Rathbones Group PLC — AGM Information 2021

Apr 6, 2021

2021 Annual General Meeting

The Rathbone Brothers Plc 2021 Annual General Meeting (AGM) is currently scheduled to be held at 8 Finsbury Circus, London EC2M 7AZ on Thursday 6 May 2021 at 2.00pm.

Rathbone Brothers Plc. Registered office: 8 Finsbury Circus, London EC2M 7AZ. Registered in England No. 01000403.

Rathbone Brothers Plc – Proxy form

Voting ID Task ID Shareholder Reference

†

You can also appoint a proxy online at www.sharevote.co.uk using the above voting references or via the CREST electronic proxy appointment service.

I/We appoint the Chairman of the AGM or

(Please read note 1 carefully before selecting your proxy)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement† on my/our behalf as directed below at the AGM of Rathbone Brothers Plc to be held on Thursday 6 May 2021 at 2.00pm and at any adjournment thereof. I/We also authorise my/our proxy to vote (or withhold the vote) as he or she thinks fit in relation to any other matter which is properly put before the AGM.

Please tick here if this proxy appointment is one of multiple appointments being made.†

† For votes of less than your full voting entitlement or for the appointment of more than one proxy, please refer to note 1.

	Resolutions (Special resolution denoted by*)	Vote For Against withheld		Resolutions (Special resolution denoted by*)	For Against	Vote withheld
1	To adopt the reports of the directors and the auditors and the		11	To re-elect Terri Duhon as a director
	audited financial statements for the year ended 31 December 2020		12	To re-elect Sarah Gentleman as a director
2	To approve the directors' remuneration report for the year ended 31 December 2020		13	To re-appoint Deloitte LLP as auditors of the company
3	To approve the directors' remuneration policy		14	To authorise the audit committee of the board of directors to agree the remuneration of the auditors
4	To approve the Rathbone Brothers Plc Executive Share Performance Plan ('ESPP')		15	To approve an authority to make political donations and to incur
5	To declare a final dividend of 47p per share for the year ended 31 December 2020		16	political expenditure To approve a general authority to allot ordinary shares
6	To elect Clive Bannister as a director, subject to			17* To authorise the disapplication of pre-emption rights
7	regulatory approval To re-elect Paul Stockton as a director			18* To further authorise the disapplication of pre-emption rights regarding shares issued in
8	To re-elect Jennifer Mathias as a director			connection with an acquisition or capital investment
9	To re-elect Colin Clark as a director			19* To authorise market purchases of ordinary shares
	10 To re-elect James Dean as a director			20* To authorise the convening of a general meeting (other than the AGM) on not less than 14 days' notice

You may return this proxy form to Equiniti in an envelope using the address on the reverse of this proxy form. Please quote Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. No stamp will be required.

Signature	Date

otes N	6DA so as to be received by no later than 2:00pm on Tuesday 4 at Aspect House, Spencer Road, Lancing, West Sussex BN99	In the case of a corporation, the proxy must be executed under its common seal or signed by a duly authorised officer. In the
M attendance and your proxy 1 AG	May 2021. Alternatively, a member may appoint a proxy online by following the instructions for the electronic appointment of	case of joint shareholders, the signature of any one holder will be sufficient but the names of the joint shareholders must be
The company specifies that only those shareholders registered Tuesday 4 May 2021 (or, if the meeting is adjourned, at 6:30pm in the register of members of the company at 6:30pm on	the details of the appointment completed in accordance with appointment, the member's electronic message confirming a proxy at www.sharevote.co.uk. To be a valid proxy	stated. The vote of the senior joint holder who tenders a vote joint holders. Seniority shall be determined by the order in shall be accepted to the exclusion of the votes of the other
adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their on the day two business days prior to the day fixed for the	from attending in person and voting at the AGM provided that those instructions must be transmitted so as to be received by the same time. Appointing a proxy will not prevent a member	which the names of the holders stand in the register of members in respect of the joint holding.
name at that time. Subsequent changes to the entries on the register will be disregarded in determining the rights of any	attendance in person is permitted under applicable public health restrictions and guidance at the date of the AGM.	m 4 Return of proxy for
person to attend and to vote at the meeting. Reference in this paragraph to the right to attend the meeting shall as regards attendance in person be read subject to the following	proxy holder's name the number of shares in relation to which If your proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the	registrars, Equiniti, at the address below. If you do not want to return the proxy form without it being in an envelope, please Please detach and return the proxy form to the company's return it in an envelope to:
In light of the ongoing need to reduce the public health risks paragraphs of this note.	proxy will be deemed to be authorised in respect of your full they are authorised to act as your proxy. If left blank your	Freepost RTHJ-CLLL-KBKU Equiniti
posed by the transmission of the coronavirus (COVID-19), the continuing Government restrictions and guidance on social contact, and the advice that only absolutely necessary	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).	Spencer Road Aspect House
participants should physically attend meetings, members will not be permitted to attend the AGM in person. This will	To appoint more than one proxy, additional proxy forms may	BN99 8LU LANCING
continue to be the case so long as restrictions and guidance precluding attendance in person are in force. Every eligible	on 0371 384 2417 or from overseas on +44 121 415 7047 or you be obtained by contacting the company's registrars, Equiniti,	No stamp is required.
person (or two or more persons in respect of different shares member does, however, have the right to appoint another	5.30pm, Monday to Friday. Please indicate in the box next to may photocopy this form. Lines are open from 8.30am to	must be m To be valid the proxy for
held by him or her) as his or her proxy to exercise all or any of his or her rights in relation to the AGM.	indicate by ticking the box provided if the proxy instruction is the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also	received by Equiniti not later than May 2021. m on Tuesday 4 2.00p
The appointment of a proxy in relation to the AGM will, however, be subject to the special arrangements in these Notes or any	one of multiple instructions being given.	5 Appointing your proxy online
alternative arrangements that the board considers necessary to ensure the validity of the meeting.	2 The resolutions	As an alternative to completing and returning a paper form, you can appoint a proxy and give your proxy
Chair of the AGM as their proxy in order to do so. Appointing Members who wish to vote at the AGM should appoint the	You can show how you want your proxy to vote on each of the explanatory notes are set out in the accompanying Notice of resolutions. Full details of the resolutions together with	www.sharevote.co.uk where details of the voting procedure instructions online. To use this facility please visit voting
the Chair of the AGM as proxy will ensure that the member's vote is counted. While restrictions are in force precluding	proxy form is provided to enable you to withhold your vote on Annual General Meeting. The 'Vote withheld' option on the	number shown on the proxy form will be required to complete are shown. The Voting ID, Task ID and Shareholder Reference the procedure. To be valid, your online proxy appointment
physical attendance, no other person(s) appointed as proxy will be permitted to attend the AGM in person unless the	any particular resolution. However, it should be noted that a withheld vote is not a vote in law and will not be counted in	must be not later than 2.00pm on Tuesday 4 May 2021. Your appointment will not be accepted if found to contain a
count. If a member appoints the Chair of the AGM as his or her board decides otherwise, and the member's vote will not	the calculation of the proportion of the votes 'For' and 'Against' a resolution'.	computer virus.
proxy, the Chair will vote in accordance with the appointing member's instructions. If the Chair of the AGM is given	3 Your signature	6 Appointing your proxy via crest
discretion as to how to vote, he or she will vote in favour of each of the resolutions as set out in the notice of meeting.	someone else on your behalf, the power of attorney or other You must sign and date the proxy form. If it is signed by	Proxy appointments and voting instructions can also be made through the CREST electronic proxy appointment service.
Members can appoint a proxy by completing and returning a hard copy proxy form. A hard copy proxy form has been	authority under which it is signed (or a copy of the authority certified notarially) must be returned together with the	Please see the Notice of Annual General Meeting for full details. You can view the Notice of Annual General Meeting
completed and returned to the company's Registrars, Equiniti, provided with this notice of meeting. Such forms should be	proxy form.	at www.rathbones.com

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road Lancing BN99 8LU