International Distributions Service

AGM Information • Jul 17, 2020

						Notice of Availability Please note that the Notice of Annual General Meeting and the Annual Report and Financial Statements 2019-20 are also now available to view on the Royal Mail plc website at www.royalmailgroup.com/investor-centre
						Due to the social distancing measures in place in relation to COVID-19, shareholders will regrettably not be able to attend the Annual General Meeting (AGM) in person. Instead, we strongly encourage you to either vote in advance electronically or submit the Form of Proxy appointing the Chairman of the Meeting as Proxy.
						Please refer to the Notice of AGM for more information.
	Royal Mail plc General Meeting (the AGM)					3927-046-S
	Proxy Form for the Annual Please note that the AGM is a private meeting for the shareholders and duly authorised proxies/representatives. Due to COVID-19 restrictions prohibiting public gatherings, shareholders will not be allowed to attend in person. Voting ID:	Task ID:				Shareholder Reference Number:
	I/We hereby appoint the Chairman of the meeting, or the AGM of Royal Mail plc (the Company) to be held on Tuesday 8 September 2020 at 13:00 and at any adjournment of that meeting.					as my/our proxy to vote on my/our behalf at
	Resolutions The full wording of the resolutions and summary biographical details of all Directors standing for appointment at the 2020 AGM are contained in the
	Notice of AGM. Please write an X in the For, Against or Vote Withheld box for each resolution below.	For	Against	Vote Withheld			For	Against	Vote Withheld
	To receive the Company's annual financial statements and the Directors' and Auditor's reports.				11.	To re-appoint Lynne Peacock as a Director of the Company.			
	To approve the Directors' Remuneration Report.				12.	To re-appoint KPMG LLP as Auditor of the			
	To approve the Directors' Remuneration Policy.				13.	Company. To authorise the Audit and Risk Committee to			
	To re-appoint Keith Williams as a Director of the				14.	determine the remuneration of the Auditor. To authorise the Company to make political			
	Company. To re-appoint Stuart Simpson as a Director of				15.	donations and incur political expenditure. To authorise the Directors to allot shares.			
	the Company. To re- appoint Maria da Cunha as a Director of				16.	To authorise the Directors to disapply pre-			
	the Company. To re-appoint Michael Findlay as a Director of				17.	emption rights* To authorise the Directors to disapply			
1. 2. 3. 4. 5. 6. 7. 8.	the Company. To re-appoint Rita Griffin as a Director of the Company.				18.	additional pre-emption rights To authorise the Company to purchase its own shares			
	9. To re appoint Simon Thompson as a Director - of the Company.				19.	To authorise the Company to call general meetings (other than an AGM) on not less than 14 clear days' notice*			
	10. To re-appoint Baroness Sarah Hogg as a Director of the Company.			

Please note that your votes must be received by the Company's Registrar, Equiniti, by no later than 13.00 on Friday 4 September 2020.

Explanatory notes

1. Voting

If you wish to vote at the AGM, you must be entered on the Company's register of members by no later than 18.30 on Friday 4 September 2020 or, if the meeting is adjourned, no later than 18.30 two business days before the time fixed for the adjourned meeting. You can appoint a proxy to vote your shares online at www.sharevote.co.uk. To log on you will need your Voting ID, Task ID and Shareholder Reference Number which are printed on the front of this form. Your votes must be registered by no later than 13.00 on Friday 4 September 2020.

2. Proxy

To minimise public health risks due to the COVID-19 pandemic and the Government's advice on social distancing, shareholder attendance at the AGM will not be possible. You should appoint the Chairman of the Meeting as your proxy to exercise all or any of your rights to vote at the AGM in your place.

Unless you complete the Proxy Form to show how you want them to vote, your proxy or proxies can vote, or not vote, as they see fit, including on any other matter which is put before the meeting.

3. Multiple proxies

You can appoint more than one proxy. If you do so, each proxy must be appointed to exercise the rights attached to different shares. To appoint more than one proxy, please photocopy the Proxy Form and indicate the number of shares for which you are authorising them to act as your proxy.

4. Authority and timing

To be valid, you must return this Proxy Form, together with a certified copy of the power of attorney or other authority (if any) under which it is executed, to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, in the pre-paid envelope provided, so that it is received by no later than 13.00 on Friday 4 September 2020. Unless the shareholder is a joint shareholder (see note 5) or a corporate shareholder (see note 8), the Proxy Form must be signed and dated by the shareholder or their attorney duly authorised in writing.

5. Joint shareholders

Where more than one of the joint holders purports to appoint a proxy, only the appointments 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.

7. Vote withheld

The 'Vote Withheld' option is given to enable you to abstain on any particular resolution. The 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

8. Corporate shareholders

In the case of a corporation, the Proxy Form must be given under its common seal or be signed on its behalf by an officer of the company, an attorney for the company or other persons authorised to sign.

9. Euroclear electronic proxy appointment service (CREST)

If you are a user of the CREST system (including a CREST Personal Member), you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To be valid, the CREST message must be received by the receiving agent Equiniti (ID RA19) no later than 13.00 on Friday 4 September 2020. For this purpose the time of receipt will be taken to be the time (as determined by the CREST system) from which the receiving agent is able to retrieve the message. After this time, changes of instructions to proxies appointed through CREST should be communicated to the proxy by other means. If you are a CREST personal member or other CREST sponsored member, you should contact your CREST sponsor for help with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual (www.euroclear.com). 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.

Shareholder information

If you need help, please contact Equiniti using the following details:

Telephone 0371 384 2656* UK calls +44 (0)121 415 7086 International calls *Lines open from 8.30 to 17.30 UK time, Monday to Friday, excluding public holidays in England and Wales.

Postal Address

Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.