Pre-Annual General Meeting Information • Mar 31, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your shares in Reach plc please forward this document to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
(Incorporated and registered in England and Wales No. 82548)
This document contains notice of an additional resolution to be proposed at the 2025 annual general meeting to be held at 11:00 a.m. on Thursday, 1 May 2025 at Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF.
Shareholders who have already returned a proxy form or submitted a proxy appointment in advance of the annual general meeting, should refer to the section entitled "Action to be taken" in this document. This section provides information on the action that all shareholders should take in relation to appointing a proxy so that it relates to all the resolutions to be proposed at the annual general meeting.
Reach plc (Incorporated and registered in England and Wales No. 82548)
You will have recently received a notice of the 120th annual general meeting (Notice of Meeting) of Reach plc (the Company) to be held at 11:00 a.m. on Thursday, 1 May 2025 at Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF (the Meeting).
I am writing to you with notice of an additional resolution to be proposed at the Meeting (Additional Resolution), along with the other resolutions set out in the Notice of Meeting, which you will be asked to consider and vote on. The Additional Resolution is set out on page 4 of this document. In addition, resolution 5 in the Notice of Meeting will not be put to a vote at the Meeting and will be withdrawn following the announcement on 31 March 2025 that Jim Mullen is stepping down as a director with immediate effect.
It was announced on 31 March 2025 that Piers North had been appointed as Chief Executive Officer (CEO) and as a director of the Company with effect from 31 March 2025.
All directors of the Company retire at the Meeting and accordingly the Additional Resolution is required to elect Piers North to the Board as a director of the Company.
Piers North Chief Executive Officer
Skills, experience and contribution: Piers is an established leader in digital media and online advertising, having spent nearly 30 years working in the field. He has significant experience in strategic digital transformation and delivering revenue growth, bringing a wealth of knowledge and insight to the Board in these areas. Piers has been an Executive Committee member for nearly five years, contributing extensively to the strategic direction and performance of the Company. He got his start in an online journalism role before moving on to the commercial side of the media industry. He then held various digital strategy positions, including ten years at Yahoo, before joining Reach as Digital Strategy Director in 2014. He was promoted to Chief Revenue Officer in 2020, where he was responsible for overseeing all of the Group's advertising and commercial revenues across print and digital.
Registered office
One Canada Square Canary Wharf London E14 5AP
The directors believe that it is appropriate that Piers North, as CEO, is elected to the Board. Piers has a strong record of leadership and delivery at the Company and brings experience from both within the Company and wider industry.
Voting on the Additional Resolution, along with the other resolutions (except for resolution 5 that is being withdrawn) set out in the Notice of Meeting, will be conducted by way of a poll.
You may appoint a proxy: (i) by post (please detach the proxy form, fill it in, sign it and send it to Equiniti in the reply paid envelope provided); or (ii) electronically at www.shareview.co.uk; or (iii) for CREST participants by lodging proxy appointments via CREST; or (iv) for institutional investors by lodging proxy appointments via Proxymity.
If you are appointing a proxy using the proxy form enclosed with the Notice of Meeting and you have not already returned your proxy form, use the revised proxy form enclosed with this document and you will be able to vote on all resolutions including the Additional Resolution.
If you have already returned your proxy form, or already voted, to ensure your vote is counted please resubmit your vote using the revised proxy form in respect of all resolutions (including the Additional Resolution) enclosed with this document for use at the Meeting to vote on all the resolutions, including the Additional Resolution. Shareholders are strongly encouraged to submit their proxy form in advance of the Meeting. Whether or not you propose to attend the Meeting in person, it is important that you complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and in any event no later than 11:00 a.m. on Tuesday, 29 April 2025.
If you are appointing a proxy electronically, whether online or through CREST, and you have not already submitted your electronic proxy appointment, when you do so now you will be able to vote on all resolutions, including the Additional Resolution.
If you have submitted your proxy appointment electronically, whether online or through CREST, to ensure your vote is counted please resubmit your vote on all the resolutions, including the Additional Resolution.
The deadline for receipt of electronic proxies is no later than 11:00 a.m. on Tuesday, 29 April 2025. Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the Meeting by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.
CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider(s). The completion and return of a proxy form will not preclude you from attending the Meeting and voting in person. Further details of submitting proxy documentation can be found in the explanatory notes on your proxy form.
If you have already returned a proxy form or submitted your electronic proxy appointment and now do nothing, the proxy appointment you have already made in respect of the resolutions in the Notice of Meeting dated 20 March 2025 will not be counted and will not be valid.
You will find further information on proxy appointments in the notes 5 to 9 on pages 5 and 6 of this document.
Making your proxy appointments will not preclude you from attending the Meeting and voting in person if you wish to do so.
Your directors consider the Additional Resolution which is to be proposed at the Meeting is in the best interests of the Company and its shareholders as a whole. Your directors unanimously recommend shareholders to vote in favour of the Additional Resolution as each of your directors intends to do in respect of their own shareholdings.
Yours faithfully,
Nick Prettejohn Chairman
The 120th annual general meeting of Reach plc (the Company or Group) will be held at 11:00 a.m. on Thursday, 1 May 2025 at Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF (the Meeting) (notice of which was given on 20 March 2025).
In addition to the 20 resolutions set out in the Notice of Annual General Meeting 2025 dated 20 March 2025 (of which this document forms part), the following additional resolution (resolution 21) will be proposed as an ordinary resolution:
By order of the Board
Laura Harris Company Secretary
One Canada Square Canary Wharf London E14 5AP
31 March 2025
A proxy form is enclosed with this document, and members who wish to use it should see that it is deposited, duly completed, together with any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) with the Company's registrar, Equiniti, not less than 48 hours before the time fixed for the Meeting. Completion and posting of the proxy form will not preclude shareholders from attending and voting in person at the Meeting should they wish to do so. You may appoint a proxy: (i) by post (please detach the proxy form, fill it in, sign it, and send it to Equiniti in the reply paid envelope provided); or (ii) electronically at www.shareview.co.uk; or (iii) for CREST participants by lodging proxy appointments via CREST; or (iv) for institutional investors by lodging proxy appointments via Proxymity.
A proxy appointment submitted by hard copy form or made electronically will not be valid if sent to any address other than those provided or if received after 11:00 a.m. on Tuesday, 29 April 2025. Please note that any electronic communication found to contain a computer virus will not be accepted.
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 instruction, as described in the CREST Manual (available via www.euroclear.com).
The message, regardless of whether it constitutes the appointment of a proxy or is 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 RA19) by the latest time(s) for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time-stamp 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.
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 services 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 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 (www.euroclear.com). 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 (as amended).
Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Equiniti. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:00 a.m. on Tuesday, 29 April 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.
All such documents will also be available for inspection at Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF from 10:45 a.m. on Thursday, 1 May 2025 until the conclusion of the Meeting.
If you do not provide this information, you will still receive a dividend statement, however you will not receive the money until your bank details are received, after which, payment will be credited to your account as soon as possible.
You can provide your bank details online or download a bank mandate form at www.shareview.co.uk, or you can contact Equiniti by telephone on +44 (0) 371 384 2235. Please note lines are open from 8:30 a.m. to 5:30 p.m. (UK time) Monday to Friday, excluding public holidays in England and Wales.

Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF.
| Underground | St. Paul's station on the Central Line, or Mansion House station on the District and |
|---|---|
| Circle Lines (approx. 5–10 mins walk). | |
| Buses | 11, 141, 21, 25, 26, 521, 8. |
| 10:00 a.m. | Registration desks open. Light refreshments (tea and coffee) will be available. |
|---|---|
| 11:00 a.m. | The AGM starts and will be held in the Auditorium on the ninth floor. |
Cameras, telephones, other mobile devices, tape recorders and video cameras cannot be used in the Meeting. It is a condition of entry to the Meeting that all bags and packages will be subject to random search.
Registered Office: One Canada Square, Canary Wharf, London, E14 5AP T: 020 7293 3000
www.reachplc.com
Registered in England and Wales Company number: 82548
Have a question? We'll get back to you promptly.