Pearson PLC — Proxy Solicitation & Information Statement 2021

Mar 24, 2021

© 2019 Friend Studio Ltd File name: Pearson_AR20_Proxy_210315_AW Modification Date: 15 March 2021 3:22 pm © 2019 Friend Studio Ltd File name: Pearson_AR20_Proxy_210315_AW Modification Date: 15 March 2021 3:22 pm

Voting ID		Task ID	Shareholder Reference Number
		You may submit your proxy electronically at www.sharevote.co.uk using the above numbers.
		I/We, being (a) member(s)/member's nominee of Pearson plc (the company), hereby appoint the Chair of the meeting*	or (indicate below)
	at 12:00 noon on Friday, 30 April 2021 and at any adjournment of that meeting.	as my/our proxy to attend, speak and vote at the Annual General Meeting (AGM) of the company to be held at 190 High Holborn, London, WC1V 7BH
		Please indicate here with x if this proxy form is one of multiple instructions being given.
		To be valid, this form of proxy must be signed and returned to the company's registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA in the enclosed prepaid envelope, so as to be received no later than 12:00 noon on Wednesday, 28 April 2021. In the case of a corporation this form of proxy should be executed under its common seal or under the hand of a duly authorised officer.
	appointed as a proxy will not be able to attend the Annual General Meeting.	* If you wish to appoint someone other than the Chair as your proxy, delete the words 'the Chair of the meeting or' and insert the name of your proxy. As shareholders will not be able to attend the AGM this year, to ensure their votes are counted, shareholders are strongly advised to appoint the Chair of the meeting as their proxy. Any other person
See overleaf for notes.
		Please indicate with x in the boxes on the right how you wish the proxy to vote your share entitlement.
				Vote
		Ordinary resolutions (highlighted box is management's recommendation on how to vote)	For Against	withheld*
Resolution 1	Receipt of financial statements and reports
Resolution 2	Final dividend
Resolution 3	Election of Andy Bird
Resolution 4	Re-election of Elizabeth Corley
Resolution 5	Re-election of Sherry Coutu
Resolution 6	Re-election of Sally Johnson
Resolution 7	Re-election of Linda Lorimer
Resolution 8	Re-election of Graeme Pitkethly
Resolution 9	Re-election of Tim Score
Resolution 10	Re-election of Sidney Taurel
Resolution 11	Re-election of Lincoln Wallen
Resolution 12	Approval of annual remuneration report
Resolution 13	Re-appointment of auditors
Resolution 14	Remuneration of auditors
Resolution 15	Allotment of shares
		Special resolutions (highlighted box is management's recommendation on how to vote)
Resolution 16	Waiver of pre-emption rights
Resolution 17	Waiver of pre-emption rights – additional percentage
Resolution 18	Authority to purchase own shares
Resolution 19	Notice of meetings
Resolution 20	Adoption of New Articles
		* A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' and 'against' a resolution.
Date		Signature

Pearson plc – Form of Proxy

Important notice re COVID-19

Legislation and government guidance relating to COVID-19 currently prohibits public gatherings and restricts non-essential travel. Taking into account the UK Government's roadmap for easing COVID-19-related restrictions, it is likely that by 30 April 2021 public gatherings will still be prohibited and travel will be required to be minimised. As a result of these restrictions shareholders will not be permitted to attend this meeting in person, beyond the number of shareholders legally required to constitute a quorum, which will be satisfied by the attendance of a minimum number of director shareholders and/or employee shareholders.

In order to ensure their votes are counted, shareholders are strongly advised to appoint the Chair of the meeting as their proxy and to register their proxy appointment either online or by completing and returning their form of proxy by 12:00 noon on Wednesday, 28 April 2021. Any other person appointed as a proxy will not be able to attend the Annual General Meeting.

Although we do not expect to have the opportunity to meet with you in person at our Annual General Meeting this year, we are very keen to engage with all shareholders and will therefore be holding an online Pre-AGM Shareholder Event on Monday, 26 April 2021. More details of this event, and other ways in which shareholders can engage with the company, are set out in the Notice of Meeting.

Should legislation and government guidance in respect of travel and public gatherings change significantly before the date of the Annual General Meeting, any updates to the plans for the Annual General Meeting will be posted on our website and published to the market via a Regulatory Information Service. Shareholders should monitor the Investor Relations Section of the Pearson website (at plc.pearson.com/investors/performance/regulatory-news) and its Regulatory Information Service announcements for any updates in relation to the AGM.

The Pearson plc Annual General Meeting will be held at 190 High Holborn, London, WC1V 7BH at 12:00 noon on Friday, 30 April 2021.

© 2019 Friend Studio Ltd File name: Pearson_AR20_Proxy_210315_AW Modification Date: 15 March 2021 3:22 pm © 2019 Friend Studio Ltd File name: Pearson_AR20_Proxy_210315_AW Modification Date: 15 March 2021 3:22 pm

Guidance notes on completing the form of proxy

You will find further details of the resolutions to be voted on in the enclosed Notice of AGM. You can appoint one or more persons, who need not be (a) member(s) of the company but who must attend the AGM in person, to be your proxy, to speak on your behalf and vote in accordance with your instructions. If, in respect of any resolution, no voting instructions are received, your proxy will vote, or abstain from voting, as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any other resolution properly put to the meeting. As shareholders will not be able to attend the AGM this year, to ensure their votes are counted, shareholders are strongly advised to appoint the Chair of the meeting as their proxy. Any other person appointed as a proxy will not be able to attend the AGM. This form must be signed. In the case of joint holdings, the vote of the senior holder, whether in person or by proxy, will be accepted to the exclusion of the other joint holders. Seniority will be determined by the order in which the names appear in the register of members. If someone other than you signs this form, the letter of authority, power of attorney or a certified copy of the power of attorney authorising him/her to sign on your behalf, must be sent with this form.

The return of a completed proxy form will not prevent a shareholder attending the AGM and voting in person if the shareholder wishes to do so, should this be permitted under applicable COVID-19 restrictions.

Proxies

You can appoint the Chair of the meeting or anyone else to be your proxy at the AGM. You may also appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.

To appoint more than one proxy, you should photocopy the proxy form. Please indicate next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the proxy form if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned to Equiniti.

To appoint the Chair as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the proxy form, but leave all other proxy appointment details blank.

To appoint a single proxy in respect of all of your shares other than the Chair, cross out the words 'the Chair of the meeting or' and insert the name of your proxy (who need not be a member of the company). Then complete the rest of the proxy form.

As shareholders will not be able to attend the AGM this year, to ensure their votes are counted, shareholders are strongly advised to appoint the Chair of the meeting as their proxy. Any other person appointed as a proxy will not be able to attend the AGM.

If you submit more than one valid proxy appointment in respect of the same shares, the last appointment received before the latest time for the receipt of proxies will take precedence.

Electronic appointment

You can submit your proxy electronically at www.sharevote.co.uk and to do this you will need to use the Voting ID, Task ID and Shareholder Reference Number which are shown on this form.

Electronic proxy voting instructions must be submitted by 12:00 noon on Wednesday, 28 April 2021.

Any power of attorney or other authority relating to an appointment of a proxy cannot be submitted electronically and must be deposited as referred to above for the appointment to be valid.

Alternatively, a member who has a Shareview portfolio registered with Equiniti may log onto their portfolio at www.shareview.co.uk using their user ID and password. Once logged in simply click on "View" on the "My Investments" page, click on the link to vote then follow the instructions.

You may not use any electronic address provided in this proxy form to communicate with the company for any purposes other than those expressly stated.

CREST electronic proxy appointment

CREST members who wish to appoint a proxy or proxies, or amend an instruction to a previously appointed proxy, through the CREST electronic proxy appointment service may do so for the AGM to be held at 12:00 noon on Friday, 30 April 2021 and any adjournment(s) thereof by using the procedures described in the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service 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. The message, regardless of whether it relates to the appointment of a proxy or to an instruction to a previously appointed proxy, must be transmitted so as to be received by the issuer's agent (ID: RA19) by 12:00 noon on Wednesday, 28 April 2021 (or no later than two business days before the time appointed for any adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications 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.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited 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/her 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 provider(s) is/are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

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.

Neither the return of the form of proxy nor the submission of an electronic or CREST voting instruction will prevent a registered shareholder from attending the AGM and voting in person, should this be permitted under applicable COVID-19 restrictions.

Record date

Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, changes to entries on the register of members after 6.30pm on Wednesday, 28 April 2021 shall be disregarded in determining the rights of a shareholder to vote at the AGM in respect of the number of shares registered in their name at that time.