Intertek Group PLC — Proxy Solicitation & Information Statement 2017

Mar 23, 2017

in

NOTICE OF 2017

ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND
REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you
are advised immediately to consult your stockbroker, solicitor,
accountant or other independent professional adviser authorised
pursuant to the Financial Services and Markets Act 2000.

intertek

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intertek

Intertek Group plc (the 'Company')

Registered Office:
33 Cavendish Square
London
W1G OPS
Incorporated in England and Wales with Registration Number 4267576

DIRECTORS

Sir David Reid	Chairman
André Lacroix	Chief Executive Officer
Edward Leigh	Chief Financial Officer
Alan Brown	Non-Executive Director
Dame Louise Makin	Non-Executive Director
Andrew Martin	Non-Executive Director
Gill Rider	Non-Executive Director
Michael Wareing	Senior Independent Non-Executive Director
Lena Wilson	Non-Executive Director

NOTICE OF 2017 ANNUAL GENERAL MEETING ('AGM')

22 March 2017

Dear Shareholder

INTRODUCTION

The 2017 AGM will be held in the Marlborough Theatre, No.11 Cavendish Square, London W1G OAN at 9.00 a.m. on Friday 26 May 2017. A location map is provided on the reverse of the accompanying Proxy Form.

This letter is to give you further information about the business to be conducted at the AGM and the resolutions to be proposed at the meeting. Shareholders will be invited to raise any questions they may have relating to the business being dealt with at the meeting. The formal Notice of AGM is set out on pages 4 and 5 of this document.

A copy of the Company's 2016 Annual Report and Accounts accompanies this Notice of AGM. Resolutions 1 to 15 will be proposed as Ordinary Resolutions. Resolutions 16 to 20 will be proposed as Special Resolutions.

Resolution 1 - Annual Report and Accounts for the year ended 31 December 2016

Resolution 1 will be the consideration of the 2016 Annual Report and Accounts (being the audited financial statements for the year ended 31 December 2016, the Strategic report and Directors' and Auditors' reports). Questions will be taken at the meeting.

Resolution 2 - Directors' Remuneration report

In accordance with the Companies Act 2006 (the 'Act'), listed companies are required to prepare a Directors' Remuneration report which must be approved by the shareholders of the Company. The Directors' Remuneration report provides details of the payments made to Directors during the year ended 31 December 2016.

Resolution 2 is a resolution to approve the Directors' Remuneration report for the financial year ended 31 December 2016, as set out on pages 65 to 80 of the 2016 Annual Report and Accounts (excluding the Remuneration policy which is on pages 66 to 71).

Shareholders should note that this vote is advisory only and the Directors' entitlement to remuneration is not conditional on it.

Resolution 3 - Payment of a Final Dividend

Resolution 3 is a resolution for the approval of the payment of a final dividend of 43.0p per ordinary share to shareholders whose names appear on the Register at the close of business on 19 May 2017. If approved, the final dividend will be paid on 2 June 2017.

Resolutions 4 to 11 - Election and re-election of all Directors

In line with the recommendations set out in the UK Corporate Governance Code, all Directors who wish to continue to serve will be subject to election or re-election, except for Alan Brown who is stepping down from the Board with effect from 24 May 2017 after serving as a Non-Executive Director for six years.

Directors' biographies appear on pages 58 and 59 of the 2016 Annual Report and Accounts.

Andrew Martin was appointed as a Non-Executive Director on 26 May 2016. From 1 March 2017, he became the Chair of the Company's Audit Committee, replacing Michael Wareing, the previous chairperson, who remains a member of the Audit Committee. Andrew will be standing for election for the first time at this AGM.

Andrew currently holds a non-executive directorship with easyJet plc where he is a member of the Audit, Nomination and Remuneration Committees and chairs the Finance Committee. From 2012 to 2015, Andrew was the Group Chief Operating Officer for Europe and Japan for Compass Group PLC and prior to that served as their Group Finance Director from 2004 to 2012. Before he joined the Compass Group, he was the Group Finance Director at First Choice Holidays plc. Andrew also previously held senior financial positions with Forte plc and Granada Group plc and was a partner at Arthur Andersen. He is an Associate of the Institute of Chartered Accountants in England and Wales and an Associate of the Chartered Institute of Taxation.

Each of the Non-Executive Directors has given an assurance to the Board that they remain committed to their role as Non-Executive Directors and will ensure that they devote sufficient time to it, including attendance at Board and Committee meetings.

The Board, having completed formal performance evaluations, believes that each Director standing for election or re-election has considerable and extensive experience, which will remain invaluable to the Company. The Chairman has confirmed that each Director continues to perform effectively and to demonstrate commitment to the role. It is therefore recommended that each of the continuing Directors be elected or re-elected.

Resolutions 12 and 13 - Reappointment and remuneration of Auditor

Under Resolution 12 it is proposed that PricewaterhouseCoopers LLP be reappointed as Auditor for the coming year and under Resolution 13 that the Audit Committee, for and on behalf of the Board, be authorised to determine the Auditors' remuneration.

Resolution 14 - Directors' authority to allot Relevant Securities

Resolution 14 renews a similar authority given at last year's AGM and is in two parts.

Part (a) of Resolution 14 will give the Directors authority to allot Relevant Securities (as defined in the Resolution) up to an aggregate nominal amount of £537,955. This amount represents approximately one-third (33.33%) of the nominal amount of the issued share capital of the Company as at 2 March 2017 (being the latest practicable date prior to publication of this Notice of AGM). This limit is in line with the Investment Association Share Capital Management Guidelines (the 'Guidelines').

INTERTEK GROUP PLC NOTICE OF 2017 ANNUAL GENERAL MEETING

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In addition, and also in line with the Guidelines, part (b) of Resolution 14 will give the Directors a further authority to allot equity securities, up to an aggregate nominal amount of £537,955, provided that this additional authority is used only for fully pre-emptive rights issues. This amount represents approximately one-third (33.33%) of the nominal amount of the issued share capital of the Company as at 2 March 2017 (being the latest practicable date prior to publication of this Notice of AGM).

The maximum nominal value of securities which could be allotted if the authority in both part (a) and part (b) of Resolution 14 were used would be £1,075,910, which represents approximately two-thirds (66.66%) of the nominal amount of the issued share capital of the Company as at 2 March 2017 (being the latest practicable date prior to publication of this Notice of AGM).

If given, this authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2018.

The Directors have no present intention of exercising this authority but consider it desirable that they should have the flexibility to issue shares from time to time to enable the Company to take advantage of general business opportunities as they arise.

The Company currently holds no shares in treasury.

Resolution 15 - Donations to EU political organisations and EU political expenditure

Resolution 15 renews a similar authority given at last year's AGM.

The Companies Act 2006 ('the Act') prohibits companies from making any donations to EU political organisations or incurring any political expenditure unless authorised by shareholders in advance. The Company's policy is that it does not, directly or through any subsidiary, make what are commonly regarded as donations to any political party. However, the legislation includes a wide definition of what constitutes political donations and expenditure; sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties and support for bodies representing the business community in policy review may fall within this. Accordingly, we are seeking shareholder approval on a precautionary basis to allow the Company and its subsidiaries to continue to support the community and put forward views to wider business and Government interests without running the risk of being in breach of the law. The authority in Resolution 15 will cap political spending at £90,000 in aggregate and will be within the terms prescribed by the Act.

If given, this authority will expire at the conclusion of the next AGM of the Company or, if earlier, on 30 June 2018. The Directors intend to seek authority annually.

SPECIAL RESOLUTIONS

Resolution 16 - General disapplication of pre-emption rights

Resolution 16 will be proposed as a Special Resolution and, if approved, will authorise the Directors, in line with institutional shareholder guidelines, to allot equity securities or sell treasury shares for cash without first being required to offer such shares to existing shareholders. If approved, the Resolution will authorise the Directors to issue shares in connection with a rights issue or other pre-emptive offer and otherwise to issue shares for cash up to a maximum nominal amount of £80,693, which represents approximately 5% of the issued share capital of the Company as at 2 March 2017 (being the latest practicable date prior to publication of this Notice of AGM).

The Directors do not intend to issue more than 75% of the issued share capital of the Company for cash on a non pre-emptive basis in any rolling three-year period (other than in connection with an acquisition or specified capital investment as described in the Pre-Emption Group's 2015 Statement of Principles) without prior consultation with shareholders.

If approved, this authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2018.

Resolution 17 - Additional disapplication of pre-emption rights

Resolution 17 requests further shareholder approval, by way of a separate Special Resolution in line with the best practice guidance issued by the Pre-Emption Group, for the Directors to allot equity securities or sell treasury shares for cash without first being required to offer such securities to existing shareholders. The proposed resolution reflects the Pre-Emption Group's 2015 Statement of Principles for the disapplication of pre-emption rights (the 'Statement of Principles') and will expire on 30 June 2018 or at the conclusion of the next AGM, whichever is the earlier.

The authority granted by this Resolution, if passed:

(a) will be limited to the allotment of equity securities and sale of treasury shares for cash up to an aggregate nominal value of £80,693, which represents approximately 5% of the issued share capital of the Company as at 2 March 2017 (being the latest practicable date prior to publication of this Notice of AGM); and
(b) and will only be used in connection with an acquisition or other capital investment of a kind contemplated by the Statement of Principles, and which is announced contemporaneously with the allotment, or has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The authority granted by this Resolution would be in addition to the general authority to disapply pre-emption rights under Resolution 16. The maximum nominal value of equity securities which could be allotted if both authorities were used would be £161,386, which represents approximately 10% of the issued share capital of the Company as at 2 March 2017 (being the latest practicable date prior to publication of this Notice of AGM).

If approved, this authority will expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2018.

Resolution 18 - Directors' authority to make market purchases of own shares

At the AGM held in May 2016 a Special Resolution was passed empowering the Directors to purchase the Company's shares in the market. Resolution 18 will be proposed as a Special Resolution to renew this authority.

The maximum number of shares which may be purchased under the proposed authority will be 16,138,677 shares, representing approximately 10% of the issued ordinary share capital of the Company as at 2 March 2017. The price paid for shares (exclusive of expenses) must be:

(a) not less than the nominal value of 1p per share; and
(b) not more than the highest of:

(i) an amount equal to 5% above the average of the middle-market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the day on which the shares are purchased; and
(ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share at the trading venue where the purchase is carried out.

The power given by this Resolution will be exercised only if the Directors are satisfied that any purchase will increase the earnings per share of the ordinary share capital in issue after the purchase and that the purchase is in the interests of shareholders.

INTERTEK GROUP PLC NOTICE OF 2017 ANNUAL GENERAL MEETING

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The Directors will also give careful consideration to the gearing levels and general financial position of the Company prior to any decision to purchase. The purchase price would be paid out of distributable profits.

The Company is permitted either to cancel shares it has purchased or hold them in treasury. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options or awards under share incentive plans. The Company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of treasury shares. In addition, no dividend or other distribution of the Company's assets may be made to the Company in respect of such shares.

The Directors believe that holding shares in treasury may provide the Company with greater flexibility in the management of its share capital.

Where treasury shares are used to satisfy share options or awards, they will be classed as new issue shares for the purpose of the 10% limit on the number of shares that may be issued over a 10-year period under the Company's relevant share plan rules. The Board will also have regard to any guidelines issued by investor groups which may be in force at the time of any purchase, holding or resale of treasury shares.

The total number of: (i) options to subscribe for ordinary shares and (ii) share incentive awards that were outstanding as at 2 March 2017 were nil and 2,018,914 respectively. The proportion of issued share capital that they represented at that time was 1.25% and the proportion of issued share capital that they will represent if the full authority to purchase shares (both the existing and that being sought) is used is 1.39%.

If passed, Resolution 18 will provide the Company with the necessary authority to make market purchases until the conclusion of the next AGM of the Company or, if earlier, at the close of business on 30 June 2018.

It is the present intention of the Directors to seek to renew the authority annually.

Resolution 19 - Notice period for general meetings

In accordance with the Directors' intention to seek renewal annually, it is proposed in Resolution 19 to grant the Directors authority to convene general meetings, other than AGMs, on 14 working days' notice.

The authority will be effective until the Company's next AGM, when it is intended that the approval will again be renewed. It is not intended that the shorter notice period would be used as a matter of routine for such meetings, 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 will also ensure that appropriate arrangements for electronic voting are in place before the Directors convene a general meeting on 14 working days' notice.

Resolution 20 - Amendment to the Articles of Association ('Articles')

Under Resolution 20, it is proposed to amend the Articles with effect from the date of the AGM in order to allow for general meetings to be held electronically as well as physically in accordance with the Companies (Shareholders' Rights Regulations) 2009 (the 'Shareholders Rights Regulations') and the Companies Act 2006 (the 'Act'). If this Resolution is passed, the changes introduced in the Articles will allow for meetings to be held and conducted in such a way that persons who are not present together at the same place may attend, speak and vote at the meeting by electronic means. Nothing in the amended Articles will preclude physical general meetings being held.

The Articles, together with a copy of the amended Articles marked to show the changes proposed by Resolution 20, are available for inspection as described on page 6 in the notes to the Notice of AGM and on the Company's website at www.intertek.com.

Recommendations

Your Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and the shareholders as a whole and, accordingly, your Directors recommend shareholders to vote in favour of each of the Resolutions.

Action to be taken

A Proxy Form has been provided to enable you to vote in respect of the Resolutions, if you are unable to attend the AGM in person. Shareholders can appoint multiple proxies if they so wish. Please refer to the Proxy Form for further details. The lodging of a Proxy Form does not preclude you from subsequently attending and voting at the AGM in person if you so wish. Whether or not you are able to attend the meeting, you are requested to complete the Proxy Form and return it to our Registrar, Equiniti, at the address shown, as soon as possible and in any event so as to be received not later than 48 hours, before the time of the AGM.

Shareholders may, if they so wish, register the appointment of a proxy electronically by logging on to Equiniti's website at www.sharevote.co.uk where full details of the procedure are given. CREST members who wish to appoint a proxy or proxies through the CREST Electronic Proxy Appointment Service may do so using the procedures described in the CREST Manual (further details of which can be found in the notes to the Notice of AGM).

Yours faithfully

Sir David Reid
Chairman

INTERTEK GROUP PLC NOTICE OF 2017 ANNUAL GENERAL MEETING

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Intertek Group plc – Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ('AGM') of the Company will be held in the Marlborough Theatre, No.11 Cavendish Square, London W1G 0AN at 9.00 a.m. on Friday 26 May 2017 for the following purposes:

To consider and, if thought fit, pass the following Resolutions. Resolutions 1 to 15 will be proposed as Ordinary Resolutions. Resolutions 16 to 20 will be proposed as Special Resolutions.

ORDINARY RESOLUTIONS

1. To receive the Annual Report and Accounts for the year ended 31 December 2016.
2. To approve the Directors' Remuneration report, other than the part containing the Directors' Remuneration Policy, as set out in the Annual Report and Accounts on pages 65 to 80 for the year ended 31 December 2016.
3. To approve the payment of a final dividend of 43.0p per ordinary share to be paid on 2 June 2017 to shareholders whose names appear on the register of members at the close of business on 19 May 2017.
4. To re-elect Sir David Reid as a Director.
5. To re-elect André Lacroix as a Director.
6. To re-elect Edward Leigh as a Director.
7. To re-elect Dame Louise Makin as a Director.
8. To elect Andrew Martin as a Director.
9. To re-elect Gill Rider as a Director.
10. To re-elect Michael Wareing as a Director.
11. To re-elect Lena Wilson as a Director.
12. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
13. To authorise the Audit Committee to determine the remuneration of the Auditor.
14. That pursuant to section 551 of the Companies Act 2006 (the 'Act') the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot Relevant Securities:

(a) up to an aggregate nominal amount of £537,955; and
(b) up to a further aggregate nominal amount of £537,955 in a Pre-Emptive Offer provided that: (i) they are equity securities (as defined in section 560(1) of the Act); and (ii) they are allotted in connection with a Rights Issue. For the purposes of this Resolution, a 'Pre-Emptive Offer' means an offer:

(i) to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and
(ii) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the

requirements of any regulatory body or stock exchange or any other matter.

For the purposes of this Resolution, a 'Rights Issue' means a Pre-Emptive Offer to subscribe for further equity securities by means of the issue of a renounceable letter (or other negotiable instrument) which may be traded (as 'nil paid rights') for a period before payment for the securities is due.

Unless previously revoked, varied or renewed, these authorities shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or, if earlier, at the close of business on 30 June 2018, save that, in each case, the Company may make an offer or agreement before the authority expires which would or might require Relevant Securities to be allotted after the authority expires and the Directors may allot Relevant Securities pursuant to any such offer or agreement as if the authority had not expired.

In this Resolution, 'Relevant Securities' means shares in the Company or rights to subscribe for or to convert any security into shares in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the nominal amount of a Relevant Security is a right to subscribe for or to convert any security into shares in the Company up to the nominal amount of the shares which may be allotted pursuant to that right.

These authorities are in substitution for all existing authorities under section 551 of the Act (which to the extent unused at the date of this Resolution are revoked with immediate effect).

1. THAT pursuant to section 366 of the Companies Act 2006 (the 'Act'), the Company and all companies that are subsidiaries of the Company at any time during the period for which this Resolution shall have effect, be and are hereby authorised, in aggregate:

(a) to make political donations to political parties and/or independent election candidates not exceeding £20,000 in total;
(b) to make political donations to political organisations other than political parties not exceeding £20,000 in total; and
(c) to incur political expenditure not exceeding £50,000 in total, in each case, during the period beginning with the date on which this Resolution is passed and expiring at the conclusion of the next AGM of the Company held after such date or, if earlier, at the close of business on 30 June 2018, provided that:

(i) the aggregate amount of political donations and political expenditure to be made or incurred by the Company and its subsidiaries pursuant to this Resolution shall not exceed £90,000; and
(ii) each of the amounts referred to in this Resolution may comprise one or more sums in different currencies which, for the purpose of calculating any such amount, shall be converted at such rate as the Directors may, in their absolute discretion, determine to be appropriate.

In 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 Act.

INTERTEK GROUP PLC NOTICE OF 2017 ANNUAL GENERAL MEETING

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SPECIAL RESOLUTIONS

16. THAT:

(a) the Directors be given power:

(i) (subject to the passing of Resolution 14, to allot equity securities (as defined in section 560 of the Companies Act 2006 (the 'Act')) for cash pursuant to the authority conferred on them by that resolution under section 551 of the 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 to or in favour of:

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

II. 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, legal 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 14 and/or by virtue of section 560(3) of the Act (in each case otherwise than under paragraph (A) above) up to a maximum nominal amount of £80,693;

(b) this power shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or, if earlier, at the close of business on 30 June 2018;

(c) the Company may, before this power expires, 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.

17. THAT:

(a) in addition to any authority granted under Resolution 16, the Directors be given power:

(i) subject to the passing of Resolution 14, to allot equity securities (as defined in section 560 of the Companies Act 2006 (the 'Act')) for cash pursuant to the authority conferred on them by that resolution under section 551 of the Act; and

(ii) to allot equity securities as defined in section 560(3) of the Act (sale of treasury shares) for cash,

in either case as if section 561 of the Act did not apply to the allotment or sale, but this power shall be:

(A) limited to the allotment of equity securities up to a maximum nominal amount of £80,693; 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 conclusion of the next AGM of the Company after the passing of this Resolution or, if earlier, at the close of business on 30 June 2018; and

(c) the Company may, before this power expires, make an offer or enter into an 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.

18. THAT, pursuant to section 701 of the Companies Act 2006 (the 'Act'), the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 1p each in the capital of the Company ('ordinary shares') provided that:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 16,138,677;

(b) the minimum price (excluding expenses) which may be paid for an ordinary share is its nominal value;

(c) the maximum price which may be paid for an ordinary share is the highest of:

(i) an amount equal to 5% above the average of the middle-market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(ii) 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 venues where the purchase is carried out,

in each case exclusive of expenses;

and (unless previously revoked, varied or renewed) the authority hereby conferred shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or, if earlier, at the close of business on 30 June 2018 save that the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase in pursuance of any such contract.

19. THAT a general meeting (other than an annual general meeting) may be called on not less than 14 working days' notice.

20. THAT, with effect from the conclusion of the Annual General Meeting, the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association.

By order of the Board

Fiona Evans
Group Company Secretary
22 March 2017

Registered Office:
33 Cavendish Square
London W1G 0PS

INTERTEK GROUP PLC NOTICE OF 2017 ANNUAL GENERAL MEETING

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Notes:

1. Only persons entered on the register of members not later than 6.30 p.m. on 24 May 2017 are entitled to attend and vote at the meeting or, in the event that the meeting is adjourned, on the register of members not later than 6.30 p.m. on the date which is two working days prior to the reconvened meeting and the number of shares registered in their respective names shall determine the number of votes such persons are entitled to cast at the meeting. Changes to entries in the register of members after 6.30 p.m. on 24 May 2017 or, in the event that the meeting is adjourned, after 6.30 p.m. two working days prior to the reconvened meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and to vote instead of him. A proxy need not also be a member. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. To appoint more than one proxy, you will need to complete a separate Proxy Form in relation to each appointment. Additional Proxy Forms may be obtained by photocopying the Proxy Form or by contacting our Registrar, Equiniti. You can appoint a proxy only using the procedures set out in these notes and the notes to the Proxy Form. The right of a member under section 324 of the Companies Act 2006 (the 'Act') to appoint a proxy does not apply to a person nominated to enjoy information rights under section 146 of the Act.

3. As at 2 March 2017 (being the latest practicable business day prior to the publication of this Notice of AGM) the Company's issued share capital consists of 161,386,775 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 2 March 2017 are 161,386,775.

4. Proxy Forms should be completed in accordance with the notes thereon and to be valid must be received by our Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 9.00 a.m. on 24 May 2017 or not later than 48 hours, excluding non-working days, before the time appointed for any adjourned meeting. Shareholders who return a Proxy Form or register the appointment of a proxy electronically will still be able to attend the meeting and vote in person if they so wish. You must inform our Registrar, Equiniti, in writing of any termination of the authority of a proxy.

5. Shareholders may, if they so wish, register the appointment of a proxy electronically by logging on to the Equiniti website at www.sharevote.co.uk where full details of the procedure are given. Before appointing a proxy in this way, shareholders are advised to read the terms and conditions relating to the use of this facility (which may be viewed on that website). Electronic proxy appointments must be received by Equiniti not later than 9.00 a.m. on 24 May 2017. A Proxy Form lodged electronically will be invalid unless it is lodged at the address specified on the Equiniti website.

6. Shareholders whose shares are held in uncertificated form through CREST may also register the appointment of a proxy or proxies through the CREST electronic proxy appointment service. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual which can be viewed at www.euroclear.com. The message, regardless of whether it constitutes the appointment of a proxy or 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 not later than 48 hours before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the times!amp 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 and voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. 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(s), to procure that his 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.

8. 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.

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, where more than one representative is appointed, those representatives do not do so in relation to the same shares.

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

11. The Company cannot accept responsibility for loss or damage arising from the opening or use of any emails or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to opening or use. Any electronic communication received by the Company and/or by Equiniti, including the lodgement of an electronic Proxy Form that is found to contain a computer virus, will not be accepted.

12. Electronic communication facilities are available to all shareholders on equal terms and those who use them will not be disadvantaged in any way.

13. A copy of the existing Articles and a copy of the proposed amended Articles marked to show the changes proposed by Resolution 20, the service contracts of the Directors and the Non-Executive Directors' terms and conditions of appointment will be available for inspection at the registered office of the Company at all times during normal business hours on any business day from the date of this Notice of AGM and also at the place of the meeting for a period of 15 minutes immediately before the meeting until its conclusion.

14. Where a copy of this Notice of AGM is being received by a person who has been nominated to enjoy information rights under section 346 of the Act ('nominee'):

(a) the nominee may have a right under an agreement between the nominee and the member by whom he was appointed, to be appointed, or to have someone else appointed, as a proxy for the meeting; or
(b) if the nominee does not have any such right or does not wish to exercise such right, the nominee may have a right under any such agreement to give instructions to the member as to the exercise of voting rights.

Nominees are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investment in the Company.

1. Shareholders should note that it is possible, pursuant to requests made by shareholders of the Company under section 527 of the Act, that the Company may be required to publish or, if 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 accounts were laid, in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on its website under section 527 of the Act, 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 Act to publish on its website.

2. Under Section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the meeting put by a member attending the meeting unless: (a) answering the question 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.

3. A shareholder meeting the qualification criteria set out in section 338(3) of the Act may require the Company to give shareholders notice of a resolution which may properly be proposed and is intended to be proposed at the meeting in accordance with section 338 of the Act. A resolution may properly be proposed unless: (i) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which may be dealt with at the meeting includes a resolution circulated pursuant to this right. Any such request must:

4. identify the resolution of which notice is to be given, by either setting out the resolution in full or, if supporting a resolution requested by another shareholder, clearly identifying the resolution which is being supported;

5. comply with the requirements set out in section 338(4) of the Act; and

6. be received by the Company no later than six weeks before the meeting.

7. A shareholder meeting the qualification criteria set out in section 338(A)(3) of the Act may require the Company to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business in accordance with section 338A of the Act. A matter may properly be included unless: (i) it is defamatory of any person; or (ii) it is frivolous or vexatious. Any such request must:

8. identify the matter to be included in the business, by either setting out the matter in full or, if supporting a matter requested by another shareholder, clearly identifying the matter which is being supported;

9. set out the grounds for the request;
10. comply with the requirements set out in section 338(A)(4) of the Act; and

11. be received by the Company no later than six weeks before the meeting.

12. The time, date and location of the AGM may also be found on our website www.intertek.com together with the information required to be published in advance of the meeting pursuant to section 311(A) of the Act.

13. 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.

INTERTEK GROUP PLC NOTICE OF 2017 ANNUAL GENERAL MEETING

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Intertek Group plc
33 Cavendish Square
London
W1G 0PS
United Kingdom
t: +44 (0)20 7396 3400
f: +44 (0)20 7396 3480
e: info@intertek.com
www.intertek.com