Record plc 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional advisor.

If you have sold or otherwise transferred all of your ordinary shares in Record plc, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Record plc

(the "Company")

(incorporated and registered in England and Wales under number 01927640)

Notice of Annual General Meeting 2016

Contents	Page
Letter from the Chairman of the Company	2
Notice of Annual General Meeting	7
Form of Proxy	11

Notice of the Annual General Meeting of the Company to be held at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP on 28 July 2016 at 10.00 a.m. is set out at the end of this circular.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received by the Company's registrars at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF, not less than 48 hours before the time of the holding of the Annual General Meeting.

RECORD

Record plc

(the "Company") (incorporated and registered in England and Wales under number 01927640)

Registered Office:
Morgan House
Madeira Walk
Windsor
Berkshire SL4 1EP

28 June 2016

Dear Shareholder,

Letter from the Chairman of the Company

The Company's Annual General Meeting (the "AGM") will take place at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP on 28 July 2016 at 10.00 a.m. The notice of the AGM (the "Notice of AGM") is set out on page 7 of this document.

Each shareholder registered on the register of members of the Company at 5.30 p.m. on 26 July 2016 is entitled to vote on resolutions numbered 1 to 13 contained in the Notice of AGM (the "Resolutions"). If you would like to vote on the Resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this document and return it to our registrars as soon as possible. They must receive it by 10.00 a.m. on 26 July 2016. Resolutions 1 to 10 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 11 to 13 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour. The notes detailed below are intended to help you understand the effect and purpose of the Resolutions.

You should read the contents of this document in conjunction with the annual report and financial statements of the Company for the period ended 31 March 2016 (the "Annual Report and Financial Statements"), a copy of which is enclosed with this document.

Resolution 1: To receive and adopt the Annual Report and Financial Statements

The Annual Report and Financial Statements are being sent to shareholders with the Notice of AGM. The directors of the Company (together, the "Directors" or the "Board") recommend that the Company receives and adopts the Annual Report and Financial Statements.

Resolution 2: To approve a final dividend

The Directors recommend a final dividend of 0.825 pence per ordinary share of £0.00025 in the capital of the Company for the year ended 31 March 2016 and this will be put to the shareholders for approval. Subject to approval by the shareholders, the final dividend will be paid on 3 August 2016 to shareholders on the register of members at the close of business on 1 July 2016.

Resolutions 3 and 4: To elect Jane Tufnell and Rosemary Hilary as Independent Directors of the Company

The Financial Conduct Authority introduced new provisions to the Listing Rules that came into force on 16 May 2014 relating to controlling shareholders and the election and re-election of independent non-executive directors. Under the rules, Neil Record is a controlling shareholder of the Company as he exercises or controls more than 30 per cent. of the votes able to be cast on all or substantially all matters at general meetings of the Company. Resolutions 3 and 4 relate to the election of Jane Tufnell and Rosemary Hilary as independent directors of the Company who the Board has determined are both independent for the purposes of the UK Corporate Governance Code. The Listing Rules require the election or re-election of any independent directors to be approved by both:

i) the shareholders of the Company; and
ii) the independent shareholders of the Company (being the shareholders of the Company that are entitled to vote on the election of directors who are not controlling shareholders of the Company).

Resolutions 3 and 4 are therefore being proposed as ordinary resolutions on which all shareholders may vote, but in addition the Company will separately count the number of votes cast by independent shareholders in favour of the Resolutions (as a proportion of the total votes of independent shareholders cast on the Resolutions) to determine whether the second threshold referred to in (ii) above has been met. The Company will announce the results of Resolutions 3 and 4 on this basis as well as announcing the results of the ordinary resolutions of all shareholders.

Under the Listing Rules, if a resolution to elect or re-elect an independent director is not approved by both a majority of the shareholders as a whole and a majority of the independent shareholders, a further resolution may be put to the shareholders as a whole at a meeting which must be held more than 90 days, but not more than 120 days, after the date of the original vote. This resolution need only be approved by a majority of the shareholders as a whole. The Listing Rules allow any independent directors not approved by the independent shareholders to remain in office until the further resolution has been voted on. Accordingly, if either of Resolutions 3 or 4 is approved by a majority of the shareholders of the Company as a whole but not by a majority of the independent shareholders, the relevant director(s) will be treated as

Record plc 2016

having been elected only for the period from the date of the AGM until the earlier of: (i) the close of any further meeting held more than 90, but not more than 120, days after the AGM; (ii) the date falling 120 days after the AGM; or (iii) the date of any announcement by the Board that it does not intend to hold a second meeting. If the appointment of either or both of Jane Tufnell or Rosemary Hilary is approved by a majority of the shareholders of the Company as a whole at the second meeting, they will then be elected until the next annual general meeting.

In addition, the Company is also required to provide details of: (i) any previous or existing relationship, transactions or arrangements between an independent director proposed for election or re-election and the Company, its Directors, Neil Record or any of his associates (in his capacity as a controlling shareholder); (ii) why the Company considers that the proposed independent director will be an effective Director; (iii) how the Company has determined that the proposed Director is an independent director; and (iv) the process by which the Company has selected each independent director. In this regard, the Board notes the following:

Relationships, transactions or arrangements involving independent directors

Confirmation is given that neither Jane Tufnell nor Rosemary Hilary has or had any existing or previous relationship, transaction or arrangement with the Company, any of its Directors or Neil Record (in his capacity as a controlling shareholder) or his associates, other than by virtue of their respective appointments as independent directors of the Company.

Independent director effectiveness

All Director effectiveness is judged equally and determined on the basis of the range of skills and experience of the individual in question. In this regard, Jane Tufnell and Rosemary Hilary (being the independent directors proposed for election), both possess extensive experience and skills across a wide range of disciplines within the financial services industry, all of which are key to the success of the Company's vision and strategy. We also assess effectiveness in the context of overall Board balance and as part of each annual performance review. In this regard, both Jane Tufnell and Rosemary Hilary are expected to make valid contributions to the achievement of the Company's goals.

Determination of independence

In common with other premium listed companies, we assess the independence of Directors in accordance with the recommendations of the UK Corporate Governance Code. This assessment is conducted at the time of appointment and is monitored as part of periodic reviews and assessments of conflicts of interest and seeks to determine that each independent director is independent in character and judgement and whether there are any relationships or circumstances likely to affect, or that could appear to affect, judgement.

Selection criteria of independent directors

The Nomination Committee constantly reviews the balance of the Board's skills, knowledge and experience. In seeking to enhance the skill set of the Board, the Nomination Committee is responsible for the identification, evaluation and recommendation of all Board candidates. As regards independent directors, all appointments are made on the basis of pre-determined job descriptions, which include estimates of time commitment requirements. When seeking candidates to fill specific Board positions, the existing Directors provide access to a wide network of potential candidates across the investment management industry and external recruitment consultants are also retained where appropriate to do so.

Election of Jane Tufnell as a Director

Under the Company's articles of association (the "Articles"), when the Board appoints a new Director either to fill a vacancy or as an addition to the Board, that Director shall hold office only until the next following annual general meeting, when they shall retire but shall be eligible for election. Jane Tufnell was appointed as a Non-executive Director on 14 September 2015 and so she will retire as a Director at the commencement of the AGM and immediately stand for election.

Brief biographical details for Jane Tufnell are set out on page 37 of the Annual Report and Financial Statements. She co-founded the investment management firm Ruffer LLP in 1994 and served on its management board until her retirement in June 2014. This experience will allow her, subject to her election to the Board, to contribute to the Company's development.

The Board is therefore of the opinion that Jane Tufnell should be elected as a Director at the AGM.

Shareholder attention is drawn to page 41 of the Annual Report and Financial Statements for details of the Company's formal evaluation process in relation to the performance of the Board, including Jane Tufnell.

Election of Rosemary Hilary as a Director

Rosemary Hilary was appointed as a Non-executive Director on 1 June 2016. In accordance with the Articles, Rosemary will therefore retire as a Director at the commencement of the AGM and immediately stand for election.

Brief biographical details for Rosemary Hilary are set out at page 37 of the Annual Report and Financial Statements. She was previously Chief Audit Officer at TSB prior to which she was the Head of Internal Audit at the Financial Conduct Authority (formerly the Financial Services Authority). This experience will allow her, subject to her election to the Board, to contribute to the Company's development.

The Board is therefore of the opinion that Rosemary Hilary should be elected as a Director at the AGM.

Record plc 2016

Letter from the Chairman of the Company continued

Resolution 5: To re-elect Neil Record as a Director

The Articles require that one third of the Directors shall retire from office by rotation at each annual general meeting and may stand for re-election. In addition, any Director who has been in office for more than three years since their appointment or last re-election must also retire and may offer himself for re-election. Accordingly, Neil Record will retire by rotation at the AGM and will stand for re-election.

Brief biographical details for Neil Record are set out on page 37 of the Annual Report and Financial Statements. He founded Record Currency Management Limited in 1983 and has, since that date, been central to the growth of the Company. His extensive experience as a Director allows him to contribute to the Company's development.

The Board is therefore of the opinion that Neil Record should be re-elected as a Director.

Resolution 6: To re-elect Steve Cullen as a Director

Pursuant to the requirement contained in the Articles that one third of the Directors shall retire from office by rotation (as detailed in the notes to Resolution 5 above), Steve Cullen will retire by rotation at the AGM and will stand for re-election.

Brief biographical details for Steve Cullen are set out at page 37 of the Annual Reports and Financial Statements. He joined the Company in 2003 and was appointed Chief Financial Officer in 2013 and is a qualified Chartered Accountant. This experience allows him to contribute to the Company's development.

The Board is therefore of the opinion that Steve Cullen should be re-elected as a Director.

Resolution 7: To re-elect Bob Noyen as a Director

Pursuant to the requirement contained in the Articles that one third of the Directors shall retire from office by rotation (as detailed in the notes to Resolution 5 above), Bob Noyen will retire by rotation at the AGM and will stand for re-election.

Brief biographical details for Bob Noyen are set out on page 37 of the Annual Report and Financial Statements. As the Company's Chief Investment Officer, Bob Noyen has extensive experience of investment products and investment strategy. This allows him to contribute to the Company's development.

The Board is therefore of the opinion that Bob Noyen should be re-elected as a Director.

Resolution 8: To re-appoint Grant Thornton UK LLP as auditor of the Company

The Directors recommend that Grant Thornton UK LLP should be re-appointed as the Company's auditor to hold office from the conclusion of the AGM until the conclusion of the next meeting at which accounts are laid before the Company and that the Directors be authorised to determine their remuneration.

Resolution 9: To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy)

Under the Companies Act 2006 (the "Act"), the Company is required to put a resolution to shareholders at each annual general meeting to approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), which forms part of the Annual Report and Financial Statements. The vote is advisory in nature and the Directors' entitlement to receive remuneration is not conditional on it.

Shareholders will be asked to approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), which can be found on pages 52 to 64 of the Annual Report and Financial Statements. The Directors recommend that shareholders approve the Directors' Remuneration Report.

Resolution 10: Authority to allot shares

The Act prevents directors from allotting shares without the authority of shareholders in general meeting. In certain circumstances this prohibition could be unduly restrictive. The Directors' existing authority to allot ordinary shares, which was granted at the Company's annual general meeting held on 23 July 2015, will expire at the end of the AGM.

Subject to shareholder approval by way of ordinary resolution, the Directors will be authorised, pursuant to section 551 of the Act, in place of all existing authorities, to allot:

(i) shares in the Company and to grant rights to subscribe for, or convert any security into, shares in the Company ("Relevant Securities") up to a maximum aggregate nominal amount of £18,448.40 (after deducting from any such limit any Relevant Securities allotted under paragraph (ii) below) (representing one third of the nominal value of the issued ordinary shares as at 27 June 2016 (being the last practicable date prior to the publication of the Notice of AGM)); and

(ii) Relevant Securities comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £36,896.80 after deducting from any such limit any Relevant Securities allotted under paragraph (i) above (such aggregate nominal amount of £36,896,80 representing two thirds of the nominal value of the issued ordinary shares as at 27 June 2016, being the last practicable date prior to the publication of the Notice of AGM) where the allotment is in connection with an offer by way of a rights issue in favour of holders of ordinary shares in the

Record plc 2016

capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange.

The Company does not currently hold any ordinary shares in treasury.

The authority conferred in respect of this Resolution will expire (unless previously revoked, varied or renewed) on 28 October 2017 or, if sooner, at the end of the next annual general meeting. However, the Company may make an offer or agreement prior to the expiry of this authority which would or might require Relevant Securities to be allotted after the expiry of this authority. In such circumstances, the Directors will be permitted to allot Relevant Securities pursuant to such offer or agreement as if this authority had not expired.

The Directors have no present plans to allot unissued shares. However, the Directors believe it to be in the best interests of the Company that they should continue to have this authority so that such allotments can take place to finance appropriate business opportunities that may arise.

Resolution 11: To disapply pre-emption rights

Unless they are given an appropriate power by shareholders, if the Directors wish to allot any of the shares in the Company for cash, grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme), they must first offer them to existing shareholders in proportion to their existing holdings. These are known as pre-emption rights (and are contained in section 561 of the Act).

The existing disapplication of these statutory pre-emption rights, which was granted at the Company's annual general meeting held on 23 July 2015, will expire at the end of the AGM. Accordingly, subject to shareholder approval by way of special resolution, the Directors will be given power, in place of all existing powers, to allot shares without the application of these statutory pre-emption rights. The Directors will be able to exercise this power:

(i) in relation to offers of equity securities by way of rights issue, open offer or similar arrangements (save that in the case of an allotment pursuant to the authority conferred by paragraph 10.2 in the Notice of AGM, such offer shall be by way of rights issue only); and
(ii) other than in relation to rights issues as above, up to an aggregate nominal amount of £5,534.52 (representing 10 per cent. of the nominal value of the issued ordinary shares as at 27 June 2016 (being the last practicable date prior to the publication of the Notice of AGM)).

These limits are in accordance with guidelines issued by the Pre-Emption Group and the Investment Association.

The Directors intend to adhere to the guidance in the Pre-Emption Group's Statement of Principles, as updated in March 2015, not to allot shares for cash on a non pre-emptive basis pursuant to the authority in Resolution 10 in excess of an amount equal to:

(i) 5 per cent. of the total issued ordinary share capital of the Company excluding treasury shares; or
(ii) 7.5 per cent. of the total issued ordinary share capital of the Company excluding treasury shares within a rolling three-year period, without prior consultation with shareholders,

in each case, other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The Directors recommend that shareholders approve the grant of this power. The power conferred will expire (unless previously revoked, varied or renewed) on 28 October 2017 or, if sooner, at the end of the Company's next annual general meeting. However, the Company may make an offer or agreement prior to the expiry of this power which would or might require equity securities to be allotted after the expiry of this power as if statutory pre-emption rights did not apply to such allotments. In such circumstances, the Directors will be permitted to allot equity securities pursuant to such offer or agreement as if this power had not expired.

The power sought and limits set will also apply to a sale by the Company of any shares it holds as treasury shares. The Act permits shares purchased by the Company out of distributable profits to be held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its employee share-based incentive schemes. Any subsequent transfers of treasury shares by the Company to satisfy the requirements of employee share-based incentive schemes will be made within the 10 per cent. anti-dilution limit for such share issues.

Resolution 12: Company's authority to purchase its own shares

Subject to shareholder approval by way of special resolution, the Company will be authorised to make market purchases (within the meaning of section 693(4) of the Act) of up to 22,138,080 ordinary shares, being 10 per cent. or less of the ordinary shares in issue as at 27 June 2016 (being the last practicable date prior to the publication of the Notice of AGM).

The maximum price that may be paid for each such ordinary share shall be the higher of:

(i) 5 per cent. above the average of the middle market quotations for an ordinary share (as derived from the Stock Exchange Daily Official List) for the five business days immediately before the day on which the purchase is made (exclusive of expenses); and

Record plc 2016
5

Letter from the Chairman of the Company continued

(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (exclusive of expenses).

The minimum price that may be paid for each such ordinary share shall be £0.00025 (exclusive of expenses).

The authority conferred shall (unless previously revoked, varied or renewed) expire on 28 October 2017 or, if sooner, at the end of the Company's next annual general meeting. However, if a contract for the purchase of ordinary shares is concluded before the expiry of this authority but the relevant purchase will or may be executed in whole or in part after the expiry of this authority, the Company is authorised to execute such purchase as if this authority had not expired.

The Directors are committed to managing the Company's capital effectively. The Directors currently have no plans to make such purchases and will only consider doing so if either (i) Neil Record sells a proportion of his holding of ordinary shares in the Company or (ii) the obligations contained in Rule 9 (Mandatory Offers) of the City Code on Takeovers and Mergers are "whitewashed" by obtaining the prior approval of the independent shareholders by means of ordinary resolution. In any event, purchases would only be made after considering the effect on earnings per share, and the benefits for shareholders generally. The Directors recommend that shareholders approve the grant of this authority.

The Company intends to hold in treasury any of its own shares that it purchases in accordance with the Act and pursuant to this authority. This will give the Company the ability to re-issue treasury shares quickly and cost effectively and will provide the Company with greater flexibility in the management of its capital base. However, in order to respond properly to the Company's capital requirements and the prevailing market conditions, the Board will need to assess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so.

The Company does not currently hold any ordinary shares in treasury.

As at 16 June 2016 (being the last practicable date prior to the publication of the Annual Report and Financial Statements), there were options outstanding and exercisable over 13,369,249 ordinary shares which, if exercised at that date, would have represented approximately 6.04 per cent. of the Company's issued ordinary share capital. However, as options under the Record plc Share Scheme are satisfied with existing issued shares, there would be no dilution of shareholders' interests on option exercise.

Resolution 13: Notice period for general meetings (other than annual general meetings)

The Shareholder Rights Directive (the "Directive") requires that all general meetings of the Company must be held on 21 days' notice unless shareholders agree to a shorter notice period. The Company is currently able to call general meetings (other than annual general meetings) on 14 clear days' notice. The Directors believe it is in the best interests of the shareholders of the Company to preserve the shorter notice period and, accordingly, the Company is proposing a resolution at the AGM so that it can, subject to its fulfilment of the requirements for electronic voting under the Directive, continue to be able to call general meetings on 14 clear days' notice. It is intended that this flexibility will only be used for non-routine business and where merited in the interests of the shareholders as a whole. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

Action to be taken in respect of the AGM

Shareholders will find attached at the end of this document a form of proxy for use at the AGM.

Whether or not you intend to be present at the AGM, you are requested to complete and return the form of proxy so as to reach the Company's Registrars, Capita Asset Services, at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF as soon as possible and in any event not later than 48 hours before the time appointed for the AGM.

Completion and return of a form of proxy will not, however, prevent you from attending the AGM and voting in person if you should wish to do so.

Recommendation

The Directors consider that all the Resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Board will be voting in favour of all the Resolutions and unanimously recommends that you do so as well.

Yours sincerely,

Neil Record

Chairman

Inspection of documents

The following documents will be available for inspection at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP for at least 15 minutes prior to and during the AGM:

Copies of the Executive Directors' service contracts.
Copies of the Non-executive Directors' letters of appointment.

Record plc 2016

Notice of Annual General Meeting

Record plc (the "Company") (registered in England and Wales under number 01927640)

This year's Annual General Meeting of the Company (the "AGM") will be held at Morgan House, Madeira Walk, Windsor, Berkshire SL4 1EP on 28 July 2016 at 10.00 a.m. You will be asked to consider and pass the resolutions below (the "Resolutions"). Resolutions 11 to 13 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

To receive and adopt the Annual Report and Financial Statements of the Company for the year ended 31 March 2016.
To approve a final dividend of 0.825 pence per ordinary share of £0.00025 in the capital of the Company (each an "Ordinary Share"), payable on 3 August 2016 to the shareholders on the register of members of the Company on 1 July 2016.
To elect Jane Tufnell as a Director of the Company.
To elect Rosemary Hilary as a Director of the Company.
To re-elect Neil Record as a Director of the Company.
To re-elect Steve Cullen as a Director of the Company.
To re-elect Bob Noyen as a Director of the Company.
To re-appoint Grant Thornton UK LLP as the Company's auditor to hold office from the conclusion of the AGM until the conclusion of the next meeting at which accounts are laid before the Company and to authorise the directors of the Company (the "Directors") to agree their remuneration.
To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out on pages 52 to 64 of the Annual Report and Financial Statements.
In accordance with section 551 of the Companies Act 2006 (the "Act") to generally and unconditionally authorise the Directors to exercise all the powers of the Company to allot:

10.1 shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Relevant Securities"), up to a maximum aggregate nominal amount of £18,448.40 (such amount to be reduced by the nominal amount allotted or granted under Resolution 10.2 below in excess of such amount); and

10.2 Relevant Securities comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £36,896.80 (after deducting from such limit any Relevant Securities allotted under Resolution 10.1 above) in connection with an offer by way of a rights issue in favour of holders of Ordinary Shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares, but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange,

for a period expiring (unless previously revoked, varied or renewed) on 28 October 2017 or, if sooner, at the end of the next annual general meeting of the Company, but in each case the Company may make an offer or agreement which would or might require Relevant Securities to be allotted after this authority expires and the Directors may allot Relevant Securities in pursuance of such offer or agreement as if this authority had not expired.

All previous unutilised authorities given to the Directors pursuant to section 551 of the Act shall cease to have effect at the conclusion of the AGM, save to the extent that those authorities are exercisable pursuant to section 551(7) of the Act by reason of any offer or agreement made prior to the date of this Resolution which would or might require shares to be allotted or rights to be granted on or after that date.

Record plc 2016

Notice of Annual General Meeting continued

Special resolutions

Subject to the passing of Resolution 10 above, generally to empower the Directors pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) wholly for cash, pursuant to the authority conferred by Resolution 10 above as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall expire on 28 October 2017 or, if sooner, at the end of the next annual general meeting of the Company 1) unless previously varied, revoked or renewed by the Company in general meeting and 2) provided that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after this power expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired. This power shall be limited to the allotment of equity securities:

11.1 in connection with an offer of equity securities (including, without limitation, under a rights issue, open offer or similar arrangements, save that in the case of an allotment pursuant to the authority conferred by paragraph 10.2 of Resolution 10, such offer shall be by way of rights issue only) in favour of holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares but subject to such exclusions or other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and

11.2 otherwise than pursuant to Resolution 11.1, up to an aggregate nominal amount of £5,534.52.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by Resolution 10" were omitted. All previous unutilised powers given to the Directors pursuant to sections 570 and 573 of the Act shall cease to have effect at the conclusion of the AGM.

To generally and unconditionally authorise the Company, pursuant to section 701 of the Act, to make market purchases (as defined by section 693(4) of the Act) of Ordinary Shares on such terms as the Directors shall determine, provided that:

12.1 the maximum number of Ordinary Shares which may be so acquired shall not be more than 10 per cent. of the Ordinary Shares in issue from time to time;

12.2 the minimum price which may be so paid is £0.00025 per Ordinary Share (exclusive of expenses); and

12.3 the maximum price which may be paid for each Ordinary Share shall be the higher of (i) 5 per cent. above the average of the middle market quotations for an Ordinary Share (as derived from The Stock Exchange Daily Official List) for the five business days immediately before the day on which the purchase is made (exclusive of expenses) and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out or otherwise as stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (2273/2003/EC) (exclusive of expenses).

This authority (unless previously revoked, varied or renewed) shall expire on 28 October 2017 or, if sooner, at the end of the next annual general meeting of the Company, except in relation to the purchase of Ordinary Shares, the contract for which was concluded before such date and which will or may be executed wholly or partly after such date.

That general meetings of the Company (other than any annual general meeting) may be called on not less than 14 clear days' notice.

28 June 2016

By order of the Board

Joanne Manning

Company Secretary

Registered Office: Morgan House, Madeira Walk, Windsor, Berkshire SL4 1EP

Registered in England and Wales No. 01927640

Record plc 2016

Notes

Rights to appoint a proxy

Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.
A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Capita Asset Services on 0871 664 0300 (calls cost 12 pence per minute plus your phone company's access charge, lines are open 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales).

Procedure for appointing a proxy

To be valid, the proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand to Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF no later than 10 a.m. on 26 July 2016. It should be accompanied by the power of attorney or other authority (if any) under which it is signed or a copy certified by a notary of such power or authority.
The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 12 below) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.

Changing or revoking proxy instructions

To change your proxy instructions, simply submit a new proxy appointment. Any amended proxy appointment must be received no later than the time referred to in Note 3 above.
If you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Capita Asset Services on 0871 664 0300 (calls cost 12 pence per minute plus your phone company's access charge, lines are open 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales) and ask for another proxy form.
If you submit more than one valid proxy appointment in respect of the same share for the purposes of the same meeting, the appointment last delivered or received shall prevail in conferring authority on the person named in it to attend the AGM and speak and vote.
In order to revoke a proxy instruction you will need to inform the Company by sending notice in writing clearly stating your intention to revoke your proxy appointment to the address referred to in Note 3 (accompanied by the power of attorney or other authority (if any) under which the revocation notice is signed or a copy certified by a notary of such power or authority). The revocation notice must be received no later than 10.00 a.m. on 26 July 2016.
In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified above then your proxy appointment will remain valid.

CREST proxy appointments

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 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.
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 the specifications of Euroclear UK & Ireland Limited ("Euroclear") and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction 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 RA10) by 10.00 a.m. on 26 July 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to Euroclear in the manner prescribed by Euroclear. 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 service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. 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, to procure that his 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The CREST Manual can be reviewed at www.euroclear.com/CREST.

Notice of Annual General Meeting continued

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.

Corporate representatives

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

Nominated persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in Notes 1, 2 and 11 above does not apply to Nominated Persons. The rights described in those Notes can only be exercised by shareholders of the Company.

Record Date

To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at 5.30 p.m. on 26 July 2016 (or, in the event of any adjournment, 5.30 p.m. on the date which is two days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.

Total Voting Rights

As at 27 June 2016 (being the last business day prior to the publication of this notice) the Company's issued share capital consisted of 221,380,800 ordinary shares of £0.00025 each, carrying one vote each. Therefore, the total voting rights in the Company as at 27 June 2016 was 221,380,800. As at 27 June 2016, the Company held no Ordinary Shares in treasury.

Publication on website

Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to:

(i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
(ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

A copy of this notice, and other information required by section 311A of the Act, can be found on the Investor Relations section of the Company's website at www.recordcm.com.

Other rights of shareholders

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

Communications

Shareholders who have general enquiries about the AGM should use the following means of communication. No other means of communication will be accepted. You may:
call the Company Secretary, Joanne Manning on 01753 852 222; or
email [email protected]
You may not use any electronic address provided in this notice of AGM for communicating with the Company for any purposes other than those expressly stated.

Record plc 2016

Form of Proxy Record plc

RECORD

For use by Ordinary Shareholders

Relating to the Annual General Meeting of the Company to be held on 28 July 2016 at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP, at 10.00 a.m. (the "AGM").

To be effective, this form must be lodged with the Company's registrars, Capita Asset Services, by 10.00 a.m. on 26 July 2016.

I/we. [FULL NAME(S) IN BLOCK CAPITALS]

of. [ADDRESS IN BLOCK CAPITALS]

being holder(s) of Ordinary Shares hereby appoint the chairman of the meeting or (see note overleaf)

as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 28 July 2016 at 10.00 a.m. and at any adjournment thereof.

The above proxy is appointed to exercise the rights attached to [all] OR [...] of the Ordinary Shares held by me.

My/our proxy is to vote on the resolutions as follows:

ORDINARY RESOLUTIONS	FOR	AGAINST	WITHHOLD
1. To receive and adopt the Annual Report and Financial Statements of the Company for the year ended 31 March 2016.	☐	☐	☐
2. To approve a final dividend of 0.825 pence per Ordinary Share payable on 3 August 2016 to shareholders on the register of members of the Company as at 1 July 2016.	☐	☐	☐
3. To elect Jane Tufnell as a Director of the Company.	☐	☐	☐
4. To elect Rosemary Hilary as a Director of the Company.	☐	☐	☐
5. To re-elect Neil Record as a Director of the Company.	☐	☐	☐
6. To re-elect Steve Cullen as a Director of the Company.	☐	☐	☐
7. To re-elect Bob Noyen as a Director of the Company.	☐	☐	☐
8. To re-appoint Grant Thornton UK LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next meeting at which accounts are laid before the Company and to authorise the Directors to agree their remuneration.	☐	☐	☐
9. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out on pages 52 to 64 of the Annual Report and Financial Statements of the Company for the year ended 31 March 2016.	☐	☐	☐
10. To authorise the Directors to allot Ordinary Shares pursuant to section 551 of the Companies Act 2006.	☐	☐	☐
SPECIAL RESOLUTIONS
11. To disapply the statutory pre-emption rights on share allotments contained in section 561 of the Companies Act 2006.	☐	☐	☐
12. To authorise the Company to make market purchases (as defined by section 693(4) of the Companies Act 2006) of Ordinary Shares.	☐	☐	☐
13. To permit general meetings of the Company (other than any annual general meeting) to be called by the Company on not less than 14 clear days' notice.	☐	☐	☐

In the absence of instructions, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolutions.

The proxy is also authorised to vote (or abstain from voting) on any business which may properly come before the meeting.

Date.

Signature(s).

PLEASE REFER TO NOTES OVERLEAF

Form of Proxy Record plc

NOTES:

As a shareholder in the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend and to speak and to vote at the AGM. A proxy does not need to be a shareholder in the Company. You may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share or Ordinary Shares held by you.
You may appoint a proxy in respect of all or some only of the Ordinary Shares held by you. If you do not want to appoint a proxy in respect of all of the Ordinary Shares held by you, delete the word "all" in square brackets and insert the number of Ordinary Shares in respect of which you wish to appoint your proxy in the box provided. If you sign and return this proxy form with no number inserted, you will be deemed to have appointed your proxy in respect of all of the Ordinary Shares held by you.
If you require additional proxy forms in order to appoint more than one proxy, please contact the Company's registrar, Capita Asset Services, on 0871 664 0300 (calls cost 12 pence per minute plus your phone company's access charge, lines are open 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales) or you may copy this form. You must also indicate in the separate box the number of Ordinary Shares in relation to which the proxy holder is authorised to act as your proxy. All proxy forms must be signed and should, wherever possible, be returned together in one envelope.
If you appoint more than one proxy in relation to the AGM (or any adjournment thereof), you must ensure that all of your proxy appointments together do not relate to more than the total number of Ordinary Shares held by you at 5.30 p.m. on 26 July 2016 (or, in the event of any adjournment, by the time which is 48 hours before the time of the adjourned meeting).
All shareholders are entitled to attend and vote at the AGM, whether or not they have returned a form of proxy.
If any other proxy is preferred, delete the words 'the Chairman of the Meeting or' and insert the name of the proxy you wish to appoint and initial the alteration. If you sign and return this proxy form with no name inserted in the box, the chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the chairman of the meeting, it is your responsibility to ensure that that person attends the AGM and is aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chairman of the meeting and give that person your directions.
To direct your proxy how to vote on the resolutions mark the appropriate box with a “✓” or an “X”. If no voting direction is given, your proxy can vote or abstain from voting as he or she chooses. Your proxy has the right to vote (or abstain from voting) as he or she chooses in relation to any other business (including a resolution to adjourn the meeting or to amend a resolution) which may properly come before the AGM.
The "vote withheld" option is provided to enable you to abstain on any particular resolution. However, it should be noted that a "vote withheld" 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.
To be valid, this proxy form must be received by post or (during normal business hours only) by hand at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF no later than 10.00 a.m. on 26 July 2016.
In the case of joint holders of any Ordinary Share, where more than one of the joint holders purports to appoint a proxy in respect of the same Ordinary Share, only the appointment submitted by the person whose name stands first in the register as one of the joint holders will be accepted.
This proxy form must be signed and dated by the shareholder or his or her attorney duly authorised in writing. In the case of a shareholder which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or other authority under which this proxy form is signed, or a copy certified by a notary of such power or authority, must be included with the proxy form.
For details of how to change your proxy directions or revoke your proxy appointment see the notes to the notice of AGM.
You may not use any electronic address provided in this proxy form or in any accompanying document for delivering this proxy form or communicating with the Company for any purposes other than those expressly stated.

Record plc 2016

AI assistant

Record Financial Group — Proxy Solicitation & Information Statement 2016

5199_agm-r_2016-06-28_07550b9b-78b8-402d-bab6-dfa238295994.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Record plc

Notice of Annual General Meeting 2016

Record plc

Letter from the Chairman of the Company

Resolution 1: To receive and adopt the Annual Report and Financial Statements

Resolution 2: To approve a final dividend

Resolutions 3 and 4: To elect Jane Tufnell and Rosemary Hilary as Independent Directors of the Company

Relationships, transactions or arrangements involving independent directors

Independent director effectiveness

Determination of independence

Selection criteria of independent directors

Election of Jane Tufnell as a Director

Election of Rosemary Hilary as a Director

Resolution 5: To re-elect Neil Record as a Director

Resolution 6: To re-elect Steve Cullen as a Director

Resolution 7: To re-elect Bob Noyen as a Director

Resolution 8: To re-appoint Grant Thornton UK LLP as auditor of the Company

Resolution 9: To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy)

Resolution 10: Authority to allot shares

Resolution 11: To disapply pre-emption rights

Resolution 12: Company's authority to purchase its own shares

Resolution 13: Notice period for general meetings (other than annual general meetings)

Action to be taken in respect of the AGM

Recommendation

Inspection of documents

Ordinary resolutions

Special resolutions

Notes

Rights to appoint a proxy

Procedure for appointing a proxy

Changing or revoking proxy instructions

CREST proxy appointments

Corporate representatives

Nominated persons

Record Date

Total Voting Rights

Publication on website

Other rights of shareholders

Communications

For use by Ordinary Shareholders

Form of Proxy Record plc

NOTES:

More from Record Financial Group

Record Financial Group Proxy Solicitation & Information Statement 2016