notice of 2018 -...

ANNUAL GENERAL MEETING

NOTICE OF

2018

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EQUINITI GROUP PLC

(INCORPORATED IN ENGLAND AND WALES WITH REGISTERED NO. 07090427)

Dear Shareholder

Annual General Meeting 2018I am pleased to write to you with the details of this year’s Annual General Meeting (AGM) which is to be held at 11.00 a.m. on 3 May 2018 at the offices of Weil, Gotshal & Manges (London) LLP at 110 Fetter Lane, London, EC4A 1AY. In addition, we are also enabling shareholders to attend the meeting electronically if you cannot attend in person. Further information on how to join the meeting electronically can be found on page 10.

ResolutionsExplanatory notes for all of the resolutions can be found on pages 7 to 9. Voting on all resolutions will be by way of a poll. A copy of the Annual Report and Accounts of Equiniti Group plc (the Company) for the year ended 31 December 2017 is enclosed if you have requested a hard copy. Otherwise, a copy is available on the Company’s website, http://investors.equiniti.com/investors, should you wish to view it online.

Final dividendThe Board proposes a final dividend of 2.73 pence per ordinary share for the year ended 31 December 2017. If approved, the recommended final dividend will be paid on 17 May 2018 to all shareholders who are on the register of members at the close of business on 13 April 2018.

RecommendationYour Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings.

Action to be takenEnclosed with this Notice is a Form of Proxy (Proxy) for the proposed resolutions. Please sign and return the Proxy in accordance with the directions on it, or by using the electronic methods detailed in note 8 of the notes to this Notice, as soon as possible. In any event, the Proxy must be received not less than 48 hours before the time appointed for the AGM (by 11.00 a.m. on 1 May 2018). Completion and return of the Proxy will not prevent you from attending the AGM and voting in person should you wish to do so. If you are planning to attend the AGM in person, please bring your attendance card with you. The card is attached to the enclosed Proxy. For the first time, you can also attend the AGM electronically in real time. Details of how to do this can be found in note 5 on page 5 and by reading the additional information section on page 10.

The results of the AGM will be announced through a Regulatory Information Service and on the Company website, http://investors.equiniti.com/investors, as soon as possible once known.

Yours faithfully

Philip Yea Chairman

If you are in any doubt as to the action you should take, you are recommended to seek your own professional advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriate adviser.If you have sold or otherwise transferred all of your ordinary shares in Equiniti Group plc (the Company or Equiniti), please forward this document and the accompanying document(s) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

7 March 2018

Registered Office: Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH Registered in England and Wales No. 07090427

Notice of 2018 Annual G

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NOTICE IS HEREBY GIVEN THAT the third Annual General Meeting of the Company will be held at 11.00 a.m. on 3 May 2018, both physically at the offices of Weil, Gotshal & Manges (London) LLP at 110 Fetter Lane, London, EC4A 1AY and electronically in accordance with the additional information provided on page 10, to consider and, if deemed fit, to pass Resolutions 1 to 13 and 16 as Ordinary Resolutions and Resolutions 14, 15 and 17 as Special Resolutions:

ORDINARY RESOLUTIONS1. To receive and adopt the Annual Report and Accounts of the

Company for the year ended 31 December 2017 (the 2017 Annual Report).

2. To approve the Directors’ Remuneration Report for the financial year ended 31 December 2017, excluding the Directors’ Remuneration Policy set out on pages 118 to 124 of the Directors’ Remuneration Report within the 2017 Annual Report.

3. To approve the recommendation of the Directors that a final dividend of 2.73 pence per ordinary share be declared in respect of the year ended 31 December 2017.

4. To reappoint Alison Burns as a Director.

5. To reappoint Sally-Ann Hibberd as a Director.

6. To reappoint Dr Timothy Miller as a Director.

7. To reappoint Darren Pope as a Director.

8. To reappoint John Stier as a Director.

9. To reappoint Guy Wakeley as a Director.

10. To reappoint Philip Yea as a Director.

11. To reappoint PricewaterhouseCoopers LLP as auditors of the Company, in accordance with Section 489 of the Companies Act 2006 (the 2006 Act), until the conclusion of the next AGM of the Company.

12. To authorise the Audit Committee of the Board to determine the remuneration of the Auditor.

13. THAT the Directors be generally and unconditionally authorised to allot equity shares (as defined in the 2006 Act) in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

a. up to a nominal amount of £121,489.67 (such amount to be reduced by the nominal amount of any equity securities allotted under paragraph (b) below, in excess of £121,489.67); and

b. comprising equity securities up to a nominal amount of £242,979.34 (such amount to be reduced by any shares and rights to subscribe for or convert any security into shares allotted under paragraph (a) above) in connection with an offer by way of a rights issue:

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise considers necessary;

and so that the Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of the Annual General Meeting of the Company in 2019 (or, if earlier, until the close of business on 3 August 2019) but, in each case, so that the Company may make offers and enter into agreements during this period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends; and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS:14. THAT, conditional on the approval of Resolution 13 above,

the Board be given the power to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, free of the restriction in Section 561 of the 2006 Act, and such power to be limited:

a. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of or invitation to apply for equity securities (but in the case of the authority granted under paragraph (b) of Resolution 13, by way of a rights issue only):

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary;

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

b. in the case of the authority granted under paragraph (a) of Resolution 13 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities up to a nominal amount of £18,223.45

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EQUINITI GROUP PLC


such power to apply until the conclusion of the Annual General Meeting of the Company in 2019 (or, if earlier, until the close of business on 3 August 2019), but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends; and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

15. That the Company be authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of the ordinary shares of 0.1 pence each of the Company (the Ordinary Shares), provided that:

a. the maximum number of Ordinary Shares hereby authorised to be purchased shall be 36,446,900;

b. the minimum price which may be paid for Ordinary Shares is 0.1 pence per share;

c. the maximum price (exclusive of expenses) which may be paid for Ordinary Shares is the highest of:

i. an amount equal to 105% of the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which such ordinary share is purchased; and

ii. the higher of the price of the last independent trade and the highest independent bid on the trading venues where the purchase is carried out;

d. the authority hereby conferred shall expire at the earlier of the conclusion of the Annual General Meeting of the Company in 2019 and 3 August 2019 unless such authority is renewed prior to such time; and

e. the Company may make contracts to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may purchase Ordinary Shares in pursuance of any such contracts, as if the authority conferred by this Resolution had not expired.

ORDINARY RESOLUTION16. THAT, in accordance with sections 366 and 367 of the 2006

Act, the Company and all companies that are subsidiaries of the Company, at the date on which this Resolution 16 is passed or during the period when this Resolution 16 has effect, be generally and unconditionally authorised to:

a. make political donations to political parties or independent election candidates not exceeding the amount of £50,000 in total;

b. make political donations to political organisations other than political parties not exceeding the amount of £50,000 in total; and

c. incur political expenditure not exceeding the amount of £50,000 in total (as such terms are defined in the 2006 Act) during the period beginning with the date of the passing of this Resolution 16 and ending at the end of the Company's next Annual General Meeting or, if earlier, on 3 August 2019 provided that the authorised sum referred to in paragraphs (a), (b) and (c) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution shall not exceed £150,000.

For the purposes of this Resolution 16, the terms "political donations", "political parties", "independent election candidates", "political organisation" and "political expenditure" have the meanings set out in Part 14 of the 2006 Act.

SPECIAL RESOLUTION:17. THAT a general meeting, other than an Annual General

Meeting, may be called on not less than 14 clear days’ notice.

RECOMMENDATIONYour Directors are of the opinion that the Resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and recommend you to vote in favour of them. Each Director will be doing so in respect of all of his or her own beneficial shareholding.

BY ORDER OF THE BOARDKathy Cong Company Secretary

7 March 2018

Registered Office: Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH Registered in England and Wales No. 07090427


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Notes to the Notice of Annual General MeetingENTITLEMENT TO ATTEND AND VOTE1. Only those shareholders registered on the Company's

register of members at 6.30 p.m. on 1 May 2018; or if this meeting is adjourned, at 6.30 p.m. on the day two business days prior to the adjourned meeting, shall be entitled to attend and vote at the meeting. 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.

WEBSITE GIVING INFORMATION REGARDING THE MEETING2. Information regarding the meeting, including the information

required by section 311A of the 2006 Act, can be found at http://investors.equiniti.com/investors.

ATTENDING IN PERSON3. The doors will open at 10.15 a.m. and you may wish to arrive

by 10.30 a.m. to enable you to take your seat in good time.

4. If you have any special needs or require wheelchair access to the Annual General Meeting (AGM) venue, please contact the Company Secretary at [email protected] in advance of the meeting.

ATTENDING ELECTRONICALLY5. To facilitate entry to the electronic meeting, shareholders

are requested to use their unique username and password shown on their attendance card to log into the AGM App on their electronic device (whether by smart phone, tablet or PC). For further information, please refer to page 10.

APPOINTMENT OF PROXIES6. Shareholders entitled to attend and vote at the AGM may

appoint one or more proxies (who need not be shareholders) to exercise all or any of their rights to attend, speak and vote on their behalf. More than one proxy may be appointed provided that each proxy is appointed to exercise rights attached to different shares. If you do not have a Form of Proxy and believe that you should have one, or if you require additional Forms of Proxy, please contact Equiniti Registrar's helpline on 0371 384 2030 (+44 121 415 7047 if calling from overseas) (Lines are open between 8.30am and 5.30pm Monday to Friday excluding public holidays in England & Wales). As an alternative to completing a hard copy Form of Proxy, proxies may be appointed electronically in accordance with note 8.

7. A copy of this Notice has been sent for information only to persons who have been nominated by a shareholder to enjoy information rights under section 146 of the 2006 Act (a Nominated Person). The rights to appoint a proxy cannot be exercised by a Nominated Person; they can only be exercised by a shareholder. However, a Nominated Person may have a right under an agreement with the shareholder by whom they were nominated to be appointed as a proxy for the AGM. If a Nominated Person does not have such a right or does not wish to exercise it, they may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.

8. In order to be valid, a proxy appointment must be returned (together with any authority under which it is executed or a copy of the authority certified in ink by a bank, a stockbroker or a solicitor) by one of the following methods:

• online at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required to use this electronic proxy appointment system. Alternatively, shareholders who have already registered with Equiniti Registrars’ online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their user ID and password. Once logged in, click “view” on the “My Investments” page. Click on the link to vote and follow the on screen instructions.

• in hard copy form by post, by courier or by hand to Equiniti’s registrar at the address shown on the Form of Proxy.

• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 10.

The appointment of a proxy in each case must formally be received by the Company's registrar by no later than 11.00 a.m. on 1 May 2018.

9. To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard copy Form of Proxy, please contact Equiniti Registrar's as set out in note 6. The deadline for receipt of proxy appointments (see note 8) also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others. If Equiniti is unable to determine which is last sent, the one which is last received shall be so treated. If Equiniti is unable to determine either which is last sent or which is last received, none of them shall be treated as valid in respect of the relevant share(s).

10. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com).CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting 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.

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EQUINITI GROUP PLC


In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID number RA19) by 11.00 a.m. on 1 May 2018 (the latest time(s) for receipt of proxy appointments specified in this Notice of AGM). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. Equiniti may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

ISSUED SHARES AND TOTAL VOTING RIGHTS11. As at 28 February 2018 (the latest practicable date before

the publication of this Notice), the Company's issued share capital comprised 364,469,005 Ordinary Shares of 0.1 pence each (ordinary share(s)). Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 28 February 2018 is 364,469,005.

The website referred to in note 2 will include information on the number of shares and voting rights.

12. Under section 319A of the 2006 Act, the Company must answer any question relating to the business being dealt with at the AGM which is put by a shareholder attending that meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information or if the answer has already been given on a website in the form of an answer to a question.

13. Under sections 338 and 338A of the 2006 Act, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious.

Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

WEBSITE PUBLICATION OF AUDIT CONCERNS14. Shareholders satisfying the thresholds in section 527 of the

2006 Act can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the Company's Accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstances connected with an Auditor of Equiniti ceasing to hold office, that the shareholders propose to raise at the AGM. The Company may not require the shareholders requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's Auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website.

VOTING15. Voting on all Resolutions will be conducted by way of a

poll rather than on a show of hands. As soon as practicable following the AGM, the results of the voting at the meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the Resolutions will be announced via a Regulatory Information Service and also placed on the Company’s website: http://investors.equiniti.com/investors.

DOCUMENTS ON DISPLAY16. Copies of the service contracts of the executive Directors

and the non-executive Directors' letters of appointment are available for inspection at the Company's registered office during normal business hours and at the place of the meeting, and on the website referred to in note 2 on page 5, from at least 15 minutes prior to the meeting until the end of the meeting.

COMMUNICATION17. Except as provided above, shareholders who have general

queries about the meeting should use the following means of communication (no other methods of communication will be accepted):

• calling our shareholder helpline as set out in Note 6

• by email to [email protected]

• by post to Equiniti Group plc, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

You may not use any electronic address provided in this Notice of Meeting to communicate with the Company for any purposes other than those expressly stated.


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Explanatory notes on the ResolutionsRESOLUTION 1 – The Directors’ Report, Auditor’s Report and Financial StatementsThe Directors must present to shareholders the accounts and the reports of the Directors and auditors in respect of each financial year.

RESOLUTION 2 – Annual Remuneration ReportResolution 2 gives shareholders the opportunity to cast an advisory vote on the Directors’ Remuneration Report for the year ended 31 December 2017 as set out on pages 102 to 117 of the 2017 Annual Report which provides details of the Directors’ remuneration for the year ended 31 December 2017.

The Directors’ Remuneration Policy was approved by the shareholders with effect from 26 April 2016 and will continue to apply until replaced by a new or amended Policy. Shareholder approval must be renewed at least every three years.

RESOLUTION 3 – Approval of final dividendThe Directors are proposing the payment of a final dividend of 2.73 pence per share, which requires approval from the shareholders. The proposed dividend is in line with the dividend policy as set out on page 126 of the 2017 Annual Report. If approved the dividend will be paid on 17 May 2018.

Shareholders may elect to receive their dividend in the form of additional shares rather than in cash.

DIVIDEND REINVESTMENT PLANSubject to shareholders approving the dividend as set out in Resolution 3, the Company will be offering a Dividend Re-Investment Plan (DRIP). The DRIP is provided and administered by the DRIP plan administrator, Equiniti Financial Services Limited, which is authorised and regulated by the FCA.

The DRIP offers shareholders the opportunity to elect to invest cash dividends received on their Ordinary Shares, in purchasing further Ordinary Shares of the Company. These shares would be bought in the market, on competitive dealing terms. If you participate in the DRIP, and hold your shares in certificated form, it will operate automatically in respect of the Final Dividend for 2017 (unless varied beforehand by you) and all future dividends until such time as you withdraw from the DRIP or the DRIP is suspended or terminated in accordance with the Terms and Conditions.

IMPORTANT: PLEASE READ: ACTION MAY BE REQUIRED:In respect of shares held in certificated form, it is very important to note that a DRIP election or the revocation of a DRIP election, received or already in place 15 days before a dividend payment date will apply to all future dividends, whether interim, final or special dividends, until such time as a valid new election or revocation of an election is received.

To assist, please note the following important dates:

Final dividend Record date: 13 April 2018

Last day for DRIP elections (to apply, or to revoke an election, to the 2017 Final Dividend): 25 April 2018

Payment date: 17 May 2018

Please note than an election or revocation of an election applies to all dividends thereafter until such time as further instructions are received.

CRESTFor shares held in uncertificated form (CREST), please note that elections continue to apply only to one dividend and a fresh election must be made, via CREST, for each dividend. Full details of the terms and conditions of the DRIP and the actions required to make or revoke an election, both in respect of Maintenance Dividends (i.e. in this case, the 2017 Final Dividend) and any Special Dividends, are available at www.shareview.co.uk/info/DRIP or on request from the Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, secure email via [email protected] Equiniti’s helpline on 0371 384 2030 (+44 121 415 7047 if calling from overseas) (Lines are open between 8.30am and 5.30pm Monday to Friday).

RESOLUTIONS 4 TO 10 – Reappointment and appointment of DirectorsAs announced on 5 March 2018, Victoria Jarman will not seek re-election and will retire as a Director at the end of the AGM. As required by the Company's articles of association, all of the remaining Directors will retire at the AGM and offer themselves for reappointment, including those appointed by the Directors since the previous AGM.

Biographies and Committee memberships of all the Directors can be found on pages 66 to 67 of the 2017 Annual Report and on the Company’s website: http://investors.equiniti.com/investors. The Board considers that each of the independent non-executive Directors proposed for reappointment meets the independence criteria set by the UK Corporate Governance Code and is independent of management in character, judgement and opinion.

There are no existing or previous relationships, transactions or arrangements that any of the proposed independent non-executive Directors has or had with the Company or its Directors which are considered to affect their independence.

The Board believes that the considerable and wide-ranging experience of all the Directors will continue to be invaluable to the Company and recommends their reappointment.

RESOLUTION 11 – Appointment of AuditorThe Company is required to appoint its Auditor at each general meeting at which accounts are laid before the Shareholders, to hold office until the conclusion of the next such meeting. During the year ended 31 December 2017 the Company completed an independence and effectiveness assessment on the existing Auditor.

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The Audit Committee has recommended to the Board the reappointment of PricewaterhouseCoopers LLP as Auditor and PricewaterhouseCoopers LLP has confirmed its willingness to stand for reappointment.

The Board, on the recommendation of the Audit Committee, proposes under Resolution 11 the reappointment of PricewaterhouseCoopers LLP as Auditor to hold office until the conclusion of the next AGM of the Company.

RESOLUTION 12 – Remuneration of AuditorResolution 12 authorises the Audit Committee to agree the remuneration of the Auditor.

RESOLUTION 13 – Authority to Allot SharesThe Directors' authority to allot unissued shares in the Company expires at the conclusion of this AGM. The guidelines of the Investment Association (IA) on Directors’ authority to allot shares state that IA members will regard as routine an authority to allot up to two thirds of the existing issued share capital, provided that any amount in excess of one third of existing issued share capital is applied to fully pre-emptive rights issues only. The Board considers it appropriate that the Directors should have this authority to allot shares in the capital of the Company. Accordingly Resolution 13 authorises the Board (a) under an open offer or in other situations up to an aggregate nominal amount of £121,489.67 (representing one third of the Company's share capital as at 28 February 2018 (the latest practicable date before the publication of this Notice)) and (b) under a rights issue up to an aggregate nominal amount of £242,979.34 (representing two thirds of the Company's issued share capital at that date).

The authorities sought by Resolution 13 will expire at the AGM of the Company to be held in 2019 or if earlier 3 August 2019. The Directors have no present intention to exercise either of the authorities sought under this Resolution. However, if they do exercise the authorities, the Directors intend to follow IA recommendations concerning their use.

RESOLUTION 14 (TO BE PROPOSED AS A SPECIAL RESOLUTION) – Disapplication of statutory pre-emption rightsThe Directors' authority to allot unissued shares in the Company for cash otherwise than to existing shareholders pro rata to their holdings expires at the conclusion of this AGM. The Board wishes to renew this authority.

Resolution 14, which will be proposed as a special resolution, would give the Directors the authority to allot Ordinary Shares (or sell any Ordinary Shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

This authority is limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £18,223.45 (representing 18,223,450 Ordinary Shares).

This aggregate nominal amount represents 5% of the Company's issued ordinary share capital as at 28 February 2018 (the latest practicable date before the publication of this Notice). In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group’s Statement of Principles regarding cumulative usage of authorities within a rolling three-year period. The authorities sought by Resolution 14 will expire at the AGM of the Company to be held in 2019 or if earlier 3 August 2019. The Directors have no present intention to exercise the authority sought under this Resolution.

RESOLUTION 15 (TO BE PROPOSED AS A SPECIAL RESOLUTION) – To authorise the Company to purchase its own sharesShareholders’ approval is sought to authorise the Company to buy back its own Ordinary Shares in the market as permitted by the 2006 Act. The authority limits the maximum number of shares that could be purchased to 36,446,900 (representing 10% of the Company's issued share capital as at 28 February 2018 (the latest practicable date before the publication of this Notice)) and sets minimum and maximum prices at which shares may be purchased by the Company under this authority. If approved, the authority will expire at the AGM of the Company to be held in 2019 or if earlier 3 August 2019.

The Directors have no present intention of exercising this authority. The authority would be exercised only if the Directors believed that to do so would be in the interests of shareholders generally. Any purchases of Ordinary Shares would be by means of market purchases on a recognised investment exchange.

A listed company purchasing its own shares may hold those shares in treasury and make them available for re-sale as an alternative to cancelling them. Accordingly, if this Resolution is passed, the Company will have the option of holding, as treasury shares, any of its own shares that it purchases pursuant to the authority conferred. No dividends are paid on, and no voting rights are attached to, shares held in treasury. The Company does not hold any shares in treasury, but it is intended that any shares which might be purchased under this authority will be held in treasury, rather than being cancelled.

The Company had options and awards outstanding over 14,102,073 Ordinary Shares, representing 3.73% of the Company’s issued share capital, as at 28 February 2018 (the latest practicable date before the publication of this Notice). If the authority conferred by Resolution 15 were to be exercised in full, these outstanding options and awards would represent 4.30% of the Company's issued share capital.


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RESOLUTION 16 – Political DonationsUnder the 2006 Act a company wishing to make political donations or incur political expenditure in excess of £5,000 in any 12 month period, must first obtain authorisation from its shareholders by ordinary resolution.

In order to comply with its obligations under the 2006 Act and to avoid any inadvertent infringement of that Act, the Board wishes to renew its existing authority for a general level of political donation and/or expenditure.

The 2006 Act requires this authority to be divided into three heads (as set out in Resolution 16) with a separate amount specified as permitted for each. An amount not exceeding £50,000 for each head of the authority has been proposed. The authority sought extends to all of the Company's subsidiaries.

This authority will expire at the conclusion of the AGM of the Company in 2019.

The Equiniti Group does not make any donations to political parties or organisations and does not intend to in future, but does support certain industry-wide bodies and allow employees time to undertake union activities.

Whilst the Board does not regard this as political in nature, in certain circumstances such support together with donations made for charitable or similar purposes could possibly be treated as a donation to a political organisation under the relevant provisions of the 2006 Act.

RESOLUTION 17 (TO BE PROPOSED AS A SPECIAL RESOLUTION) – Notice of general meetingThe Shareholders’ Rights Regulations increase the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Resolution 17 seeks approval of a notice period of not less than 14 clear days to apply to general meetings other than an AGM. It is intended that the shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. If approved, the authority will expire at the AGM of the Company to be held in 2019.

Online and Mobile User Guides to the Electronic 2018 Annual General Meeting overleaf.


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ENTRY TO THE ELECTRONIC MEETINGIn order to participate at the AGM, you will need to download the latest version of the AGM App onto your smartphone device. This is available in native app format (Android and iOS only) and can be downloaded from the Google Play Store™ Market or the Apple® App Store by searching by app name “Lumi AGM”. It is highly recommended that you download the latest version of the AGM App in advance of the meeting day.Alternatively, Lumi AGM is available as a mobile web client, compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 10 and 11 (Internet Explorer V9 and lower are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. If you would prefer to vote using this method, please go to https://web.lumiagm.com. In order to listen and to speak at the AGM, you must dial in (see Accessing the telephone call below).

FOR NATIVE APP USERS:Once you have downloaded the AGM App, you will be asked to enter a Meeting ID which is 192-727-161. You will then be prompted to enter your unique username and password. Your username and password can be found on your attendance card. Access to the meeting via the AGM App will be available from 11.00am on 2 May 2018, although the functionality will not be enabled until the meeting commences. The telephone lines will be activated 15 minutes prior to the meeting start time. During the meeting, you must ensure you are connected to the internet at all times in order to vote when the Chairman commences polling on the resolutions being put to the meeting.

Therefore, it is your responsibility to ensure connectivity for the duration of the meeting.

FOR WEB BROWSER USERS:From your web browser, please go to https://web.lumiagm.com and enter the Meeting ID which is 192-727-161. You will then be prompted to enter your unique username and password. Your username and password can be found on your attendance card. Access to the meeting via the AGM App will be available from 11.00am on 2 May 2018, although the functionality will not be enabled until the meeting commences. The telephone lines will be activated 15 minutes prior to the meeting start time. During the meeting, you must ensure you are connected to the internet at all times in order to vote when the Chairman commences polling on the resolutions being put to the meeting. Therefore, it is your responsibility to ensure connectivity for the duration of the meeting.

ALL USERS ACCESSING THE TELEPHONE CALLTo be able to speak at the AGM, you must dial into the AGM using the numbers provided under Access Telephone Numbers opposite. To dial-in, you will require a conference ID (Conference ID). The Conference ID will only be accessible once you have logged into the AGM App and will be available at least 30 minutes prior to the start of the meeting. Local phone calls will not be charged.

VOTINGAfter the resolutions have been proposed and opened, voting options will appear on the screen. Press the option corresponding with the way in which you wish to vote. Once you have selected your choice, you will see a message on your screen confirming that your vote has been received. If you think that you have selected the wrong choice or if you wish to change your mind, simply press the correct choice until the poll is closed on that resolution. If you wish to cancel your “live” vote, please press Cancel.

INFORMATION ON THE 2018 ANNUAL GENERAL MEETING PRESENTATIONA presentation will be available on the AGM App. To view the presentation when open simply click on the up arrow (^) present in the ‘Broadcast’ band.

QUESTIONS AT THE MEETINGIf you wish to ask a question please ensure you have logged into the AGM App, retrieved the Conference ID and then dialled the appropriate telephone number detailed below under Access Telephone Numbers. You will be connected to an Operator who will provide you with further instructions.

PROCESSThe process of asking questions, voting and accessing the AGM presentation will be further explained by the Chairman and the Operator during the meeting.

DULY APPOINTED PROXIES AND CORPORATE REPRESENTATIVESPlease contact Equiniti on 0371 384 2030 or +44 121 415 7047 if you are calling from outside the UK for your unique username and password.

Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).

Shareholders should note that electronic entry to the AGM will open at 10.30am on 3 May 2018.

ACCESS TELEPHONE NUMBERSParticipant access – Log in to the AGM App 30 minutes prior to the start time using your unique username and password to retrieve the Conference ID.

Shareholder participants, Local – United Kingdom: 0330 336 9411

Shareholder participants – Rest of World: +44 (0) 330 336 9411

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Additional information


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Online User Guide (Browser) to the Electronic 2018 Annual General Meeting

01Go to https://web.lumiagm.com and you will be prompted to enter the Meeting ID. If a shareholder attempts to login to the app before the meeting is live*, a pop-up dialogue box will appear.

* After 11.00 a.m. on 2 May 2018.

03When successfully authenticated, a shareholder will be taken to the Home Screen. Details of the telephone conference code will be displayed on the Home Screen at least 30 minutes before the start of the meeting.

04To view the meeting presentation, expand the ‘Broadcast Panel’, located at the bottom of your device.

02After entering the Meeting ID, you will be prompted to enter your unique username and password.

05When the Chairman declares the poll open, a list of all resolutions and voting choices will appear on your device.

Scroll through the list to view all resolutions.

06For each resolution, press the choice corresponding with the way in which you wish to vote.

When selected, a confirmation message will appear.

07To change your mind, simply press the correct choice which will override your previous selection.

To cancel your vote, press Cancel.

08To submit a question or comment, navigate to the message tab at the top of the screen. Click on the ‘+’ button in the bottom right hand corner.

Type your questions into the text box. Once completed click on the arrow icon in the upper right to submit.

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Online User Guide (Mobile) to the Electronic 2018 Annual General Meeting

01Open the Lumi AGM app and you will be prompted to enter the Meeting ID. If a shareholder attempts to login to the app before the meeting is live*, a pop-up dialogue box will appear.

* After 11.00 a.m. on 2 May 2018.

03When successfully authenticated, you will be directed to the Home Screen. Details of the telephone conference code will be displayed at least 30 minutes before the start of the meeting

05When the Chairman declares the poll open, a list of all resolutions and voting choices will appear on your device.

Scroll through the list to view all resolutions.

07To submit a question or comment, navigate to the message tab.

Click on the ‘+’ button.

02After entering the Meeting ID, you will be prompted to enter your unique username and password.

04To view the meeting presentation, expand the ‘Broadcast Panel’, located at the bottom of your device.

06For each resolution, press the choice corresponding with the way in which you wish to vote.

When selected, a confirmation message will appear.

To change your mind, simply press the correct choice which will override your previous selection. To cancel your vote, press cancel.

08Type your question into the text box.

Once completed click on the arrow icon in the upper right to submit.

notice of 2018 -...

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