Future PLC — Proxy Solicitation & Information Statement 2019

Dec 13, 2019

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Future plc invites you to attend the Annual General Meeting of the Company to be held at Future's London Office, 1-10 Praed Mews, London W2 1QY on 5 February 2020 at 10.30 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 5 February 2020

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 3 February 2020 at 10.30 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1443 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast there at will be determined by reference to the Register of Members of the Company at close of business on the day which is two business days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 10.30 am on 3 February 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1443 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

	Ordinary Resolutions	For	Against	Withheld
1.	To receive and adopt the audited financial statements of the Company for the financial year ended 30 September 2019 and the reports of the Directors and the auditors (the "Annual Report").
2.	To approve the Directors' remuneration implementation report as set out in pages 87 to 96 of the Annual Report of the Company for the financial year ended 30 September 2019.
3.	To approve the amendments to the Remuneration policy for the three year period commencing on 1 October 2019 as set out in pages 78 to 86 of the Annual Report of the Company.
4.	To declare a final dividend upon the recommendation of the directors for the year ended 30 September 2019 of 1.0p per ordinary share payable on 14 February 2020 to shareholders on the register at the close of business on 17 January 2020.
5.	To re-elect as a Director Alan Newman.
6.	To re-elect as a Director Rob Hattrell.
7.	To re-elect as a Director Richard Huntingford.
8.	To re-elect as a Director Zillah Byng-Thorne.
9.	To re-elect as a Director Penny Ladkin-Brand.
10.	To re-elect as a Director Hugo Drayton.
11.	To reappoint PricewaterhouseCoopers LLP, Chartered Accountants and Registered Auditors, as auditors of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.
12.	To authorise the Directors to determine the remuneration of the auditors of the Company.
13.	To confer on the Directors a general authority to allot shares.
14.	To authorise the Company and subsidiaries to make political donations.
	Special Resolutions
15.	To authorise Directors to disapply statutory pre-emption rights relating to Ordinary shares allotted under the authority granted by resolution 11 (customary 5%).
16.	To authorise Directors to disapply pre-emption rights to a further 5% in connection with an acquisition or specified capital investment.
17.	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

18. To amend the Articles of Association by the replacement of Article 13.3, as described in the Notice of Annual General Meeting.

Vote

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Future plc to be held at Future's London Office, 1-10 Praed Mews, London W2 1QY on 5 February 2020 at 10.30 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote						Please use a black pen. Mark with an X inside the box as shown in this example.			Vote
	Ordinary Resolutions	For	Against	Withheld				For	Against	Withheld
1.	To receive and adopt the audited financial statements of the Company for the financial year ended 30 September 2019 and the reports of the Directors and the auditors (the "Annual Report").				10.	To re-elect as a Director Hugo Drayton.
2.	To approve the Directors' remuneration implementation report as set out in pages 87 to 96 of the Annual Report of the Company for the financial year ended 30 September 2019.				11.	To reappoint PricewaterhouseCoopers LLP, Chartered Accountants and Registered Auditors, as auditors of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.
3.	To approve the amendments to the Remuneration policy for the three year period commencing on 1 October 2019 as set out in pages 78 to 86 of the Annual Report of the Company.				12.	To authorise the Directors to determine the remuneration of the auditors of the Company.
4.	To declare a final dividend upon the recommendation of the directors for the year ended 30 September 2019 of 1.0p per ordinary share payable on 14 February 2020 to shareholders on the register at the close of business on 17 January 2020.				13.	To confer on the Directors a general authority to allot shares.
5.	To re-elect as a Director Alan Newman.				14.	To authorise the Company and subsidiaries to make political donations.
6.	To re-elect as a Director Rob Hattrell.				15.	Special Resolutions To authorise Directors to disapply statutory pre-emption rights relating to Ordinary shares allotted under the authority granted by resolution 11 (customary 5%).
7.	To re-elect as a Director Richard Huntingford.				16.	To authorise Directors to disapply pre-emption rights to a further 5% in connection with an acquisition or specified capital investment.
8.	To re-elect as a Director Zillah Byng-Thorne.				17.	That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
9.	To re-elect as a Director Penny Ladkin-Brand.				18.	To amend the Articles of Association by the replacement of Article 13.3, as described in the Notice of Annual General Meeting.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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