ROBERT WALTERS PLC

AGM Information • May 8, 2025

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

ROBERT WALTERS PLC

(the "Company")

Passed 29 April 2025

At the annual general meeting of the company, duly convened and held at 09:00 a.m. on 29 April 2025 at 11 Slingsby Place, St. Martin's Courtyard, London WC2E 9AB, the following resolutions were duly passed, as to resolution 13 as an ordinary resolution and as to resolutions 14 to 17 as special resolutions:

• 1. That the Directors of the Company (the "Directors") be and are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all powers of the Company to allot any shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate maximum nominal amount of £4,823,847, provided that this authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of the conclusion of the next Annual General Meeting of the Company to be held in 2026 and 30 June 2026, save that the Company shall be entitled to make or enter into, prior to the expiry of such authority, any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the expiry of such authority and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement as if the authority conferred here had not expired.
• That, if the resolution granting authority to allot shares is passed, the Board be authorised to 14. allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:
  • to allotments for rights issues and other pre-emptive issues;
  • 14.2 to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £1,447,154 (not more than 10% of the issued ordinary share capital excluding treasury shares); and
  • 14.3 to the allotment of equity securities or sale of treasury shares (otherwise than under paragraphs (a) or (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares under paragraph (b), to be used only for a "follow-on" offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-

Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This authority shall expire at the end of the next AGM of the Company or 30 June 2026, whichever is earlier, save that the Company may make offers and enter into agreements before the expiry which would or might require equity securities to be allotted (and treasury shares sold) after the authority expires.

• 15 That if the resolution granting authority to allot shares is passed, the Board be authorised in addition to any authority granted under resolution 14 to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such authority to be:
  • 15.1. I limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,447,154 (not more than 10% of the issued ordinary share capital excluding treasury shares) to be used only for financing (or refinancing within 12 months) an acquisition or specified capital investment.
  • 15.2. I limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment under paragraph (a), to be used only for a "follow-on" offer.

This authority shall expire at the end of the next AGM of the Company or 30 June 2026, whichever is earlier, save that the Company may make offers and enter into agreements before the expiry which would or might require equity securities to be allotted (and treasury shares sold) after the authority expires.

• 16 That the Company be and is authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 20.0p each in the capital of the Company ("ordinary shares"), on such terms and in such manner as the Directors may from time to time determine, provided that:
  • 16.1 The maximum number of ordinary shares here authorised to be purchased is 7.235.770, being such number of ordinary shares as represents 10 per cent of the current issued ordinary share capital of the Company (excluding treasury shares);
  • 16.2 The minimum price (exclusive of any expenses) which may be paid for any ordinary share shall be not less than 20.0p, being the nominal value of each ordinary share;
  • 16.3 The maximum price (exclusive of any expenses) which may be paid for any ordinary share shall be not more than the higher of:
    • 16.3.1 One hundred and five per cent of the average of the market value for an ordinary share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the date on which the ordinary share is contracted to be purchased; and
    • 16.3.2 An amount equal to the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
  • 16.4 Unless previously renewed, varied or revoked, this authority shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company to be held in 2026 and 30 June 2026; and
• 16.5 before its expiry which will or may be executed wholly or partly thereafter and may make a purchase of ordinary shares in pursuance of any such contract as if such authority had not expired.
• 17 That a general meeting of the Company other than an Annual General Meeting of the Company may be called on not less than 14 clear days' notice.

Tony Hunter Company Secretary