Quilter PLC — Proxy Solicitation & Information Statement 2021

Mar 25, 2021

Quilter

Quilter Annual General Meeting 2021 ('AGM')

VOTE YOUR SHARES

If you would like to vote at the AGM but you cannot attend the meeting, you can appoint a Proxy to vote at the AGM on your behalf. There are two ways to do this:

1) Vote online at quilter.com/vote; or
2) Complete and return the Proxy Form below.

Proxy Form and Online Voting

• Vote online at quilter.com/vote
  5880-018-s

Voting ID	Task ID	Shareholder Reference Number

If you are not able to vote online, you can complete the Form below and return it to our Registrar, Equiniti, in the pre-paid envelope provided. All votes must be received by no later than 11:00am (UK time) on Tuesday 11 May 2021. Guidance Notes are set out overleaf and in the Notice of AGM 2021 ('Notice') on pages 12 to 14.

My Voting Instructions are:
Please indicate your vote by marking a X in black ink

	Resolution	For	Against	Vote Withheld		Resolution	For	Against	Vote Withheld
1.	To receive the 2020 Report and Accounts	☐	☐	☐	10.	To re-elect Ruth Markland as a Director	☐	☐	☐
2.	To approve the Remuneration Report	☐	☐	☐	11.	To re-elect Paul Matthews as a Director	☐	☐	☐
3.	To declare a Final Dividend	☐	☐	☐	12.	To re-elect George Reid as a Director	☐	☐	☐
4.	To re-elect Tim Breedon as a Director	☐	☐	☐	13.	To re-elect Mark Satchel as a Director	☐	☐	☐
5.	To re-elect Tazim Essani as a Director	☐	☐	☐	14.	To re-appoint PwC LLP as Auditor of the Company	☐	☐	☐
6.	To re-elect Paul Feeney as a Director	☐	☐	☐	15.	To authorise the Board Audit Committee to determine the Auditor's remuneration	☐	☐	☐
7.	To re-elect Rosie Harris as a Director	☐	☐	☐	16.	To authorise political donations by the Company and its subsidiaries	☐	☐	☐
8.	To re-elect Glyn Jones as a Director	☐	☐	☐	17.	To authorise the Company to purchase its own Shares*	☐	☐	☐
9.	To re-elect Moira Kilcoyne as a Director	☐	☐	☐	18.	To authorise the Company to enter into Contingent Purchase Contracts for the purchase of its own shares on the JSE*	☐	☐	☐

*Special resolution

Please tick here if this proxy appointment is one of multiple appointments (see note 4) ☐
Number of shares: ___

Signing Declaration

I/we being a shareholder(s) of the Company hereby appoint the Chairman of the meeting, or

☐ (INSERT NAME OF INDIVIDUAL YOU WISH TO ACT AS YOUR PROXY IN BLOCK LETTERS)

as my/our Proxy to attend, speak and vote on my/our behalf at the Company's AGM to be held on Thursday 13 May 2021 at 11:00am (UK time), and/or any adjournment thereof. In respect of the resolutions set out in full in the Notice, I/we desire my/our Proxy to vote as indicated above.

Signature: ____
Date: ____

Quitter plc. Registered office: Senator House, 85 Queen Victoria Street, London EC4V 4AB.
Registered number: 06404270. Registered in England and Wales.

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Quilter

Quilter plc Annual General Meeting 2021 (AGM®).

Thursday 13 May 2021 at 11:00am (UK time) at

Senator House, 85 Queen Victoria Street, London EC4V 4AB.

Quilter plc AGM: Impact of COVID-19

Due to the unprecedented challenges caused by COVID-19, we have significantly changed the way our AGM will be held this year. Regrettably, in light of current UK Government guidance, and with the health and safety of our shareholders, colleagues and the wider community in mind, we are requesting that shareholders do not attend the AGM in person, unless the current situation changes. We value the opportunity to engage with our shareholders and therefore encourage you to participate in the meeting. You can submit a question to the Board ahead of the meeting by emailing the Company Secretary at companysecretary@quilter.com and we will ensure that you receive a full response. Please ensure your question is received by us no later than 5:00pm (UK time) on Friday 7 May 2021 if you would like your question answered before the voting deadline. Your questions and answers will be published on our AGM Hub, quilter.com/agm, in advance of the online voting deadline. If you submit a question after this time, we will respond to you as soon as possible. We also recommend that shareholders appoint a proxy and register a voting instruction using their Proxy Form/Voting Instruction Form in advance of the meeting. Please follow the instructions on the documents sent to you.

This year, we have put in place a telephone line for shareholders to be able to join the meeting and also have the opportunity to ask any questions on the business of the meeting. If you would like to join the meeting by telephone, please contact our Company Secretary, Patrick Gonsalves, at companysecretary@quilter.com to request your individual secure dial in details. Requests must be received no later than 11:00am (UK time) on Tuesday 11 May 2021. You can find out more on pages 4 and 5 of the Notice.

We will continue to provide up to date information about our AGM arrangements on our AGM Hub at quilter.com/agm. Please ensure you check the AGM Hub regularly for the latest updates.

Guidance Notes

When reading these notes, please take into account the specific arrangements for this year's meeting which are set out in the Chairman's Letter (on pages 2 and 3 of the Notice) and Your Questions Answered (on pages 4 and 5). We will continue to provide up to date information about our AGM arrangements on our AGM Hub at quilter.com/agm. Please ensure you check regularly for the latest updates.

1. Eligibility to attend and vote

You will have the right to attend, speak and vote at the AGM if your name appears on the register of members of the Company as at 6:30pm (UK time) on Tuesday 11 May 2021. Changes to the register of members after this time will be disregarded in determining the rights of any person to attend, speak and vote at the AGM. A member is entitled to appoint a proxy to exercise all or any of his rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company.

This year we have made arrangements for shareholders to join the meeting by telephone. Please see above for more information including how you can ask a question in advance of the meeting.

2. Notice and Resolutions

Details of the resolutions and the biographies setting out the skills and experience of each of the Directors standing for re-election are set out in the Notice.

3. Vote Withheld

The 'Vote Withheld' option 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' or 'Against' a resolution.

4. Appointing multiple proxies

You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by you. Please indicate if the proxy appointment is one of multiple appointments and the number of shares in respect of which the proxy is appointed. If these boxes are left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this Proxy Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). If you wish to appoint more than one proxy by post, each proxy must be appointed on a separate Proxy Form. Additional paper Proxy Forms may be obtained from our Registrar, Equiniti, whose contact details are below. Alternatively, you may photocopy the Proxy Form the required number of times before completing it.

All paper Proxy Forms must be signed and returned together in the same envelope and any amendments must be initialled. If you appoint more than one proxy in respect of the same shares, the latest paper Proxy Form received will be accepted in substitution for any previous appointments.

5. Proxy discretion

If you have not given specific instructions on how your proxy should vote in respect of any resolution, your proxy will have discretion to vote or abstain on that resolution, as they see fit.

Your proxy can vote, speak or abstain from voting, as they decide on any other business (including any motion to amend a resolution or adjourn the meeting) which may validly come before the meeting.

6. Corporate representatives

If a shareholder is a corporation, the proxy should be given under the common seal or under the hand of an officer or attorney duly authorised in writing.

7. Joint shareholders

In the case of joint holders, any joint holder may sign this Proxy Form, but the vote of the person whose name appears first in the register of members in respect of the holding or his/her proxy will be accepted to the exclusion of the votes of other joint holders or their proxies. If someone signs on your behalf, they must return with this Proxy Form the authority under which it is signed (or a copy of the authority certified by a solicitor or notary).

8. CREST members

CREST members who wish to appoint a proxy may do so by using the CREST electronic proxy instruction service. Please refer to page 13 of the Notice for further information.

9. Returning paper Proxy Forms

A pre-paid envelope is enclosed for UK postage only. From outside the UK, IOM or Channel Islands, the appropriate postage must be paid.

Please do not use this Proxy Form to communicate a change of address or any other notifications. Please contact Equiniti separately and they will be pleased to help you.

10. Attending in person after submitting a Proxy Form

Submitting a Proxy Form in advance does not prevent you from attending and voting at the meeting in person.

11. Electronic communications

Please note that any electronic communication, including an electronic Proxy Form, found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Equiniti's conditions of use set out on the website, www.sharevote.co.uk, and may be read by logging on to that site.

Contact our Registrar, Equiniti

Online

Help is available online at help.shareview.co.uk

From here, you will be able to email Equiniti securely with your enquiry.

Telephone

Tel: 0333 207 5953* (if calling from the UK)

Tel: +44 (0)121 415 0113 (if calling from overseas)

Post

Equiniti Limited

Aspect House, Spencer Road

Lancing, West Sussex

BN99 6DA, United Kingdom

• Lines are open 8:30am to 5:30pm, Monday to Friday (excluding public holidays in England and Wales).

Quilter plc. Registered office: Senator House, 85 Queen Victoria Street, London EC4V 4AB.

Registered number: 06404270. Registered in England and Wales.

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