Rathbones Group PLC — Proxy Solicitation & Information Statement 2026

Apr 2, 2026

2026 Annual General Meeting

The Rathbones Group Plc: Registered office: 30 Gresham Street, London EC2V 7QN. Registered in England No. 01000403.

RATHBONES

Rathbones Group Plc – Proxy Form

Shareholder Reference

You can also appoint a proxy online at www.shareview.co.uk by creating an online portfolio using your Shareholder Reference Number above 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 7 May 2026 at 9:00am 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
1. To adopt the reports of the Directors and the auditors and the audited financial statements for the year ended 31 December 2025	☐	☐	☐
2. To approve the Directors’ remuneration report for the year ended 31 December 2025	☐	☐	☐
3. To declare a final dividend of 68p per share for the year ended 31 December 2025	☐	☐	☐
4. To re-elect Clive Bannister as a Director	☐	☐	☐
5. To elect Jonathan Sorrell as a Director	☐	☐	☐
6. To re-elect Iain Hooley as a Director	☐	☐	☐
7. To re-elect Iain Cummings as a Director	☐	☐	☐
8. To re-elect Terri Duhon as a Director	☐	☐	☐
9. To re-elect Sarah Gentleman as a Director	☐	☐	☐
10. To re-elect Dharmash Mistry as a Director	☐	☐	☐
11. To re-elect Henrietta Baldock as a Director	☐	☐	☐
12. To re-appoint Deloitte LLP as auditors of the company	☐	☐	☐
13. To authorise the Audit Committee of the Board of Directors to agree the remuneration of the auditors	☐	☐	☐
14. To approve a general authority to allot ordinary shares	☐	☐	☐
15.* To authorise the disapplication of pre-emption rights	☐	☐	☐
16.* To further authorise the disapplication of pre-emption rights regarding shares issued in connection with an acquisition or capital investment	☐	☐	☐
17.* To authorise market purchases of ordinary shares	☐	☐	☐
18.* To authorise the convening of a general meeting, other than an 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, West Sussex, BN99 8LU. No stamp will be required.

Signature

Date

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5

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

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 9:00am on Tuesday 5 May 2026. Alternatively, a member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.shareview.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 +44 (0)371 384 2417 or you may photocopy this form. Lines are open from 8.30am to 5.30pm, Monday to Friday. 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-KBKU
Equiniti
Aspect House
Spencer Road
LANCING
BN99 8LU

No stamp is required.

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.shareview.co.uk where details of the voting procedure are shown. You will need to create an online portfolio using your Shareholder Reference number shown on the proxy form. To be valid, your online proxy appointment must be not later than 9:00am on Tuesday 5 May 2026. 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

To be valid the proxy form must be received by Equiniti not later than 9:00am on Tuesday 5 May 2026.