REACH PLC

AGM Information • Oct 20, 2023

Notice of General Meeting in connection with the proposed reduction of the Share Premium Account

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Reach plc please forward this document, together with the accompanying documents (but not the personalised Form of Proxy), to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Reach plc

(Incorporated and registered in England and Wales No. 82548)

Notice of a General Meeting of the Company and a letter from your Chairman including an explanation of the special business to be conducted at the General Meeting which is to be held on Wednesday, 15 November 2023 at 10.00 a.m. at Norton Rose Fulbright LLP's office at 3 More London Riverside, London, SE1 2AQ.

Whether or not you propose to attend the General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be received by no later than 10.00 a.m. on Monday, 13 November 2023. Completion and return of the Form of Proxy will not prevent you from attending and voting at the General Meeting in person, should you wish. Alternatively you can register your proxy vote electronically no later than 10.00 a.m. on Monday, 13 November 2023, either at www.sharevote.co.uk or, if you are a CREST member, by using the service provided by Euroclear.

Further details are given in the notes to this document.

Chairman's letter

Reach plc (Incorporated and registered in England and Wales No. 82548)

Dear Shareholder

Introduction

As we announced on 10 October 2023, your Board is seeking a court approved Capital Reduction to maintain the Company's ability to pay dividends to its Shareholders and return capital to Shareholders, whilst also investing to grow the business and meeting our funding commitments to the defined benefit pension schemes.

The purpose of the Capital Reduction is to increase the Company's distributable reserves. Your approval is being sought to the proposal at a General Meeting convened to take place on Wednesday, 15 November 2023, notice of which is set out at the end of this document.

The purpose of this document is to provide you with the background to the proposal. The Board believes the Capital Reduction will promote the success of the Company and is in the best interests of the Company and its Shareholders as a whole. Your directors unanimously recommend that you vote in favour of the Resolution to be proposed at the General Meeting.

Background to and reasons for the Capital Reduction

The Company has built up a substantial capital reserve in its Share Premium Account through the issue by the Company of Ordinary Shares at a premium to their nominal value of 10p. Amounts credited to the Share Premium Account form a non-distributable capital reserve. The Company's ability to use any amount credited to the Share Premium Account is limited by the Act. In particular, it cannot be used for the payment of dividends to Shareholders. The balance standing to the credit of the Company's Share Premium Account is currently £605,410,480.30.

The Company is not permitted to pay any dividends unless it has distributable reserves. As at 25 June 2023, but after taking into account the interim dividend for 2023 which was paid on 22 September 2023, there was a credit of £87.0m on the Company's profit and loss account, which is a distributable reserve.

As the Share Premium Account has only limited applications and cannot be used to pay dividends, the Company is proposing to cancel the entirety of its Share Premium Account in order to create distributable reserves for the Company that will be available to support the future payment by the Company of dividends or other distributions to its Shareholders, as considered appropriate and in accordance with and subject to the Company's Dividend Policy. The Capital Reduction of itself will not involve any return of capital to any Shareholder.

The Capital Reduction

Under the Act, a public company may reduce its capital and Share Premium Account provided that it obtains the approval of its shareholders by special resolution in a general meeting and that the Court confirms the reduction. The reserve arising on such a reduction of capital may be credited to its distributable reserves.

Registered office One Canada Square Canary Wharf London E14 5AP

20 October 2023

The Company proposes, subject to approval by Shareholders, to apply to the Court to confirm the cancellation of the balance standing to the credit of the Company's Share Premium Account. The reserve of £605,410,480.30 arising on the cancellation of the Share Premium Account would be credited to the profit and loss account of the Company and maintain the Company's capacity to make future payments of dividends or other distributions to its Shareholders. The notice of General Meeting set out at the end of this document contains the Resolution to give effect to the proposed Capital Reduction of the Company.

Court confirmation

If the Capital Reduction is approved by Shareholders, the Company intends to apply to the Court for an appropriate Court order. The Capital Reduction will only take effect if confirmed by the Court and upon the order of the Court confirming the Capital Reduction being registered with the Registrar of Companies in England and Wales. It is expected that, if confirmed by the Court, the Court order confirming the Capital Reduction will be effective before the end of 2023.

Having obtained professional advice, your Board is confident that it should be able to secure the necessary Court confirmation, but there can be no certainty about this as confirmation of the Capital Reduction is at the discretion of the Court. If, for any reason, the Capital Reduction is not confirmed by the Court, the Capital Reduction will not proceed.

The Capital Reduction will not affect the validity or the number of the Ordinary Shares held by Shareholders and existing share certificates will remain valid.

How to participate in the Meeting remotely

To support engagement with our shareholders we are providing a facility to allow shareholders to listen to the business of the Meeting, but not vote or ask questions, via webcast by using this link https://edge.media-server.com/ mmc/p/pauwsnpz. Please note that shareholders who join remotely will not count in the quorum for the Meeting. Please check the Company's website www.reachplc.com in advance of the Meeting in case there are any further changes to the arrangements for the Meeting.

Procedures at the Meeting

Members are entitled to appoint a proxy in respect of some or all of their shares. Shareholders are permitted to appoint multiple proxies. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this document.

Details of how to appoint multiple proxies are set out in the explanatory notes on your Form of Proxy.

The Resolution to be put to the Meeting will be voted on by way of a poll. The Board considers that a poll is a more democratic way of voting since it allows the votes of all Shareholders to be counted. I will call for the poll at the start of the formal business of the Meeting.

Action to be taken

A Form of Proxy for use at the Meeting is enclosed with this document and Shareholders are strongly encouraged to submit their Form of Proxy in advance of the Meeting. Whether or not you propose to attend the Meeting in person, it is important that you complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon and return it to the registrars, Equiniti at Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible and in any event no later than 10.00 a.m. on Monday, 13 November 2023.

If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti on +44 (0) 371 384 2235. Lines are open from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding bank holidays). You may prefer to submit your proxy electronically. If so, please access the website www.sharevote.co.uk, which is operated by Equiniti, where full details of the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required to use the electronic proxy appointment system.

The deadline for receipt of electronic proxies is no later than 10.00 a.m. on Monday, 13 November 2023. Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the Meeting by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.

CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider(s). The completion and return of a Form of Proxy will not preclude you from attending the Meeting and voting in person. Further details of submitting proxy documentation can be found in the explanatory notes on your Form of Proxy.

The results of voting at the Meeting will be announced through a Regulatory Information Service and made available on the Company's website www.reachplc.com as soon as possible following the Meeting.

Shareholders are invited to submit any question via email to company.secretary@reachplc.com or in writing to GM Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London, E14 5AP by 10.00 a.m. on Friday, 3 November 2023. Answers will be posted on the Company's website www.reachplc.com as a written Q&A, grouped into themes relevant to the business of the Meeting as soon as practicable, and no later than Wednesday, 8 November 2023. We will however endeavour to answer questions received after Friday, 3 November 2023 but before the proxy deadline on 10.00 a.m. on Monday, 13 November 2023 and they will be posted to the Company's website www.reachplc.com after the Meeting.

Recommendation

Your directors believe that the Resolution referred to in this letter to be proposed at the Meeting will promote the success of the Company and is in the best interests of the Company and its Shareholders as a whole. Your directors unanimously recommend Shareholders to vote in favour of the Resolution as each of your directors intends to do in respect of their own shareholdings.

If arrangements for the Meeting change before the date of the Meeting, we will notify Shareholders of any changes with an announcement on the Company's website at www.reachplc.com and via a Regulatory Information Service. Any updates to the position will be included on our website at www.reachplc.com.

Yours faithfully,

Nick Prettejohn Chairman

Notice of General Meeting

Notice is hereby given that a General Meeting of Reach plc will be held at Norton Rose Fulbright LLP's office at 3 More London Riverside, London, SE1 2AQ on Wednesday, 15 November 2023 at 10.00 a.m. to consider and, if thought fit, pass the following resolution which will be proposed as a special resolution, namely:

Special Resolution

THAT, subject to the confirmation of the High Court of Justice in England and Wales, the balance standing to the credit of the share premium account of the Company be cancelled.

By Order of the Board

Lorraine Clover Company Secretary

Registered Office: One Canada Square Canary Wharf London E14 5AP

20 October 2023

Shareholders entitled to attend and vote

• 1. The arrangements for attendance and voting at the Meeting and for asking questions on the business of the Meeting are explained in the Chairman's letter. Any changes to the arrangements will be communicated to Shareholders, as soon as possible, before the Meeting on the Company's website www.reachplc.com and where appropriate, via a Regulatory Information Service. As explained in the Chairman's letter, we are providing a facility to allow Shareholders to listen to the business of, but not participate in or ask questions at, the Meeting via a webcast by using this link https://edge.media-server.com/mmc/p/pauwsnpz. Please check the Company's website www.reachplc. com in advance of the Meeting in case there are any changes to the arrangements for the Meeting.
• 1. Holders of Ordinary Shares, or their duly appointed representatives are entitled to attend, vote and speak at the Meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to attend, vote and speak on his/her behalf.
• 1. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended) and for the purposes of section 360B of the Act, the Company specifies that only those Shareholders registered in the register of members of the Company as at 6.30 p.m. on Monday, 13 November 2023 (the 'Specified Time') (or, if the Meeting is adjourned to a time more than 48 hours after the Specified Time, by 6.30 p.m. on the day which is two days prior to the time of the adjourned meeting) shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time. If the Meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast at the adjourned meeting). Changes to entries on the relevant register of securities after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

Voting by proxy

1. A Form of Proxy is enclosed with this document, and members who wish to use it should see that it is deposited, duly completed, together with any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) with the Company's Registrar not less than 48 hours before the time fixed for the Meeting. Completion and posting of the Form of Proxy will not preclude Shareholders from attending and voting in person at the Meeting should they wish to do so. You may appoint a proxy: (i) by post (please detach the Form of Proxy, fill it in, sign it, and send it to Equiniti in the reply paid envelope provided); or (ii) electronically at www.sharevote.co.uk; or, (iii) for CREST participants by lodging proxy appointments via CREST.

2. 1. Members are entitled to appoint a proxy in respect of some or all of their shares. Members are also entitled to appoint more than one proxy. If a member appoints more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. A space has been included on the Form of Proxy to allow members to specify the number of shares in respect of which that proxy has been appointed. Members who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares.
3. 1. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti Registrars by telephone on +44 (0) 371 384 2235 (please note lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding bank holidays) or in writing to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA.
4. 1. Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through the Equiniti website at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required to use this electronic proxy appointment system. Alternatively, Shareholders who have already registered with Equiniti Registrars' online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk. Once logged in, simply click 'View' on the 'My investments' page and then click on the link to vote, and follow the on-screen instructions.
5. 1. A proxy appointment submitted by hard copy form or made electronically will not be valid if sent to any address other than those provided or if received after 10.00 a.m. on Monday, 13 November 2023. Please note that any electronic communication found to contain a computer virus will not be accepted.

Electronic proxy appointment through CREST

• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. 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.
• 1. 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 UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com).
• 1. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instructions given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time-stamp 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.
• 1. 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 services providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages.
• 1. 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 or 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com). 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 (as amended).

Nominated Persons

• 1. The right to appoint a proxy does not apply to persons who have been nominated by a Shareholder to enjoy rights under the Act (a 'Nominated Person'). A copy of this Notice is therefore sent to a Nominated Person for information purposes only. A Nominated Person may have a right under an agreement with the Shareholder by whom he was nominated to be appointed (or to have someone else appointed) as a proxy for the Meeting. Alternatively, if a Nominated Person does not have such a right, or does not wish to exercise it, they may have a right under such an agreement to give instructions to the Shareholder as to the exercise of voting rights.
• 1. Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.

Voting by corporate representatives

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Questions at the Meeting

1. Any member attending the Meeting in person has a right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Documents available for inspection

• 1. A copy of the current Articles of Association will be available for inspection at an agreed time at the Company's registered office, One Canada Square, Canary Wharf, London E14 5AP. So that appropriate arrangements can be made for Shareholders wanting to inspect documents, we request that you please e-mail company.secretary@reachplc.com to book an appointment to view these documents during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded).
• 1. The Articles of Association will also be available for inspection at Norton Rose Fulbright LLP's office at 3 More London Riverside, London, SE1 2AQ from 9.45 a.m. on Wednesday, 15 November 2023 until the conclusion of the Meeting.

Total voting rights

• 1. As at 18 October 2023, being the latest practicable date prior to publication of this Notice, the Company's issued share capital consists of 322,085,269 Ordinary Shares including treasury shares with a nominal value of 10 pence carrying one vote each. The Company holds 4,110,884 Ordinary Shares in treasury. Therefore, the total voting rights in the Company as at 18 October 2023 are 317,974,385.
• 1. The contents of this Notice details of the total number of shares in respect of which members are entitled to exercise voting rights at the Meeting as at 18 October 2023, being the last practicable date prior to the printing of this Notice, and if applicable, any members' statements, members' resolutions or members' matters of business received after the date of this Notice will be available on the Company's website www.reachplc.com.

Notes continued

Automatic poll voting

1. The resolution(s) to be put to the Meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the Meeting. The results of the poll will be published on the Company's website www.reachplc.com and announced via a Regulatory Information Service once the votes have been counted and verified.

Means of communication

1. Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice, Form of Proxy, or Chairman's letter should not be used for the purpose of serving information on the Company (including the service of documents or information relating to the proceedings at the Meeting).

Privacy Notice

1. The latest version of our Shareholder privacy notice including how we safeguard your personal data is available on the Company's website www.reachplc.com/investors/shareholderinformation/shareholder-privacy-notice.

Receiving your dividend payments

• 1. The Capital Reduction will not involve any return of capital to any Shareholder. The next scheduled Reach plc dividend will be the final dividend for 2023, payable in June 2024. To continue to receive future Reach plc dividends and any other money payable to you in connection with your Reach plc shares, if you haven't already, you will need to provide your bank or building society account details so that payments can be made directly to your nominated account by direct credit.
• 1. If you do not provide this information, you will not receive the money until your bank details are received, after which, payment will be credited to your account as soon as possible.
• 1. You can provide your bank details online or download a bank mandate form at www.shareview.co.uk, or you can contact Equiniti Registrars by telephone on +44 (0) 371 384 2235 (please note lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding bank holidays.

Glossary

The following definitions apply throughout this document unless the context otherwise requires:

'Act'	means the Companies Act 2006 (as amended from time to time)
'Board'	means the directors of the Company
'Capital Reduction'	means the proposed cancellation of the balance standing to the credit of the Share Premium Account
'Court'	means the High Court of Justice of England and Wales
'Dividend Policy'	means the dividend policy of the Company as set out on pages 142 and 143 of the Annual Report And Accounts of the Company for the financial year ended 25 December 2022
'Effective Date'	means the date on which the Capital Reduction is expected to take effect by registration of the order of the Court relating to the Capital Reduction with the Registrar of Companies of England and Wales
'Form of Proxy'	the form of proxy accompanying this document for use by Shareholders in relation to the General Meeting
'Group' or 'Reach'	means the Company and its subsidiary undertakings
'Meeting' or 'General Meeting'	means the General Meeting of the Company to be held on Wednesday, 15 November 2023, notice of which is contained in this document, or any adjournment of that meeting
'Ordinary Share' or 'Ordinary Shares'	means an ordinary share of 10p each in the capital of the Company
'Resolution'	means the special resolution set out in the notice of the General Meeting contained in this document
'Share Premium Account'	means the non-distributable capital reserve with that name in the balance sheet in the accounts of the Company
'Shareholders'	means holders of ordinary shares
'Reach' or 'Company'	means Reach plc

Expected Timetable of Events

Latest time and date for lodging Forms of Proxy for use at the General Meeting	10.00 a.m. on Monday, 13 November 2023
General Meeting	10.00 a.m. on Wednesday, 15 November 2023
Expected date for initial directions hearing of the Court	24 November 2023
Expected date of Court hearing to confirm the Capital Reduction	5 December 2023

Note:

All dates except those of the General Meeting and the date for lodging Forms of Proxy are estimates only, being subject to agreement of hearing dates with the Court or their postponement by the Court. The date of receipt of confirmation (if confirmed) by the Court cannot be predicted with any certainty. However, if confirmed, it is expected the Capital Reduction will be effective by the end of 2023. The timetable assumes that the General Meeting is not adjourned.

Reach plc

Registered Office: One Canada Square, Canary Wharf, London E14 5AP T: 020 7293 3000

www.reachplc.com

Company number: 82548