International Distributions Service — Proxy Solicitation & Information Statement 2018

Jun 15, 2018

Royal Mail plc

Attendance Card

Notice of Availability

Please note that the Notice of Annual General Meeting and the Annual Report and Financial Statements 2017-18 are also now available to view on the Royal Mail plc website at www.royalmailgroup.com/investor-centre

If you are attending the Annual General Meeting (the AGM) to be held at the Mercure Sheffield St Paul's Hotel, 119 Norfolk Street, Sheffield, S1 2JE on Thursday 19 July 2018 at 11.00am, please bring this card with you.

Please refer to the Notice of Annual General Meeting for information for shareholders attending the AGM.

• Royal Mail plc
  Proxy Form for the Annual General Meeting (the AGM)

Voting ID:
[______]

Task ID:
[______]

3927-036-S
Shareholder Reference Number:
[______]

You can vote your Royal Mail plc shares online at www.sharevote.co.uk or by completing and sending this form back in the enclosed pre-paid envelope. Before completing the Proxy Form, please read the explanatory notes overleaf.

I/We hereby appoint the Chairman of the meeting, or [______] as my/our proxy to attend, speak and vote on my/our behalf at the AGM of Royal Mail plc (the Company) to be held on Thursday 19 July 2018 and at any adjournment of that meeting.

Resolutions

The full wording of the resolutions and summary biographical details of all Directors standing for appointment at the 2018 AGM are contained in the Notice of Annual General Meeting. Please write an X in the For, Against or Vote Withheld box for each resolution below.

	For	Against	Vote Withheld	For	Against	Vote Withheld
1. That the reports of the Directors and the Auditor and the audited accounts for the financial year ended 25 March 2018 be received.	☐	☐	☐	11. That Oma Ni-Chionna be re-elected as a Director of the Company.	☐	☐
2. That the Directors' Remuneration Report be approved.	☐	☐	☐	12. That Les Owen be re-elected as a Director of the Company.	☐	☐
3. That the final dividend recommended by the Directors of 16.3 pence per share be paid.	☐	☐	☐	13. That KPMG LLP be re-appointed as Auditor.	☐	☐
4. That Stuart Simpson be elected as a Director of the Company	☐	☐	☐	14. That the Audit and Risk Committee be authorised to determine the remuneration of the Auditor.	☐	☐
5. That Simon Thompson be elected as a Director of the Company.	☐	☐	☐	15. That the Company be authorised to make political donations and incur political expenditure.	☐	☐
6. That Keith Williams be elected as a Director of the Company.	☐	☐	☐	16. That the Directors be authorised to allot shares.	☐	☐
7. That Rico Back be elected as a Director of the Company.	☐	☐	☐	17. That the Directors be authorised to disapply general pre-emption rights.*	☐	☐
8. That Sue Whalley be elected as a Director of the Company.	☐	☐	☐	18. That the Directors be authorised to disapply additional pre-emption rights.*	☐	☐
9. That Peter Long be re-elected as a Director of the Company.	☐	☐	☐	19. That the Company be authorised to purchase its own shares.*	☐	☐
10. That Rita Griffin be re-elected as a Director of the Company.	☐	☐	☐	20. Notice period for general meeting.*	☐	☐

• Special resolutions

Signature: [___]
Date: [___]

Please note that your votes must be received by the Company's Registrar, Equiniti, by no later than 11.00am on Tuesday 17 July 2018, if you are not attending the meeting.

Royal Mail plc. Registered in England and Wales No. 08680755. Registered office: 100 Victoria Embankment, LONDON, EC4Y 0HQ

ROY004_Proxy Form.indd 1
22/05/2018 15:17

---

Royal Mail plc. Registered in England and Wales No. 08680755. Registered office: 100 Victoria Embankment, LONDON, EC4Y OHQ

ROY004_Proxy Form.indd 2

22/05/2018 15:17

Explanatory notes

1. Voting

If you wish to attend and vote at the AGM, you must be entered on the Company's register of members by no later than 6.30pm on Tuesday 17 July 2018 or, if the meeting is adjourned, no later than 6.30pm 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 11.00am on Tuesday 17 July 2018.

2. Proxy

You are entitled to attend, speak and vote at the AGM or you can appoint one or more people to attend, speak and vote on your behalf (proxy). A proxy need not be a Royal Mail shareholder but must attend the meeting in person.

Write the name of the person you have chosen as your proxy in the box on the Proxy Form unless you wish to appoint the Chairman of the meeting. If no name is inserted, the Chairman of the meeting will be authorised to vote on your behalf.

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 for.

4. Revoking your proxy

If you complete the Proxy Form to appoint a proxy or proxies, this will not stop you from attending and voting at the meeting if you later find you are able to do so.

5. 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 11.00am on Tuesday 17 July 2018. Unless the shareholder is a joint shareholder (see note 6) 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.

6. Joint shareholders

The signature of any one of the joint holders will be enough to appoint either the Chairman or one or more proxies to attend, speak and vote at the meeting.

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.

If you are attending as a representative of a shareholder that is a corporation, you will need to show the Company's Registrars evidence that you have properly been appointed as a corporate representative to gain entry to the AGM.

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 11.00am on Tuesday 17 July 2018. 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 8.30am to 5.30pm UK time,

Monday to Friday, excluding public holidays in England and Wales.

Postal Address

Equiniti,

Aspect House,

Spencer Road,

Lancing,

West Sussex,

BN99 6DA.