THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to what action to take, you should immediately consult your stockbroker, bank manager, solicitor,
accountant or other independent adviser authorised under the Financial Services and Markets Act 2000.

RWS HOLDINGS PLCNOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 11 FEBRUARY 2013,
AUTHORITY TO MAKE PURCHASES OF ITS OWN SHARESANDAPPROVAL OF WAIVER UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND
MERGERSIf you have sold or transferred all of your Ordinary Shares, please forward this document together

with the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker, bankmanager or other agent through whom the sale or transfer was effected for transmission to thepurchaser or transferee.

Shareholders who hold their shares in certificated form are requested to complete and return theenclosed Form of Proxy to the Company's registrars at Capita Registrars PXS, The Registry, 34

Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible but in any event, to be valid, so

as to arrive no later than 11.00 a.m. on 7 February 2013. Shareholders who hold their shares in

uncertificated form may use the CREST electronic proxy appointment service. In order for a proxyappointment made by means of CREST to be valid, the appropriate CREST message (a "CREST
Proxy Instruction") must be properly authenticated in accordance with CRESTCo's specifications

and must contain the information required for such instructions, as described in the CREST Manual.

The message must be transmitted so as to be received by the issuer's agent, Capita Registrars(CREST ID:RA10) by 11.00 a.m. on 7 February 2013.

The return of a Form of Proxy or theappointment of a proxy through CREST will not preclude a member from attending and voting at theAnnual General Meeting in person, should they subsequently decide to do so.

Numis Securities Limited, which is regulated in the United Kingdom by the Financial Services

Authority, is acting exclusively for RWS Holdings PLC in connection with the proposals described inthis document, and accordingly will not be responsible to anyone other than RWS Holdings PLC for

providing the protections afforded to customers of Numis Securities Limited, or for providing advice

in relation to the proposals described in this document or any other matter in relation to the contentsof this document.

The Directors, whose names appear on page 5, accept responsibility for the information contained inthis document (save that the only responsibility accepted by the Independent Directors in respect of
the information relating to the AB concert party has been to ensure that such information has beencorrectly and fairly reproduced or presented).

To the best of the knowledge and belief of the

Directors (who have taken all reasonable care to ensure that such is the case), the information
contained in this document is in accordance with the facts, and does not omit anything likely to affectthe import of such information.

6831665-10

1

CONTENTS

Page
Expected timetable of principal events

2

Definitions

3

Part I

5

Letter from a Non-Executive Director of RWS Holdings PLC

Part II Additional Information

12

Notice of Annual General Meeting

23

Form of Proxy

Enclosed

Expected timetable of principal events
Notice of Annual General Meeting and Form of Proxy posted

11 January 2013

Latest time for receipt of completed Forms of Proxy for

11.00 a.m. on 7 February 2013

Latest time for receipt of CREST Proxy Instruction

11.00 a.m. on 7 February 2013

Annual General Meeting

11.00 a.m. on 11 February 2013

or notified to shareholders

General Meeting

6831665-10

2

DEFINITIONS"2011 Annual Report"

the annual reports and financial statements of the Company for the"2012 Annual Report"

the annual reports and financial statements of the Company for the"AB concert party"

Andrew Brode, Diane Brode and the Trust;"ABI"

the Association of British Insurers;"Act"

the Companies Act 2006;"AGM" or "Annual

the Annual General Meeting of the Company convened for 11.00"Articles"

the Articles of Association of the Company in place on the date ofGeneral Meeting"period ending 30 September 2011;

period ending 30 September 2012;

a.m. on 11 February 2013;

the document;"City Code"the City Code on Takeovers and Mergers;"Company"

RWS Holdings PLC;

"CREST"

the United Kingdom paperless share settlement system of which

CRESTCo Limited is the Operator (as defined in the UncertificatedSecurities Regulations 2001);"Directors" or "thethe directors of the Company whose names are set out on page 5"Group"the Company and its subsidiaries;"Independent Directors"

all the executive and non-executive Directors other than Andrew"Independent

the shareholders of the Company, other than the members of the"Latest Practicable Date"

7 January 2013, being the latest practicable date prior to the"Notice"the notice of the AGM attached to this document;"Numis Securities"

Numis Securities Limited;"Ordinary Shares"

ordinary shares of £0.05 each in the capital of the Company;"Panel"the Panel on Takeovers and Mergers;

Board"

Shareholders"

6831665-10of this document;

Brode;

AB concert party, who own voting shares in the Company;

publication of this document;

3

"Proposed Buy-Backthe proposal to grant authority to the Company to purchase up to"Rights"rights to subscribe for or to convert any security into shares;"the Trust"

The Brode Life Interest Settlement;"the Trustee"

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

the waiver by the Panel, subject to the approval of Independent

Authority"

10% of its issued Ordinary Shares;

Shareholders, of the obligation which would otherwise arise under

Rule 9 of the City Code requiring the AB concert party to make anoffer for the issued share capital of the Company following re-purchases of Ordinary Shares by the Company pursuant toresolution 10 that could potentially increase the AB concert party's

shareholding from approximately 42.619 per cent of issued sharecapital to a maximum of approximately 47.355 per cent of issued
share capital; and"Waiver Resolution"

6831665-10

resolution 11 set out in the Notice approving the Waiver.

4

PART ILETTER FROM A NON-EXECUTIVE DIRECTOR OF
RWS HOLDINGS PLC(Incorporated in England and Wales with registered number 3002645)
Directors

Registered and Head Office

Andrew S Brode* (Executive Chairman)
Reinhard K-H Ottway (Chief Executive Officer)
Richard J Thompson (Chief Financial Officer and Company Secretary)
David E Shrimpton (Senior Non-Executive Director)
Elisabeth A Lucas (Non-Executive Director)
Peter Mountford (Non-Executive Director)

Europa House
Chiltern Park
Chiltern Hill
Chalfont St Peter
Buckinghamshire
SL9 9FG*member of the AB concert party

11 January 2013
Dear Shareholder
Notice of Annual General Meeting, including resolutions relating to a Proposed Buy-Back

Authority and Rule 9 Waiver
Introduction

Set out at the end of this document is the Notice of the Annual General Meeting of the Company

to be held on 11 February 2013. I am writing to you to set out an explanation of the resolutions tobe proposed at the AGM, and in particular to provide you with details of the Proposed Buy-Back

Authority sought by resolution 10 and the approval of a waiver granted by the Panel under Rule 9of the City Code pursuant to resolution 11.

If the Company undertakes a share repurchase in accordance with the authority sought byresolution 10, the AB concert party's interest in Ordinary Shares could increase fromapproximately 42.6 per cent to approximately 47.4 per cent of the issued share capital of theCompany, in which case one or more members of the AB concert party could be required under
Rule 9 of the City Code to make a mandatory offer for the remainder of the share capital of theCompany. We are therefore asking the Independent Shareholders to approve the terms of theWaiver granted by the Panel to the AB concert party. An explanation of the reasons for thisrequest, and the background to the obligation arising from Rule 9 of the City Code, is set out

below.

The Resolutions
Resolutions 1 to 7 set out in the Notice deal with ordinary business to be transacted at the AGM.

Further explanation in relation to resolutions 8 to 11, being the special business to be transacted

at the AGM, is set out below.

6831665-10

5Resolution 8 – Authority to allot shares or grant subscription or pre-emption rights (ordinary
resolution)

The purpose of Resolution 8 is to renew the Directors' power to allot shares.
Under section 549 of the Act, the Directors are prevented, subject to certain exceptions, fromallotting shares in the Company or from granting Rights without the authority of the shareholders

in general meeting. Resolution 8, which will be proposed as an ordinary resolution at the Annual
General Meeting, authorises the Directors to allot shares and grant Rights up to an aggregate
nominal value of £705,266, (representing, in accordance with ABI guidelines, approximately one
third of the share capital of the Company in issue as at the Latest Practicable Date).

The Directors' authority will expire on the earlier of 10 May 2014 and the conclusion of theCompany’s annual general meeting in 2014. The directors have no immediate plans to make useof this authority, although the directors are currently considering certain employee incentive plans

which may involve the grant of options to employees over the Company's shares. As at theLatest Practicable Date the Company does not hold any Ordinary Shares in the capital of theCompany in treasury.

Resolution 9 – Disapplication of pre-emption rights (special resolution)
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 shareholders in proportion to their existing holdings.

The existing authority disapplying this pre-emption right conferred by a special resolution at thelast annual general meeting of the Company held on 13 February 2012 is soon to expire. It istherefore proposed that it be renewed. Resolution 9, which is proposed as a special resolution,

renews, for the period ending on 10 May 2014 or, if earlier, the date of the next annual general

meeting, the authorities previously granted to the Directors to: (a) allot shares of the Company inconnection with a rights issue or other pre-emptive offer; and (b) otherwise allot shares of theCompany, or sell treasury shares for cash, up to an aggregate nominal value of £211,579(representing approximately 10 per cent of the share capital in issue as at the Latest PracticableDate) as if the pre-emption rights of section 561 of the Act did not apply.
Resolution 10 - The Proposed Buy-Back Authority (special resolution)
Resolution 10, as set out in the Notice of AGM, is to authorise the Company to make market
purchases of up to 10 per cent of the issued share capital of the Company, and such authority is

to be exercisable until the conclusion of the Company’s 2014 annual general meeting.

The maximum price payable for the purchase by the Company of Ordinary Shares will be limited
to the higher of the price 5 per cent above the average of the middle market quotations of such

Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange for the fivebusiness days prior to the purchase, the price of the last independent trade of an Ordinary Shareand the highest current independent bid for an Ordinary Share as derived from the London Stock
Exchange Trading System (SETS).

6831665-10

The minimum price payable by the Company for the6purchase of Ordinary Shares will be £0.05 per share (being the nominal value of an Ordinary
Share).

In accordance with the recommendation of the ABI, this resolution is being proposed as a special
resolution.

The Directors would use the Proposed Buy-Back Authority with discretion, and purchases would

only be made from the Company's distributable reserves not required for other purposes and in

the light of market conditions prevailing at the time. No provider of finance will be required, andtherefore no payment of interest, repayment of, or security for, any liability will be required to be

dependent upon the business of the Company. In reaching a decision to purchase Ordinary
Shares, the Directors would take account of the Company's cash resources and capital and theeffect of such purchase on the Company's business, and would only make market purchases ifsatisfied that they would increase earnings per Ordinary Share and be in the interests ofshareholders generally. No announcement will be made by the Company in advance of market

purchases but any purchases made by the Company would be announced by 7.30 a.m. on thenext business day following the transaction.

Nothing said above should be taken as an indication that, if the Proposed Buy-Back
Authority is exercised, earnings per share will necessarily be greater than those for thepreceding financial period.

If the Proposed 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 theissued Ordinary Share capital bought back from shareholders, pursuant to the authority beingsought under resolution 10. The Company will only be able to hold in treasury Ordinary Shares

which are purchased utilising distributable profits 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 tomeet 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 theCompany would not be able to attend meetings, exercise any voting rights, or receive any
dividend or other distribution (save for any issue of bonus shares) in respect of Ordinary Shares

held in treasury. Once any such Ordinary Shares are sold or transferred out of treasury, the newlegal owners of the Ordinary Shares would be able to exercise the usual rights from time to time

attaching to those shares. In the opinion of the Board, having the ability to hold Ordinary Sharesbought back into treasury allows for greater flexibility and may save the Company some of thecosts associated with issuing new Ordinary Shares. As with any new issues and allotments ofshares, a sale of treasury shares for cash may attract pre-emption rights.
Resolution 11 – Waiver (ordinary resolution)

Rule 9 of the City Code applies where any person, whether by a series of transactions over a
period of time or not, acquires an interest in shares which, when taken together with the shares inwhich he is already interested (together with shares in which persons acting in concert with him

are interested), carry 30 per cent or more of the voting rights in a company which is subject to theCity Code. In those circumstances, that person is normally required to make a general offer to allof the remaining shareholders to acquire their shares. Similarly, when any person (or persons

6831665-107

acting in concert) is or are already interested in shares which carry 30 per cent or more but

do/does not hold more than 50 per cent of the voting rights in the company in question, a generaloffer will normally be required to be made if any further interests in such shares are acquired.

An offer under Rule 9 of the City Code must be in cash and at the highest price paid within the 12months prior to the announcement of the offer for any shares acquired in the company by the
person required to make the offer (or any person acting in concert with him).

Under Rule 37 of the City Code, when a company purchases its own voting shares, the resulting
increase in the percentage of shares carrying voting rights in which a person or group of persons

acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 (althougha shareholder who is neither a director, nor acting in concert with a director, will not normally incuran obligation to make an offer under Rule 9).

If the Company were to repurchase shares under the authority to be granted by resolution 10,
and at the time the voting rights attributable to the aggregate holding of the AB concert party(details of which are set out below) continued to exceed 30 per cent of the voting rights of theCompany, an obligation under Rule 9 of the City Code would arise for one or more members of
the AB concert party to make a cash offer for the issued shares of the Company which they do
not already own.

The Panel has however agreed to waive the obligation to make a general offer that would

otherwise arise as a result of the repurchase of shares, subject to the approval of Independent
Shareholders. Accordingly, the Waiver Resolution seeks to waive the requirement under Rule 9of the City Code that the AB concert party must make a general cash offer to all the remaining

shareholders to acquire their shares if the Company were to buy back Ordinary Shares given that

the AB concert party will be holding in excess of 30% of the Ordinary Shares at the time and thevoting rights connected with that holding would be increased by the buy-back. In accordance with
the City Code, the Waiver Resolution is being proposed at the AGM and will be taken on a poll.
The AB concert party will not be entitled to vote on the resolution.

The Waiver, which is valid only for so long as the authority granted pursuant to resolution 10
remains in force, applies only in respect of increases in the percentage interests of the ABconcert party resulting from market purchases by the Company of its own shares and not in

respect of other increases in the holdings of the AB concert party. The Directors have no present

intention of exercising the authority sought at the AGM this year to make market purchases.
However, the authority provides the flexibility to do so for the duration of the authority.

If the Independent Shareholders do not approve the Waiver Resolution, but resolution 10 ispassed, the Directors will not make use of the authority to be granted under resolution 10 unlessarrangements can be put in place to ensure that the AB concert party's percentage interest in

Ordinary Shares will not increase as a result of any purchases by the Company of its own sharesor a further waiver is sought from the Panel in respect of such increases (and Independent
Shareholder approval is granted), since, based on the issued share capital of the Company andthe AB concert party's percentage interest in the Ordinary Shares as at the Latest PracticableDate, any purchases by the Company of its own shares from Shareholders other than the AB

6831665-108

concert party could result in the AB concert party having to make a mandatory offer to allshareholders under Rule 9 of the City Code.
Details of the AB concert party
The AB concert party’s current interests in and the percentages of the voting rights in the
Company attributable to such holdings are:
PersonNo. of Ordinary Shares%

2,300,000

5.435

3,000

0.007

The Trust

15,731,812

37.177

Total

18,034,812

42.619Andrew Brode
Diane BrodeIf the authority to be granted by resolution 10 were exercised in full, and assuming no disposals ofOrdinary Shares by members of the AB concert party and no issues of Ordinary Shares by theCompany in the meantime, the holdings of the AB concert party and the percentage of the voting
rights in the Company attributable to such holdings would be:
PersonNo. of Ordinary Shares%

2,300,000

6.039

3,000

0.008

The Trust

15,731,812

41.308

Total

18,034,812

47.355

Andrew Brode
Diane Brode

Following the repurchase of shares, members of the AB concert party will between thembe interested in shares carrying thirty per cent or more of the Company’s voting sharecapital, but will not hold shares carrying more than fifty per cent of such voting rights andfor so long as they continue to be treated as acting in concert any further increase in that
aggregate interest in shares will be subject to the provisions of Rule 9.
The AB concert party’s intentions

The AB concert party have confirmed to the Company that they are not proposing, following any
increase in their percentage shareholdings or voting rights as a result of a repurchase of Ordinary

Shares by the Company, to seek any change in either the composition of the Board, the generalnature and continuance of the Company's business, the strategic plans of the Company, thedeployment of the fixed assets of the Company, the maintenance of any existing trading facilities

for the relevant securities, or the continued employment of its employees and those of theCompany’s subsidiaries.
Andrew Brode

6831665-10

9

Shares by the Company, to seek any change in either the composition of the Board, the generalnature and continuance of the Company's business, the strategic plans of the Company, thedeployment of the fixed assets of the Company, the maintenance of any existing trading facilities

for the relevant securities, or the continued employment of its employees and those of theCompany’s subsidiaries.
Andrew Brode,
Andrew
Brode a chartered accountant, led the management buy-in of the Group in 1995 and its
flotation on AIM in 2003. As Executive Chairman, his primary role is to manage investor relations.
Andrew
Brode, a charteredaccountant,the managementbuy-inof theprivate
Group equity
in 1995
and its
He is a non-executive
directorof VitesseledMedia
plc and a directorof otherfinanced
6831665-10
9 his primary
flotationcompanies.
on AIM in 2003.
As March
Executive
Chairman,role is2,300,000
to manageinvestorshares
relations.
media
On 20
2012
the Trustee
transferred
Ordinaryto

He is a non-executive
directorwhoof VitesseMedia
plc anda directorof otherprivateequityfinanced
Andrew
Brode. Diane Brode,is Andrew
Brode'swife,
holds 3,000
shares,andis partof themedia
companies.
On the20 March2012 theasTrustee
2,300,000
Ordinaryto
AB concert
party, withsame address
Andrewtransferred
Brode. Andrew
Brode'saddressshares
is FAO:

Andrew
who
is Andrew
wife,
3,000St.
shares,is part Cross,of theAndrew Brode.
Brode, Diane
EuropaBrode,House,
Chiltern
Park,Brode's
Chiltern
Hill,holds
Chalfont
Peter,andGerrards
AB concert party, SL9with 9FG.
the same address as Andrew Brode. Andrew Brode's address is FAO:
Buckinghamshire,

Andrew Brode, Europa House, Chiltern Park, Chiltern Hill, Chalfont St. Peter, Gerrards Cross,The
Brode Life Interest
Settlement
Buckinghamshire,
SL9 9FG.
AndrewBrode
the sole
life tenant of the Trust and is entitled to request that the Trustee
The
Brode
Life isInterest
Settlementtransfers to him the Ordinary Shares held by it which otherwise are held for the beneficiaries of
Andrewis thesole
life tenantof theTrust
entitled
to request
Trusteethe Trust.Brode
The Trust
andTrustee's
addressis PO
Boxand48, isCanadaCourt,St Peterthat
PorttheGY1
3BQ,
transfers toThehim Trustee
the Ordinary
Sharesheld by itforwhich
otherwise areheld for inthethisbeneficiaries
Guernsey.
accepts
responsibility
the information
contained
document of
inthe Trust.
addressis PO Boxand
48,belief
CanadaCourt,St PeterPort
3BQ,
respectof Thethe Trust
Trust.and
To Trustee's
the best of
the knowledgeof theTrustee(who
hasGY1taken
all
Guernsey.
accepts
responsibility
for theinreasonable The
careTrustee
to ensurethat suchis the case),
the information
information contained
contained inin thisthis document
document inrespectof thethe Trust
Trust.isTobest of theanddoesbeliefnotof omitthe Trustee
takentheallrespect ofin theaccordance
withknowledge
the facts andanything(wholikelyhas
to affect
reasonablecare
to ensure that such is the case), the information contained in this document inimport of suchinformation.
respect of the Trust is in accordance with the facts and does not omit anything likely to affect the
Directors'
Recommendations
importof suchinformation.
Resolutions
1 to 9Directors' Recommendations
The
Directors,
Resolutions
1 towho
9 have been so advised by Numis Securities, consider that resolutions 1
to 9 are fair and reasonable and in the best interests of the shareholders of the Company
The Directors,
whoas
have
been sobyadvice
Numis toSecurities,
considerthatSecurities
resolutions
andthe Company
a whole.
In advised
providingthe Directors,
Numis
has1

to
9 areaccountfair and of
reasonable
and in commercial
the best interestsof the shareholders
the Company
taken
the Directors’
assessment.
Accordingly,of the
Directors
andtheCompanyasawhole.
In
providingadvicetotheDirectors,
Numis
Securities
has
unanimously recommend that you vote in favour of resolutions 1 to 9 at the AGM, as theytaken accountof the of
Directors’
assessment.
Accordingly,
the Shares
Directors
intendto do in respect
their owncommercial
beneficial holdingsof 18,048,137
Ordinaryinunanimously
recommendapproximatelythat you vote 42.651
in favour
resolutions
1 to 9 at
the AGM,as theyaggregate,
representing
perof
cent
of the Ordinary
Sharescurrently
inintendissue. to do in respect of their own beneficial holdings of 18,048,137 Ordinary Shares inaggregate, representing approximately 42.651 per cent of the Ordinary Shares currently in
Independent Directors' Recommendations
issue.
Resolutions
and 11 Recommendations
Independent10Directors'
Andrew
Brode
Resolutions
10 hasand not
11 taken part in any decision of the Board relating to any proposal to seek awaiver of Rule 9 from the Panel since it is his potential shareholdings (and those of the AB
Andrew
Brode which
has not
part in ofanydecision
themembers
Board relating
proposalseekaconcert party)
aretaken
the subject
thewaiver.ofNoof the toABanyconcertpartytoareable

waiver9 from Resolution.
the Panel since
it is his potential
shareholdings(and thoseof willthe notAB
tovote ofonRulethe Waiver
Additionally,
Andrew Brode
has confirmedthat heconcert party)
which
are theof thewaiver.
Nothe
membersof theAB concert
party are able
participate
in anydecision
to subject
repurchaseshareswhile
regulatedauthority
is in place.

to vote on the Waiver Resolution. Additionally, Andrew Brode has confirmed that he will not
In addition,
Independent
Directors,
who while
havethebeen
so advisedby isNumis
Securities,
participate
in theany decision
to repurchasesharesregulatedauthority
in place.
consider that the obtaining of authority for the Company to purchase its own OrdinaryInaddition,
the approval
Independent
Directors,
sorequirementadvised by for
Numis
Securities,
Sharesand theof thewaiver bywho
the have
Panelbeenof anythe AB
concertconsiderthat theobtainingfor theCompany
its own
Ordinary
party
to makea generalofferoftoauthority
shareholders
underRule 9toof purchase
the City Code,
where
such
Sharesandtheapprovalofthewaiver
by
the
Panel
of
any
requirement
for
the
AB
concertobligation would otherwise arise as a result of exercise by the Board of the Proposed Buy

party to make a general offer to shareholders under Rule 9 of the City Code, where suchobligation would otherwise arise as a result of exercise by the Board of the Proposed Buy
6831665-1010to vote on the Waiver Resolution. Additionally, Andrew Brode has confirmed that he will notparticipate in any decision to repurchase shares while the regulated authority is in place.

In addition, the Independent Directors, who have been so advised by Numis Securities,
consider that the obtaining of authority for the Company to purchase its own Ordinary
Shares and the approval of the waiver by the Panel of any requirement for the AB concert

party
make a being
generalsought,
offer toare
shareholders
under Ruleand
9 ofinthe
Code,whereofsuch
Back toAuthority
fair and reasonable
theCity
best
interests
theobligation
would
otherwise arise
result of exercise
by theInBoardof the Proposed
Independent
Shareholders
and asthea Company
as a whole.
providingadvice to Buy
theBack
Authority
being sought,
are fair andandofinthe
theIndependent
best interestsof theIndependent
Directors,
Numis Securities
hasreasonabletaken accountDirectors’
Independent Shareholders
the Company
a whole. In providing
to thecommercial
assessment. andAccordingly,
the asIndependent
Directors advice
unanimously

Independent
Directors,
Numis
Securities
has
account
recommend thatyou vote
in favourof resolutions
and 11 ofat thethe Independent
AGM as theyDirectors’
intend to
6831665-10
10 taken10

commercial
Accordingly,
the ofIndependent
Directors
unanimously
do in respect assessment.
of their own beneficial
holdings
13,325 Ordinary
Shares inaggregate,
recommend
you vote in0.0315
favourperof cent
resolutions
10 and 11
at thecurrently
AGM as intheyintend torepresentingthat
approximatelyof the Ordinary
Sharesissue.
do in respect of their own beneficial holdings of 13,325 Ordinary Shares in aggregate,Yoursfaithfullyapproximately 0.0315 per cent of the Ordinary Shares currently in issue.
representing
Yours faithfully
David Shrimpton

Senior Non-Executive Director
David Shrimpton
Senior Non-Executive Director

6831665-10

11

PART II
ADDITIONAL INFORMATION
1.

Principal Activities of the GroupThe Company’s principal activity is the business of holding investments in trading
subsidiaries, with a view to earning a profit to be distributed to shareholders.

The

principal activities of subsidiary undertakings are intellectual property support services(patent translations and technical searches) for the pharmaceutical, chemical, medical,
telecoms, aerospace, defence and automotive industries.

The Group also provides

specialist technical, legal and financial translation services to a number of areas ofindustry outside the patent arena.
2.

Interests and Dealings

2.1

Directors
2.1.1

At the close of business on the Latest Practicable Date the interests of the

Directors, their immediate families and persons connected with them (within themeaning of Part 22 of the Act) in the issued Ordinary Share capital of theCompany (all of which are beneficial unless stated otherwise) are as follows:
Director

No. of Ordinary Shares

Percentage of issued

Andrew Brode

18,034,812

42.619Elisabeth Lucas

10,0000.024

Peter Mountford

3,325

0.008

Total

18,048,137

42.6512.1.1.1

share capital

The Ordinary Shares noted above in respect of Andrew Brode arecomprised of 15,731,812 shares held by the Trust in which Andrew
Brode has a beneficial interest, 3,000 shares held by Diane Brode(the wife of Andrew Brode), and 2,300,000 shares held directly byAndrew Brode.
2.1.1.2

6831665-10

Peter Mountford's Ordinary Shares are held by BarclayshareNominees Limited, as nominee for Peter Mountford.

122.1.2The maximum percentage shareholdings in which each Director will beinterested in the event that the Board exercises the Proposed Buy-Back
Authority in its entirety (assuming no disposal by them and no issues of sharesby the Company) will be:
Director

No. of Ordinary Shares

Percentage of issued

Andrew Brode

18,034,812

47.355

Elisabeth Lucas

10,0000.026

Peter Mountford

3,325

0.009

Total

18,048,137

47.3902.1.2.1

share capital

The Ordinary Shares in respect of Andrew Brode constitute15,731,812 shares held by the Trust in which Andrew Brode has abeneficial interest,

3,000 shares held by Diane Brode and2,300,000 shares held directly by Andrew Brode.
2.1.2.2

2.1.2.3

2.2Peter Mountford's Ordinary Shares are held by BarclayshareNominees Limited as nominee for Peter Mountford.

On 20 March 2012 the Trustee transferred 2,300,000 Ordinary

shares to Andrew Brode.

The Trust
The Trustee is the legal owner of the Trust's property (being the Ordinary Shares held on

behalf of the Trust's beneficiaries). The Trustee is a corporate trustee, which may holdinterests in the Company on behalf of other shareholders of the type detailed inparagraph 2.3 below. Andrew Brode is entitled to request that the Trustee transfers to
him the Ordinary Shares held by it, which otherwise are held for the beneficiaries of theTrust.

2.3

GeneralSave as disclosed above in this paragraph 2 (and the transfer of 2,300,000 Ordinary

Shares on 20 March 2012 from the Trustee to Andrew Brode), as at the close of businesson the Latest Practicable Date:
2.3.1

no member of the AB concert party or anyone acting in concert with it or any

person with whom the AB concert party has an arrangement of the kind referred
to in Note 11 of the definition of acting in concert (as such meaning is attributedin the City Code)

had any interests, rights to subscribe or short positions(whether conditional or absolute and whether in the money or otherwise),6831665-1013

including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or takedelivery in any Relevant Securities;
2.3.2

no member of the AB concert party or anyone acting in concert with it or any

person with whom the AB concert party has an arrangement of the kind referred
to in Note 11 of the definition of acting in concert (as such meaning is attributedin the City Code) had any dealings (including borrowing or lending) in Relevant

Securities which took place during the period beginning 12 months preceding
the date of this document and ending on the Latest Practicable Date;
2.3.3

none of the Directors, their immediate families, persons connected with them(within the meaning of Part 22 of the Act and related regulations) or any person
acting in concert with them had any interests, rights to subscribe or shortpositions (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchase or
take delivery in any Relevant Securities;
2.3.4

none of the Directors, their immediate families, persons connected with them(within the meaning of Part 22 of the Act and related regulations) or any person

acting in concert with them had any dealings (including borrowing or lending) in

Relevant Securities which took place during the period beginning 12 months
preceding the date of this document and ending on the Latest Practicable Date;
2.3.5

no person acting in concert with the Company nor any person with whom theCompany or any person acting in concert with the Company had anarrangement of the kind referred to in Note 11 of the definition of acting inconcert (as such meaning is attributed in the City Code) no pension fund or
employee benefit trust of the Company, nor any member of the AB concert
party had any interests, rights to subscribe or short positions (whether

conditional or absolute and whether in the money or otherwise), including any

short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery in any
Relevant Securities;
2.3.6

no person acting in concert with the Company nor any person with whom theCompany or any person acting in concert with the Company had anarrangement of the kind referred to in Note 11 of the definition of acting inconcert (as such meaning is attributed in the City Code) no pension fund or

employee benefit trust of the Company, nor any member of the AB concert
party had any dealings (including borrowing or lending) in Relevant Securities
which took place during the period beginning 12 months preceding the date ofthis document and ending on the Latest Practicable Date;

6831665-10

14

2.3.7

no Connected adviser to the Company nor any person controlling, controlled byor under the same control as such connected adviser (except for an exempt

principal trader or exempt fund manager) had any interest in or right tosubscribe for, or had any short position in relation to, any Relevant Securities;
and
2.3.8

no Relevant Securities had been borrowed or lent by the AB concert party or by

any person acting in concert with it or by the Company, the directors of theCompany or by any persons acting in concert with the Company.

In this paragraph 2 references to:"Acting in concert" has the meaning given to it in the City Code;"Arrangement" includes any indemnity or option arrangements, and any agreement or

understanding, formal or informal, of whatever nature, relating to Relevant Securities
which may be an inducement to deal or refrain from dealing;"Connected adviser" has the meaning given to it in the City Code;"control" means an interest, or interests, in shares carrying in aggregate 30% or more of

the voting rights (as defined below) of a company, irrespective of whether such interest orinterests give de facto control;"Dealing" or "dealt" includes the following:(i)the acquisition or disposal of Relevant Securities, of the right (whether conditionalor absolute) to exercise or direct the exercise of voting rights attached toRelevant Securities, or of general control of Relevant Securities;(ii)

the taking, granting, acquisition, disposal, entering into, closing out, termination,

exercise (by either party) or variation of an option (including a traded option
contract) in respect of any Relevant Securities;(iii)

subscribing or agreeing to subscribe for Relevant Securities;(iv)

the exercise of conversion of any Relevant Securities carrying conversion or(v)

the acquisition of, disposal of, entering into, closing out, exercise (by either party)

subscription rights;

of any rights under, or variation of, a derivative referenced, directly or indirectly,
to Relevant Securities;(vi)

entering into, terminating or varying the terms of any agreement to purchase or(vii)

any other action resulting, or which may result, in an increase or decrease in thesell Relevant Securities; ornumber of Relevant Securities in which a person is interested or in respect ofwhich he has a short position;

6831665-10

15

"Derivative" includes any financial product whose value in whole or in part is determined

directly or indirectly by reference to the price of an underlying security but which does notinclude the possibility of delivery of such underlying security;"Exempt principal trader" or "exempt fund manager" has the meaning attributed to it in

the City Code;being “interested” in Relevant Securities includes where a person:(i)owns Relevant Securities;(ii)

has the right (whether conditional or absolute) to exercise or direct the exerciseof the voting rights attaching to Relevant Securities or has general control of
them;

(iii)

by virtue of any agreement to purchase, option or derivative, has the right or

option to acquire Relevant Securities or call for their delivery or is under anobligation to take delivery of them, whether the right, option or obligation isconditional or absolute and whether it is in the money or otherwise; or(iv)

is party to any derivative whose value is determined by reference to its price andwhich results, or may result, in his having a long position in it;"Relevant Securities" means relevant securities of the Company, as defined in the City

Code;

"Short position" means any short position (whether conditional or absolute and whether

in the money or otherwise) including any short position under a derivative, any agreement
to sell or any delivery obligation or right to require another person to purchase or takedelivery; and"Voting rights" except for the purpose of Rule 11 of the City Code, voting rights means

all the voting rights attributable to the capital of a company which are currently
exercisable at a general meeting.
3.

Directors' Service Agreements
Directors' contracts

3.1

The executive directors have written service contracts as follows:
Director

Date of Service

Notice Period

Andrew Brode

30 October 2003

6 months

236,178

Reinhard

20 December 2011

6 months

274,853

Ottway6831665-10

Contract

16

Salary perannum (£)

3.

Directors' Service Agreements
Directors' contracts

3.1

The executive directors have written service contracts as follows:
Director

Date of ServiceofService
Contract

Notice Period

Salary perannum (£)

Andrew Brode
Richard30November
October 2003
1
2012

6 months

236,178
200,000

20 December 2011

6 months

274,853

Thompson
Reinhard
OttwayperMichael McCarthy resigned as Finance Director and Company Secretary of the Group on
31 December 2012.

6831665-10
Richard Thompson was appointed a16director on 28 November 2012 and will be Chief

Financial Officer and Company Secretary of the Group with effect from 1 January 2013.

The written service contracts for Reinhard Ottway and Richard Thompson provide for a
performance related annual bonus and other customary benefits, such as holidays andhealth benefits, sickness benefit and pensions. Further detail in relation to the directors

service agreements are set out in page 12 of the Annual Report and Financial
Statements which accompany the Notice.

In the event of early termination, the executive directors' service contracts provide forcompensation in respect of salary and benefits for the notice period.
Non-executive director arrangement
3.2

3.3

The non-executive directors do not have service contracts. Their remuneration is a basefee as follows:
Director

Date of letter of

Notice Period

Director's FeesDavid Shrimpton

1 January 2010

30 days£35,000

Peter Mountford

10 October 2003

30 days£35,000

Elisabeth Lucas

1 January 201230 days£45,000

appointment

The three non-executive directors are appointed until their appointments with theCompany are terminated by either party giving not less than 30 days notice in writing tothe other (unless certain circumstances prevail, e.g. bankruptcy of the non-executive

director, in which event the appointments of the non-executive directors may beterminated by the Company immediately without notice).
New Agreements and Amendments
3.4

The executive directors salaries stated in paragraph 3.1 are current salaries. There has

been no change to Andrew Brode's salary in the last six months, but Reinhard Ottway's
salary increased on 1 October 2012 from £260,000 to £274,853. There has been nochange to Richard Thompson's salary since his appointment.

6831665-10

17

4.

Financial Information

4.1

Since the last audited financial statements of the Company for the year ended 30
September 2011, the Company released a trading update dated 10 April 2012 (the "HalfYear Trading Update"), a half year report for the six months to 31 March 2012 (the "HalfYear Report"), a year end trading statement for the year ended 30 September 2012 (the"Year End Trading Statement") and preliminary results for the year ended 30

September 2012 (the "Preliminary Results"), (the Half Year Trading Update, the Half

Year Report, the Year End Trading Statement and the Preliminary Results, together the"Trading Updates"). The Trading Updates are available on the Company's website atwww.rws.com/EN/Company/Investors-menu.html
4.2

There has been no known significant change in the financial or trading position of theCompany subsequent to the publication of the last audited financial statements of theCompany for the year ended 30 September 2012.

4.3

Total revenue of the Group for the period ended 30 September 2012 was £68.8m (2011:

4.4

For the period ended 30 September 2012, the reported profit before tax for the Group

4.5

The net assets of the Group shown in the audited accounts for the period ended 30

4.6

In accordance with Rules 24.3(a) of the City Code, the following financial information£65.4m).

was £16.6m (2011: £15.6m).

September 2012 were £63.2m (2011: £58.1m).

contained in the Annual Reports and Financial Statements of the Company isincorporated by reference into this document.
Statements

areavailable

onthe

The Annual Reports and Financial
Company's

websitewww.rws.com/EN/Company/Investors-menu.html at the following addresses:
4.6.1

4.6.2

4.6.3

4.6.4

4.6.5

4.6.6

6831665-10

2009 Interim Report at

http://www.rws.com/lang_english/pdf/2009_Interim_Report.pdf
2009 Annual Report at

http://www.rws.com/lang_english/pdf/2009_Annual_Report.pdf
2010 Interim Report at

http://www.rws.com/lang_english/pdf/2010_Interim_Report.pdf
2010 Annual Report at

http://www.rws.com/lang_english/pdf/2010_Annual_Report.pdf
2011 Interim Report at

http://www.rws.com/lang_english/pdf/2011_Interim_Report.pdf
2011 Annual Report at

http://www.rws.com/lang_english/pdf/2011_Annual_Report.pdf

18at4.6.72012 Interim Report at

http://www.rws.com/lang_english/pdf/2012_Interim_Report.pdf

4.7

Document Reference: Annual Report and
City

Code

Financial Statements

Financial

Information

24.3
(a)

Period ending

Period ending

Period ending

2012

2011

2010

30 September

30 September

30 September(i)TurnoverPage 18

Page 16

Page 14(i)

Net profit before tax

Page 18

Page 16

Page 14(i)

Net loss before tax

N/A

N/A

N/A

(i)

Net profit after tax

Page 18

Page 16

Page 14(i)

Net loss after tax

N/A

N/A

N/A

(i)

Charge for tax

Page 18

Page 16

Page 14(i)

Extraordinary items

Page 28

Page 26

Page 25(i)

Minority interests

N/A

N/A

Pages 15 and(i)Amount absorbed by
dividends

Pages 20 and

31

Pages 18 andPages 16 and(i)

Earnings andPages 18 andPages 16,

Pages

(ii)

Statement of assets

Page 19

Page 17

Page 15(iii)

Cash flow statement

Page 21

Page 19

Page 17(vii)

Significant accounting

Pages 22 to 25

Pages 20 to 23

Pages 18 to 22

6831665-10

dividends per shareand liabilities

policies

31

19

16

28

and 2928

27

and 28

14,

27

4.8

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

4.9

There has been no change in accounting policies which has led to figures being

4.10

Except as set forth above, no other portion of these documents is incorporated byincomparable to any material extent.

reference into this document.

The information incorporated by reference into this document will only be provided in

hard-copy on request. Such requests should be made by either writing to the Company

Secretary at Europa House, Chiltern Park, Chiltern Hill, Chalfont St. Peter, Gerrards
Cross, Buckinghamshire, SL9 9FG or contacting the Company Secretary by telephoning
01753 480200.
5.

Middle Market Quotations

5.1

The following table sets out the middle market quotations for an Ordinary Share, as

derived from the Daily Official List of London Stock Exchange Plc for the first business
day of each of the six months immediately preceding the date of this document and for
the Latest Practicable Date:
Date

Price per Ordinary

Share
1 August 2012

470p

3 September 2012

517.5p1 October 2012

537.75p

1 November 2012

573.25p

3 December 2012

602.25p

2 January 2013

630p

7 January 2013

625p

6.

Material Contracts

6.1

During the period of two years preceding the date of this document, the Company and its

subsidiaries have entered into the following material contracts otherwise than in theordinary course of business:

6.1.1

On 11 October 2011, RWS (Overseas) Limited acquired an initial one-thirdinterest in inovia Holdings Pty Limited, a leading provider of web-based
international patent filing solutions, and entered into an agreement to acquire

the remaining share capital, for a maximum aggregate price of US$ 31.2

6831665-10

20

million. The total cash consideration comprises an initial payment of US$ 5.8

million and deferred consideration for the remaining two-thirds of the issued

share capital, which will be calculated according to an agreed earnout formulaand payable in September 2013. The deferred consideration is capped at a
maximum of US$ 25.4 million, which will become due if revenues of not lessthan US$ 29 million and adjusted EBITDA of not less than US$ 5.4 million aredelivered by the business for the year ended 30 June 2013. The detail of thisacquisition is set out in note 13 of the 2012 Annual Report;

6.1.2

On 31 May 2012, RWS Information Limited acquired the whole of the issued

share capital of Davda & Associates Limited, whose principal activity is theprovision of patent and technical searches, for a net cash consideration of £2.5

million of which £100,000 is contingent. The detail of this acquisition is set out
in note 21 of the 2012 Annual Report.

7.

General

7.1

Numis Securities has given and has not withdrawn its written consent to the issue of thisdocument with the inclusion herein of the references to its name and its advice to the
Independent Directors in the form and context in which they are included.

7.2

No

agreement,

arrangement

orunderstanding(including

anycompensation

arrangement) exists between the AB concert party, Directors, recent directors,

shareholders or recent shareholders in the Company having any connection with ordependence upon the proposals set out in this document.

7.3

No agreement, arrangement or understanding exists whereby the Ordinary Shares heldby the AB concert party will be transferred to any other party.

All Ordinary Sharesacquired by the Company will, in accordance with the Act, be cancelled and the issued

share capital of the Company will be reduced by the nominal amount of the Ordinary
Shares so purchased (unless the Board take advantage of the treasury share regime asdetailed above).
7.4

The Directors' intentions regarding the continuance of the Company's business and its

intentions regarding the continued employment of its employees and those of its

subsidiaries will not be altered on completion of any proposed purchase by the Companyof its Ordinary Shares.
7.5

The AB concert party has not entered into or reached an advanced stage of discussionsin proposals to enter into any form of incentivisation arrangements with members of theCompany's management who are interested in Ordinary Shares.

7.6

This document is being made available to all shareholders on the register of members of

8.

Documents Available for Inspection

the Company at close of business on the Latest Practicable Date.

6831665-1021

in proposals to enter into any form of incentivisation arrangements with members of theCompany's management who are interested in Ordinary Shares.
7.6

8.

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

Documents
Inspection
Copiesof theAvailable
following for
documents
will be made available for inspection at the offices of

the Company during usual business hours on any weekday (Saturdays, Sundays andCopiesholidaysof the following
documents
will befor inspection
thedateofficesofpublicexcepted)from the dateof madepostingavailableof this document
up toattheof thethe Company
usual
hours
on any forweekday(Saturdays,
AnnualGeneralduring
Meetingandbusinessat the placeof meeting
15 minutes
prior to Sundays
the AGM andandpublicholidays
excepted)
from
the
date
of
postingof
thisdocument
up
to
the
date
of
the
during the AGM:

Annual General Meeting and at the place
6831665-10
21 of meeting for 15 minutes prior to the AGM and(a)theAGM:
memorandum and articles of association of the Company;
during the(b)(a)

the memorandum
consent letter andfromarticles
Numis of
Securities
referredin paragraph 7.1 above;the
associationof thetoCompany;

(c)
(b)

material
contracts
enteredinto Securities
by the Company
its subsidiaries,
other thanthe consent
letter from
Numis
referredand/or
to in paragraph
7.1 above;in the ordinary course of business, during the period of two years preceding thematerial
contracts
entereddateof thisdocument;
and into by the Company and/or its subsidiaries, other than

(c)
(d)

in the ordinary course of business, during the period of two years preceding thethe Noticethis document.
dateof thisanddocument;
andCopies theof thedocuments(a), (b) and (d) set out above will also be available at the(d)Noticeand this document.
Company's website at www.rws.com/EN/Company/Investors-menu.html.
Copies of the documents (a), (b) and (d) set out above will also be available at theCompany's website at www.rws.com/EN/Company/Investors-menu.html.

6831665-10

22

RWS HOLDINGS plc(the "Company")(Company Number: 3002645)
NOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of the Company will beheld at the offices of Olswang, 90 High Holborn, London WC1V 6XX, on 11 February 2013,

commencing at 11.00 a.m. for the following purposes:

Ordinary BusinessTo consider and, if thought fit, pass the following ordinary resolutions:1.

To receive and adopt the Company’s annual accounts for the financial year ended 30

September 2012, together with the last report of the Directors, the last Directors'
remuneration report and the Auditors' report.

2.

To approve the Directors' remuneration report for the year ended 30 September 2012.

3.

To declare the final dividend for the year ended 30 September 2012 of 13.48 pence per

ordinary share payable to shareholders on the register at the close of business on 25
January 2013.

4.

To reappoint the following Director who retires by rotation: Mrs Elisabeth A Lucas.

5.

To reappoint the following Director who retires by rotation: Mr David E Shrimpton..

6.

To reappoint Mr Richard J Thompson as a Director who, having been appointed a Director

by the Directors since the last Annual General Meeting, would in accordance with theCompany’s articles of association vacate office at the conclusion of this meeting unlessreappointed.

7.

To reappoint BDO LLP as Auditors to hold office from the conclusion of this meeting until
the conclusion of the next Annual General Meeting of the Company at which accounts arelaid before the Company and to authorise the Directors to determine the Auditors’
remuneration.
Special Business
8.

THAT:

8.1

the Directors be generally and unconditionally authorised 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,shares in the Company ("Rights") up to an aggregate nominal amount of £705,266;

6831665-10

23

8.2

this authority shall expire (unless previously revoked, varied or renewed by the Company)on the earlier of 10 May 2014 or the conclusion of the Annual General Meeting of theCompany in 2014;8.3

the Company may make an offer or agreement before this authority expires which wouldor 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 this authority has expired; and8.4

all previous authorities to allot shares or grant Rights, to the extent unused, shall be
revoked.

To consider and, if thought fit, pass the following special resolutions:
9.

THAT:

9.1

subject to the passing of resolution 8, 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 under the authority conferred by resolution 8, as if section 561 of the 2006 Act

did not apply to the allotment and this power shall be limited to the allotment of equity
securities up to an aggregate nominal amount of £211,579;
9.2

this power shall cease to have effect on the earlier of 10 May 2014 or the conclusion of

the Annual General Meeting of the Company in 2014 but during this period the Company

may make an offer or agreement which would or might require equity securities to be
allotted after this authority expires and the Directors may allot equity securities inpursuance of that offer or agreement notwithstanding that the authority has expired; and9.3

this power applies in relation to a sale of shares which is an allotment of equity securities

by virtue of section 560(2)(b) of the 2006 Act as if the words "under the authority
conferred by resolution 8" were omitted from paragraph 9.1 of this resolution 9.

10.

THAT, the Company be, and it is hereby, generally and unconditionally authorised for the

purpose of sections 693 and 701 of the Companies Act 2006 to make one or more market

purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary
shares of 5 pence each in the capital of the Company upon such terms and in suchmanner as the directors of the Company shall determine, provided that:
10.1

the maximum aggregate number of ordinary shares authorised to be purchased is4,231,597 (representing 10% of the issued share capital of the Company as at 10

January 2013);
10.2

the minimum price which may be paid for such ordinary shares is £0.05 per share

10.3

the maximum price (exclusive of expenses) which may be paid for an ordinary share(exclusive of expenses);cannot be more than an amount equal to 105 per cent of the average of the closing
middle market price for an ordinary share as derived from the AIM appendix to the6831665-10

24

London Stock Exchange's Daily Official List for the five business days immediately prior

to the day the purchase is made;10.4

unless previously renewed, varied or revoked, the authority hereby conferred shall expire

10.5

the Company may make a contract or contracts to purchase ordinary shares under thison the conclusion of the Annual General Meeting of the Company in 2014; andauthority 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 a purchase of ordinary shares inpursuance of any such contract or contracts.
10.6

11.

To consider and, if thought fit, pass the following ordinary resolution (which will be taken

on a poll which only independent shareholders are entitled to vote):

To resolve that the waiver by the Panel on Takeovers and Mergers, described in thecircular accompanying the notice of this meeting, of any requirement under Rule 9 of theCity Code on Takeovers and Mergers for Andrew Brode, Diane Brode and RBC Trustees(Guernsey) Limited (together, the "AB concert party") or any of them to make a generaloffer to the shareholders of the Company as a result of any market purchase of ordinary

shares by the Company pursuant to the authority sought pursuant to resolution 10 set out

in the notice of this meeting be and is hereby approved such that if the authority to be

granted by resolution 10 were exercised in full, no disposals of ordinary shares by any
member of the AB concert party took place and no options or rights were exercised or

taken up and no issues of ordinary shares made, the aggregate holding of the AB concert
party would represent 47.4 per cent of the issued ordinary shares (excluding for thispurpose any ordinary shares held as treasury shares).

By Order of the BoardR J Thompson
Secretary
Dated: 11 January 2013
Registered office:Europa House, Chiltern Park, Chiltern Hill, Chalfont St Peter, Buckinghamshire, SL9 9FG

6831665-10

25

NOTICE OF ANNUAL GENERAL MEETING – NOTES
1.

Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf
at the meeting. A shareholder of the Company may appoint more than one proxy in relation to the Annual General
Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by thatshareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make suchappointment and give proxy instructions accompanies this notice ("Proxy Form"). If you do not have a Proxy Form andbelieve that you should have one, please contact the Company Secretary by telephoning 01753 480200.

2.

You may if you wish appoint more than one proxy, but each proxy must be appointed in respect of a specified number ofshares within your holding. If you wish to do this, each proxy must be appointed on a separate Proxy Form. Additional
Proxy Forms may be obtained from the Company Secretary by telephoning 01753 480200. Alternatively you may
photocopy the enclosed Proxy Form the required number of times before completing it. When appointing more than one
proxy you must indicate the number of shares in respect of which the proxy is appointed.

3.

To be effective, the instrument appointing a proxy and any authority under which it is executed (or a notarially certified
copy of such authority) must be deposited with the Company's registrar, Capita Registrars ("Registrar"), PXS 34
Beckenham Road, Beckenham, Kent BR3 4TU no later than 11.00 a.m. on 7 February 2013 (being not less than 48 hours
before the time for holding the meeting, discounting any day that is not a working day). The return of a completed Proxy
Form or other such instrument will not prevent a shareholder attending the Annual General Meeting and voting in person if
he/she wishes to do so.

4.

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf allof its powers as a member provided that they do not do so in relation to the same shares.

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 the mostsenior).

6.

The Company's shareholders will be asked to approve the remuneration report set out on pages 10 and 11 in the
Company's Annual Report at the Annual General Meeting and resolution 2 is drafted accordingly.

7.

An interim dividend of 4.02 pence per ordinary share was paid on 20 July 2012. At the forthcoming general meeting it will
be proposed that a final dividend of 13.48 pence per ordinary share in issue as at 25 January 2013 be declared in favourof those shareholders appearing on the Register of Members as at the close of business on that date. The shares will
become ex dividend on 23 January 2013 and the dividend will be paid on 22 February 2013.

8.

In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, to be entitled to attend and vote at theAnnual General Meeting (and for the purpose of the determination by the Company of the votes they may cast),
Shareholders must be registered in the Register of Members of the Company at 6.00 p.m. on 7 February 2013 (or, in theevent of any adjournment, 6.00 p.m. on the date which is 48 hours before the time of the adjourned meeting, discounting
any day that is not a working day). Changes to the Register of Members after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.

9.

As at 10 January 2013 (being the last business day prior to the publication of this Notice) the Company’s issued sharecapital consists of 42,315,968 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company
as at 10 January 2013 are 42,315,968.

10. Except as provided above, members who wish to communicate with the Company in relation to the AGM should do sousing the following means: (1) by writing to the Company Secretary at Europa House, Chiltern Park, Chiltern Hill, Chalfont
St. Peter, Gerrards Cross, Buckinghamshire, SL9 9FG; or (2) by writing to the Registrar, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. No other methods of communication will be accepted. In particular you may not use any
electronic address provided either in this Notice of AGM or in any related documents (including the Proxy Form).

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