REACH PLC — Proxy Solicitation & Information Statement 2022

Mar 28, 2022

Reach plc

Notice of Availability

2021 Annual Report and Accounts and Notice of 2022 Annual General Meeting.

Given the uncertainty of the past two years regarding the COVID-19 pandemic, should circumstances change in light of public health guidance and/or legislation issued by the UK Government, as early as possible, before the date of the meeting, we will notify shareholders of any change of arrangements with an announcement on our 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.

Important – please read carefully

The 2021 Annual Report and Accounts and Notice of 2022 Annual General Meeting of Reach plc are now available on the Company's website: www.reachplc.com

Proxy Form

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2022 Annual General Meeting of Reach plc to be held at Numis' Offices, 45 Gresham Street, London, EC2V 7BF on Thursday, 5 May 2022 at 11.00 a.m.

0625-0058

Voting ID

Task ID

Shareholder Reference Number

I/WE HEREBY APPOINT the Chair of the meeting OR the following person in respect of all my shares:

Number of shares the proxy is appointed over:

to be my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of Reach plc to be held at 11.00 a.m. on Thursday, 5 May 2022 and at any adjournment thereof. I appoint my/our proxy to attend, speak and vote in the manner indicated below (see Note 4 overleaf).

☐ Please indicate here with an 'X' if this proxy form is one of multiple instructions being given; please refer to Note 3 overleaf.

	For	Against	Vote Withheld	For	Against	Vote Withheld
1. Receive the audited Report and Accounts for the 52 weeks ended 26 December 2021 together with the reports of the directors' and auditor's	☐	☐	☐	12. To elect Barry Panayi as a director	☐	☐
2. Approve the Directors' Remuneration Report	☐	☐	☐	13. Re-appoint PricewaterhouseCoopers LLP as auditor	☐	☐
3. Declare a final dividend of 4.46 pence per ordinary share	☐	☐	☐	14. Authorise the Audit & Risk Committee acting on behalf of the directors to determine remuneration of the auditor	☐	☐
4. To re-elect Mr Nick Prettejohn as a director	☐	☐	☐	15. Authority to allot shares	☐	☐
5. To re-elect Mr Jim Mullen as a director	☐	☐	☐	16. Disapplication of pre-emption rights¹	☐	☐
6. To re-elect Mr Simon Fuller as a director	☐	☐	☐	17. Further disapplication of pre-emption rights¹	☐	☐
7. To re-elect Ms Anne Bulford as a director	☐	☐	☐	18. Authority for the Company to purchase own shares¹	☐	☐
8. To re-elect Mr Steve Hatch as a director	☐	☐	☐	19. Authority under Part 14 of the Companies Act 2006 to make political donations	☐	☐
9. To re-elect Dr David Kelly as a director	☐	☐	☐	20. Notice period for general meetings other than annual general meetings¹	☐	☐
10. To re-elect Ms Helen Stevenson as a director	☐	☐	☐	21. Approve the Reach Senior Manager Incentive Plan	☐	☐
11. To re-elect Ms Olivia Streatfeild as a director	☐	☐	☐	¹ Special resolution

Please mark this box ☐ if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised. This card should not be used for any comments, change of address or other queries. Please send separate instruction.

Date

Signed

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Reach plc

Reach plc

Explanatory Notes

1. The arrangements for attendance and voting at this year's 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 our website at 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/36rwkthh. 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.

2. Only holders of ordinary shares, or their duly appointed representatives are entitled to attend and vote at the meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf.

3. You can appoint the Chair of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.

4. To appoint more than one proxy, you should photocopy the Form of Proxy. Please indicate, in the box below the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned to the Company's registrar, Equiniti, by 11:00 a.m. on Tuesday, 3 May 2022.

5. To appoint the Chair of the meeting as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the Form of Proxy, but leave all other proxy appointment details blank.

6. To appoint a single proxy in respect of all your shares other than the Chair of the meeting, cross out only the words 'the Chair of the meeting' and insert the name and address of your proxy (who need not be a member of the Company).

Then complete the rest of the Form of Proxy, but leave all other proxy appointment details blank.

1. The Form of Proxy gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies, please cross out either or both of the words 'speak' or 'vote' as you feel appropriate where indicated by an asterisk.

2. If the Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with the Form of Proxy. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.

3. To be entitled to vote at the meeting (and for the purpose of determining the number of votes you may cast) you must be entered on the Company's register of members at 6.30 p.m. on 3 May 2022 or, if the meeting is adjourned, you must be entered on the register at 6.30 p.m. two days prior to the date of any adjourned meeting.

4. Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of AGM.

5. Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the meeting.

6. If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting by writing in each appropriate box the name of the proxy and the number of shares to be voted or withheld from voting by him or her.

7. The 'Withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.

8. Any alterations to this Form of Proxy should be initialled.

9. If you complete and return the Form of Proxy this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.

10. A corporation must seal the Form of Proxy or have it signed by an officer or attorney in person, and voting at the meeting be carried out by an officer or attorney in person should you subsequently decide to do so.

11. In the case of joint holders, only one need sign this Form of Proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

12. Electronic Proxy Appointment ('EPA') is available for this meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and shareholder reference number shown overleaf will be required to complete the procedure. The EPA will not be valid if received after 11.00 a.m. on Tuesday, 3 May 2022 and will not be accepted if found to contain a computer virus.

13. The CREST electronic proxy appointment service is available for this meeting. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST manual, so as to reach the Company's registrar, Equiniti, CREST participant ID RA19 by no later than 11.00 a.m. on 3 May 2022.

Admission card

Please detach and retain this section. Do not post with Proxy Form

2022 Annual General Meeting ('AGM') of Reach plc to be held on Thursday, 5 May 2022 at 11:00 a.m. at Numis' offices, 45 Gresham St, London, EC2V 7BF.

Given the uncertainty of the past two years regarding the COVID-19 pandemic, should circumstances change in light of public health guidance and/or legislation issued by the UK Government, as early as possible, before the date of the meeting, we will notify shareholders of any change of arrangements with an announcement on our 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.

If you wish to attend the meeting

Please bring this card with you as evidence of your right to attend and vote.

Please do not attend the meeting if you have symptoms or have tested positive for COVID-19.

If you are unable to attend the meeting

You may appoint a proxy: by post (please detach the Proxy Form, fill it in, sign it, and send it to Equiniti in the reply paid envelope provided); lodge your vote electronically at www.sharevote.co.uk; or, CREST participants may lodge proxy appointments via CREST. Further information on appointing a proxy is provided overleaf in the Explanatory Notes. Please note the deadline for receiving proxy appointments is 11:00 a.m. on Tuesday, 3 May 2022.

Shareholders are invited to submit any question via email to companysecretary@reachplc.com or in writing to AGM Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London, E14 5AP by 11:00 a.m. on Friday 22 April 2022. Answers of which 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 27 April 2022. We will however endeavour to answer questions received after 22 April 2022 but before the proxy deadline on 11:00 a.m. on 3 May 2022 and they will be posted to the Company's website www.reachplc.com after the meeting.

Address

Numis' offices, 45 Gresham Street, London, EC2V 7BF.

Public Transport

Underground St. Paul's station on the Central Line, or Mansion House station on the District and Circle Lines (approx. 5-10 mins walk).

Buses 11, 141, 21, 25, 26, 521, 8

AGM schedule

10:00 a.m. Registration desks open. Refreshments (tea and coffee) will be available.

11:00 a.m. The AGM starts and will be held in the Auditorium on the ninth floor.

Security

Cameras, telephones, other mobile devices, tape recorders and video cameras cannot be used in the meeting. It is a condition of entry to the meeting that all bags and packages will be subject to random search.