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 shares, please forward this document together
with the accompanying documents to the purchaser or transferee, or to the person who arranged
the sale or transfer so they can pass these documents to the person who now holds the shares.

RWS HOLDINGS PLC WKH³&RPSDQ\(incorporated and registered in England and Wales with number 03002645)

NOTICE OF ANNUAL GENERAL MEETINGTO BE HELD AT 11:30 A.M. ON 13 FEBRUARY 2019
AT CMS CAMERON MCKENNA NABARRO OLSWANG LLPCANNON PLACE, 78 CANNON STREET, LONDON, EC4N 6AF:KHWKHURUQRW\RXSURSRVHWRDWWHQGWKH$QQXDO*HQHUDO0HHWLQJ ³$*0´ WREH held at 11:30
a.m. on 13 February 2019, if you would like to vote on the resolutions you can:
1. log on to http://www.signalshares.com using the investor number which is on your sharecertificate or dividend tax voucher and follow the instructions;
2. request a hard copy form of proxy directly from the &RPSDQ\¶V Registrars, Link Asset
Services Limited, by telephoning +44 (0)371 664 03001; or
3. in the case of CREST members, utilize the CREST electronic proxy appointment service
in accordance with the instructions set out in the notes to the notice of the 2019 AGM on
pages 9 to 10 of this document.
Shareholders are requested to vote as soon as possible, but in any event, to be valid, so as to bereceived E\WKH&RPSDQ\¶V5HJLVWUDUVLink Asset Services Limited, no later than 11:30 a.m. on
11 February 2019. Hard copies of the Proxy Forms should be returned to Link Asset Services
Limited at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF.
The return of a completed Proxy Form, Electronic Filing or any CREST Proxy Instruction (asdefined in the notes to the notice of the 2019 AGM on pages 9 to 10 of this document), will notpreclude a member from attending and voting at the 2019 AGM in person, should they
subsequently decide to do so.
A copy of this document will be made available on the Company's website at www.rws.com fromthe date of this document.

1&DOOVFRVWSSHUPLQXWHSOXV\RXUSKRQHFRPSDQ\¶VDFFHVVcharge. Calls outside the United Kingdom will be charged at
the applicable international rate. Lines are open between 09:00 ± 17:30 Monday to Friday, excluding public holidays in
England and Wales.

1

LETTER FROM THE CHAIRMANRWS HOLDINGS PLC(incorporated and registered in England and Wales with number 03002645)

Directors:

Registered and Head Office:Andrew S Brode (Chairman)

Europa House

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

Chiltern Park
Chiltern Hill
Chalfont St Peter
Buckinghamshire
SL9 9FG

Tomas Kratochvíl (Non-Executive Director)
21 January 2019
Dear Shareholder,
Notice of Annual General Meeting 2019
I am pleased to be writing to you with details of our 2019 AGM which we are holding at 11:30 a.m.
on 13 February 2019 at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon
Place, 78 Cannon Street, London, EC4N 6AF. The business to be considered by shareholders at
the 2019 AGM is set out in the formal notice of the 2019 AGM on pages 6 to 8 of this document. I
am writing to you with an explanation of the resolutions to be proposed at the 2019 AGM.
Whether or not you propose to attend the 2019 AGM to be held at 11:30 a.m. on 13 February 2019,
if you would like to vote on the resolutions you can:
1. log on to http://www.signalshares.com using the investor number which is on your sharecertificate or dividend tax voucher and follow the instructions;
2. request a hard copy form of proxy directly from the &RPSDQ\¶V Registrars, Link Asset
Services Limited, by telephoning +44 (0)371 664 03001; or
3. in the case of CREST members, utilize the CREST electronic proxy appointment service
in accordance with the instructions set out in the notes to the notice of the 2019 AGM on
pages 9 to 10 of this document.

Shareholders are requested to vote as soon as possible, but in any event, to be valid, so as to bereceived E\WKH&RPSDQ\¶V5HJLVWUDUVLink Asset Services Limited, no later than 11:30 a.m. on 11
February 2019. Hard copies of the Proxy Forms should be returned to Link Asset Services Limited
at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF.

1
&DOOVFRVWSSHUPLQXWHSOXV\RXUSKRQHFRPSDQ\¶VDFFHVVFKDUJH&DOOVRXWVLGHWKH8QLWHG.LQJGRPZLOOEHFKDUJHGDW
the applicable international rate. Lines are open between 09:00 ± 17:30 Monday to Friday, excluding public holidays in
England and Wales.

2Business to be transacted at the 2019 AGM
Resolutions 1 to 12 (inclusive) set out in the notice of the 2019 AGM deal with the ordinary businessto be transacted at the 2019 AGM.
Resolution 1 - Report and accounts
The Directors must present to the meeting the annual accounts, together with the strategic report,
the Directors' report and the Auditor's report for the financial year ended 30 September 2018.
Resolution 2 ± 'LUHFWRUV¶remuneration report
Shareholders are being asked to approve the Directors' remuneration report which is set out on
pages 26 to 29 in the report and accounts for the financial year ended 30 September 2018.
Resolution 3 - Final dividend
Shareholders are being asked to approve a final dividend of 6.0 pence per ordinary share for thefinancial year ended 30 September 2018. If the recommended final dividend is approved, thedividend will be paid on 22 February 2019 to all shareholders appearing on the &RPSDQ\¶VRegisterof Members at the close of business on 25 January 2019.
Resolutions 4 to 9 ± Re-election of Directors
1RWZLWKVWDQGLQJWKDWQHLWKHUWKH&RPSDQ\¶V$UWLFOHVRI$VVRFLDWLRQQRUWKH4&$*XLGHOLQHV WKH
corporate governance code to which the Company adheres) require them to do so, all of the
Directors are standing for re-election as has increasingly become the market practice and standardof good corporate governance adopted by companies of equivalent standing to the Company.
Resolution 10 - Election of Director joining the Board of Directors since the 2018 AGM
7KH&RPSDQ\¶V$UWLFOHVRI$VVRFLDWLRQprovide that any new Director appointed by the Board during
the year, having not been previously elected by shareholders, may hold office only until the next
AGM, when that Director must retire and stand for election as a Director at such meeting. Mr Tomas
Kratochvíl has joined the Board since the 2018 AGM and is accordingly seeking election byshareholders.
Resolutions 11 and 12 ± Re-appointment and remuneration of Auditors
Shareholders will be asked to confirm the re-appointment of PricewaterhouseCoopers LLP as the&RPSDQ\¶VAuditors to hold office until the conclusion of the 2020 AGM.
1RWZLWKVWDQGLQJWKDWQHLWKHUWKH&RPSDQ\¶V$UWLFOHVRI$VVRFLDWLRQQRUWKH4&$Guidelines (thecorporate governance code to which the Company adheres) require them to do so, theshareholders will be asked in a separate resolution to grant authority to the Directors to determine
WKH$XGLWRU¶V remuneration for that period as has increasingly become the market practice andstandard of good corporate governance adopted by companies of equivalent standing to theCompany.
Further explanation in relation to resolutions 13, 14 and 15, being the special business to betransacted at the 2019 AGM, is set out below.

3

Resolution 13 ± Authority to allot shares or to grant subscription or pre-emption rights overshares (ordinary resolution)
The purpose of resolution 13 is to renew the Directors' power to issue and allot new shares in the
Company.
Under section 549 of the Companies Act 2006, the Directors are prevented, subject to certain
exceptions, from allotting shares in the Company or from granting rights to subscribe for, or toconvert any security LQWR VKDUHV LQ WKH &RPSDQ\ ³Rights´ without the authority of theshareholders in general meeting. Resolution 13, which will be proposed as an ordinary resolution
at the 2019 AGM, authorizes the Directors to allot shares and grant Rights up to an aggregate
nominal value of £911,811 (representing, in accordance with the guidelines published by theInvestment Association, approximately one third of the nominal value of the ordinary share capitalof the Company in issue on 20 January 2019 (being the last practicable date before the publicationof this document).
If resolution 13 is passed, the Directors' authority will expire on the earlier of 13 May 2020 and theconclusion of the 2020 AGM. 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, in respect of any business opportunities that may arise consistent with
the Company's strategic objectives.
The Company does not currently hold any ordinary shares in the capital of the Company in treasury.
Resolutions 14 and 15 ± Disapplication of pre-emption rights (special resolutions)
If the Directors wish to allot new shares and other equity securities, or sell treasury shares for cash
(other than in connection with an executive or employee share scheme), the Companies Act 2006
requires that these shares are offered first to the shareholders, in proportion to their existingholdings. The Board of Directors 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 the2018 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*URXS¶V6WDWHPHQWRI3ULQFLSOHV,ISDVVHGWKHVHUHVROXWLRQVZLOOHQDEOHWKH'LUHFWRUVWRDOORWHTXLW\securities for cash without having to comply with statutory pre-emption rights, but this power will belimited to allotments: (a) in connection with a rights issue, open offer or other pre-emptive offer toordinary shareholders and to holders of other equity securities (if required by the rights of thosesecurities or the Directors otherwise consider necessary), but (in accordance with normal practice)subject to such exclusions or other arrangements; (b) up to an aggregate nominal amount of£136,772 (which represents approximately 5% of the issued ordinary share capital of the Company
as at 20 January 2019, (being the last practicable date before the publication of this document);and (c) in addition to the authority referred to in (b) above, up to an aggregate nominal amount of£136,772 (which represents approximately 5% of the issued ordinary share capital of the Company
as at 20 January 2019 (being the last practicable date before the publication of this document) 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 13 May 2020
and the conclusion of the 2020 AGM.
4

Directors' recommendations
The Directors consider that all the resolutions to be put to the 2019 AGM are in the best interestsof the shareholders of the Company and the Company as a whole, and are most likely to promote
the success of the Company. Accordingly, the Directors unanimously recommend that you vote infavour of each of them, as they intend to do in respect of their own holdings of 90,239,660 ordinary
shares in aggregate, representing approximately 33 per cent of the ordinary shares currently inissue.

Yours faithfully

Andrew Brode
Chairman5

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 2019 ANNUAL GENERAL MEETING of RWS Holdings plc (the"Company") will be held at 11:30 a.m. on 13 February 2019 at the offices of CMS Cameron McKenna
Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF for the transaction of
the following business:

Ordinary BusinessTo consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary
resolutions:
1.

7R UHFHLYH DQG DGRSW WKH &RPSDQ\¶V DQQXDO DFFRXQWV IRU WKH ILQDQFial year ended 30
September 2018, together with the strategic report, the Directors¶UHSRUW and the Auditor¶sreport.

2.

To receive and approve the Directors' remuneration report for the financial year ended 30
September 2018.

3.

To declare the final dividend for the year ended 30 September 2018 of 6.0 pence per
ordinary share payable to shareholders on the register at the close of business on 25
January 2019.

4.

To re-elect Andrew Brode as a Director.

5.

To re-elect Richard Thompson as a Director.

6.

To re-elect Desmond Glass as a Director.

7.

To re-elect David Shrimpton as a Director.

8.

To re-elect Elisabeth Lucas as a Director.

9.

To re-elect Lara Boro as a Director.

10.

To elect Tomas Kratochvíl as a Director.

11.

To reappoint PricewaterhouseCoopers LLP as Auditors to hold office from the conclusion ofthis meeting until the conclusion of the next Annual General Meeting of the Company atwhich accounts are laid before the Company

12.

To authorize the DirectRUVWRGHWHUPLQHWKH$XGLWRU¶Vremuneration.

6

Special Business
13.

THAT:

13.1

the Directors be generally and unconditionally authorized under section 551 of theCompanies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot
shares in the Company or grant rights to subscribe for, or convert any security into, sharesin the Company ("Rights") up to an aggregate nominal amount of £911,811;

13.2

this authority shall expire (unless previously revoked, varied or renewed by the Company)on the earlier of 13 May 2020 or the conclusion of the Annual General Meeting of theCompany in 2020;

13.3

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 pursuance of any such offer or agreement
notwithstanding that the power conferred by this resolution has expired; and13.4

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 to section 727 of the2006 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 orissue by way of rights or other pre-emptive offer or issue, open for acceptance for aperiod fixed by the Directors, to holders of ordinary shares (other than the Company)on the register 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 or practicalproblems arising in any overseas territory, the requirements of any regulatory bodyor stock exchange or any other matter whatsoever; and(b)

any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a)above, of equity securities having, in the case of ordinary shares, 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, notexceeding the sum of £136,772.

This authority shall expire, unless previously revoked or renewed by the Company in general
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 sellequity securities held as treasury shares in pursuance of such an offer or agreement as if thepower conferred by this resolution had not expired.
15.

THAT, in addition to any authority granted under resolution 14, the Directors be empowered7

pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 ofthat Act) for cash pursuant to the general authority conferred on them by 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 the case ofordinary 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 £136,772; and(b)used only for the purposes of financing (or refinancing, if the authority is to be usedwithin 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 of this document.

This authority shall expire, unless previously revoked or renewed by the Company in general
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 sellequity securities held as treasury shares in pursuance of such an offer or agreement as if thepower conferred by this resolution had not expired.
21 January 2019
By order of the Board

Desmond Glass
Company Secretary
Registered Office: Europa House, Chiltern Park, Chiltern Hill, Chalfont St Peter, Buckinghamshire, SL9 9FG
Registered in England and Wales under number 03002645

8

NOTICE OF ANNUAL GENERAL MEETING ± NOTESThe following notes explain your general rights as a shareholder and your right to attend and vote at the 2019 AGM or to appoint
someone else to vote on your behalf.
1.

To be entitled to attend and vote at the 2019 AGM (and for the purpose of the determination by the Company of
the number of votes they may cast), shareholders must be registered in the &RPSDQ\¶VRegister of Members at
close of business on 11 February 2019 (or, in the event of any adjournment, 48 hours before the time of the
adjourned meeting). Changes to the &RPSDQ\¶V Register of Members after the relevant deadline shall be
disregarded in determining the rights of any person to attend and vote at the 2019 AGM.

2.

Shareholders, or their proxies, intending to attend the 2019 AGM in person are requested, if possible, to arrive at themeeting venue at least 20 minutes prior to the commencement of the 2019 AGM at 11:30 a.m. on 13 February 2019,
so that WKHLUVKDUHKROGLQJPD\EHFKHFNHGDJDLQVWWKH&RPSDQ\¶V5HJLVWHURI0HPEHUVDQGDWWHQGDnces recorded.

3.

Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to attend and to
speak and vote on their behalf at the 2019 AGM. A shareholder of the Company may appoint more than one proxy
in relation to the 2019 AGM provided that each proxy must be appointed to exercise the rights attached to adifferent share or shares held by that shareholder. The return of a completed Proxy Form or other such instrument
or any CREST proxy instruction (as described in note 6 below) will not prevent a shareholder attending the 2019
AGM and voting in person if he/she wishes to do so.

4.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only theappointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which
WKHQDPHVRIWKHMRLQWKROGHUVDSSHDULQWKH&RPSDQ\¶V5HJLVWHURI0HPEHUVLQUHVSHFWRIWKHMRLQWKROGLQJ WKH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 the calculation of votes for oragainst the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which isput before the 2019 AGM.

6.

Whether or not you propose to attend the 2019 AGM, you can vote either by:
x logging on to http://www.signalshares.com using the investor number which is on your share certificate or dividend
tax voucher and following the instructions ³(OHFWURQLF)LOLQJ´ x requesting a hard copy form of proxy ³3UR[\)RUP´ GLUHFWO\IURPWKH&RPSDQ\¶V5HJLVWUDUV/LQN$VVHW6HUYLFHV
Limited ³5HJLVWUDUV´ , by telephoning +44 (0)371 664 0300. Calls cost 12p per minute plus your phone
FRPSDQ\¶VDFFHVVFKDUJH&DOOVRXWVLGHWKH8QLWHG.LQJGRPZLOOEHFKDUJHGDWWKHDSSOLFDEOHLQWHUQDWLRQDOUDWH
Lines are open between 09:00 ± 17:30 Monday to Friday, excluding public holidays in England and Wales; orx in the case of CREST members who hold shares in uncertificated form, utilizing the CREST electronic proxyappointment service in accordance with the procedures set out below ³&5(673UR[\,QVWUXFWLRQ´ .
Shareholders are requested to vote as soon as possible, but in any event, to be valid, so as to be received by theRegistrars no later than 11:30 a.m. on 11 February 2019. Hard copy Proxy Forms and any authority under which it isexecuted (or a notarially certified copy of such authority) must be returned to the Registrars, Link Asset Services Limited,at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF.

7.

If you return more than one proxy appointment in respect of the same 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 the receipt of proxies will take precedence. You are advised to read the terms and conditions of use
carefully. Electronic communication facilities are open to all shareholders and those who use them will not bedisadvantaged.

8.

The return of a completed Proxy Form, Electronic Filing or CREST Proxy Instruction, will not preclude a member from
attending and voting at the 2019 AGM in person, should they subsequently decide to do so.

9.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may
do so for the 2019 AGM and any adjournment(s) of the meeting by using the procedures described in the CREST
Manual (available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsoredmembers 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.

10. In order for a proxy appointment or instruction made using the CREST service to be valid, the CREST Proxy,QVWUXFWLRQPXVWEHSURSHUO\DXWKHQWLFDWHGLQDFFRUGDQFHZLWK(XURFOHDU8. ,UHODQG/LPLWHG¶VVSHFLILFDWLRQVDQG
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 11:30 a.m. on 11 February 2019 (being not less than 48 hours before the time for holding the meeting). For thispurpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message
by the CREST application host) from which the Registrar is able to retrieve the message by enquiry to CREST in the9manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
11. 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 and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, orsponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instructionin the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities 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 -DQXDU\ EHLQJWKHODVWSUDFWLFDEOHGDWHEHIRUHWKHSXEOLFDWLRQRIWKLVGRFXPHQW WKH&RPSDQ\¶V
ordinary issued share capital consists of 273,543,772 ordinary shares of 1 pence each, carrying one vote each.
Therefore, the total voting rights in the Company as at 20 January are 273,543,772.
14. Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements 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:
L WKHDXGLWRIWKH&RPSDQ\¶VILQDQFLDOVWDWHPHQWV LQFOXGLQJWKH$XGLWRU¶VUeport and the conduct of the audit) thatare to be laid before the 2019 AGM; or (ii) any circumstances connected with an auditor of the Company ceasing tohold 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 the 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 toplace a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the&RPSDQ\¶VDXGLWRUQRWODWHUWKDQWKHWLPHZKHQLWPDNHVWKHVWDWHPHQWDYDLODEOHRQWKHZHEVLWH7KHEXVLQHVVZKLFK
may be dealt with at the 2019 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.
15. Any shareholder attending the 2019 AGM has the right to ask questions. The Company must cause to be answered
any such question relating to the business being dealt with at the 2019 AGM, but no such answer need be given if: (a)to do so would interfere unduly with the preparation for the 2019 AGM or involve the 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 isundesirable in the interests of the Company or the good order of the 2019 AGM that the question be answered.
16. Resolutions 1 to 13 are each proposed as ordinary resolutions. This means that for each of those resolutions to bepassed, more than half of the votes cast must be in favour of each resolution. Resolutions 14 and 15 are each
proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters ofthe votes cast must be in favour of each resolution.
17. Copies of the following documents will be made available for inspection at the offices of the Company during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of posting thisdocument up to the date of the 2019 AGM and at the place of meeting 15 minutes prior to the 2019 AGM and during
the 2019 AGM:x

the Memorandum and Articles of Association of the Company;x

the 2018 Annual Report;x

the service contracts of each of the Executive Directors of the Company; andxthe letters of appointment between the Company and each of the Non-Executive Directors of the Company.

18. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided
in either this document or any related documents to communicate with the Company for any purposes other thanthose expressly stated.
A copy of this document, and other information required by Section 311A of the Companies Act 2006, can be found on the&RPSDQ\¶VZHEVLWHDWZZZUZVFRP.

10