Record Financial Group — Proxy Solicitation & Information Statement 2017

Jun 21, 2017

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the contents of 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, please send the accompanying circular from the Company dated 21 June 2017 (the "Circular") (but not this Tender Form or the accompanying Form of Proxy) at once to the purchaser, transferee or agent through whom the sale or transfer was effected. However, the Circular should not be forwarded or transmitted in or into any Restricted Jurisdiction.

If you hold any of your Ordinary Shares via CREST, you should not complete a Tender Form in respect of those Ordinary Shares, but should instead refer to Part II of the accompanying Circular on how to tender such Ordinary Shares. Do not complete or return this Tender Form if you do not wish to tender any Ordinary Shares.

Cenkos, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cenkos or for affording advice in relation to the Tender Offer.

Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos by the Financial Services and Markets Act 2000 (as amended), the Financial Services Act 2012, or the regulatory regimes established thereunder, Cenkos accepts no responsibility whatsoever for the contents of the Circular and Tender Form and disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of the Circular and Tender Form.

This Tender Form should be read in conjunction with the Circular, the terms and conditions of which form part of this Tender Form. Unless the context otherwise requires, the definitions used in the Circular apply in this Tender Form.

RECORD PLC

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

Proposed purchase of up to 22,326,475 Ordinary Shares at £0.44790 per share pursuant to a Tender Offer

Shareholder Tender Form

IF YOU HOLD ANY OF YOUR ORDINARY SHARES VIA CREST, YOU SHOULD NOT COMPLETE A TENDER FORM IN RESPECT OF THOSE ORDINARY SHARES, BUT SHOULD INSTEAD REFER TO PART II OF THE ACCOMPANYING CIRCULAR ON HOW TO TENDER SUCH ORDINARY SHARES.

DO NOT COMPLETE OR RETURN THIS TENDER FORM IF YOU DO NOT WISH TO TENDER ANY ORDINARY SHARES.

The Tender Offer will only be available to Qualifying Shareholders on the Register on the Record Date and in respect of the number of Ordinary Shares registered in those Shareholders' names at such time and will close at 1.00 p.m. on 12 July 2017.

IF YOU WANT TO TENDER ANY OR ALL OF YOUR ORDINARY SHARES IN THE TENDER OFFER, PLEASE SEND THIS COMPLETED, SIGNED AND WITNESSED TENDER FORM, TOGETHER WITH ANY VALID SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE IN RESPECT OF THE ORDINARY SHARES TENDERED, BY POST IN THE ACCOMPANYING REPLY PAID ENVELOPE (FOR USE IN THE UK ONLY) OR (DURING NORMAL BUSINESS HOURS ONLY) BY HAND TO THE RECEIVING AGENT, CAPITA ASSET SERVICES, CORPORATE ACTIONS, THE REGISTRY, 34 BECKENHAM ROAD, BECKENHAM, KENT, BR3 4TU AS SOON AS POSSIBLE AND, IN ANY EVENT, SO AS TO BE RECEIVED BY NOT LATER THAN 1.00 P.M. ON 12 JULY 2017.

To participate in the Tender Offer, please complete page 3 of this Tender Form by following the corresponding instructions and further notes set out on pages 2, 3 and 4 of this Tender Form. A Tender Form, once received by the Receiving Agent, will be irrevocable. The full terms and conditions of the Tender Offer are set out in the Circular.

Please read Part II of the Circular, the terms of which are incorporated into and form part of this Tender Form.

The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read the paragraph headed "Overseas Shareholders" set out in paragraph 6 of Part II of the Circular. This Tender Form does not constitute an offer to purchase, or solicitation of an offer to sell, Ordinary Shares in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws.

Accordingly, unless otherwise determined by Cenkos and permitted by applicable law and regulation, this Tender Form is not being, nor may it be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving the Tender Form (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdiction, as to do so may invalidate any purported acceptance of the Tender Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward the accompanying Tender Form to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.

A Tender Form sent in an envelope postmarked in any Restricted Jurisdiction or otherwise appearing to Cenkos or the Receiving Agent to have been sent from any Restricted Jurisdiction may be rejected as an invalid tender.

If, in Cenkos's determination (in consultation with the Company), the Tender Form has not been validly completed, the tender may not be accepted as a valid tender.

Please read the Circular and this Tender Form carefully. If you have any questions with regard to the Tender Offer or on how to complete the Tender Form, please contact Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

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Page 2

HOW TO COMPLETE THIS FORM

REGISTERED SHAREHOLDER DETAILS

If the name(s) or address(es) shown on the top left of page 3 are incorrect, please add the correct details in BLOCK CAPITALS into Box 3. Unless you complete Box 3A or Box 3B to indicate otherwise, this is the address to which your proceeds from the Tender Offer will be sent.

BALANCE OF ORDINARY SHARES

The number shown in Box A on page 3 is the total number of Ordinary Shares registered against your name(s) on the register of members of the Company at close of business on 19 June 2017. This is provided for information purposes only. The number of Ordinary Shares that can be tendered in the Tender Offer must not exceed the number of Ordinary Shares held by you at 5.00 p.m. on 12 July 2017 (or such later time and date as the Company may determine to be the Record Date). There is no requirement for you to tender any Ordinary Shares in the Tender Offer.

CONTACT TELEPHONE NUMBER

In Box B, please provide a daytime telephone number including your full dialling code, in case of queries relating to the completion of this Tender Form.

TENDERING ORDINARY SHARES

If you wish to tender Ordinary Shares in the Tender Offer, please complete either Box 1A or Box 1B on page 3. Please refer to Part I and Part II of the Circular for further information. Place a cross in Box 1A to tender your Basic Entitlement. If you wish to tender a number of Ordinary Shares other than your Basic Entitlement, insert such number in Box 1B. If the number of Ordinary Shares that you wish to tender is less than or equal to your Basic Entitlement, such tender will (subject to certain conditions) be accepted for the amount of Ordinary Shares which you have tendered. If the number of Ordinary Shares that you wish to tender is in excess of your Basic Entitlement (an “Individual Excess Tender”), such Individual Excess Tender can only be satisfied to the extent that any other Shareholders tender either no Ordinary Shares or a number of Ordinary Shares less than their respective Basic Entitlements, which, upon aggregation of the unused portions of all Shareholders’ Basic Entitlements, results in a pool of Ordinary Shares available to be allocated between the Individual Excess Tenders. You must read paragraph 2.18 of Part II of the Circular for information about how your tender may be scaled-back in these circumstances. If you do not place a cross in Box 1A or alternatively, if you insert the word “ALL” in Box 1A, and no number of Shares is inserted in Box 1B and you sign Box 2, you will be deemed to have accepted the Tender Offer in respect of your Basic Entitlement.

SIGNING THE TENDER FORM

If you wish to participate in the Tender Offer, you must sign Box 2 on page 3, regardless of which other Box(es) you complete. In the case of a joint holding, all the joint holders must sign. By signing this Tender Form, Shareholders will be deemed to have appointed Cenkos as their attorney in respect of the settlement of the purchase of Ordinary Shares by Cenkos pursuant to the Tender Offer.

Each individual signing must do so in the presence of an independent witness, who must be over 18 years of age and should not be one of the joint registered holders or otherwise have any financial interest in the relevant Ordinary Shares or in the proceeds resulting from completion of the Tender Offer. The witness should state his or her name and address and sign where indicated. The same person may witness the signature of each joint holder. If this Tender Form is not signed by the registered holder(s), insert the name(s) and the capacity (e.g. executor(s)) of the person(s) signing this Tender Form. You should deliver evidence of your authority in accordance with the section headed “Further Notes” on page 4.

A company incorporated in England and Wales or Scotland may affix its common seal, which should also be witnessed in accordance with its articles of association or other applicable regulation. Alternatively, a company to which the Companies Act 2006 applies may execute this Tender Form as a deed by two directors or by one director and the company secretary or by one director in the presence of a witness. If the holder is a company incorporated outside the UK, it may sign in accordance with the laws of its jurisdiction of incorporation.

CHANGE OF ADDRESS DETAILS / ALTERNATIVE ADDRESS

If your address as pre-printed at the top of page 3 has changed or is incorrect, please tick Box 3A and insert your new / correct address. If you want your consideration and/or other documents to be sent to someone other than the first named registered holder at the address set out at the top of page 3 (e.g. your bank manager or stockbroker), you should tick Box 3B and insert an alternative address (but not an address in the United States, Australia, Canada, Japan, New Zealand, South Africa or in any other Restricted Jurisdiction).

ANY QUESTIONS/FURTHER COPIES OF THIS TENDER FORM

If you have any questions on how to complete this Tender Form or you need further copies of the Tender Form, please telephone the Shareholder Helpline, details of which are set out on the front cover of this Tender Form.

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DO NOT COMPLETE AND RETURN THIS FORM IF YOU DO NOT WISH TO TENDER ANY ORDINARY SHARES

PLEASE FILL IN THIS FORM IN BLOCK CAPITALS IF YOU WISH TO TENDER ORDINARY SHARES

1. Shareholder Information and Tender

Name and Address of Registered Shareholder(s):	Total number of Ordinary Shares held as at 19 June 2017: (For information purposes only)
	A:
	Daytime telephone number, for use in the event of a query: B:
Investor Code:

If you wish to tender your Basic Entitlement, place a cross in Box 1A.

BOX 1A

If you wish to tender a number of Ordinary Shares other than your Basic Entitlement, insert such number in Box 1B.

BOX 1B

I/We the undersigned, having read the Circular, hereby tender to Cenkos, on the terms and subject to the conditions set out in the Circular and this Tender Form, Ordinary Shares as indicated in Box 1A or Box 1B above.

2. Execution as a deed by an individual / by a company

BOX 2A: Execution as a deed by individual(s) Signed and delivered as a deed by: IMPORTANT: Each Shareholder who is an individual MUST SIGN IN THE PRESENCE OF AN INDEPENDENT WITNESS who must ALSO SIGN and print his name and address where indicated. In the case of a joint holding, all joint holders must sign.
Registered holder	Witness' signature	Witness' name and address
Joint registered holder(s) (if any)	Witness' signature
Joint registered holder(s) (if any)	Witness' signature
Joint registered holder(s) (if any)	Witness' signature
Box 2B: Execution as a deed by a company Executed and delivered as a deed by the company named below:
Name of company	Acting by: Name of Director	Signature of Director
*Delete as appropriate	Name of Director/Secretary/Witness*	Signature of Director/Secretary/Witness*

• This Tender Form may also be executed and delivered as a deed under the common seal of the company named above in accordance with applicable statutory requirements.

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Page 4

3. Change of address / Alternative address

3A	Tick Box 3A if you are advising of a new / corrected address to which consideration or returned documents should be sent.
☐
3B	Tick Box 3B if you are advising of an alternative address to which consideration or returned documents should be sent.
☐
Name
House	Post Code
Number
Address
Details

Please tick this box if this Tender Form is a replacement Tender Form ☐

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FURTHER NOTES

1. IF THE PERSON NAMED AS REGISTERED HOLDER (BOX 1) IS AWAY FROM HOME (E.G. ABROAD OR ON HOLIDAY) OR WHERE A POWER OF ATTORNEY HAS BEEN GRANTED

You should send this Tender Form by the quickest means (such as air mail) to the holder, but do not send it to the United States, Australia, Canada, Japan, New Zealand, South Africa or to any other Restricted Jurisdiction. If a Shareholder has executed a power of attorney, the attorney may sign this Tender Form. The original power of attorney (or a duly certified copy, as provided in the Powers of Attorney Act 1971) must be lodged with this completed Tender Form for noting. Capita Asset Services will note the power of attorney and return it as directed. No other signatures will be accepted.

1. IF THE SOLE REGISTERED HOLDER HAS DIED

If court confirmation, probate or letters of administration has/have been registered with Capita Asset Services at Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, this Tender Form must be executed by the personal representative(s) of the deceased in the presence of a witness, and lodged with Capita Asset Services. If court confirmation, probate or letters of administration has/have been granted but have not been registered with Capita Asset Services, the personal representative(s) should execute this Tender Form and forward it to Capita Asset Services at the address above by post or (during normal business hours only) by hand. A copy of the court confirmation, probate or letters of administration must be lodged as soon as possible thereafter and, in any event, so as to be received by Capita Asset Services by no later than 1.00 p.m. on 12 July 2017.

1. IF ONE OR MORE OF THE REGISTERED HOLDERS HAVE DIED

This Tender Form is valid if executed by all the surviving holders, each in the presence of a witness, and lodged with Capita Asset Services at the address above, accompanied by the death certificate, court confirmation, probate or letters of administration in respect of the deceased joint holder.

1. IF YOUR SHARE CERTIFICATE(S) ARE HELD BY YOUR STOCKBROKER, BANK OR OTHER AGENT

If your share certificates(s) and/or other document(s) of title is/are with your bank, stockbroker or other agent, you should complete this Tender Form and, if the share certificates(s) and/or other document(s) of title is/are readily available, arrange for the Tender Form to be lodged (together with any valid share certificate(s) and/or other document(s) of title in respect of the Ordinary Shares tendered) by such agent with Capita Asset Services at the address above. If the share certificates(s) and/or other document(s) of title is/are not readily available, you should lodge the Tender Form with Capita Asset Services at the address above duly completed together with a note saying "share certificates(s) and/or other document(s) of title to follow" and arrange for the share certificates(s) and/or other document(s) of title to be forwarded to Capita Asset Services as soon as possible thereafter. It will be helpful for your agent to be informed of the full terms of the Tender Offer.

1. IF YOU HAVE LOST ANY OF YOUR SHARE CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE

You should complete the Tender Form and send it together with a letter of explanation to Capita Asset Services at the address above. You should then either call the Shareholder Helpline, details of which are set out on the front cover of this Tender Form, or contact Capita Asset Services for a template letter of indemnity which should be completed and returned in accordance with the instructions given.

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