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RANK GROUP PLC

AGM Information Sep 13, 2022

4760_agm-r_2022-09-13_56ef4406-7ecf-4597-8b05-bab12d7e6ecf.pdf

AGM Information

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The Rank Group Plc Notice of Annual General Meeting

Thursday 13 October 2022 TOR, Saint-Cloud Way, Maidenhead, SL6 8BN 11.00am

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 that you should take, you are recommended to seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your ordinary shares in The Rank Group Plc, please send this document and form of proxy 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.

Directors

Mr Alex Thursby, Chair Ms Lucinda Charles-Jones Mr Chew Seong Aun Mr Steven Esom Mr Richard Harris Ms Katie McAlister Mr John O'Reilly Ms Karen Whitworth

13 September 2022

To ordinary shareholders

Dear Shareholder

2022 Annual General Meeting

The Annual General Meeting of The Rank Group Plc ('Company') will be held at TOR, Saint-Cloud Way, Maidenhead SL6 8BN on Thursday 13 October 2022 at 11.00am ('AGM').

Notice of Annual General Meeting

The formal notice convening the AGM, which contains details of the resolutions to be proposed at it, is set out on page 3 of this document ('Notice').

A general description of the matters to be considered at the AGM can be found in the explanatory notes on pages 4 and 5 of this document. You will see that, in addition to the ordinary business to be conducted at the meeting, there are two items of special business. These relate to the granting of authority for the Company to make political donations, and the granting of authority to allow the Company to call general meetings (other than Annual General Meetings) on not less than 14 clear days' notice.

In addition, please note that the election or re-election of the Company's independent directors must be approved by the shareholders as a whole and separately by shareholders who are independent of the Company's controlling shareholder. The dual voting structure is required under the Listing Rules as a result of the Company having a controlling shareholder (i.e. a shareholder who exercises 30% or more of the votes).

Actions to be taken

A form of proxy for use at the forthcoming AGM is enclosed. Whether or not you intend to be present at the meeting, you are urged to complete and return the form in accordance with the instructions printed on it so that it is received by the Company's registrars not later than 48 hours before the time fixed for the meeting. If you are a CREST member, you can submit your proxy electronically through the CREST system. There is also an electronic proxy appointment facility. Details are set out in the notes for the meeting on pages 6 to 8 of the Notice. Completion and return of the form will not prevent you from attending and voting at the meeting in person if you wish.

If arrangements for the meeting need to change from that set out in this document, the Company will notify shareholders before the meeting through our website (www.rank.com) and, where appropriate, by RIS announcement.

Questions

We have set up a dedicated electronic mailbox for shareholders to ask questions of the Board in relation to the business of the AGM in advance, should they wish to do so. Shareholders are invited to submit questions to [email protected] by close of business on Wednesday 5 October 2022. Answers will be grouped by theme to avoid repetition and both questions and responses will be published on our website (www.rank.com) as soon as practically possible, and with the aim of doing so before close of business on Friday 7 October 2022 to enable all shareholders to consider them before lodging their proxy votes with the Company's registrar.

Recommendation

The Directors consider the passing of all of the resolutions set out in the Notice, including those to be proposed as special business, to be in the best interests of the Company and its shareholders as a whole and that the passing of them will promote the success of the Company for their benefit. Accordingly, the Directors unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial shareholdings.

The AGM is an important event in the Company's corporate calendar and we are grateful for your continued support.

Yours faithfully

Alex Thursby Chair

The Rank Group Plc Registered in England & Wales No. 03140769 Registered office: TOR, Saint-Cloud Way, Maidenhead SL6 8BN

The Rank Group Plc

TOR Saint-Cloud Way Maidenhead SL6 8BN +44 1628 504 000 www.rank.com

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the twenty sixth Annual General Meeting ('Meeting') of The Rank Group Plc ('Company') will be held at TOR, Saint-Cloud Way, Maidenhead SL6 8BN at 11.00am on Thursday 13 October 2022 for the shareholders of the Company as a whole to consider and, if thought fit, pass the resolutions below.

Resolution 14 will be proposed as a special resolution. All other resolutions will be proposed as ordinary resolutions.

    1. To receive the Company's audited Financial Statements and the Reports of the Directors and auditors for the financial year ended 30 June 2022.
    1. To approve the annual Directors' Remuneration Report for the financial year ended 30 June 2022 as set out on pages 120 to 142 (inclusive) of the Annual Report for the financial year ended 30 June 2022 (excluding, for the avoidance of doubt, the Directors' Remuneration Policy set out on pages 123 to 130 (inclusive)).
    1. To re-elect Alex Thursby as a director with effect from the end of the Meeting.
    1. To re-elect John O'Reilly as a director with effect from the end of the Meeting.
    1. To re-elect Chew Seong Aun as a director with effect from the end of the Meeting.
    1. To re-elect Steven Esom as a director with effect from the end of the Meeting.
    1. To re-elect Katie McAlister as a director with effect from the end of the Meeting.
    1. To re-elect Karen Whitworth as a director with effect from the end of the Meeting.
    1. To elect Lucinda Charles-Jones as a director with effect from the end of the Meeting.
    1. To elect Richard Harris as a director with effect from the end of the Meeting.
    1. To re-appoint Ernst & Young LLP as auditor of the Company to hold office from the conclusion of the Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
    1. To authorise the Audit Committee of the Board of Directors to agree the remuneration of the auditor.

As special business to consider and, if thought fit, to pass the following resolutions of which resolution 13 will be proposed as an ordinary resolution and resolution 14 will be proposed as a special resolution.

    1. For the purposes of section 366 of the Companies Act 2006, that the Company, and any company which is or becomes its subsidiary during the period to which this resolution relates, be authorised:
    2. (a) to make political donations to political parties and/or independent election candidates not exceeding £25,000 in total;
    3. (b) to make political donations to political organisations other than political parties not exceeding £25,000 in total; and
    4. (c) to incur political expenditure not exceeding £50,000 in total,

during the period beginning with the date of passing this resolution and ending at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or 12 months from the date on which this resolution is passed, whichever is earlier, and provided that the aggregate amount of donations which may be made and political expenditure incurred by the Company pursuant to the authority conferred by this resolution shall not exceed £100,000.

For the purposes of this resolution, the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Companies Act 2006.

  1. That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Luisa Wright

Company Secretary

The Rank Group Plc Registered in England & Wales No. 03140769 Registered office TOR, Saint-Cloud Way, Maidenhead SL6 8BN 13 September 2022

Explanatory notes to the resolutions

These notes are intended to explain the business to be transacted at the Meeting. Resolutions 1 to 13 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolution 14 is proposed as a special resolution. This means that for the resolution to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 – Reports and Financial Statements

The Directors are required to present to shareholders the Company's audited financial statements and related reports of the Directors and the auditors for the financial year ended 30 June 2022 ('Annual Report').

Resolution 2– Directors' Remuneration Report

The Remuneration Committee is seeking shareholders' approval of the Directors' Remuneration Report under resolution 2.

The Directors are required to prepare the Directors' Remuneration Report for the financial year ended 30 June 2022. The Directors' Remuneration Report comprises a statement by the Chair of the Remuneration Committee (as set out on pages 120 to 122 of the Annual Report) and an Annual Remuneration Report detailing the remuneration of the Directors (as set out on pages 131 to 142 of the Annual Report). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote is advisory in nature and the Company can still act according to it as proposed if the resolution is not approved.

Resolutions 3 to 10 – Election and re-election of Directors

In accordance with the UK Corporate Governance Code ('Code') and the Company's articles of association (the 'Articles'), each of the Directors will retire and offer themselves for re-election by the shareholders at the Meeting, and each subsequent Annual General Meeting of the Company until further notice. Richard Harris and Lucinda Charles-Jones were appointed by the Directors since the date of the last Annual General Meeting and in accordance with the Articles will stand for election by shareholders at the Meeting. To enable shareholders to take an informed decision on their re-election, a summary of each of the Directors' skills and experience is included in Appendix 1 of this document and detailed biographies can be found on pages 95 and 96 of the Annual Report.

Resolutions 3, 6, 7, 8 and 9 relate to the re-election or election (as appropriate) of Alex Thursby, Steven Esom, Katie McAlister, Karen Whitworth and Lucinda Charles-Jones, who meet the independence criteria set out in provision 10 of the Code and who the Board has determined are independent Directors for the purposes of the Code (the 'Independent Directors').

Under the Listing Rules, because GuoLine Capital Assets Limited, the ultimate parent company of Guoco Group Limited, is a controlling shareholder (being a shareholder who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the Company) (please see page 144 of the Annual Report for more information), the election or re-election (as applicable) of any proposed Independent Director by shareholders must be approved by a majority vote of both:

  • (a) the shareholders of the Company; and
  • (b) the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company (the 'Independent Shareholders').

The Company will separately count the number of votes cast by the Independent Shareholders in favour of each resolution (as a proportion of the total votes of Independent Shareholders cast on each resolution) to determine whether the threshold referred to in (b) above has been met. The Company will announce the results of these resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders. For these purposes, the votes controlled by GuoLine Capital Assets Limited and of the other shareholders with whom it is acting in concert will therefore be excluded when calculating the votes of the Independent Shareholders as referred to in (b) above.

Under the Listing Rules, if a resolution to elect or re-elect (as applicable) an Independent Director is not approved by a majority vote of both the shareholders as a whole and the Independent Shareholders, a further resolution to elect or re-elect the proposed Independent Director may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the original vote but within 120 days of the date of the original vote.

Accordingly, if any of resolutions 3, 6, 7, 8 and 9 are not approved by a majority vote of the shareholders and the Independent Shareholders at the Meeting, the relevant Director(s) will be treated as having been elected or re-elected (as applicable) only for the period from the date of the Meeting until the earlier of (i) the close of any general meeting of the Company, convened for a date more than 90 days after the Meeting but within 120 days of the Meeting, to propose a further resolution to elect or re-elect him or her, (ii) the date which is 120 days after the Meeting and (iii) the date of any announcement by the Board that it does not intend to propose a further resolution. In the event that the relevant Director's election or re-election (as applicable) is approved by a majority vote of all shareholders at a second meeting, the Director will then be elected or re-elected (as applicable) until the next Annual General Meeting at which they stand for re-election.

Under the Listing Rules, the Company is also required to provide details of (i) any previous or existing relationship, transaction or arrangement between an Independent Director and the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder; (ii) why the Company considers the proposed Independent Director will be an effective director, (iii) how the Company has determined that the proposed Director is an Independent Director and (iv) the process by which the Company has selected each Independent Director.

The Company hereby confirms:

Previous/Existing Relationships: Other than the shares held by the Independent Directors as set out on page 137 of the Annual Report, it has received confirmation from each of the Independent Directors that he or she does not have any existing or previous relationships, transactions or arrangements with the Company, any of the Company's Directors, GuoLine Capital Assets Limited or any of GuoLine Capital Assets Limited's associates.

Effectiveness: The effectiveness of all the Directors is assessed as part of the Board's performance evaluation process. The Independent Directors possess a wide range of skills and expertise, key aspects of which are set out in Appendix 1 of this document, which are highly valued by the Board. In view of their career experience, the Board considers that they each bring valuable skills to the Board and provide an objective perspective. The Board considers that each Independent Director continues to contribute effectively to the operation of the Board and to demonstrate commitment to their role and to the long-term success of the Company whilst having regard to wider stakeholder interests.

Independence: The Board has considered whether each of the Independent Directors is free from any relationship that could materially interfere with the exercise of his or her independent judgement. The Board assesses the independence of its Independent Directors in accordance with the recommendations of the Code. The Board determined that each of the proposed Independent Directors was independent on his or her appointment to the Board and considers that he or she remains independent.

Selection: The Nominations Committee of the Board is responsible for keeping the size, structure and composition of the Board under review. By reference to the Company's requirements, the Nominations Committee is responsible for identifying, evaluating and recommending candidates for appointment to the Board. Each of the Independent Directors proposed for election or re-election (as applicable) was appointed following a search process undertaken using an external search agency or as otherwise explained in the Annual Report.

Resolutions 11 and 12 – Re-appointment and remuneration of auditor

The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the conclusion of the next general meeting. On the recommendation of the Audit Committee, the Directors propose that the existing auditors, Ernst & Young LLP, be re-appointed as auditor of the Company for a further year. Additionally, the Directors propose that the Audit Committee be authorised to agree the auditor's remuneration.

Resolution 13 – Political donations

The Companies Act 2006 ('2006 Act') requires the Company to seek shareholders' authority for political donations and political expenditure (each as defined in the 2006 Act) made by the Company. It has been the Company's long-standing practice not to make political donations or incur political expenditure, within the normal meaning of those terms, and it intends that this will remain the case. However, the 2006 Act is very broadly drafted and may catch activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain charities.

Accordingly, the Company is seeking shareholders' authority for political donations and political expenditure (each as defined in the 2006 Act) in case any of the Company's activities are inadvertently caught by the legislation. The authority sought would be capped at £100,000 for the next year and, although the 2006 Act permits shareholders to grant authority for up to four years, the Directors will seek to renew this authority at each Annual General Meeting in accordance with current best practice.

Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's annual report and accounts.

Resolution 14 – Short notice of general meetings

Under the 2006 Act, the notice required for all general meetings of listed companies (other than Annual General Meetings) is at least 21 clear days. Companies do have the ability pursuant to the 2006 Act to reduce this notice period to not less than 14 clear days, provided that they offer facilities for shareholders to vote and appoint proxies by electronic means and that, annually, shareholder approval is obtained to reduce the minimum notice period from 21 clear days to 14 clear days. Annual General Meetings must continue to be held on at least 21 clear days' notice. If granted, it is intended that the convening of general meetings on shorter notice 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.

The Directors are, therefore, proposing this resolution to seek shareholder approval to call general meetings of the Company, other than Annual General Meetings, on not less than 14 clear days' notice. The approval conferred by this resolution will expire at the conclusion of the next Annual General Meeting, when it is intended that renewal of this authority will be sought.

Notes for the meeting

PLEASE READ THE NOTES BELOW IN CONJUNCTION WITH THE REST OF THIS DOCUMENT REGARDING THE PROPOSED PROCEDURE FOR THE ANNUAL GENERAL MEETING.

Entitlement to attend, speak and vote

    1. Under the Articles the holders of ordinary shares are entitled to attend the Meeting and to speak and vote. Duly appointed proxies are entitled to attend, speak and vote at the Meeting on their shareholder's behalf.
    1. Pursuant to Article 52 of the Articles and Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders registered in the register of members of the Company as at 6:30pm on Tuesday 11 October 2022 or, in the event that the Meeting is adjourned, in the register of members 48 hours before the time of any adjourned Meeting, shall be entitled to vote on the resolutions proposed at the Meeting in respect of the number of shares registered in their name at the time. Changes to entries on the relevant register of members after 6:30pm on Tuesday 11 October 2022 or, in the event that the Meeting is adjourned, in the register of members 48 hours before the time of any re-convened Meeting, shall be disregarded in determining the rights of any person to vote at the Meeting.

Entitlement to appoint proxies

    1. A shareholder entitled to vote at the Meeting is also entitled to appoint one or more proxies to exercise all or any of his or her rights to vote at the Meeting instead of the shareholder, provided that, if more than one proxy is appointed, each proxy is appointed to exercise rights attaching to different shares held by that shareholder. A proxy need not be a shareholder of the Company. A shareholder may only appoint a proxy or proxies by one of the following methods:
    2. (a) completing and returning the form(s) of proxy accompanying the Notice in accordance with the instructions contained therein;
    3. (b) going to www.sharevote.co.uk and following the instructions provided (see Note 9 below); or
    4. (c) if the shareholder is a user of the CREST system (including CREST personal members), having an appropriate CREST message transmitted (see Notes 5 to 8 below).

To appoint more than one proxy, shareholders may either photocopy the form(s) of proxy accompanying the Notice or contact the Company's registrar, Equiniti, on 0371 384 20981 (from the UK) or +44 121 415 70471 (from outside the UK) to request additional personalised form(s) of proxy. If more than one proxy appointment is returned in respect of the same holding of shares, either by paper or electronic communication, the proxy received last by Equiniti before the latest time for the receipt of proxies will take precedence. Shareholders are encouraged to appoint the Chair of the Meeting as their proxy, rather than a named person.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).

A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, a shareholder's proxy will vote or abstain from voting at his or her discretion. A proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Paper proxy appointments

  1. The form(s) of proxy and the authority (if any) under which they are signed or a certified copy of such authority must be deposited at the offices of the Company's registrar, Equiniti, at Aspect House, Spencer Road, Lancing BN99 6DA by not later than 11.00am on Tuesday 11 October 2022, or 48 hours before the time appointed for holding any adjourned Meeting.

CREST proxy appointments

    1. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message (a 'CREST Proxy Instruction') must be received by the issuer's agent (ID RA19) by 11.00am on Tuesday 11 October 2022, or not less than 48 hours before the time appointed for the holding of any reconvened meeting following an adjournment. 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. After this time, any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. The appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear UK & Ireland Limited specifications and must contain the information required for such instructions, as described in the CREST Manual (available at www.euroclear.com).
    1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular 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 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.
    1. 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. Lines are open 08:30 to 17:30, Monday to Friday (excluding public holidays in England and Wales).

  1. CREST personal members or other CREST sponsor or voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual.

Electronic proxy appointments

  1. Electronic proxy appointment is available for the Meeting by logging on to the website www.sharevote.co.uk. This facility enables shareholders to lodge their proxy appointment by electronic means on a website provided by Equiniti. Shareholders who have already registered their holding(s) with the Shareview portfolio service will be sent an e-mail with full instructions on the electronic proxy voting procedure. Other shareholders may submit an electronic proxy appointment online, using the reference numbers printed on the form of proxy, at www.sharevote.co.uk where details of the voting procedure are shown. Electronic proxies will not be valid if received after 11.00am on Tuesday 11 October 2022, or if received less than 48 hours before the time appointed for holding an adjourned Meeting and will not be accepted if found to contain a computer virus.

Voting by corporate representatives

    1. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that if two or more representatives purport to vote in relation to the same shares:
    2. (i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
    3. (ii) in other cases the power is treated as not exercised.

Nominated persons

  1. Any person to whom this Notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of the rights of shareholders in relation to the appointment of proxies at Note 3 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.

Voting and voting rights

  1. As at 7 September 2022, being the latest practicable date prior to the publication of this Notice, the issued share capital of the Company was 468,429,541 ordinary shares of 138/9 pence each (excluding treasury shares) with each ordinary share carrying one vote. Therefore, the total voting rights in the Company as at 7 September 2022 are 468,429,541.

    1. Voting on all resolutions will be by way of poll. On a poll, every shareholder who is present in person or by proxy has one vote for every ordinary share held by him/her. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. If you attend the Meeting this year, you will be issued with a paper poll card on registration and full instructions for completing this will be given at the appropriate time during the Meeting. If you have already voted by proxy, you will still be able to vote by completing the paper poll card and your vote on the day will replace your previously lodged vote.
    1. The results of the poll at the Meeting will be announced after the Meeting through a Regulatory Information Service and will be published on our website www.rank.com.

Right to ask questions

    1. A shareholder attending the Meeting has the right to ask questions relating to the business being dealt with at the Meeting in accordance with section 319A of the 2006 Act. Shareholders are also invited to submit any questions in relation to the business of the Meeting in advance to [email protected]. Please submit questions by close of business on Wednesday 5 October 2022. Answers will be grouped by the theme of the question to avoid repetition and both answers and responses will be published on www.rank. com as soon as is practically possible and with the aim of doing so before close of business on Friday 7 October 2022 to enable all shareholders to consider them before lodging their proxy votes with the Company's registrar.
    1. Please note that in certain circumstances, prescribed by section 319A of the 2006 Act, the Company need not answer a question.

Shareholder requests under section 527 of the 2006 Act

  1. Under section 527 of the 2006 Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) 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 Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.

Communicating with the Company in relation to the Meeting

    1. Except as provided in Note 15, shareholders who wish to communicate with the Company in relation to the Meeting should do so using the following means:
    2. (a) by writing to the Company Secretary at the Company's registered office address at TOR, Saint-Cloud Way, Maidenhead SL6 8BN; or
    3. (b) by writing to the Company's registrar, Equiniti, at Aspect House, Spencer Road, Lancing BN99 6DA.

No other methods of communication will be accepted. In particular, you may not use any electronic address provided either in the Notice or otherwise in this document or in any related documents (including, without limitation, the Annual Report and the form(s) of proxy) to communicate with the Company for any purpose other than those expressly stated in the Notice, otherwise in this document or in such other related documents.

Inspection of documents

  1. The Executive Directors' service agreements, the terms and conditions of appointment of Non-Executive Directors, a statement of the interests of the Directors (and their families) in the shares of the Company and the Articles are available for inspection at the registered office of the Company during normal business hours from the date of dispatch of the Notice until the end of the Meeting. All of these documents will also be available for inspection at the place of the Meeting for a period of at least 15 minutes prior to the commencement of the Meeting and until the Meeting closes. Copies will also be made available on request by arrangement with the Company Secretary.

Website

  1. A copy of the Notice and other information required by section 311A of the 2006 Act, can be found at www.rank.com.

Appendix 1

Director skills and experience

Please note that full biographies for the Directors can be found on pages 95 and 96 of the Annual Report.

Lucinda Charles-Jones

Non-Executive Director

Appointed as a Non-Executive Director in June 2022.

Key strengths:

  • Extensive remuneration and people experience, both UK and internationally.
  • Experience in strategic development of environmental and social aspects of corporate responsibility.

Previous experience:

Lucinda has more than 25 years' executive-level experience in human resources roles. She was chief people & corporate responsibility officer of AXA UK and Ireland, part of the AXA SA Group from 2015 to 2022 and group HR director for Towergate Partnership Co Ltd from 2011 to 2014. Prior to this, Lucinda was group global HR director for Hays Plc and has also previously held human resources roles at RAC PLC, Consumer Division and Vivendi SA.

Committee membership

– Nominations, Remuneration and ESG & Safer Gambling

Independent

Steven Esom

Non-Executive Director

Appointed as a Non-Executive Director in March 2016.

Key strengths:

  • A wealth of commercial experience at consumer-focused, multi-site, retail businesses.
  • Long-standing plc, strategic and shareholder experience.

Previous experience:

Steven was chair of the GB Boxing board from 2013 to 2021, chair of the British Retail Consortium from 2011 to 2020, the senior independent director at Cranswick Plc from 2009 to 2018 and a non-executive director and chair at Carphone Warehouse from 2005 to 2009. Prior to that, his retail career included 11 years at Waitrose between 1995 and 2007, the last five which were as managing director and a period of time as executive director of food at Marks & Spencer plc. His earlier career was spent at Ladbrokes and Sainsbury's where he held various commercial roles.

Committee membership

– Audit, Nominations and Remuneration (Chair).

Independent

Chew Seong Aun

Non-Executive Director

Appointed as a Non-Executive Director in December 2020.

Key strengths:

  • A breadth of strategic and operational knowledge having worked across a number of companies in the Hong Leong Group.
  • Extensive experience in finance and banking.

Previous experience:

Seong Aun has over 30 years' experience in finance and banking and has been with the Hong Leong Group for more than 15 years. He was the chief financial officer of Hong Leong Financial Group Berhad, an associated company of Guoco Group Limited listed in Malaysia from 2006 to 2020. In his earlier career, Seong Aun held various senior banking positions in the Middle East and Asia. He is an ICEAW qualified Chartered Accountant (FCA) and member of the Asian Institute of Chartered Bankers in Malaysia.

Committee membership

N/A.

Non-independent

Richard Harris

Chief Financial Officer

Appointed to the Board in May 2022.

Key strengths:

  • Has held CFO and senior finance roles in a number of consumerfacing organisations, developing a strong understanding of corporate finance, commercial finance, investor relations and financial reporting.
  • Extensive operational experience, particularly in acquisitions, disposals and business improvement.

Previous experience:

Richard's previous roles include chief financial officer at Foxtons Group plc from 2019 to 2022, group financial controller at Laird Plc from 2016 to 2019, and over 11 years at Marks and Spencer plc where he held a number of senior financial roles. He is a CIMA qualified management accountant.

Committee membership

– Finance

Non-independent

Katie McAlister

Non-Executive Director

Appointed as a Non-Executive Director in April 2021.

Key strengths:

  • Extensive digital and marketing experience, both UK and internationally.
  • Responsible for several digital transformation and business change programmes and a strong interest in environmental, social and governance (ESG) initiatives.

Previous experience:

Katie joined TUI in 1998 and is currently chief marketing officer for TUI Northern Region (UK, Ireland and Nordic). Prior to this, she held a number of senior positions in the commercial division of TUI UK and Ireland with roles in trading, product, and destination services.

Committee membership

– Remuneration, Audit and ESG & Safer Gambling (Chair)

Independent

Alex Thursby

Chair

Appointed to the Board in August 2017 and as Chair in October 2019.

Key strengths:

  • Broad financial and international experience, having worked across multiple markets and product groups in the banking sector for many years.
  • Extensive leadership experience, with a strong understanding of governance and investor relations.

Previous experience:

Alex was a non-executive director at Barclays Bank Plc from 2018 to 2019. He was chief executive officer at National Bank of Dhabi from 2013 to 2016 and a non-executive director at AMMB Holdings Berhad, a Bursa Malaysia listed company and part of the AM Bank Group, from 2008 to 2012. Alex held various senior roles at Australia and New Zealand Banking Group (ANZ) for five years, including CEO of the International Institutional Banking division. Prior to this, he was with Standard Chartered Bank for 21 years, where his roles included head of the wholesale banking client relationship in Northeast Asia.

Committee membership

– Finance (Chair), ESG & Safer Gambling and Nominations (Chair)

Independent

John O'Reilly Chief Executive

Appointed to the Board in May 2018.

Key strengths:

  • Significant and extensive experience of the betting and gaming industry.
  • Proven business leadership with a breadth of strategic, commercial and operational experience. Strong shareholder understanding.

Previous experience:

John was a non-executive director at William Hill Plc from 2017 to 2018, non-executive director and chair at Grand Parade 2015 to 2016 and a non-executive director and chair of the remuneration committee at Telecity Group Plc from 2007 to 2016. He was a senior executive at Gala Coral Group from 2011 to 2015 and prior to this, at Ladbrokes, where he held several senior positions, including managing director of remote betting and gaming, and subsequently, executive director from 2006 to 2010.

Committee membership

– Finance and ESG & Safer Gambling

Non-independent

Karen Whitworth

Senior Independent Director

Appointed to the Board in November 2017 and as Senior Independent Director in January 2022.

Key strengths:

  • Significant strategic, financial and leadership experience gained through a number of senior commercial, operational and governance roles.
  • Extensive knowledge of consumer-facing, multi-site retail, and multi-channel businesses.

Previous experience:

Karen was a non-executive director and chair of the audit committee at Pets at Home Plc. She was a supervisory board member and member of the audit committee at GS1 UK Limited from 2015 to 2018. Karen spent over 10 years at J Sainsburys plc, latterly as director of non-food grocery and new business. Prior to joining J Sainsburys, she was finance director at online entertainment business BGS Holdings Limited and held a number of senior global roles at Intercontinental Hotels Group plc. Her early career was spent at Coopers & Lybrand (now PwC), where she qualified as a chartered accountant.

Committee membership

– Audit (Chair), Remuneration, Nominations and ESG & Safer Gambling

Independent

The Rank Group Plc

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