DIGNITY PLC

AGM Information • Apr 17, 2020

Dignity plc Notice of Annual General Meeting 2020

PLEASE NOTE

In light of the COVID-19 pandemic and HM Government's 'Stay at Home' measures on limiting group gatherings to no more than two people, shareholders are not allowed to attend the meeting in person.

You are kindly requested to submit your votes by proxy.

You can be assured that no business will be considered other than the resolutions dealt with in this Notice of Annual General Meeting 2020.

The form of proxy is enclosed with this Notice. Your votes can also be submitted electronically: please see note 9 on page 9 for further details.

Again, you are requested to submit your votes by proxy.

The Q&A which would have taken place at the 2020 AGM will be held as a separate event by conference call at 10.00 a.m. GMT on Tuesday 23 June, 2020. All shareholders and other interested parties are welcome to take part. Details on how to access the conference call is set out in note 22 on page 12. A recording of this conference call will subsequently be available at: www.dignityfunerals.co.uk/corporate

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspects of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional advisor authorised under the Financial Services and Markets Act 2000.

If you have recently sold or otherwise transferred all of your Ordinary Shares in Dignity plc ('the Company'), please send this document, together with the accompanying form of proxy, 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 delivery to the purchaser or transferee.

DIGNITY PLC

(company number 04569346)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the 2020 Annual General Meeting ('AGM') of Dignity plc to be held at 4 King Edwards Court, King Edwards Square, Sutton Coldfield, West Midlands B73 6AP on Thursday 11 June 2020 at 11.00 a.m. is set out on pages 6 to 8 of this document. Shareholders are requested to complete and return the enclosed form of proxy, so as to be received no later than 11.00 a.m. on Tuesday 9 June 2020.

Table of contents

Expected timetable of events

Latest time and date for receipt of forms of proxy – 11.00 a.m. on Tuesday 9 June 2020

AGM – 11.00 a.m. on Thursday 11 June 2020

If any of the above times and/or dates change, the revised times and/or dates will be notified to shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

Letter from the Chairman of Dignity plc

Dignity plc

Registered in England and Wales No. 04569346

4 King Edwards Court King Edwards Square Sutton Coldfield West Midlands B73 6AP

Directors

Clive Whiley, Executive Chairman Richard Portman, Corporate Services Director Steve Whittern, Finance Director David Blackwood, Senior Independent Non-Executive Director Dean Moore, Non-Executive Director James Wilson, Non-Executive Director

17 April 2020

Dear Shareholder

ANNUAL GENERAL MEETING 2020

Our 2020 Annual General Meeting ('AGM'), will be held at 4 King Edwards Court, King Edwards Square, Sutton Coldfield, West Midlands B73 6AP on Thursday 11 June 2020 at 11.00 a.m. As you will have seen from the statement on the front of this Notice, you are requested not to attend this AGM in person but to submit your votes by proxy.

As the attendance of more than two people is not permitted under the 'Stay at Home' measures, not to mention unsafe for the attendees, as Chairman I will exercise my powers to exclude excess attendees.

The formal notice of the AGM, which is set out on pages 6 to 8 of this document ('Notice'), sets out the business to be considered at the AGM. The purpose of this letter is to provide you with further details about those items of business.

This year, shareholders will be asked to approve 15 resolutions. Resolutions 1 to 11 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than 50 per cent of the votes cast must be in favour of the resolution. Resolutions 12 to 15 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least 75 per cent of the votes cast must be in favour of the resolution.

Resolution 1: Annual report and accounts

The Directors must present the Company's annual accounts, strategic report and Directors' and auditors' reports to shareholders at a general meeting. Those to be presented at the AGM are in respect of the 52 week period ended 27 December 2019, and are called the Annual Report 2019 ('Annual Report').

The Annual Report is available on the Company's website (www.dignityfunerals.co.uk/corporate). If you have elected to receive correspondence in hard copy, a copy of the Annual Report has been sent to you.

Resolution 2: Directors' remuneration report

The Company is seeking shareholder approval for those parts of its Directors' remuneration report which describe how the Company's Directors' remuneration policy has been implemented during the previous financial year. The remuneration policy itself was approved by shareholders at the 2019 AGM and, unless amended, is only required to be approved once every three years.

The relevant parts of the Directors' remuneration report are set out on pages 83 to 90 of the Annual Report.

This vote is advisory only, therefore it does not affect the historical remuneration paid to any individual Director.

Resolutions 3 to 7: Election and Re-election of Directors

All Directors, other than David Blackwood, are standing for election or re-election, as applicable, in accordance with the provisions of the UK Corporate Governance Code.

Resolutions 3 to 7 therefore propose the election and re-election of the relevant Directors.

Biographies of each of the Directors are set out on pages 64 and 65 of the Annual Report. The Directors have served the Company with skill and diligence since their appointment. The Board considers, following a formal evaluation, that each Director seeking re-election continues to contribute effectively and to demonstrate commitment to his role. The consideration of effectiveness is based primarily on business skills, relevant commercial experience and other contributions individuals may make both as an individual and also in contributing to the balance of skills, knowledge and capability of the Board as a whole, as well as the time commitment for Board and Committee meetings and the preparation in advance.

I stand for election as a Director following my appointment to the Board on 26 September 2019. My biography was set out in the announcement published by the Company on 27 September 2019 and is replicated for ease, in note 20 of this Notice of AGM.

Letter from the Chairman of Dignity plc continued

Dean Moore stands for election as a Director following his appointment to the Board on 11 March 2020. Dean's biography was set out in the announcement published by the Company on 11 March 2020 and is replicated for ease, in note 21 of this Notice of AGM.

David Blackwood will stand down from the Board immediately following the AGM.

Resolutions 8 and 9: Reappointment and remuneration of auditors

The Company is required to appoint auditors at each general meeting at which its annual accounts and reports are presented to shareholders. Therefore, resolution 8 proposes the reappointment of Ernst & Young LLP as auditors (to hold office until the next such meeting), and, in accordance with normal practice, resolution 9 authorises the Directors to determine the auditors' remuneration.

Ernst & Young LLP were first appointed as auditors on 5 June 2014.

Resolution 10: Authority to allot shares

Generally, the Directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.

Resolution 10 renews a similar authority given at last year's AGM and is in two parts.

In line with guidance issued by the Investment Association, if passed, part (a) of resolution 10 will authorise the Directors to allot Ordinary Shares in the Company (and to grant rights to subscribe for, or to convert any security into, Ordinary Shares in the Company) in connection with a rights issue only up to an aggregate nominal amount of £4,112,907 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (b) of resolution 10). This amount (before any reduction) represents approximately two thirds of the issued ordinary share capital of the Company as at 10 April 2020, being the last practicable date before the publication of this document.

If passed, part (b) of resolution 10 will authorise the Directors to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) up to an aggregate nominal amount of £2,056,453 (as reduced by the aggregate nominal value of any shares allotted or rights granted under part (a) of resolution 10 in excess of £2,056,453). This amount (before any reduction) represents approximately one third of the issued ordinary share capital of the Company as at 10 April 2020, being the last practicable date before the publication of this document.

If given, these authorities will expire at the conclusion of the Company's next AGM or on 11 September 2021 (whichever is the earlier). It is the Directors' intention to renew the allotment authority each year.

As at the date of this document, no Ordinary Shares are held by the Company in treasury.

The Directors have no current intention to exercise either of the authorities sought under resolution 10. However, the Directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments or to take advantage of business opportunities as they arise.

Resolution 11: Political donations and political expenditure

It is not the Company's policy to make donations to political parties, or to make other political donations within the normal meaning of that expression, and the Directors have no intention of changing that policy.

However, as a result of the wide definitions of political expenditure, political donations and political organisations in the Companies Act 2006 ('Act'), normal business activities and expenditure which might not be thought to be political expenditure or a political donation to a political organisation in the usual sense may fall within the restrictions of the Act. For example, sponsorship of industry forums, funding of seminars and other functions to which politicians are invited, matching employees' donations to certain charities, expenditure on organisations concerned with matters of public policy, law reform and representation of the business community, and communicating with the Government and political parties at local, national and European level might be construed as political expenditure or as a political donation to a political organisation.

Resolution 11 does not purport to authorise any particular donation or expenditure, but is expressed in general terms, as required by the Act, and is intended to authorise normal donations and expenditure while avoiding inadvertent infringement of the Act. If passed, resolution 11 would allow the Company and its subsidiaries to make political donations to political parties, other political organisations and independent election candidates and to incur political expenditure up to an aggregate limit of £100,000 in the period beginning with the date on which resolution 11 is passed and ending at the conclusion of the next AGM of the Company. The authority will not be used to make political donations within the normal meaning of that expression. If the Company uses the authority given under resolution 11, then separate authorisation will be sought at the next AGM of the Company. It is the Directors' intention to renew this authority each year.

Letter from the Chairman of Dignity plc continued

Resolutions 12 and 13: Disapplication of pre emption rights

Generally, if the Directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Act) for cash, then under the Act they must first offer such shares or securities to ordinary shareholders in proportion to their existing holdings. These statutory pre emption rights may be disapplied by shareholders.

Resolutions 12 and 13, which will be proposed as special resolutions, renew a similar power given at last year's AGM and, if passed, will enable the Directors to allot equity securities for cash up to a maximum aggregate nominal amount of £4,112,907 without having to comply with statutory pre emption rights.

The powers proposed under resolution 12 will be limited to allotments:

• (a) up to an aggregate nominal amount of (i) £4,112,907 in connection with a rights issue or (ii) £2,056,453 in connection with an open offer or other pre-emptive offer, in each case to ordinary shareholders and to holders of other equity securities (if required by the rights of those securities or the Directors otherwise consider necessary), but (in accordance with normal practice) subject to such exclusions or other arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider necessary; and
• (b) in any other case, up to an aggregate nominal amount of £308,468 (which represents approximately five per cent of the issued ordinary share capital of the Company as at 10 April 2020, being the last practicable date before the publication of this document).

The powers proposed under resolution 13 will be limited to allotments:

• (a) up to an aggregate nominal amount of £308,468 (which represents approximately five per cent of the issued ordinary share capital of the Company as at 10 April 2020, being the last practicable date before the publication of this document); and
• (b) used only for the purposes of financing (or refinancing, if such refinancing occurs within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre Emption Group prior to the date of this notice.

The Directors intend to adhere to the Statement of Principles issued by The Pre Emption Group, as updated in March 2015, and not allot shares on a non pre emptive basis pursuant to the authorities in resolutions 12 and 13:

• in excess of an amount equal to five per cent of the total issued ordinary share capital of the Company (excluding treasury shares); or
• in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three year period, without prior consultation with shareholders,

in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment.

Resolution 14: Purchase by the Company of its own shares

Resolution 14, which will be proposed as a special resolution, renews a similar authority given at last year's AGM. If passed, it will allow the Company to purchase up to 5,001,239 Ordinary Shares in the market (which represents approximately 10 per cent of the issued ordinary share capital of the Company as at 10 April 2020, being the last practicable date before the publication of this document). The minimum and maximum prices for such a purchase are set out in the resolution. If given, this authority will expire at the conclusion of the Company's next AGM or on 11 September 2021 (whichever is the earlier). It is the Directors' intention to renew this authority each year.

The Directors have no current intention to exercise the authority sought under resolution 14 to make market purchases, but consider the authority desirable to provide maximum flexibility in the management of the Company's capital base. If passed, the Directors will only exercise this authority if they believe that to do so would result in an increase in earnings per share and would be in the best interests of the Company and of its shareholders generally.

The Company is permitted to hold shares it has purchased in treasury, as an alternative to cancelling them. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy options exercised under the Company's share schemes. While held in treasury, the shares are not entitled to receive any dividend or dividend equivalent (apart from any issue of bonus shares) and have no voting rights. The Directors believe that it is appropriate for the Company to have the option to hold its own shares in treasury if, at a future date, the Directors exercise this authority, in order to provide the Company with additional flexibility in the management of its capital base. However, the Directors currently intend to cancel any shares purchased under this authority. The Directors will have regard to institutional shareholder guidelines which may be in force at the time of any such purchase, holding or re-sale of shares held in treasury.

Letter from the Chairman of Dignity plc continued

As at 10 April 2020 (being the last practicable date before the publication of this document), there were warrants and options outstanding over 1,294,286 Ordinary Shares in the Company (which represent 2.6 per cent of the issued ordinary share capital of the Company at that date. If the authority to purchase the Company's Ordinary Shares was exercised in full and those shares were subsequently cancelled, these warrants and options would represent 2.9 per cent of the issued ordinary share capital of the Company.

Resolution 15: Notice period for general meetings

Resolution 15 will be proposed as a special resolution to allow the Company to call general meetings (other than an AGM) on 14 clear days' notice.

The Act provides that the minimum notice period required for general meetings of the Company is 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice.

If the resolution is passed, the shorter notice period would only be used where it is merited by the business of the meeting and is considered to be in the interests of shareholders as a whole. Note that in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.

If passed, the resolution will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

Recommendation

The Directors consider that all the resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole. The Directors will be voting in favour of all of the resolutions, and unanimously recommend that you do so as well.

Action to be taken

If you would like to vote on the resolutions set out in the Notice, please appoint the Chairman as proxy:

• by completing the Proxy Form sent to you with this document, and returning it to our registrars; or
• electronically by logging on to the website www.sharevote.co.uk. You will need your voting reference numbers (the voting ID, Task ID and shareholder reference number shown on your form of proxy). Alternatively, if you have registered for a Shareview portfolio, please access the Equiniti shareview website at www.shareview.co.uk and log onto your portfolio using your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on screen instructions; or
• (if you are a CREST member) using the CREST electronic proxy appointment service.

Your proxy appointment must be received by 11.00 a.m. on Tuesday 9 June 2020. Further details relating to voting by proxy are set out in the notes to the Notice on pages 9 to 12 of this document and in the Proxy Form.

Board Changes

Following the completion of her contractual term, Jane Ashcroft stepped down from the Board on 3 April 2020. The Board has benefitted from Jane's wise counsel for the last eight years and she leaves with the Board's thanks for her support during that time.

We also announced on 3 April 2020 that Mike McCollum had stepped down from the Board with our gratitude for his invaluable contribution to the Dignity Group over a great many years. We wish Mike well in his future endeavours.

Finally, we announced on 11 March 2020 that David Blackwood would retire from the Board following this year's AGM. I would like to place on record, our thanks to David for the significant contribution he has made to the Board and the wider Dignity Group.

The Group continues to make progress with the appointment to the Board of a further independent non-executive director, with particular emphasis on digital transformation.

Yours sincerely

Clive Whiley Chairman

Notice is hereby given that the 2020 Annual General Meeting of Dignity plc ('the Company') will be held at 4 King Edwards Court, King Edwards Square, Sutton Coldfield, West Midlands B73 6AP on Thursday 11 June 2020 at 11.00 a.m. for the following purposes:

Ordinary Resolutions

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

• 1. To receive and consider the Group's financial statements, the strategic report, and the reports of the Directors and auditors thereon for the 52 week period ended 27 December 2019.
• 1. To approve the Report on Directors' remuneration (other than the part that contains the Directors' remuneration policy) for the 52 week period ended 27 December 2019 as set out on pages 83 to 90 of the Annual Report 2019.
• 1. To re-elect Richard Portman as a Director of the Company.
• 1. To re-elect Steve Whittern as a Director of the Company.
• 1. To re-elect James Wilson as a Director of the Company.
• 1. To elect Clive Whiley as a Director of the Company.
• 1. To elect Dean Moore as a Director of the Company.
• 1. To re-appoint Ernst & Young LLP as auditors of the Company to hold office from conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company.
• 1. To authorise the Directors to fix the remuneration of the auditors.
• 1. That the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 ('the Act'), to exercise all powers of the Company to allot Relevant Securities:
• (a) comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £4,112,907 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (b) of this resolution) in connection with a rights issue:
  • (i) to holders of Ordinary Shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of Ordinary Shares held by them; and
  • (ii) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b) otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £2,056,453 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (a) of this resolution in excess of £2,056,453),

provided that (unless previously revoked, varied or renewed) these authorities shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 11 September 2021 (whichever is the earlier), save that, in each case, the Company may make an offer or agreement before the authority expires which would or might require Relevant Securities to be allotted after the authority expires and the Directors may allot Relevant Securities pursuant to any such offer or agreement as if the authority had not expired.

In this resolution, 'Relevant Securities' means shares in the Company or rights to subscribe for or to convert any security into shares in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the nominal amount of a Relevant Security which is a right to subscribe for or to convert any security into shares in the Company is to the nominal amount of the shares which may be allotted pursuant to that right.

These authorities are in substitution for all existing authorities under section 551 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

• 1. That, pursuant to section 366 of the Companies Act 2006 ('the Act'), the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution is effective be and are authorised, in aggregate:
• (a) to make political donations to political parties and/or to independent election candidates not exceeding £100,000;
• (b) to make political donations to political organisations other than political parties not exceeding £100,000 in total; and
• (c) to incur political expenditure not exceeding £100,000 in total,

in each case, during the period beginning with the date on which this resolution is passed and ending at the conclusion of the next annual general meeting of the Company held after such date, provided that (i) the aggregate amount of political donations made and political expenditure incurred by the Company and its subsidiaries pursuant to this authority shall not exceed £100,000; and (ii) each of the amounts referred to in this resolution may comprise one or more sums in different currencies which, for the purposes of calculating any such amount, shall be converted at such rate as the Directors may, in their absolute discretion, determine to be appropriate.

In this resolution, the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Act.

Special Resolutions

To consider and, if thought fit, to pass the following resolutions as special resolutions:

• 1. That, subject to the passing of resolution 10 and pursuant to section 570 of the Act, the Directors be and are generally empowered to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authorities granted by resolution 10 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
• (a) the allotment of equity securities in connection with an offer of equity securities (whether by way of a rights issue, open offer or otherwise, but, in the case of an allotment pursuant to the authority granted by paragraph (a) of resolution 10, such power shall be limited to the allotment of equity securities in connection with a rights issue):
  • (i) to holders of Ordinary Shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of Ordinary Shares held by them; and
  • (ii) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b) the allotment of equity securities pursuant to the authority granted by paragraph (b) of resolution 10 (otherwise than pursuant to paragraph (a) of this resolution) up to an aggregate nominal amount of £308,468,

and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 11 September 2021 (whichever is the earlier), save that the Company may make an offer or agreement before this power expires which would or might require equity securities to be allotted for cash after this power expires and the Directors may allot equity securities for cash pursuant to any such offer or agreement as if this power had not expired.

This power is in substitution for all existing powers under section 570 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

• 1. That, subject to the passing of resolution 10, the Directors be and are generally empowered in addition to any authority granted under resolution 12 to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority granted by resolution 10 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
• (a) up to an aggregate nominal amount of £308,468; and
• (b) used only for the purposes of financing (or refinancing, if such refinancing occurs within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre Emption Group prior to the date of this notice,

and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 11 September 2021 (whichever is the earlier), save that the Company may make an offer or agreement before this power expires which would or might require equity securities to be allotted for cash after this power expires and the Directors may allot equity securities for cash pursuant to any such offer or agreement as if this power had not expired.

• 1. That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of Ordinary Shares, subject as follows:
• (a) the maximum aggregate number of Ordinary Shares which may be purchased is 5,001,239;
• (b) the minimum price (including expenses) to be paid for each Ordinary Share shall be the nominal value of the Ordinary Share;
• (c) the maximum price to be paid for an Ordinary Share is the higher of:
  • (i) an amount equal to 105 per cent of the average of the middle market quotations for the Company's Ordinary Shares as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately prior to the day on which the purchase is made; and
  • (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out.

Unless previously revoked, varied or renewed the authority conferred by this resolution shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 11 September 2021 (whichever is earlier), except in relation to the purchase of shares the contract for which was entered into before the expiry of such authority and such purchase will or may be executed or completed wholly or partly after such expiry and accordingly the Company may make a purchase of Ordinary Shares pursuant to any such contract as if this authority had not expired.

1. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.

Registered office: By order of the Board 4 King Edwards Court King Edwards Square Tim George Sutton Coldfield Company Secretary West Midlands B73 6AP 17 April 2020

Notes:

• 1. It is confirmed that to the date of this Notice of Meeting the only change to the Directors' interest in shares as detailed on page 88 of the Annual Report 2019, for the purposes of Listing Rule 9.8.6R(1) has been the award on 3 April 2020 of the following shares which are 20% of the 2019 annual cash bonus deferred in shares for two years:
• Richard Portman 2,709 shares
• Steve Whittern 3,455 shares
• 1. The right to vote at the meeting is determined by reference to the register of members. Only those shareholders registered in the register of members of the Company as at 6.30 p.m. on Tuesday 9 June 2020 (or, if the meeting is adjourned, 6.30 p.m. on the date which is two days before the date of the adjourned meeting) shall be entitled to vote by proxy in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any person to vote (and the number of votes they may cast). As noted previously, you are kindly asked to complete a proxy form in order to vote at the meeting.
• 1. A proxy form is enclosed. Completed proxy forms must be received by the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, no later than 11.00 a.m. on Tuesday 9 June 2020 or in the event the meeting is adjourned, no later than 48 hours (excluding any part of the day that is not a working day) before the time of any adjourned meeting.
• 1. The following are available for inspection at the Company's registered office during normal business hours from the date of this notice until the time of the meeting. They will be available for at least 15 minutes prior to, and during, the Annual General Meeting:
• (a) copies of the Directors' service contracts and letters of appointment;
• (b) a copy of the Company's articles of association; and
• (c) qualifying third-party indemnity provisions of which the Directors have the benefit.
• 1. Biographical details of those Directors who are offering themselves for election and re-election at the meeting are set out on pages 64 and 65 of the Annual Report 2019.
• 1. Total Voting Rights: As at 10 April 2020 (being the last practicable date before the publication of this notice), the Company's issued share capital consists of 50,012,394 Ordinary Shares of 12 48/143 pence (carrying one vote each). The Company does not hold any Ordinary Shares in treasury.
• 1. Shareholders have the right to ask questions at the meeting relating to the business being dealt with at the meeting in accordance with section 319A of the Act. The Company must answer any such question unless:
• (a) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information;
• (b) the answer has already been given on a website in the form of an answer to a question; or
• (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. The information required by section 311A of the Act to be published in advance of the meeting, which includes the matters set out in this notice and information relating to the voting rights of shareholders, is available at www.dignityfunerals.co.uk/corporate.
• 1. Members can appoint proxies electronically by logging on to the website www.sharevote.co.uk. You will need your voting reference numbers (the voting ID, Task ID and shareholder reference number shown on your form of proxy). Alternatively, if you have registered for a Shareview portfolio, please access the Equiniti shareview website at www.shareview.co.uk and log onto your portfolio using your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on screen instructions. For an electronic proxy appointment to be valid, the appointment must be received by no later than 11.00 a.m. on Tuesday 9 June 2020 (or if the meeting is adjourned no later than 48 hours (excluding any part of the day that is not a working day) before the time of the adjourned meeting).

• CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available at 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.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA 19) by no later than 11.00 a.m. on Tuesday 9 June 2020 (or if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting). No such message received through the CREST network after this time will be accepted. 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 registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

• 1. Where a copy of this notice is being received by a person who has been nominated to enjoy information rights under section 146 of the Act ('Nominee'):
• (a) the Nominee may have a right under an agreement between the Nominee and the member by whom he was nominated, to be appointed, or to have someone else appointed, as a proxy for the meeting; or
• (b) if the Nominee does not have any such right or does not wish to exercise such right, the Nominee may have a right under any such agreement to give instructions to the member as to the exercise of voting rights.

The statement of the rights of the shareholders in relation to the appointment of proxies in notes 3, 4, 10 and 11 does not apply to a Nominee. The rights described in such notes can only be exercised by shareholders of the Company.

1. A shareholder or shareholders meeting the qualification criteria set out in note 15 below may require the Company to give shareholders notice of a resolution which may properly be proposed and is intended to be proposed at the meeting in accordance with section 338 of the Act.

A resolution may properly be proposed unless (i) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (ii) it is defamatory of any person, or (iii) it is frivolous or vexatious.

The business which may be dealt with at the meeting includes a resolution circulated pursuant to this right.

Any such request must:

• (a) identify the resolution of which notice is to be given, by either setting out the resolution in full or, if supporting a resolution requested by another shareholder, clearly identifying the resolution which is being supported;
• (b) set out the grounds for the request;
• (c) comply with the requirements set out in note 16 below; and

• (d) be received by the Company no later than six weeks before the meeting or, if later, the time at which notice is given of that meeting.

• A shareholder or shareholders meeting the qualification criteria set out in note 15 below may require the Company to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business in accordance with section 338A of the Act.

A matter may properly be included unless (i) it is defamatory of any person, or (ii) it is frivolous or vexatious.

Any such request must:

• (a) identify the matter to be included in the business, by either setting out the matter in full or, if supporting a matter requested by another shareholder, clearly identifying the matter which is being supported;
• (b) set out the grounds for the request;
• (c) comply with the requirements set out in note 16 below; and
• (d) be received by the Company no later than six weeks before the meeting or, if later, the time at which notice is given of that meeting.
• 1. A shareholder or shareholders who meet the qualification criteria set out in note 15 below may require the Company to publish on its website a statement setting out any matter that such shareholders propose to raise at the meeting relating to either the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting or any circumstances connected with an auditor of the Company ceasing to hold office since the last annual general meeting of the Company in accordance with section 527 of the Act.

Any such request must:

• (a) identify the statement to which it relates, by either setting out the statement in full or, if supporting a statement requested by another shareholder, clearly identifying the statement which is being supported;
• (b) comply with the requirements set out in note 16 below; and
• (c) be received by the Company at least one week before the meeting.

Where the Company is required to publish such a statement on its website:

• (i) it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request;
• (ii) it must forward the statement to the Company's auditors no later than the time when it makes the statement available on the website; and
• (iii) the statement may be dealt with as part of the business of the meeting.
• 1. In order to require the Company (i) to circulate a resolution to be proposed at the meeting as set out in note 12, (ii) to include a matter in the business to be dealt with at the meeting as set out in note 13, or (iii) to publish audit concerns as set out in note 14, the relevant request must be made by:
• (a) a shareholder or shareholders having a right to vote at the meeting and each holding at least five per cent of the total voting rights of the Company; or
• (b) at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital.

For information on voting rights, including the total voting rights of the Company, see note 6 above and the website referred to in note 8 above.

• 1. Any request by a shareholder or shareholders to require the Company (i) to circulate a resolution to be proposed at the meeting as set out in note 12, (ii) to include a matter in the business to be dealt with at the meeting as set out in note 13, or (iii) to publish audit concerns as set out in note 14:
• (a) may be made either:
  • (i) in hard copy, by sending it to Dignity plc, 4 King Edwards Court, King Edwards Square, Sutton Coldfield B73 6AP; or
  • (ii) in electronic form, by faxing it to +44 (0) 121 321 5644, marked for the attention of the Company Secretary or by e-mail to CompanySecretary@dignityuk.co.uk (please state "Dignity plc: AGM" in the subject line of the email);
• (b) must state the full name(s) and address(es) of the shareholder(s); and

• (c) (where the request is made in hard copy form) must be signed by the shareholder(s).

• 1. Except as provided above, shareholders who wish to communicate with the Company in relation to the meeting should do so using the following means:
• (a) calling our shareholder helpline on 0371 384 2674; or
• (b) by post, by sending it to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
• 1. You may not use any electronic address provided in either this Notice of General Meeting or any related documents (including the proxy form) to communicate with the Company for any purpose other than those expressly stated.
• 1. No other methods of communication will be accepted. Any electronic communication sent by a shareholder to the Company or Equiniti which is found to contain a virus will not be accepted by the Company.
• 1. Clive Whiley has over thirty five years' experience in regulated strategic management positions since becoming a Member of the London Stock Exchange. He has extensive main board executive director experience across a broad range of financial services, engineering, manufacturing, distribution, retail and leisure businesses: encompassing the UK, Europe, North America, Australasia, Middle East and the People's Republic of China.
• 1. Dean Moore is a chartered accountant with extensive public company experience having previously been Chief Financial Officer at Cineworld Group plc, N Brown Group plc, T&S Stores plc and Graham Group plc and formerly non-executive Chairman of Tuxedo Money Solutions Limited. He is currently an independent non-executive director and Chairman of the Audit Committee at Cineworld Group plc and Audit Committee Chairman and Senior Independent Director of Volex plc.
• 1. A conference call for shareholders will be held on Tuesday 23 June, 2020 starting at 10.00 a.m. To access the conference call, please dial:
• United Kingdom Toll-Free: 0800 3589473 PIN: 27916678#
• United Kingdom Toll: +44 3333000804 PIN: 27916678#
• URL for international dial in numbers: http://events.arkadin.com/ev/docs/NE_W2_TF_Events_International_Access_List.pdf