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 10 FEBRUARY 2021
AUTHORITY TO MAKE MARKET PURCHASES OF ITS ORDINARY SHARES

Notice of the Annual General Meeting to be held by virtual means at 11:30 a.m. on 10 February
2021 is set out at the end of this document.
Given the current UK Government guidance restricting gatherings in view of the COVID19 pandemic, Shareholders (and their proxies) will not be permitted physically to attend
the Annual General Meeting. The Company will provide facilities for Shareholders (andtheir proxies) who wish to attend the Annual General Meeting via a virtual meeting facility,
details of which are set out in the notes to the Notice of the Annual General Meeting.
However, Shareholders will not be able to vote at the Annual General Meeting via the virtual
meeting facility.
The Board is asking Shareholders to exercise their votes by submitting their proxy inadvance of the Annual General Meeting and to appoint the Chairman of the Annual General
Meeting as their proxy with their voting instructions.
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,
by telephoning +44 (0)371 664 0391 (calls are charged at the standard geographic rate
and will vary 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 Friday,
excluding bank holidays in England and Wales); or1

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 2021 AGM
on pages 20 to 24 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 Group, no later than 11:30 a.m. on 8 February 2021.
Hard copies of the Proxy Forms should be returned to Link Group 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 the 2021 AGM
virtually, should they subsequently decide to do so, however you must vote in advance of theAnnual General Meeting, or appoint the Chairman of the Annual General Meeting as your proxy,for your vote to be counted.

2

CONTENTS
Page
Expected Timetable of Principal Events

4

Definitions

5

Part I Letter from the Chairman

7

Notice of Annual General Meeting

16

Notice of Annual General Meeting - Notes

20

3

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2021
Notice of Annual General Meeting posted toShareholders

15 January

Latest time and date for receipt of Electronic
Filings

11:30 a.m. on 8 February

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

11:30 a.m. on 8 February

Latest time and date for receipt of CREST
Proxy Instructions

11:30 a.m. on 8 February

Annual General Meeting

11:30 a.m. on 10 February

4

DEFINITIONS“2020 Annual Report”

the annual reports and financial statements of the Company
for the financial year ended 30 September 2020;“Act”

the Companies Act 2006 as amended, restated or re-enacted
from time to time;“2021 AGM” or “Annual
General Meeting”

the Annual General Meeting of the Company convened for
11:30 a.m. on 10 February 2021, notice of which is given at
the end of this document and any adjournment thereof;“2020 AGM”

the annual general meeting of the Company held on 12
February 2020;“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;“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;“Latest Practicable Date”

14 January 2021, being the latest practicable date prior to the
publication of this document;“New Articles”

the proposed new Articles of Association of the Company;“Notice”

the notice of the 2021 AGM at pages 16 to 19 of this document;5

“Ordinary Shares”

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

the resolutions to be proposed at the 2021 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.

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)
Lara Boro (Non-Executive Director)
David H Clayton (Non-Executive Director)
Frances M Earl (Non-Executive Director)
David E Shrimpton (Senior Independent
Director and Deputy Chairman)
Gordon M Stuart (Non-Executive Director)

15 January 2021
Dear Shareholder,
Notice of Annual General Meeting 2021
I am pleased to be writing to you with details of our 2021 AGM which we are holding by virtual
means at 11:30 a.m. on 10 February 2021.
The business to be considered by Shareholders at the 2021 AGM is set out in the Notice. I am
writing to you with an explanation of how the Annual General Meeting will be conducted in lightof the COVID-19 pandemic and of the Resolutions to be proposed at the 2021 AGM, and inparticular, to provide you with details of the Buy-Back Authority sought by Resolution 16 and the
Adoption of New Articles pursuant to Resolution 17. This letter also includes a recommendationthat you vote in favour of the Resolutions as set out in the Notice.
Given the current UK Government guidance restricting gatherings in view of the COVID19 pandemic, Shareholders (and their proxies) will not be permitted physically to attend
the Annual General Meeting. The Company will provide facilities for Shareholders (andtheir proxies) who wish to attend the Annual General Meeting via a virtual meeting facility,
details of which are set out in the notes to the Notice of the Annual General Meeting.
However, Shareholders will not be able to vote at the Annual General Meeting via the virtual
meeting facility.

7

The Board is asking Shareholders to exercise their votes by submitting their proxy inadvance of the Annual General Meeting and to appoint the Chairman of the Annual General
Meeting as their proxy with their voting instructions.
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;4.

request a hard copy form of proxy directly from the Company’s Registrars, Link Group,
by telephoning +44 (0)371 664 0391 (calls are charged at the standard geographic rate
and will vary 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 Friday,
excluding bank holidays in England and Wales); or

5.

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 2021 AGM
on pages 20 to 24 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 Group, no later than 11:30 a.m. on 8 February 2021.
Hard copies of the Proxy Forms should be returned to Link Group 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 the 2021 AGM
virtually, should they subsequently decide to do so, however you must vote in advance of theAnnual General Meeting, or appoint the Chairman of the Annual General Meeting as your proxy,for your vote to be counted.
Business to be transacted at the 2021 AGM
Resolutions 1 to 12 (inclusive) set out in the notice of the 2021 AGM deal with the ordinary
business to be transacted at the 2021 AGM. Resolutions 1 to 13 (inclusive) are ordinary
resolutions. Resolutions 14, 15, 16 and 17 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 2020.
Resolution 2 - Directors’ remuneration report
Shareholders are being asked to approve the Directors' remuneration report for the financial year
ended 30 September 2020 which is set out on pages 52 to 55 in the 2020 Annual Report.
Resolution 3 - Final dividend
Shareholders are being asked to approve a final dividend of 7.25 pence per Ordinary Share forthe financial year ended 30 September 2020. If the recommended final dividend is approved, the8dividend will be paid on 19 February 2021 to all Shareholders appearing on the Company’s
Register of Members at the close of business on 22 January 2021.
Resolutions 4 to 10 – Election and 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 (except David
Shrimpton, who will not stand for re-election) are standing for re-election as has increasingly
become the market practice and standard of good corporate governance adopted by companies
of equivalent standing to the Company. Each of David Clayton, Frances Earl and Gordon Stuart
have joined the Board since the last annual general meeting of the Company and are accordingly
seeking election by shareholders at the 2021 AGM. The biographies of each of the Directors
standing for election and re-election, as applicable, can be found on pages 30 to 31 of the 2020
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 2022.
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 2021 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 2021 AGM,
authorizes the Directors to allot shares and grant Rights up to an aggregate nominal value of£1,295,090 (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 10 May 2022 andthe conclusion of the annual general meeting of the Company in 2022 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.

9

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 the2020 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 thispower 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 £194,264 (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 £194,264 (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 10 May
2022 and the conclusion of the annual general meeting of the Company in 2022 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
10 May 2022 and the conclusion of the annual general meeting of the Company in 2022 andpermits the Company to make market purchases after expiry of the expiration of such authority if
it has agreed to do so beforehand.
The maximum price payable for the purchase by the Company of Ordinary Shares will be limited
to the higher of: a) 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; b) the price of the last independent trade of an Ordinary
Share; and c) the highest current independent bid for an Ordinary Share as derived from the10

London Stock Exchange Trading System (SETS). The minimum price payable by the Company
for the purchase 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 facilities
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 – Adoption of New Articles
The Directors are seeking approval to amend the Articles. The current Articles were reviewed
during the process when the Company acquired SDL plc and it was noted that they had not been
updated since 15 February 2010 and it was recognised that certain provisions ought to be updated
better to reflect good corporate governance and to reflect changes in company law and market
practice in recent years.

11The provisions regulating the operations of the Company are currently set out in the Company’s
memorandum and Articles. The Company’s memorandum contains, among other things, theobjects clause which sets out the scope of the activities the Company is authorised to undertake.
This is drafted to give a wide scope. The Act, when it came into force, significantly reduced theconstitutional significance of a company’s memorandum. The Act provides that a memorandum
will record only the names of subscribers and the number of shares each subscriber has agreed
to take in the company. Under the Act the objects clause and all other provisions which arecontained in a company’s memorandum, for existing companies at 1 October 2009, are deemed
to be contained in the company’s Articles of Association but a company can remove theseprovisions by special resolution. Further the Act states that unless a company’s Articles provide
otherwise, a company’s objects are unrestricted. This abolishes the need for companies to havespecific objects clauses as used to be required. For this reason the Company is proposing to
remove its objects clause together with all other provisions of its memorandum which, by virtueof the Act, are now treated as forming part of the Company’s Articles. Resolution 17 confirms theremoval of these provisions for the Company. As the effect of this resolution will be to remove thestatement currently in the Company’s memorandum of association regarding limited liability, the
New Articles also contain an express statement regarding the limited liability of Shareholders.
Resolution 17 further proposes that the Company amends its constitution by adopting New
Articles to take account of changes in company law and technology and to expressly permit theCompany to hold combined physical and virtual (or ‘hybrid’) general meetings and to grant
Directors powers to facilitate such meetings.
The principal changes to the Articles proposed to reflect changes in company law and technology
are as follows:•

The New Articles remove the reference to an authorised share capital, in accordancewith market practice for listed companies, because the requirement is no longer required
under the Act. This means that the Company can seek an authority at each annual
general meeting for the Directors to allot new shares without any limitation in its Articles
but only limited by the relevant authority sought from Shareholders from time to time ingeneral meeting.

•

The New Articles remove the concept of an extraordinary resolution because it no longer
exists under the Act. Where the Articles refer to an extraordinary resolution, the New
Articles substitute this for a special resolution.

•

Specific references to sections in the Companies Act 1985 have been amended to referto their counterparts in the Act (for example in respect of provisions differentiating
meetings of holders of a class of shares from general meetings, and in respect ofsuspension of rights for non-disclosure of interest).

•

The New Articles delete the provisions to increase share capital or to cancel shares byordinary resolution on the basis that the procedures set out in the Act for increasing or
reducing share capital must be followed.

•

The New Articles allow the Board to determine that a share certificate need not be signed
autographically or at all and to require that the operator of CREST or other applicable
uncertificated system convert any share held in uncertificated form into certificated form,in the interest of having the greater flexibility.

12•

The New Articles reflect the provisions in the Act with respect to interest rates payable
in respect of any call which is not paid when due, providing for an appropriate rate ofinterest being 5% per annum or such other rate as may be specified by order made by
the Secretary of State, replacing the rate of 20% as is currently provided for in the
Articles.

•The provisions in the New Articles which deal with transmission have been updated toinclude a member’s bankruptcy and transmissions that occur by operation whereas in
the Articles the equivalent provisions only cover a member’s death.

•

The New Articles give the Chairman the ability to decide whether votes are cast on ashow of hands or on a poll, as is market practice, in the interest of proper and orderly
conduct of meetings.

•

The New Articles delete reference to instruments being delivered by facsimile to reflect
updates in technology resulting in facsimile no longer being a frequently usedcommunications method.

•

The New Articles allow for documents, notices, information and communications to bedelivered and executed (if applicable) in electronic form, by electronic means and/or toan electronic address (if applicable), to reflect changes in the law and technology, andfor convenience. This includes allowing for notices or documents to be given to any
member by making them available on a website.

•

The New Articles change the minimum number of Directors that can constitute the Board
from three to two, and remove the maximum number of Directors, to provide greater
flexibility and reflect market practice.

•

The New Articles allow an alternate director to cease to be an alternate director if heresigns, which is market practice.

•

The New Articles allow a Director who has declared his/her interest to the Board to beinterested in shares or other securities issued by the Company, as is permitted underthe Act.

•

The capitalisation of profits and reserves provisions in the New Articles which deal withtreasury shares have been clarified to make clear that where treasury shares are bought
back, the Company will be deemed to be their holder.

•

The New Articles state that where Directors have not been elected or re-elected at anannual general meeting and this results in the total number of Directors being fewer thanthe minimum number required, all retiring Directors who stood for re-election at theannual general meeting shall be deemed to be re-elected and shall remain in office forcertain limited purposes. The New Articles require a general meeting to be convened assoon as reasonably practicable after the date of the relevant annual general meeting inorder to elect, or ratify the election of, new Directors and for the existing Directors who
were not re-elected at the annual general meeting to retire.

•

The New Articles amend the maximum amounts of (i) borrowings and (ii) Directors’ fees
which the Directors can authorise without Shareholder approval, to reflect customary13market practice and better to reflect the levels companies equivalent to the Company
may require.
The proposed amendments to the Articles in connection with hybrid general meetings are toreflect recent developments in market practice, particularly in light of the COVID-19 pandemic.
The principal changes are as follows:•

The New Articles provide that the Company may hold ‘hybrid’ general meetings which
would enable members to attend and participate in the business of the meeting byattending at a physical location (in a principal place or in more than one place) or bymeans of a virtual facility or facilities, in accordance with the Companies (Shareholders’
Rights) Regulations 2009 and the Act.

•The regulations which permit hybrid general meetings during the COVID-19 pandemic
and supersede the provisions in a company’s Articles of Association, apply to general
meetings held on or before 30 March 2021 and are not anticipated to be permanent. The
relevant provisions proposed in the New Articles would be necessary for the Company toavail itself of this facility in the future.

•

The New Articles are not intended to permit the Company to hold general meetings solely
by virtual means. The Company will remain able to hold physical general meetings as atpresent and as has been typically the practice.

•This change is intended to make it easier for members and other attendees to attend andparticipate in future general meetings and to facilitate better engagement, while providing
the Directors with the flexibility should they need to make alternative arrangements forparticipation in meetings (including where physical participation may be prevented or
restricted).

•

The New Articles include a number of consequential changes to enable hybrid general
meetings to take place.

Although the Company has no plans at the current time to routinely hold hybrid general meetings
in the future, it considers the ability to hold hybrid general meetings to be in the best interests ofShareholders as a whole and to reflect evolving investor sentiment and market practice.
Other changes which are of a minor, technical or clarifying nature, have not been summarised.
The current and proposed Articles of Association are available for inspection on our website
www.rws.com as set out in note 16 on page 23 of this document.

14

Directors' Recommendations
Resolutions 1 to 17
The Directors consider that Resolutions 1 to 17 are likely to promote the success of the Company
and are in the best interests of the Shareholders and the Company as a whole. Accordingly, theDirectors unanimously recommend that you vote in favour of Resolutions 1 to 17 at the 2021
AGM, as they intend to do in respect of their own beneficial holdings.

Yours faithfully

Andrew Brode
Chairman15

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 2021 ANNUAL GENERAL MEETING of RWS Holdings plc (the“Company”) will be held by virtual means at 11:30 a.m. on 10 February 2021, for the transactionof the business set out below.
Given the current UK Government guidance restricting gatherings in view of the COVID19 pandemic, Shareholders (and their proxies) will not be permitted physically to attend
the Annual General Meeting. The Company will provide facilities for Shareholders (andtheir proxies) who wish to attend the Annual General Meeting via a virtual meeting facility,
details of which are set out in the notes to the Notice of the Annual General Meeting.
However, Shareholders will not be able to vote at the Annual General Meeting via the virtual
meeting facility.
The Board is asking Shareholders to exercise their votes by submitting their proxy inadvance of the Annual General Meeting and to appoint the Chairman of the Annual General
Meeting as their proxy with their voting instructions.

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 2020, 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 2020.

3.

To declare the final dividend for the year ended 30 September 2020 of 7.25 pence per
Ordinary Share payable to Shareholders on the register at the close of business on 22
January 2021.

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 Lara Boro as a Director.

8.

To elect Frances Earl as a Director.

9.

To elect David Clayton as a Director.

16

10.

To elect Gordon Stuart 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 theCompany at which accounts are laid before the Company.

12.

To authorize the Directors to determine the Auditor's remuneration.
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 £1,295,090;(b)this authority shall expire (unless previously revoked, varied or renewed by
the Company) on the earlier of 10 May 2022 or the conclusion of the annual
general meeting of the Company in 2022;(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

17

(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 £194,264.

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£194,264; 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:

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17.

(a)

the maximum aggregate number of Ordinary Shares authorised to bepurchased is 38,852,700 (representing 10 per cent of the issued share capitalof the Company as at 14 January 2021);(b)

the minimum price which may be paid for such Ordinary Shares is £0.01 pershare (exclusive of expenses);(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 10 May 2022 or the conclusion of the annual
general meeting of the Company in 2022; 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.

THAT:
(a)

the Articles be amended by deleting all the provisions of the Company’s
memorandum of association which, by virtue of section 28 of the Act, are to
be treated as provisions of the Company’s Articles; and(b)the draft New Articles produced to the meeting and signed by the Chairman
be approved and adopted as the Articles of Association of the Company insubstitution for, and to the exclusion of, the existing Articles, to take effectimmediately.

15 January 2021
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

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NOTICE OF ANNUAL GENERAL MEETING - NOTESThe following notes explain your general rights as a Shareholder, as they will apply in respect ofthe 2021 AGM:
1.

Given the current UK Government guidance restricting gatherings in view of the COVID19 pandemic, Shareholders (and their proxies) will not be permitted physically to attend
the Annual General Meeting. The Company will provide virtual meeting facilities for
Shareholders (and their proxies) who wish to attend the Annual General Meeting, detailsof which are set out in these notes. However, Shareholders will not be able to vote at
the Annual General Meeting via the virtual meeting facility. The Board is asking
Shareholders to exercise their votes by submitting their proxy in advance of the Annual
General Meeting and to appoint the Chairman of the Annual General Meeting as their
proxy with their voting instructions.

2.

To be entitled to attend and vote at the 2021 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 8
February 2021 (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 2021 AGM.

3.

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 2021 AGM. As indicated above, we
are asking that members appoint the Chairman as their proxy in light of the current
restrictions on gatherings. A Shareholder may appoint more than one proxy in relation
to the 2021 AGM provided that each proxy must be appointed to exercise the rights
attached to a different share or shares held by that Shareholder. The return of acompleted Proxy Form or Electronic Filing or any CREST Proxy Instruction (asdescribed in note 6 below) will not prevent a Shareholder from attending the 2021 AGM
virtually if they wish to do so, however you must vote in advance of the Annual General
Meeting, or appoint the Chairman of the Annual General Meeting as your proxy, for yourvote to be counted. Shareholders should note that whilst COVID-19 restrictions ongatherings remain in place it will not be possible for Shareholders or their proxies
to attend the Annual General Meeting in person. The Company will provide
facilities for Shareholders (and their proxies) who wish to attend the Annual
General Meeting via a virtual meeting facility, details of which are set out in note
18 below.

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 their discretion. Your proxy will vote (or abstain

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from voting) as they think fit in relation to any other matter which is put before the 2021
AGM.
6.

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 (“Registrars”), by telephoning +44 (0)371
664 0391 (calls are charged at the standard geographic rate and will vary byprovider. Calls outside the United Kingdom will be charged at the applicableinternational rate. Lines are open 09:00 a.m. - 5:30 p.m., Monday to Friday,
excluding bank holidays in England and Wales); or(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 8 February 2021.
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 Group, 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 2021 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 8 February 2021 (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)21

from which the Registrars are 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, 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.

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 14 January 2021 (being the last practicable date before the publication of thisdocument), the Company's ordinary issued share capital consists of 388,527,003
Ordinary Shares carrying one vote each. Therefore, the total voting rights in the
Company as at 14 January 2021 are 388,527,003.

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 2021 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 2021 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 Annual General Meeting is eligible to ask questions. If
you wish to ask questions at the Annual General Meeting, you can submit yourquestions in writing in the webcast player during the event. Alternatively, shareholders
can submit questions to the Board in advance of the 2021 AGM by entering their

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questions in the Q&A box on the registration page, or by e-mailing the Company
Secretary at investors@rws.com. The deadline for submitting questions in advance byemail to the Company Secretary is close of business on 8 February 2021. You can also
submit questions online if you are casting your vote or appointing your proxy at
www.rwsshareportal.com, whilst doing so, for which the deadline will be 11:30 a.m. on
8 February 2021. The Company must cause to be answered any such question relating
to the business being dealt with at the 2021 AGM, but no such answer need be given
if: (a) to do so would interfere unduly with the preparation for the 2021 AGM or involvethe disclosure of confidential information: (b) the answer has already been given on a
website in the form of an answer to a question; or (c) it is undesirable in the interests of
the Company or the good order of the 2021 AGM that the question be answered.
15.

Voting on all Resolutions will be by way of a poll and not by show of hands. Resolutions
1 to 13 (inclusive) are each proposed as ordinary resolutions. This means that for eachof those resolutions to be passed, more than half of the votes cast must be in favour ofeach resolution. Resolutions 14, 15, 16 and 17 are each proposed as special
resolutions. This means that for each of those resolutions to be passed, at least threequarters of the votes cast must be in favour of each resolution.

16.

Copies of the following documents will be made available for inspection on the
Company’s website at https://www.rws.com/investor-relations/:(a)the memorandum and Articles of the Company;(b)

the 2020 Annual Report, 2019 Annual Report and 2018 Annual Report;(c)copies of the New Articles; and(d)this document.

Copies of the following documents will be made available for inspection on request fromthe Company Secretary by emailing investors@rws.com:(e)the service contracts between the Company and each of the Executive
Directors of the Company; and(f)the letters of appointment between the Company and each of the NonExecutive Directors of the Company.

17.

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.

18.

Access to the Virtual Meeting Platform
You may attend the 2021 AGM virtually using your smartphone, tablet or computer. You
will be able to view and listen to a live webcast of the 2021 AGM and submit questions
to the Directors in writing, however, as explained above, you will not be able to vote at
the event. To join the 2021 AGM virtually, you will need to visit
https://www.rws.com/investor-relations/ from your device. To log in to the 2021 AGM,
you will be prompted to enter your unique Login Code (which is your full 11 digit Investor
Code (“IVC”) including any zeros) and your PIN number (which is the last 4 digits of23

your IVC). This will authenticate you as a Shareholder. If you are not in receipt of your
IVC this can be found on a share certificate or dividend tax voucher, or alternatively you
can sign in to www.rwsshareportal.com to obtain your IVC.
If, however, you cannot find your IVC and do not have access towww.rwsshareportal.com then please contact Link Group on +44 (0) 371 664 1020*
before 10 February 2021 to obtain your IVC in order to log in to the Annual General
Meeting.
Access to the Annual General Meeting will be available from 11:00 a.m. on 10 February
2021 although you will not be able to submit questions until the Annual General Meetingis declared open.
If you wish to appoint a proxy and for them to attend the virtual Annual General Meetingon your behalf, please contact Link Group on telephone number +44 (0) 371 277 1020*.
If your shares are held within a nominee and you wish to access the virtual Annual
General Meeting, you will need to contact your nominee immediately. Your nominee willneed to have completed a letter of representation and presented this to Link Group, ourRegistrars, no later than 72 hours before the start of the Annual General Meeting inorder obtain your unique Login Code and PIN number to access the virtual Annual
General Meeting. If you are in any doubt about your shareholding, please contact our
Registrars.
* Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard
geographic rate and will vary by provider. Calls outside the UK will be charged at the applicableinternational rate.
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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