Rathbones Group PLC — AGM Information 2022

Mar 31, 2022

2022 Annual General Meeting

The Rathbones Group Plc 2022 Annual General Meeting (AGM) will be held at 8 Finsbury Circus, London EC2M 7AZ on Thursday 5 May 2022 at 09:30am.

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

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Rathbones Group 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 Rathbones Group Plc to be held on Thursday 5 May 2022 at 09:30am 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*)	For Against	Vote withheld		Resolutions (Special resolution denoted by*)	For Against	Vote withheld
1	To adopt the reports of the directors and the auditors and the			12	To re-appoint Deloitte LLP as auditors of the company
	audited financial statements for the year ended 31 December 2021			13	To authorise the audit committee
2	To approve the directors' remuneration report for the year				of the board of directors to agree the remuneration of the auditors
	ended 31 December 2021			14	To approve an authority to make political donations and to incur
3	To declare a final dividend of 54p per share for the year ended 31				political expenditure
	December 2021			15	To approve a general authority to allot ordinary shares
4	To re-elect Clive Bannister as a director				16* To authorise the disapplication of
5	To re-elect Paul Stockton as a director				pre-emption rights 17* To further authorise the
6	To re-elect Jennifer Mathias as a director				disapplication of pre-emption rights regarding shares issued in connection with an acquisition
7	To re-elect Colin Clark as a				or capital investment
8	director To elect Iain Cummings as a				18* To authorise market purchases of ordinary shares
9	director To re-elect Terri Duhon as a				19* To adopt a new set of Articles of Association
	director				20* To authorise the convening
	10 To re-elect Sarah Gentleman as a director				of a general meeting (other than the AGM) on not less than
11	To elect Dharmash Mistry as a director				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

Notes

1 Your proxy

Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights to attend, speak and vote on their behalf at the Meeting. Members can appoint a proxy by completing and returning a hard copy proxy form. A hard copy proxy form has been provided with this notice of meeting. Such forms should be completed and returned to the company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by no later than 09:30am on Tuesday 3 May 2022. Alternatively, a member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.sharevote.co.uk. To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted so as to be received by the same time. Appointing a proxy will not prevent a member from attending in person and voting at the AGM.

If your 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 proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). To appoint more than one proxy, additional proxy forms may be obtained by contacting the company's registrars, Equiniti, on 0371 384 2417 or from overseas on +44 121 415 7047 or you may photocopy this form. Lines are open from 8.30am to 5.30pm, Monday to Friday ( excluding public holidays in England and Wales). Please indicate 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. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.

2 The resolutions

You can show how you want your proxy to vote on each of the resolutions. Full details of the resolutions together with explanatory notes are set out in the accompanying Notice of Annual General Meeting. The 'Vote withheld' option on the proxy form is provided to enable you to withhold your vote on any particular resolution. However, it should be noted that a withheld vote 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.

3 Your signature

You must sign and date the proxy form. If it is signed by someone else on your behalf, the power of attorney or other authority under which it is signed (or a copy of the authority certified notarially) must be returned together with the proxy form. In the case of a corporation, the proxy must be executed under its common seal or signed by a duly authorised officer. In the case of joint shareholders, the signature of any one holder will be sufficient but the names of the joint shareholders must be stated. The vote of the senior joint holder who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the holders stand in the register of members in respect of the joint holding.

4 Return of proxy form

Please detach and return the proxy form to the company's registrars, Equiniti, at the address below. If you do not want to return the proxy form without it being in an envelope, please return it in an envelope to:

Freepost RTHJ-CLLL-KBKUEquiniti Aspect House Spencer Road LANCING

BN99 8LU

No stamp is required.

To be valid the proxy form must be received by Equiniti not later than 09:30AM on Tuesday 3 May 2022.

5 Appointing your proxy online

As an alternative to completing and returning a paper proxy form, you can appoint a proxy and give your voting instructions online. To use this facility please visit www. sharevote.co.uk where details of the voting procedure are shown. The Voting ID, Task ID and Shareholder Reference number shown on the proxy form will be required to complete the procedure. To be valid, your online proxy appointment must be not later than 09:30am on Tuesday 3 May 2022. Your appointment will not be accepted if found to contain a computer virus.

6 Appointing your proxy via crest

Proxy appointments and voting instructions can also be made through the CREST electronic proxy appointment service. Please see the Notice of Annual General Meeting for full details.

You can view the Notice of Annual General Meeting at www.rathbones.com

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