thursday, 22 February 2024 at 10:30 a.m. (the “AGM”).
The business of the AGM will be to consider and if thought fit, pass the following resolutions (eacha “Resolution” and together, the “Resolutions”).
All of the Resolutions will be proposed as ordinary resolutions, except for Resolutions 16 to 18(inclusive), which will be proposed as special resolutions. Explanations of the Resolutions are
given on pages 8 to 11 of this Notice. Additional information for those entitled to attend the AGM
can be found on pages 12 to 16 of this Notice.
ORDINARY RESOLUTIONS
Report and accounts 2023
1. THAT the audited financial statements of the Company for the financial year ended 30
September 2023, together with the reports of the Directors and auditors thereon (together,
the “Annual Report”), be received.
Directors’ remuneration report 2023
2. THAT the Directors’ remuneration report (other than the part containing the Directors’
remuneration policy) for the year ended 30 September 2023, as set out on pages 88 to 94(inclusive) of the Company’s Annual Report, be approved.
Declaration of final dividend
3. THAT a final dividend be declared on the ordinary shares of £0.01 each (“Ordinary Shares”)
of 9.8 pence per Ordinary Share for the year ended 30 September 2023, payable toshareholders on the Company’s register of members at the close of business on 26 January
2024.
Directors’ appointment and re-appointment
4. THAT Julie Southern be re-elected as a Director.
5. THAT Andrew Brode be re-elected as a Director.
6. THAT David Clayton be re-elected as a Director.
7. THAT Frances Earl be re-elected as a Director.
8. THAT Gordon Stuart be re-elected as a Director.
9. THAT Ian El-Mokadem be re-elected as a Director.
10. THAT Candida Davies be re-elected as a Director.
11. THAT Paul Abbott be elected as a Director.
12. THAT Graham Cooke be elected as a Director.
Re-appointment of auditor
13. THAT Ernst & Young LLP be re-appointed as auditor of the Company to hold office from theconclusion of this AGM until the conclusion of the next general meeting at which accounts
are laid before the Company.
4Remuneration of auditor
14. THAT the Directors (or a committee thereof) be authorised to determine the auditor’s
remuneration for the year ending 30 September 2024.
Authority to allot shares
15. THAT the Board be generally and unconditionally authorised in accordance with section 551
of the Companies Act 2006, in substitution for all subsisting authorities, to exercise all powersof the Company to allot shares in the Company and to grant rights to subscribe for or convert
any security into shares in the Company:(A) up to a nominal amount of £1,240,922 (such amount to be reduced by any allotments or
grants made under paragraph (B) below in excess of such sum); and(B) comprising equity securities (as defined in the Companies Act 2006) up to a nominal
amount of £2,481,844 (such amount to be reduced by any allotments or grants madeunder paragraph (A) above) in connection with a pre-emptive offer (including an offer by
way of a rights issue or open offer):a. to ordinary shareholders in proportion (as nearly as may be practicable) to their
existing holdings; andb. to holders of other equity securities as required by the rights of those securities or as
the Board otherwise considers necessary,and so that the Board may impose any limits or restrictions and make any arrangements
which it considers necessary or appropriate to deal with treasury shares, fractional
entitlements, record dates, legal, regulatory or practical problems in, or under the laws of,any territory or any other matter,such authority to apply until the end of next year’s Annual General Meeting (or, if earlier, until
the close of business on 22 May 2025) but, in each case, so that during this period theCompany may make offers and enter into agreements which would, or might, require shares
to be allotted or rights to subscribe for or convert securities into shares to be granted after theauthority ends and the Board may allot shares or grant rights to subscribe for or convert
securities into shares under any such offer or agreement as if the authority had not ended.
SPECIAL RESOLUTIONSDisapplication of pre-emption rights
16. THAT if Resolution 15 is passed, the Board be given power to allot equity securities (asdefined in the Companies Act 2006) for cash under the authority given by that Resolution
and/or to sell ordinary shares held by the Company as treasury shares for cash as if section
561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to belimited:(A) to the allotment of equity securities and sale of treasury shares in connection with an offer
of, or invitation to apply for, equity securities (but in the case of the authority granted
under paragraph (B) of Resolution 15, by way of a pre-emptive offer (including a rights
issue or open offer)):a. to ordinary shareholders in proportion (as nearly as may be practicable) to their
existing holdings; andb. to holders of other equity securities, as required by the rights of those securities, or5

as the Board otherwise considers necessary,and so that the Board may impose any limits or restrictions and make any arrangements
which it considers necessary or appropriate to deal with treasury shares, fractional
entitlements, record dates, legal, regulatory or practical problems in, or under the laws of,any territory or any other matter; and(B) in the case of the authority granted under paragraph (A) of Resolution 15 and/or in thecase of any sale of treasury shares, to the allotment of equity securities or sale of treasury
shares (otherwise than under paragraph (A) above) up to a nominal amount of £372,276;
and(C) to the allotment of equity securities or sale of treasury shares (otherwise than underparagraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any
allotment of equity securities or sale of treasury shares from time to time under paragraph(B) above, such power to be used only for the purposes of making a follow-on offer which
the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of theStatement of Principles on Disapplying Pre-Emption Rights most recently published by
the Pre-Emption Group prior to the date of this notice,such power to apply until the end of next year’s Annual General Meeting (or, if earlier, until
the close of business on 22 May 2025) but, in each case, so that during this period theCompany may make offers, and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after the power ends and the Board
may allot equity securities (and sell treasury shares) under any such offer or agreement as if
the power had not ended.
Disapplication of pre-emption rights
17. THAT, if Resolution 15 is passed, the Board be given the power, in addition to any power
granted under Resolution 16, to allot equity securities (as defined in the Companies Act 2006)
for cash under the authority granted under paragraph (A) of Resolution 15 and/or to sellordinary shares held by the Company as treasury shares for cash as if section 561 of theCompanies Act 2006 did not apply to any such allotment or sale, such power to be:(A) limited to the allotment of equity securities or sale of treasury shares up to a nominal
amount of £372,276, such power to be used only for the purposes of financing atransaction which the Board determines to be either an acquisition or a specified capital
investment of a kind contemplated by the Statement of Principles on Disapplying PreEmption Rights most recently published by the Pre-Emption Group prior to the date ofthis notice or for the purposes of refinancing such a transaction within 12 months of its
taking place; and(B) limited to the allotment of equity securities or sale of treasury shares (otherwise thanunder paragraph (A) above) up to a nominal amount equal to 20% of any allotment ofequity securities or sale of treasury shares from time to time under paragraph (A) above,
such power to be used only for the purposes of making a follow-on offer which the Board
determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statementof Principles on Disapplying Pre-Emption Rights most recently published by the PreEmption Group prior to the date of this notice,such power to apply until the end of next year’s Annual General Meeting (or, if earlier, until
the close of business on 22 May 2025) but, in each case, so that during this period theCompany may make offers, and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after the power ends and the Board
may allot equity securities (and sell treasury shares) under any such offer or agreement as if
6the power had not ended.
Authority to purchase own ordinary shares
18. THAT the Company be authorised for the purposes of section 701 of the Companies Act
2006 to make one or more market purchases (as defined in section 693(4) of the Companies
Act 2006) of its ordinary shares provided that:(A) the maximum number of ordinary shares authorised to be purchased is 37,227,600;(B) the minimum price (exclusive of expenses) which may be paid for an ordinary share is£0.01; and(C) the maximum price (exclusive of expenses) which may be paid for an ordinary share is
the highest of:a. an amount equal to 5 per cent. above the average market value of an ordinary sharefor the five business days immediately preceding the day on which that ordinary shareis contracted to be purchased; andb. the higher of the price of the last independent trade and the highest current
independent bid for an ordinary share on the trading venue where the purchase is tobe carried out,
such authority to apply until the end of next year’s Annual General Meeting (or, if earlier, 22
May 2025) but so that during this period the Company may enter into a contract to purchaseordinary shares, which would, or might, be completed or executed wholly or partly after theauthority ends and the Company may purchase ordinary shares pursuant to any such contract
as if the authority had not ended.

By order of the Board
Jane HydeCompany Secretary
Registered Office: Europa House, Chiltern Park, Chiltern Hill, Chalfont St Peter, Buckinghamshire, SL9 9FG.
Registered in England and Wales under number 03002645.

7

EXPLANATORY NOTES TO THE RESOLUTIONSThe explanatory notes on the following pages explain each of the proposed Resolutions.
Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions. This means that for each ofthese Resolutions to be passed, more than half of the votes cast must be in favour of the
Resolution. Resolutions 16 to 18 (inclusive) are proposed as special resolutions. For each ofthese Resolutions to be passed, at least three quarters of the votes cast must be in favour of the
Resolution.
All Resolutions at the AGM will be put to shareholders by way of a poll rather than a show ofhands. This means that each shareholder will have one vote for every share held. A poll vote isa more transparent method of voting because shareholder votes are counted according to thenumber of shares held and all votes tendered are taken into account.
After the AGM, the results of voting, including proxy directions to withhold votes, will be publishedon the Company’s website.
Resolution 1 (Report and accounts 2023)
The Directors are required by law to lay before the Company’s shareholders in a general meeting,
the Company’s audited annual accounts, together with the Directors' reports and the auditor'sreport for the relevant financial year. Accordingly, the Company proposes a resolution on its
audited accounts and reports for the financial year ended 30 September 2023 (the “2023 Annual
Report and Accounts”).
Resolution 2 (Directors’ remuneration report 2023)
This Resolution is the annual resolution inviting shareholders to vote on the Directors’
remuneration report (other than the part containing the Directors’ remuneration policy) for the year
ended 30 September 2023, which can be found on pages 88 to 94 (inclusive) of the Company’s
2023 Annual Report and Accounts. This vote is advisory only and the Directors’ entitlement toremuneration is not conditional on the Resolution being passed.
Resolution 3 (Declaration of final dividend)
Shareholders are being asked to approve a final dividend of 9.8 pence per ordinary share for thefinancial year ended 30 September 2023. Subject to the Resolution being approved by theshareholders at the AGM, the final dividend will be paid on 23 February 2024 to all shareholders
appearing on the Company’s register of members at the close of business on 26 January 2024.
Resolutions 4 to 12 (Directors’ appointment and re-appointment)
Although neither the Company’s articles of association nor the QCA Corporate Governance Code(the corporate governance code to which the Company adheres) requires them to do so, all of
the Directors (save for Lara Boro) are standing for appointment or re-appointment as directors of
the Company, as has increasingly become market practice and the standard of good corporate
governance adopted by companies of equivalent standing to the Company.
Resolutions 4 to 12 (inclusive) therefore propose the appointment or re-appointment of each of
the Company’s Directors (save for Lara Boro) as at the date of this Notice.
As indicated in the Company’s notice of Annual General Meeting 2023 and announced by theCompany on 2 October 2023, in October 2023 Julie Southern was appointed as Independent,
Non-executive Chairman having previously served as Chairman Designate since July 2022.
Having stepped down as Executive Chairman, Andrew Brode remains on the Board as a Nonexecutive Director.
Each of the Directors (other than Paul Abbott and Graham Cooke, who have been recently
appointed) has been subject to a formal review, which concluded that they continue to perform
effectively and demonstrate commitment and to have sufficient time available to perform the8duties required of his/her role.
Further information about each Director seeking re-appointment can be found at pages 70 to 72
of the Company’s 2023 Annual Report and Accounts.
As announced on 14 December 2023, Paul Abbott and Graham Cooke were appointed to theBoard as independent Non-executive Directors with effect from 1 January 2024. Since they havejoined the Board since the Company’s 2023 AGM, they will seek election by shareholders at the2024 AGM, and resolutions 11 and 12 propose their appointment as Directors.
The biographies of Paul Abbott and Graham Cooke are set out in Appendix 1 to this Notice.
Resolutions 13 and 14 (Re-appointment and Remuneration of auditor)
At each general meeting at which accounts are laid before the Company’s shareholders, theCompany is required to appoint an auditor to serve until the next such meeting. Ernst & Young
LLP has indicated its willingness to continue in office and accordingly shareholders will be asked
in Resolution 13 to confirm the re-appointment of Ernst & Young LLP to hold office until theconclusion of the next general meeting of the Company at which accounts are laid before theshareholders.
Although neither the Company’s articles of association nor the QCA Corporate Governance Code(the corporate governance code to which the Company adhered) requires it, shareholders willseparately be asked by Resolution 14 to grant authority to the Directors (or a committee of the
Directors) to determine the auditor's remuneration, as has increasingly become market practiceand the standard of good corporate governance adopted by companies of equivalent standing to
the Company.
Resolution 15 (Authority to allot shares)
This Resolution seeks to renew for a further year the Directors’ general authority to allot sharesand to grant rights to subscribe for or to convert any security into shares in the Company givenby shareholders at the last Annual General Meeting held on 22 February 2023.
Paragraph (A) of Resolution 15 would give the Directors the authority to allot ordinary shares or
grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate
nominal amount equal to £1,240,922 (representing 124,092,200 ordinary shares). This amountrepresents approximately one-third of the issued ordinary share capital (excluding treasury
shares) of the Company as at 16 January 2024, being the latest practicable date prior to
publication of this Notice.
In line with guidance issued by the Investment Association, paragraph (B) of Resolution 15 would
give the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any
securities into ordinary shares in connection with a pre-emptive offer, including a rights issue oropen offer, in favour of ordinary shareholders up to an aggregate nominal amount equal to£2,481,844 (representing 248,184,400 ordinary shares), as reduced by the nominal amount of
any shares issued under paragraph (A) of this Resolution. This amount (before any reduction)
represents approximately two-thirds of the issued ordinary share capital (excluding treasury
shares) of the Company as at 16 January 2024, being the latest practicable date prior to
publication of this Notice.
The authority sought under this Resolution will expire at the earlier of 22 May 2025 and theconclusion of the Annual General Meeting of the Company to be held in 2025.
The Directors have no present intention to exercise the authority sought under this Resolution
otherwise than in connection with the employee share schemes to the extent permitted by such
schemes or, if appropriate, in respect of any business opportunities that may arise consistent with9

the Company's strategic objectives.
As at the date of this Notice, no ordinary shares are held by the Company in treasury.
Resolutions 16 and 17 (Disapplication of pre-emption rights)
Resolutions 16 and 17 will be proposed as special resolutions, each of which requires at least a
75% majority of the votes cast to be in favour. They would give the Directors the power to allot
ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without
first offering them to existing shareholders in proportion to their existing shareholdings. The Board
considers it desirable to have flexibility to both respond to market developments and enable
allotments to take place to finance business opportunities without making a pre-emptive offer toexisting shareholders.
The power set out in Resolution 16 would be limited to:(a) pre-emptive offers, including rights issues or open offers and offers to holders of other equity
securities if required by the rights of those securities, or as the Board otherwise considers
necessary;(b) otherwise, allotments or sales up to an aggregate nominal amount of £372,276 (representing
37,227,600 ordinary shares and approximately 10% of the issued ordinary share capital of
the Company (excluding treasury shares) as at 16 January 2024, being the latest practicable
date prior to publication of this Notice); and(c) allotments or sales up to an additional aggregate nominal amount equal to 20% of any
allotments or sales made under (b) above (so a maximum of 2%), such power to be used
only for the purposes of making a follow-on offer of a kind contemplated by Section 2B of thePre-emption Group’s Statement of Principles 2022.
Resolution 17 is intended to give the Company flexibility to make non-pre-emptive issues ofordinary shares in connection with acquisitions and specified capital investments as contemplatedby the Pre-emption Group’s Statement of Principles 2022. The power under Resolution 17 is inaddition to that proposed by Resolution 16 and would be limited to:(a) allotments or sales of up to an aggregate nominal amount of £372,276 (representing
37,227,600 ordinary shares and an additional 10% of the issued ordinary share capital of theCompany (excluding treasury shares) as at 16 January 2024, being the latest practicable dateprior to publication of this Notice); and(b) allotments or sales up to an additional aggregate nominal amount equal to 20% of any
allotments or sales made under (i) above (so a maximum of 2%), such power to be used only
for the purposes of making a follow-on offer of a kind contemplated by Section 2B of the Preemption Group’s Statement of Principles 2022.
The limits in Resolutions 16 and 17 are in line with those set out in the Pre-Emption Group’s
Statement of Principles 2022.
If the powers sought by Resolutions 16 or 17 are used in relation to a non-pre-emptive offer, theDirectors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of
the Pre-emption Group’s Statement of Principles 2022 and, where relevant, follow the expectedfeatures of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-emption Group’s
Statement of Principles 2022.
The powers under Resolutions 16 and 17 will expire at the earlier of 22 May 2025 and theconclusion of the Annual General Meeting of the Company to be held in 2025.
10

Resolution 18 (Authority to purchase own ordinary shares)
Resolution 18, which will be proposed as a special resolution, seeks to renew the authority for
the Company to make market purchases of its own ordinary shares.
Under its existing authority and in accordance with the share repurchase programme of up to £50
million announced by the Company on 14 June 2023 (the “Share Repurchase Programme”),
the Company has successfully purchased 17,203,773 ordinary shares in the period from the last
Annual General Meeting to 16 January 2024 (being the latest practicable date prior to publicationof this Notice) for a total aggregate value of £41,422,175 (exclusive of expenses). All sharespurchased by the Company have been cancelled.
Following the conclusion of the AGM, the Directors confirm that they have no present intention of
exercising the authority sought under Resolution 18 to make further market purchases.
Nevertheless, the authority sought provides the flexibility to allow them to do so in the future. The
Directors will, however, only exercise this authority when to do so would be in the best interestsof the Company and of its shareholders generally and could be expected to result in an increasein the earnings per share of the Company. The Group maintains a disciplined approach toinvestment, returns and capital efficiency and considers the Share Repurchase Programme has
been a prudent step in light of the Group's cash generation and strong balance sheet. The Group
continues to see exciting opportunities to deploy capital organically and via acquisitions. The
Group has substantial headroom under its existing facilities after taking into consideration the
Share Repurchase Programme, payment of dividends in line with its dividend policy and thecapital to fund its organic growth and acquisition strategy.
Under the terms of this Resolution, authority is sought for the Company to purchase up to
37,227,600 of its ordinary shares, which represents approximately 10 per cent. of the Company’s
issued share capital (excluding treasury shares) as at 16 January 2024 (being the latest
practicable date prior to publication of this Notice). Resolution 18 specifies that the minimum price,
exclusive of expenses, which may be paid for an ordinary share is £0.01 and that the maximum
price, exclusive of expenses, which may be paid for an ordinary share is the highest of: (i) an
amount equal to 5 per cent. above the average market value for an ordinary share for the fivebusiness days immediately preceding the date of the purchase; and (ii) the higher of the price ofthe last independent trade and the highest current independent bid for an ordinary share on the
trading venue where the purchase is to be carried out.
Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or
may be cancelled. The Directors will consider holding any ordinary shares the Company may
purchase as treasury shares. The Company currently has no ordinary shares in treasury.
The Company has options outstanding over 5,316,280 ordinary shares, representing 1.43 percent. of the Company’s ordinary issued share capital (excluding treasury shares) as at 16 January2024, being the latest practicable date prior to publication of this Notice. If the existing authority
given at the 2023 Annual General Meeting and the authority now being sought by Resolution 18
were to be fully used, these would represent 1.59 per cent. of the Company’s ordinary issued
share capital (excluding treasury shares) at that date.
The authority will expire at the earlier of 22 May 2025 and the conclusion of the Annual General
Meeting of the Company to be held in 2025.

11

NOTICE OF ANNUAL GENERAL MEETING - NOTESThe following notes explain your general rights as a shareholder, as they will apply in respect of theAGM:
1.

The Company has determined to hold its AGM as a physical meeting and therefore
shareholders (and their proxies) are welcome to attend in person should they wish to doso.

2.

To be entitled to attend and vote at the AGM (and for the purpose of the determinationby the Company of the number of votes they may cast), shareholders must be registeredin the Company's register of members at close of business on 20 February 2024 (or, inthe event of any adjournment, 48 hours before the time of the adjourned meetingexcluding working days). 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 vote at the AGM.

3.

Shareholders, or their proxies, intending to attend the AGM in person are requested, if
possible, to arrive at the meeting venue at least 20 minutes prior to the commencementof the AGM at 10:30 a.m. on Thursday, 22 February 2024, so that their shareholding may
be checked against the Company’s register of members and attendances recorded.

4.

Shareholders are entitled to appoint another person as a proxy to exercise all or part oftheir rights to attend and vote on their behalf at the AGM. Shareholders are strongly
encouraged to appoint the Chairman of the AGM (rather than a named person) as their
proxy. A shareholder may appoint more than one proxy in relation to the AGM provided
that each proxy must be appointed to exercise the rights attached to a different share or
shares held by that shareholder. A proxy need not be a shareholder of the Company. The
return of a completed Proxy Form or Electronic Filing or any CREST Proxy Instruction(as described in note 7 below) will not prevent a shareholder from attending the AGM andvoting in person if they wish to do so. All valid proxy votes will be included in the polls to
be taken at the AGM.

5.

In the case of joint holders, where more than one of the joint holders purports to appoint a
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 themost senior).

6.

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, your proxywill vote or abstain from voting at their discretion. Your proxy will vote (or abstain fromvoting) as they think fit in relation to any other matter which is put before the AGM.

7.

Whether or not you propose to attend the AGM, you can vote either by:(a)logging on to www.rwsshareportal.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 Group (the “Registrars”), by telephoning +44(0)371 664 0391 (calls are charged at the standard geographic rate and willvary by provider. Calls outside the United Kingdom will be charged at theapplicable international rate. Lines are open 09:00 a.m. - 5:30 p.m., Monday to

12

Friday, excluding bank holidays in England and Wales); or(c)in the case of CREST members who hold shares in uncertificated form, utilising
the CREST electronic proxy appointment service in accordance with theprocedures set out below (“CREST Proxy Instruction”).

To be valid, any Proxy Form, Electronic Filing or any CREST Proxy Instruction, must be
received by the Registrars no later than 10:30 a.m. on 20 February 2024 or, if the AGM
is adjourned, no later than 48 hours prior to the time fixed for the adjourned meeting(excluding, for the purposes of calculating such 48-hour period, any part of a day which
is not a working day). Hard copies of the forms of proxy should be returned to Link Groupat PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.
The return of a completed Proxy Form, Electronic Filing or any CREST Proxy Instruction,
will not prevent a shareholder from attending the AGM and voting in person, should they
subsequently decide to do so.
8.

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 for thereceipt of proxies will take precedence. You are advised to read the terms and conditionsof use carefully. Electronic communication facilities are open to all shareholders andthose who use them will not be disadvantaged.

9.

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

10.

In order for a proxy appointment or instruction made using the CREST service to be valid,
the CREST Proxy Instruction must be properly authenticated in accordance with
Euroclear UK & International 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, be transmitted
so as to be received by the Registrars (ID:RA10) by no later than 10:30 a.m. on 20
February 2024 or, if the AGM is adjourned, no later than 48 hours prior to the time fixed
for the adjourned meeting (excluding, for the purposes of calculating such 48-hour period,
any part of a day which is not a working day). For this purpose, the time of receipt will betaken to mean the time (as determined by the timestamp applied to the message by the
CREST application host) from which the Registrars are able to retrieve the message byenquiry to CREST in the manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be communicated to theappointee through other means.

11.

CREST members and, where applicable, their CREST sponsors or voting service
providers should note that Euroclear UK & International 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))

13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, inparticular, 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.
12.

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.

13.

As at 16 January 2024, being the last practicable date before the publication of thisNotice, the Company's ordinary issued share capital consists of 372,276,746 Ordinary
Shares carrying one vote each. Therefore, the total voting rights in the Company as at 16
January 2024 are 372,276,746.

14.

Any person to whom this notice is sent who is a person nominated under section 146 of theCompanies Act 2006 to enjoy information rights (a “Nominated Person”) may, under anagreement between him/her and the shareholder by whom he/she was nominated, have aright to be appointed (or to have someone else appointed) as a proxy for the AGM. If a
Nominated Person has no such proxy appointment right or does not wish to exercise it,
he/she may, under any such agreement, have a right to give instructions to the shareholder
as to the exercise of voting rights.

15.

The statement of the rights of shareholders in relation to the appointment of proxies does
not apply to Nominated Persons. Such rights can only be exercised by shareholders of theCompany.

16.

Under Section 527 of the Companies Act 2006, shareholders meeting the thresholdrequirements set out in that section have the right to require the Company to publish on a
website a statement 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 be laid before the 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 Companies Act
2006 (in each 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 Companies Act 2006.
Where the Company is required to place a statement on a website under Section 527 of
the Companies Act 2006, 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 with at the AGM for the relevant financial year includes any statement that
the Company has been required under Section 527 of the Companies Act 2006 to publish
on a website.

17.

Any shareholder attending the AGM has the right to ask questions. Shareholders canalso submit questions relating to the business of the AGM in advance of the AGM byemailing investors@rws.com. Shareholders without internet access but who would liketo raise a question can do so by writing to the Company Secretary at Europa House,
Chiltern Park, Chiltern Hill, Chalfont St Peter, Buckinghamshire, SL9 9FG before theAGM. The Company will endeavour to provide personal answers directly to eachquestioner as they are received. The Company will also endeavour to publish (on an
anonymised basis) all questions received before 5:00 p.m. on 9 February 2024, andresponses to those questions, on www.rws.com/about/investors/agm/ prior to the AGM.

14

However, the Company reserves the right to edit questions or not to respond if: (a) to
do so would interfere unduly with the preparation for the AGM or involve the disclosureof confidential information, (b) the answer has already been given on a website in theform of an answer to a question, or (c) it is undesirable in the interests of the Company
or the good order of the AGM that the question be answered.
18.

Shareholders wishing to follow up on any answers to questions asked prior to or at theAGM can contact the Company by emailing investors@rws.com.

19.

Under the Company’s articles of association, a resolution put to the vote at a general
meeting of shareholders must be decided on a show of hands, unless (before, or on the
declaration of the result of, the show of hands), a poll is demanded in accordance with
the Company’s articles of association and subject to applicable laws and regulations. At
the AGM, the Chairman will propose that voting on all Resolutions will be conducted by
way of a poll rather than on a show of hands. The Directors believe this is a moretransparent method of voting as shareholder votes are counted according to the numberof shares held and will help to ensure an exact and definitive result. Resolutions 1 to 15(inclusive) are each proposed as ordinary resolutions. This means that for each of those
Resolutions to be passed, more than half of the votes cast must be in favour of each
Resolution. Resolutions 16 to 18 (inclusive) are each proposed as special resolutions.
This means that for each of those Resolutions to be passed, at least 75 per cent. of thevotes cast must be in favour of each Resolution.

20.

On a poll, votes may be given personally or by proxy and each shareholder has one votefor every share held. Shareholders and their proxies attending and voting at the AGM in
person will be asked to complete a paper poll card to indicate how they wish to cast theirvotes.

21.

As soon as practicable following the AGM, the results of the voting at the AGM and thenumber of votes cast for and against and the number of votes withheld in respect of eachresolution will be announced via a regulatory information service and made available on
our website at www.rws.com/about investors/agm/.

22.

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 in England and Wales excepted) from the date of posting of this document
up to the date of the AGM and at the place of meeting for 15 minutes prior to the AGM
and during the AGM:(a)the articles of association of the Company;(b)each of the Company’s 2023 annual report, 2022 annual report and 2021 annual
report;(c)this document;(d)the service contracts between the Company and each of the Executive
Directors of the Company; and(e)the letters of appointment between the Company and each of the NonExecutive Directors of the Company.

In addition, copies of documents (a) to (c) will be made available for inspection on the
Company’s website at www.rws.com/about/investors/agm/.

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23.

Personal data provided by shareholders at, or in relation to, the AGM will be processedin line with the Company’s privacy policy which is available on our website atwww.rws.com/legal/privacy/.

24.

Shareholders may at any time choose to receive all shareholder documentation inelectronic form via the internet, rather than through the post in paper format.
Shareholders who decide to register for this option will receive an email each time astatutory document is published on the internet. Shareholders who wish to receive
documentation in electronic form should contact the Registrars.

25.

You may not use any electronic address provided in either this document or any related
documents to communicate with the Company for any purposes other than thoseexpressly stated.

A copy of this document, and other information required by Section 311A of the Companies Act 2006,
can be found on the Company's website at www.rws.com/about/investors/agm/.

16

APPENDIX 1
Biographies of Directors standing for election
Paul Abbott, independent Non-executive Director
Paul was appointed a Non-executive Director of RWS on 1 January 2024.
Paul Abbott is Chief Executive Officer of American Express Global Business Travel (“Amex GBT”),
which is the leading global software and services company for travel and expense for more than
20,000 businesses around the world. Since joining in 2019, Paul has led Amex GBT through several
strategic acquisitions, transforming the company's product and technology solutions and driving
significant growth with SME customers. After initially leading the business as a private equity-backed
joint venture, Paul took Amex GBT public on the New York Stock Exchange in May 2022. Paul alsochairs the Global Business Travel Association Foundation, spearheading its strategy to drive a moresustainable and diverse future for the industry. Before Amex GBT, Paul was Chief Commercial Officer
at American Express. In his twenty-four years at American Express, he served in a variety of senior
roles across the business.
Member of the Nomination Committee.

Graham Cooke, independent Non-executive Director
Graham was appointed a Non-executive Director of RWS on 1 January 2024.
Graham Cooke is the founder and former Chief Executive Officer of Qubit, a leading SaaS company
in the e-commerce space, providing AI-personalised shopping recommendations to more than 1billion shoppers per month. He oversaw the sale of Qubit to Coveo Solutions in 2021 followed by alisting on the Toronto Stock Exchange, and he remained an advisor to the company until 2023. Prior
to Qubit, Graham was one of the first European employees at Google, working on its Ad Platform and
Google Analytics products. Graham joined the board of ITV plc as a Non-executive Director in 2020
where he sits on the Audit Committee and regularly contributes to ITV’s digital strategy, including
ITVX. Graham continues to focus on founding and developing new technologies and is a publishedauthor and speaker around technology shifts and how they will impact business strategy.
Member of the Nomination Committee.

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