PageGroup PLC — Proxy Solicitation & Information Statement 2020

Apr 27, 2020

PAGEGROUP PLC AGM Proxy Card

To be held on 4 June 2020 at 9.30am at Page House, 1 Dashwood Lang Road, The Bourne Business Park, Addlestone, Weybridge, Surrey KT15 2QW.

IMPORTANT – PLEASE READ CAREFULLY NOTICE OF AVAILABILITY

For the Annual Report and Accounts for the year ended 31 December 2019 and the Notice of the Annual General Meeting for 2020.

You can access the Annual Report and Accounts for the year ended 31 December 2019 and the Notice of the Annual General Meeting for 2020 by visiting the Company's website at www.page.com.

Impact of COVID-19

At the time of producing this Form of Proxy, the UK Government had prohibited public gatherings of more than two people and non-essential travel, save in certain limited circumstances. In light of this, shareholders will not be able to attend the AGM in person this year. The company will make arrangements such that the legal requirements to hold the meeting can be satisfied through the attendance of a minimum number of Directors or employees and the format of the meeting will be purely functional. Shareholders are therefore strongly encouraged to submit a proxy vote as soon as possible in advance of the meeting. Details are set out below, including how to appoint the chair of the meeting as a proxy. The full AGM notice is available at www.page.com.

PAGEGROUP PLC Form of Proxy – AGM

Name of Proxy

"

I/We the undersigned being a member of the Company and entitled to vote at the Annual General Meeting hereby appoint the Chairman of the Meeting or (see note 1) Bar Code:

Account Name:
No.	*

of Shares

Event Code:

As my/our proxy to attend and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting to be held on 4 June 2020 at 9.30am at Page House, 1 Dashwood Lang Road, The Bourne Business Park, Addlestone, Weybridge, Surrey KT15 2QW and at any adjournment thereof. I/We desire my/our said proxy:-

1. To vote on the resolutions set out in the Notice of Meeting in the manner indicated by an 'X' in the appropriate spaces.

2. To vote or abstain from voting on other resolutions (including amendments to any resolution) which may be properly moved at the Meeting and at any adjournment thereof as he thinks fit.

* Please indicate the number of shares in respect of this proxy appointment.

Resolution	For	Against	Vote	Withheld Resolution	For Against	Vote Withheld
1. To receive the Directors' and Auditor's Reports and Statement of Accounts				11. To re-elect Angela Seymour-Jackson as a Director of the Company
2. To approve the Directors' Remuneration Policy				12. To reappoint Ernst & Young LLP as the External Auditor of the company
3. To approve the Directors' Remuneration Report, other than the Directors' Remuneration Policy				13. To authorise the Audit Commiittee to determine the remuneration of the Auditor
4. To re-elect David Lowden as a Director of the Company				14. To authorise the Directors to allot shares pursuant to s551 of the Companies Act 2006
5. To re-elect Simon Boddie as a Director of the Company				15. To grant authority to the Company and its subsidiaries to make political donations
6. To re-elect Patrick De Smedt as a Director of the Company				in accordance with s366 and s367 of the Companies Act 2006
7. To re-elect Steve Ingham as a Director of the Company				16. To disapply pre-emption rights
8. To re-elect Kelvin Stagg as a Director of the Company				17. To authorise the Company to purchase its own shares
9. To re-elect Michelle Healy as a Director of the Company				18. To authorise the Company to call general meetings on not less than 14 clear days' notice
10. To re-elect Sylvia Metayer as a Director of the Company

Explanatory Notes to the Form of Proxy:

• 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 vote on their behalf at the Meeting. If you wish to appoint a person other than the Chairman of the meeting, please insert the name of your chosen proxy holder in the space provided but please note the important COVID-19 information overleaf. 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 the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. Shareholders can vote online at www.signalshares.com by logging in with your username or password and following the instructions. If you have forgotten your username or password you can request a reminder via www.signalshares.com. If you have not previously registered, you will need your Investor Code, which can be found on your share certificate.
• 1. 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 thereat will be determined by reference to the Register of Members of the Company at 8.00pm on the day which is two days before the day of the Meeting or adjourned 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.
• 1. In respect of CREST voting, please refer to notes 5 and 6 of the Notes to the Notice of Meeting.
• 1. Your address as detailed overleaf is that as appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on UK 0871 664 0300 (calls cost 12p per minute plus phone company access charge), overseas +44 (0) 371 664 0300 (calls charged at applicable international rates) to request a change of address form. Lines are open Monday to Friday, 9.00am to 5.30pm, excluding public holidays in England and Wales.
• 1. 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. A biography of each of the Directors and details of their contribution can be found on pages 53 to 56 of the Annual Report and Accounts. Please indicate with an 'X' in the spaces overleaf how you wish to vote at the Meeting. When no 'X' is inserted the proxy will at his discretion vote as he thinks fit or abstain from voting.
• 1. In order to be valid an appointment must be received not less than 48 hours before the time of the meeting.

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