DWF GROUP PLC — Proxy Solicitation & Information Statement 2022

Aug 18, 2022

dwf

Notice of Annual General Meeting 2022

To be held at and be broadcast from

20 Fenchurch Street, London EC3M 3AG

on 28 September 2022 at 2.00pm

Shareholders are entitled to attend and vote at the AGM physically and electronically. The Board recommends that shareholders make use of the electronic facilities on offer to participate remotely. To the extent you wish to attend in person, and are able to safely do so in accordance with the prevailing Government guidance and restrictions, the Board kindly requests that you pre-register your intentions to attend by emailing AGM@dwf.law no later than 5.00pm on 27 September 2022. If you are attending in person, please bring photographic identification with you in accordance with building security requirements. If required, further information in respect of in person attendance will be announced closer to the date of the AGM. Any changes to the arrangements for the AGM will be communicated to shareholders before the meeting through dwfgroup.com/en/investors and, where appropriate, announced through a Regulatory Information Service.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in the document or as to the action you should take, you are recommended to seek your own advice from a stockbroker, solicitor, accountant or other independent advisor authorised under the Financial Services and Markets Act 2000, if you are a resident of the United Kingdom, or, if not, another appropriately authorised independent professional advisor.

If you have sold or otherwise transferred all of your shares in DWF Group plc, please forward this document, together with the accompanying documents (except for any personalised forms), as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

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Chair's letter

dwf

DWF Group plc
("DWF" or the "Company")
Registered office:
20 Fenchurch Street
London EC3M 3AG
Telephone: +44 (0)333 320 2220
Website: dwfgroup.com
Incorporated in
England and Wales
No. 11561594

17 August 2022

Notice of Annual General Meeting

Dear Shareholder,

I am writing to give you details of the Company's annual general meeting ("AGM") which will be held and broadcast at 2.00pm on 28 September 2022 from 20 Fenchurch Street, London EC3M 3AG. The formal notice of AGM is set out on pages 4 to 6 of this document and an explanation of the business to be considered and voted on at the AGM is set out on pages 7 to 9.

The AGM is an important event in the Company's corporate calendar and provides an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company. I am looking forward to updating you on the progress we are making on the delivery of our strategy.

Similar to last year, the Company will provide a hybrid AGM with a view to engaging a wide range of shareholders.

Shareholders and their duly appointed representatives and/or proxies are invited to participate either in person, or remotely, which you can access by logging on to web.lumiagm.com/148438544. You will be able to submit your questions by email to AGM@dwf.law and vote in a number of ways, both in advance of and during the AGM. A user guide can be found on pages 12 and 13 in respect of the electronic elements of the AGM, including instructions on how to join the meeting and submit your votes on the day along with the relevant contact details if you encounter any issues.

The Company encourages shareholders to submit any questions they would like to have answered at the AGM by emailing them to AGM@dwf.law in advance, so as to be received no later than 12.30pm on 28 September 2022. You can also submit questions immediately before and during the meeting via web.lumiagm.com/148438544. Where it is not possible to answer any of the questions submitted prior to and during the AGM (for example, due to time constraints), the Directors will endeavour, where appropriate, to answer such questions by publishing thematic responses on the Company's website at dwfgroup.com/en/investors as soon as practicable following the AGM. A full transcript of the meeting will also be uploaded.

Your vote is important to us. We strongly encourage you to vote on all resolutions electronically in advance of the meeting, appointing the Chair as your proxy, whether or not you are ultimately able to attend in person.

The ways to vote, in advance of or at the AGM, are as follows:

1. Register your vote electronically by logging into our Registrar, Equiniti's ("Registrar" or "Equiniti") website sharevote.co.uk. If you have already registered with the Registrar's online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at shareview.co.uk and following the instructions. Please note that votes submitted electronically in this manner should be submitted by no later than 2.00pm on 26 September 2022.
2. Join the AGM online and vote electronically. A user guide can be found on page 13 in respect of the website. Voting on all resolutions on the day will be by way of a poll and web.lumiagm.com/148438544 will open for this purpose from 1.00pm on 28 September 2022. Votes can be cast via web.lumiagm.com/148438544 once the Chair has declared the poll open.
3. Appoint a proxy to vote on your behalf. Fill in the proxy form enclosed with this document and return it to the Registrar as detailed in note 3 on page 10, appoint your proxy electronically as detailed in note 4 on page 10 or, if you are a CREST member, appoint your proxy through the CREST proxy appointment service as detailed in note 5 on page 10. Shareholders who wish to appoint a proxy are recommended to appoint the Chair of the meeting as their proxy. As a result of the changing Government restrictions, if a shareholder appoints someone else as their proxy, that proxy may not be able to attend the meeting in order to cast the shareholder's vote. Please note that the deadline for the receipt by the Registrar of all proxy appointments is 2.00pm on 26 September 2022.

DWF Group plc
Notice of Annual General Meeting 2022

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1. Attend the AGM in person. We strongly encourage you to vote on all resolutions electronically in advance of the meeting, appointing the Chair as your proxy, whether or not you are ultimately able to attend in person. If your intention is to attend, the Board kindly requests that you pre-register your intention to attend by emailing AGM@dwf.law no later than 5.00pm on 27 September 2022.

Dividend

The Group's capital allocation policy is to prioritise having sufficient capital to fund ongoing operating requirements, and to invest in the Group's long-term growth. Taking this into account the Board targets a pay-out ratio of up to 70% of adjusted profit after tax. For FY2020/21 a pay-out ratio of 61% of adjusted profit after tax was applied. For FY2021/22, the Board has proposed a final dividend of 3.25 pence per share, taking the total dividend for the year to 4.75 pence, reflecting a pay-out ratio of 44% of adjusted profit after tax.

The results of the voting will be announced through a Regulatory Information Service and will be published on our website dwfgroup.com/en/investors on 28 September 2022 or as soon as practicable after the AGM.

The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company. The Board unanimously recommends that you vote in favour of each of the resolutions being put to the AGM, as the Directors intend to do in respect of their own beneficial shareholdings (other than in respect of those matters in which they are interested).

Yours faithfully,

Jonathan Bloomer
Chair
DWF Group plc

DWF Group plc
Notice of Annual General Meeting 2022

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of DWF Group plc will be held and be broadcast at 2.00pm on 28 September 2022 from 20 Fenchurch Street, London EC3M 3AG to consider and, if thought fit, pass the resolutions as set out below.

Resolutions 1 to 18 will be proposed as ordinary resolutions and resolutions 19 to 22 will be proposed as special resolutions. Further information on all resolutions is given in the Explanatory Notes on pages 7 to 9.

Ordinary Resolutions

1. To receive the reports of the Directors and Auditor and the audited financial statements of the Company for the financial year ended 30 April 2022.
2. To approve the Directors' Remuneration Policy set out on pages 88 to 101 in the Annual Report and Accounts for the financial year ended 30 April 2022.
3. To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, for the financial year ended 30 April 2022 set out on pages 83 to 114 in the Annual Report and Accounts for the financial year ended 30 April 2022.
4. To declare a final dividend of 3.25 pence per ordinary share for the financial year ended 30 April 2022, payable on 7 October 2022 to ordinary shareholders registered on the Register of Members at the close of business on 9 September 2022.
5. To re-elect Jonathan Bloomer as a Director.
6. To re-elect Chris Sullivan as a Director.
7. To re-elect Sir Nigel Knowles as a Director.
8. To re-elect Chris Stefani as a Director.
9. To re-elect Matthew Doughty as a Director.
10. To re-elect Teresa Colaiani as a Director.
11. To re-elect Samantha Duncan as a Director.
12. To re-elect Luke Savage as a Director.
13. To re-elect Seema Bains as a Director.
14. To re-elect Michele Cicchetti as a Director.
15. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid.

16. To authorise the Audit Committee for and on behalf of the Board to determine the remuneration of the Auditor.

17. That, in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:

a. make political donations to political parties or independent election candidates, not exceeding £100,000 in total;
b. make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
c. incur political expenditure not exceeding £100,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of the passing of this resolution and ending at the close of business on 27 December 2023 or, if sooner, the conclusion of the next annual general meeting of the Company after the passing of this resolution, unless previously renewed, varied or revoked by the Company in general meeting.

For the purpose of 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 Companies Act 2006.

18. That:

a. in substitution for all existing authorities, the Directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:

i. up to a maximum nominal amount of £1,084,509 (such amount to be reduced by the nominal amount of any equity securities (as defined in section 560 of the Companies Act 2006) allotted under paragraph (ii) below in excess of £1,084,509); and
ii. comprising equity securities (as defined in section 560 of the Companies Act 2006) up to a maximum nominal amount of £2,169,018 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue:

A. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
B. to holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical

DWF Group plc

Notice of Annual General Meeting 2022

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problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter;

b. this authority shall expire at the earlier of the conclusion of the next annual general meeting of the Company after the passing of this resolution or the close of business on 27 December 2023, unless previously renewed, varied or revoked by the Company in general meeting; and

c. the Company may, before this authority expires, or if this authority is previously renewed, varied or revoked, before this authority is previously renewed, varied or revoked, make an offer or agreement which would or might require shares to be allotted or rights to be granted after it expires and the Directors may allot shares or grant rights in pursuance of such offer or agreement as if this authority had not expired.

Special Resolutions

1. That, in substitution for all existing authorities and subject to the passing of resolution 18:

a. the Directors be given power:

i. to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred on them by resolution 18 under section 551 of that Act; and

ii. to allot equity securities as defined in section 560(3) of that Act (sale of treasury shares) for cash, in either case as if section 561 of that Act did not apply to the allotment, but this power shall be limited:

A. to the allotment of equity securities in connection with an offer or issue of equity securities (but, in the case of the authority granted under resolution 18(a) (ii), by way of a rights issue only) to or in favour of:

a. holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

b. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and

B. to the allotment of equity securities pursuant to the authority granted under resolution 18(a)(i) and/or by virtue of section 560(3) of the Companies Act 2006 (in each case otherwise than under paragraph A above) up to a maximum nominal amount of £162,676;

b. this power shall expire at the earlier of the conclusion of the next annual general meeting of the Company after the passing of this resolution or the close of business on 27 December 2023, unless previously renewed, varied or revoked by the Company in general meeting; and

c. the Company may, before this power expires, or if this authority is previously renewed, varied or revoked, before this authority is previously renewed, varied or revoked, make an offer or agreement which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

1. That, subject to the passing of resolution 18:

a. in addition to any authority granted under resolution 19, the Directors be given power:

i. to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred on them by that resolution under section 551 of that Act; and

ii. to allot equity securities as defined in section 560(3) of that Act (sale of treasury shares) for cash, in either case as if section 561 of that Act did not apply to the allotment, but this power shall be:

A. limited to the allotment of equity securities up to a maximum nominal amount of £162,676; and

B. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines 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;

b. this power shall expire at the earlier of the conclusion of the next annual general meeting of the Company after the passing of this resolution or the close of business on 27 December 2023, unless previously renewed, varied or revoked by the Company in general meeting; and

c. the Company may, before this power expires, or if this authority is previously renewed, varied or revoked, before this authority is previously renewed, varied or revoked, make an offer or agreement which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

DWF Group plc

Notice of Annual General Meeting 2022

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Notice of Annual General Meeting continued

1. That, in accordance with section 701 of the Companies Act 2006, the Company is generally and unconditionally authorised to make market purchases (within the meaning of section 693 of that Act) of ordinary shares in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Directors of the Company may determine, provided that:

a. the maximum number of Ordinary Shares that may be purchased under this authority is 32,535,286;
b. the minimum price which may be paid shall be the nominal value of that Ordinary Share (exclusive of expenses payable by the Company in connection with the purchase);
c. the maximum price which may be paid for any Ordinary Share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of:

i. an amount equal to 105% of the average of the middle market prices shown in the quotations for the Ordinary Shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased; 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;

d. this authority shall expire at the earlier of the conclusion of the next annual general meeting of the Company after the passing of this resolution, or the close of business on 27 December 2023 unless renewed before that time; and
e. the Company may make a contract or contracts to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract.

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

Darren Drabble

Group General Counsel and Company Secretary
17 August 2022
Registered office: 20 Fenchurch Street, London EC3M 3AG
Registered in England and Wales No.11561594

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DWF Group plc
Notice of Annual General Meeting 2022

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Explanatory notes

The following pages provide further details of the resolutions being proposed at the AGM.

Resolutions 1 to 18 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed by members, more than half of the total votes validly cast must be in favour of the resolution. Resolutions 19 to 22 are proposed as special resolutions. For each of these resolutions to be passed, at least three quarters of the total votes validly cast must be in favour of the resolution.

Resolution 1— Annual Report and Accounts

The Board asks that shareholders receive the reports of the Directors and Auditor and the audited financial statements of the Company for the financial year ended 30 April 2022.

Resolution 2 — Directors' Remuneration Policy

Shareholders are requested to approve the Directors' Remuneration Policy (the "Policy") set out on pages 88 to 101 of the Directors' Remuneration Report contained within the 2022 Annual Report and Accounts. The Policy will apply from 28 September 2022 (the date of the AGM) and is intended to remain in place for three years. Once the Policy takes effect, the Company will not be able to make a remuneration payment to a current or future Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the Policy or has been approved by a resolution of the members of the Company.

Resolution 3 — Directors' Remuneration Report

Resolution 3 seeks shareholder approval of the Directors' Remuneration Report, which can be found on pages 83 to 114 of the 2022 Annual Report and Accounts, other than the part containing the Directors' Remuneration Policy. The Directors' Remuneration Report gives details of the implementation of the Company's existing Remuneration Policy which is available at dwfgroup.com/en/investors. The vote on resolution 3 is advisory in nature and Directors' entitlement to remuneration is not conditional on it.

Resolution 4 — Declaration of dividend

The Directors are recommending a final dividend on the Company's ordinary shares of 3.25 pence per ordinary share, payable on 7 October 2022 to all shareholders on the Register of Members of the Company as at close of business on 9 September 2022. A final dividend can only be paid after the shareholders at general meeting have approved it.

Resolutions 5 to 14 — Re-election of Directors

In accordance with the Company's Articles of Association and the recommendations in the UK Corporate Governance Code, all Directors are subject to annual re-election.

At this year's AGM, all the Directors will stand for re-election. The Board believes that each Director standing for re-election brings considerable and wide-ranging skills and experience to the Board as a whole. All Directors proposed for re-election will be subject to an annual performance review and the Board confirms that they all make an effective and valuable contribution to the deliberations of the Board and demonstrate commitment to their roles.

Biographical details of our Directors are available on our website dwfgroup.com/en/investors and on pages 58 and 59 of the 2022 Annual Report and Accounts. It is the Board's view that these biographical details illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Resolutions 15 and 16 — Appointment and remuneration of the Auditor

The Company is required at each general meeting at which accounts are presented to shareholders to appoint an auditor to hold office until the next such meeting. Resolution 15, which has been recommended to the Board by the Audit Committee, seeks the re-appointment of PwC as the Company's Auditor. Resolution 16 proposes to give the Audit Committee authority to determine the remuneration of the Auditor, for and on behalf of the Board.

Resolution 17 — Authority to make political donations/ incur political expenditure in the European Union (EU)

Resolution 17 concerns Part 14 of the Companies Act 2006 which provides that political donations made by a company to political parties, other political organisations and independent election candidates or political expenditure incurred by a company must be authorised in advance by shareholders.

It is the Company's policy not to make donations to, or incur expenditure on behalf of, political parties, other political organisations or independent election candidates and the Board has no intention of changing this policy. However, as a result of the wide definitions in the Companies Act 2006, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the Government and political parties at local, national and European level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Companies Act 2006. Accordingly, authority is being sought as a precaution to ensure that the Company's normal business activities do not infringe the Companies Act 2006.

Resolution 17 seeks authority for the Company and its subsidiaries to make political donations to political parties or independent election candidates, to other political organisations, or to incur political expenditure up to an aggregate limit of £100,000 in the period ending at the close of business on 27 December 2023 or, if earlier, the conclusion of the next AGM. This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Companies Act 2006 and is intended to authorise normal donations and expenditure. Under the Companies Act 2006, this authority may be for a period of up to four years. However, in line with corporate governance best practice, the Company seeks to renew the authority on an annual basis.

Any political donation made or political expenditure incurred which is in excess of £200 will be disclosed in the Company's annual report for next year, as required by the Companies Act 2006. The authority will not be used to make political donations within the normal meaning of that expression.

DWF Group plc
Notice of Annual General Meeting 2022

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Explanatory notes continued

Resolution 18 — Authority to allot shares

The purpose of this resolution is to renew the Directors' powers (granted at the 2021 Annual General Meeting of the Company and set to expire at the AGM) to allot shares in the Company. The resolution, which is in line with institutional guidelines issued by the Investment Association, authorises the Directors: (a) to allot ordinary shares (or grant rights to subscribe for, or convert any securities into, ordinary shares) up to an aggregate nominal amount equal to £1,084,509 (representing 108,450,900 ordinary shares of 1p each). This amount represents one-third (33.33%) of the issued ordinary share capital of the Company as at 12 August 2022 (being the latest practicable date prior to the issue of the Notice of Meeting); and (b) to allot ordinary shares in connection with a rights issue up to an aggregate nominal amount equal to £2,169,018 (representing 216,901,800 ordinary shares of 1p each), as reduced by the nominal amount of any shares previously issued under paragraph (i) of this resolution. This amount (before any reduction) represents two-thirds (66.66%) of the issued ordinary share capital of the Company as at 12 August 2022 (being the latest practicable date prior to issue of the notice of AGM (the 'Notice of Meeting')). The authorities sought in paragraph (a) of resolution 18 are in substitution for all other existing authorities, and are without prejudice to previous allotments made under such existing authorities. The authorities sought under this resolution will expire on the earlier of 27 December 2023 and the conclusion of the AGM of the Company held in 2023 (unless otherwise varied, revoked or renewed). The Directors have no present intention to exercise the authorities sought under this resolution or allot shares other than pursuant to employee share plans. However, the Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place in appropriate circumstances. The Directors intend to take note of relevant corporate governance guidelines in the use of such powers in the event that such authority is exercised.

Resolutions 19 and 20 — General and additional disapplication of pre-emption rights

These two resolutions will be proposed as separate special resolutions in line with institutional shareholder guidelines, including the Investment Association's Share Capital Management Guidelines and the Pre-Emption Group's Statement of Principles as updated in March 2015.

Resolution 19 would, if passed, give the Directors the authority to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without the Company offering them to existing shareholders in proportion to their existing shareholdings. This authority would be limited to: (a) allotments or sales in connection with pre-emptive offers to ordinary shareholders and holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary; and/or (b) otherwise up to an aggregate nominal amount of £162,676 (representing 16,267,600 ordinary shares of 1p each) which is 5% of the issued ordinary share capital of the Company as at 12 August 2022 (being the latest practicable date prior to the issue of the Notice of Meeting).

Resolution 20 would, if passed, allow non pre-emptive issues up to an additional nominal amount of £162,676 (representing 16,267,600 ordinary shares of 1p each) which is 5% of the issued ordinary share capital of the Company as at 12 August 2022 (being the latest practicable date prior to the issue of the Notice of Meeting). The authority would only be used in connection with an acquisition or specified capital investment of a kind contemplated by the Pre-emption Group's Statement of Principles, and which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is referred to in the announcement of the issue.

The maximum nominal value of equity securities which could be allotted if the authorities in both resolution 19 and resolution 20 were used would be £325,352, which represents 10% of the issued share capital of the Company as at 12 August 2022.

The Board confirms its intention not to allot shares for cash on a non pre-emptive basis in excess of an amount equal to 7.5% of the issued ordinary share capital of the Company (excluding any treasury shares) within a rolling three-year period without prior consultation with shareholders, except in connection with an acquisition or specified capital investment as referred to above.

The Board considers the authorities in these two resolutions to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emptive provisions. The Board has no present intention to make use of these authorities. The authorities will expire on the earlier of 27 December 2023 and the conclusion of the AGM of the Company to be held in 2023 (unless otherwise varied, revoked or renewed).

Resolution 21 — Authority to make market purchases of own shares

Resolution 21, which will be proposed as a special resolution, seeks to give the Company authority to buy back its own ordinary shares in the market as permitted by the Companies Act 2006. The authority limits the number of shares that could be purchased to a maximum of 32,535,286 ordinary shares (representing 10% of the issued ordinary share capital) of the Company as at 12 August 2022 (being the latest practicable date prior to the issue of the Notice of Meeting). This authority will expire on the earlier of 27 December 2023 and the conclusion of the AGM of the Company to be held in 2023 (unless otherwise varied, revoked or renewed). The Directors have no present intention of exercising the authority to make market purchases. However, the authority provides the flexibility to allow them to do so in the future. The Directors will exercise this authority only when to do so would be in the best interests of the Company and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company. Ordinary shares purchased by the Company pursuant to this authority may either be held as treasury shares or cancelled by the Company and the number of ordinary shares reduced accordingly, depending on which course of action is considered by the Directors to be in the best interests of shareholders at that time. Shares held in treasury may be cancelled, sold for cash or used for the purposes of employee share plans.

Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of those shares.

Furthermore, no dividend or other distribution of the Company's assets may be made to the Company in respect of the shares held in treasury. The minimum price, exclusive of expenses, which may be paid for an ordinary share is 1p, its nominal value.

DWF Group plc
Notice of Annual General Meeting 2022

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The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.

The Company has options and awards outstanding over 39,568,765 ordinary shares, representing 12.16% of the Company's issued ordinary share capital as at 12 August 2022 (being the latest practicable date prior to the issue of the Notice of Meeting). If the authority now being sought by resolution 21, and the existing authority granted at the 2021 Annual General Meeting of the Company, were to be used in full, the total number of options and awards outstanding would represent 15.20% of the Company's issued ordinary share capital at that date. As at 12 August 2022 (being the latest practicable date prior to the issue of the Notice of Meeting), the Company held no ordinary shares in treasury.

Resolution 22 — Notice of general meetings

The Directors wish to obtain the flexibility and benefit from the ability to call general meetings on 14 clear days' notice and this resolution, which is proposed as a special resolution, seeks authority from shareholders for this flexibility. Such approval will not affect annual general meetings, which will continue to be held on at least 21 clear days' notice. In the event that this authority is to be exercised, the Directors will ensure that it is not used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The Company intends to meet the requirements for a means of electronic voting to be made available to all shareholders before calling a meeting on 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

DWF Group plc
Notice of Annual General Meeting 2022

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Shareholder information

Your attention is drawn to the notes below and the arrangements put in place by the Company set out on page 12 of this Notice of Meeting. Given that you may be unable to attend the meeting in person, it is advised that you appoint the Chair as a proxy to vote on your behalf in accordance with the procedure set out in the notes below.

1. Only persons entered on the Register of Members of the Company at 6.30pm on 26 September 2022 (or, in the event of any adjournment, at 6.30pm on the date falling two days (excluding non-working days) before the time of the adjourned meeting) are entitled to attend and vote at the meeting in person, electronically or by proxy and the number of ordinary shares then registered in their respective names shall determine the number of votes such persons are entitled to cast on a poll at the meeting.

2. Changing UK Government guidance and restrictions may mean that neither you nor any other person you might appoint as your proxy will be able to attend the AGM and vote in person. You are still entitled to participate electronically in the meeting. A member will also still be entitled to appoint a proxy to exercise all or any of its, his or her rights to attend and to speak and vote instead of it, him or her electronically at the meeting. A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares. A proxy need not be a member of the Company. If you appoint another person as your proxy, that person may not, as a result of potential changes to Government restrictions and guidance, be permitted to attend the AGM in person and vote on your behalf, and therefore you are strongly encouraged to appoint the Chair of the meeting as your proxy. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice of Meeting. The person you appoint as proxy must vote in accordance with your instructions. If you do not give them any instructions, a proxy may vote or not vote as he or she sees fit on any business of the AGM. Appointing a proxy in this way will not prevent you from attending and voting at the AGM electronically or in person should the situation and the applicable restrictions change such that you wish to do so.

3. The form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a notarially certified or office copy of such power of attorney or authority, must be received by the Company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA no later than 48 hours (excluding non-working days) before the time appointed for the meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the meeting either in person or electronically instead of the proxy. You must inform the Company's Registrars in writing of any termination of the authority of a proxy.

4. You may submit an electronic proxy appointment by logging into Equiniti's website sharevote.co.uk. Members will need their Voting ID, Task ID and Shareholder Reference Number ("SRN"), printed on the face of the accompanying proxy form. Full details of the procedures are given on the website. If you have already registered with the Registrar's online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at shareview.co.uk and clicking on the link to vote, and following the website instructions.

5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.

6. 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 by logging in at 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 2.00pm on 26 September 2022. 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 Application 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.

7. 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 message. 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, 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.

DWF Group plc

Notice of Annual General Meeting 2022

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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.

2. 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 the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2.00pm on 26 September 2022 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.

3. A person to whom this Notice of Meeting is sent who is a person nominated under section 146 of the Companies Act 2006 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 AGM. 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.

4. The statement of the rights of members in relation to the appointment of proxies in paragraphs 2, 3 and 4 above does not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.

5. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

6. As at 12 August 2022 (being the latest practicable date prior to the issue of this Notice of Meeting), the Company's issued share capital consists of 325,352,865 ordinary shares carrying one vote each. No shares are held in treasury. Therefore, the total voting rights in the Company as at 12 August 2022 are 325,352,865.

7. Copies of the service contracts of the Executive Directors and the Non-Executive Directors' terms of appointment are available for inspection at the registered office of the Company during normal business hours from the date of this Notice of Meeting and at the place of the meeting for a period from 15 minutes immediately before the meeting until its conclusion. Please email AGM@dwf.law during normal business hours on any weekday (excluding public holidays) to arrange an appointment.

8. All resolutions will be put to vote on a poll. This will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each shareholder has one vote for every share held.

9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that they do not do so in relation to the same shares.

10. Under section 527 of the Companies Act 2006, members 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 AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting such website publication to pay its expenses in complying with section 527 or 528 of the Companies Act 2006, and 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 AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on its website.

11. A member attending the meeting has the right to ask questions. The Company strongly encourages shareholders to submit any questions they would like to have answered at the AGM by email to AGM@dwf.law in advance, so as to be received no later than 12.30pm on 28 September 2022. You will also be able to submit questions from 1.00pm on 28 September 2022 and during the AGM via web.lumiagm.com/148438544. The Company must cause to be answered any such questions relating to the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or 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. Where it is not possible to answer any of the questions submitted at the AGM (for example, due to time constraints), the Directors will endeavour, where appropriate, to answer such questions by publishing thematic responses on the Company's website at dwfgroup.com/en/investors as soon as practicable following the AGM.

12. A copy of this Notice of Meeting and other information required by section 311A of the Companies Act 2006 can be found at dwfgroup.com/en/investors.

13. You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

DWF Group plc
Notice of Annual General Meeting 2022
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Website user guide and process for AGM

Electronic Meeting

For the 2022 Annual General Meeting, DWF Group plc will be enabling shareholders to attend and participate in the meeting electronically, should they wish to do so. This can be done by accessing the AGM website, web.lumiagm.com/148438544.

Accessing the Lumi AGM Website

Lumi AGM can be accessed online using most well-known internet browsers such as Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the AGM using this method, please go to web.lumiagm.com/148438544 on the day.

Logging In

On accessing the meeting platform, you will be asked to enter your unique SRN and PIN (which is the first two and last two digits of your SRN). These can be found printed on your form of proxy. Access to the meeting via the website will be available from 1.00pm on 28 September 2022; however, please note that your ability to vote will not be enabled until the Chair formally declares the poll open.

Broadcast

The meeting will be broadcast with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceeding of the meeting on your device, as well as being able to see the slides of the meeting which will include the resolutions to be put forward to the meeting, these slides will progress automatically as the meeting progresses.

Voting

Once the Chair has formally opened the meeting, they will explain the voting procedure. Voting will be enabled on all resolutions at the start of the formal meeting on the Chair's instruction. This means shareholders may, at any time while the poll is open, vote electronically on any or all the resolutions in the Notice of Meeting, resolutions will not be put forward separately.

Once the resolutions have been proposed, the list of resolutions will appear along with the voting options available. Select the option that corresponds with how you wish to vote, "FOR", "AGAINST" or "WITHHELD". Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received - there is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure at the end of the meeting.

Questions

Questions on the day can be submitted either as text via the Lumi messaging function or verbally via the Virtual Mic. Details of how to access the Virtual Mic will be provided on the day of the meeting, once you are logged into the Lumi platform.

To ask a question via the Lumi Messaging function, select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click on the arrow icon to the right of the text box.

Questions will be moderated before being sent to the Chair. This is to avoid repetition and ensure the smooth running of the meeting. If multiple questions on the same topic are received, the Chair may choose to provide a single answer to address shareholder queries on the same topic.

Requirements

An active internet connection is always required in order to allow you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

Duly appointed proxies and corporate representatives

To receive your unique SRN and PIN please contact the Company's registrar Equiniti by emailing:

hybrid.help@equiniti.com. To avoid any delays accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.

Mailboxes are monitored 9.00am to 5.00pm Monday to Friday (excluding public holidays in England & Wales).

DWF Group plc

Notice of Annual General Meeting 2022

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Online guide

Meeting URL: web.lumiagm.com/148438544
To login you must have your SRN and PIN

1

Shareholders can participate the meeting remotely, via: web.lumiagm.com/148438544. This can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone. If a shareholder attempts to login to the website before the meeting is live*, a pop-up dialogue box will appear.

*1.00pm on 28 September 2022

2

On accessing the meeting platform, you will be asked to enter your unique SRN and PIN (which is the first two and last two digits of your SRN).

3

Once logged in, and at the commencement of the meeting, you will be able to follow the proceedings on your device.

4

To view the meeting presentation, expand the "Broadcast Panel", located at the bottom of your device. If viewing through a browser, it will appear automatically.

5

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

Scroll through the list to view all resolutions.

6

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

Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received, there is no submit button.

To vote on all resolutions displayed select the "vote all" option at the top of the Screen.

7

To change your vote, reselect your choice. To cancel your vote, select the "cancel" button. You will be able to do whilst the poll remains open and before the Chair announces its closure.

8

To ask a question, select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click on the arrow icon to the right of the text box.

DWF Group plc

Notice of Annual General Meeting 2022

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DWF Group plc
Notice of Annual General Meeting 2022

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DWF Group plc
Notice of Annual General Meeting 2022
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dwf

DWF Group plc
20 Fenchurch Street
London EC3M 3AG
T: +44 (0)333 320 2220
in
dwfgroup.com