THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Record plc, please pass this document, together with the accompanying documents, as soon as possible 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 2020
and explanatory circular to shareholders

Contents	Page
Letter from the Chairman of the Company	2
Notice of Annual General Meeting 2020	3
Explanation of resolutions	6
Board biographies and skills	11
Notes to the Notice of Annual General Meeting	12
Appendix 1 – Statement of Reasons connected with ceasing to hold office as Auditors	15
Appendix 2 – Changes to the articles of association	16
Notes to the proxy form	18
Proxy form 2020	19

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Record plc set out on page 2 of this document which contains the recommendation by the Directors of the Company to shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of Record plc to be held at the Company's offices at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP at 10 a.m. on 4 August 2020 is set out at the end of this document. Shareholders will also find enclosed with this document a form of proxy for use in connection with the Annual General Meeting.

Please complete and submit the form of proxy in accordance with the instructions printed on the enclosed form. The form of proxy must be received by Link Asset Services at PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF no later than 10 a.m. on 31 July 2020.

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

30 June 2020

Dear Shareholder,

Letter from the Chairman of the Company

I am writing to inform you that the Company's Annual General Meeting will be held at the Company's offices at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP at 10 a.m. on Tuesday, 4 August 2020.

In light of the covid-19 pandemic, and the UK Government's current guidance regarding social distancing and the prohibition of public gatherings, the arrangements and format of the Annual General Meeting have been altered this year in order to protect the health and well-being of shareholders and attendees. In particular, and with much regret, the Board has decided that this year's Annual General Meeting will take place as a closed meeting and shareholders will not be able to attend in person.

The Company will make arrangements such that the legal requirements to hold the Annual General Meeting can be satisfied through the attendance of a minimum number of people and the format of the meeting will be simply to propose and vote on the resolutions set out in the Notice.

The Company will continue to closely monitor the developing impact of covid-19, including the latest Government guidance and restrictions, and how this may affect the arrangements for the Annual General Meeting. If it becomes necessary or appropriate to revise the current arrangements for the Annual General Meeting, further information will be made available on our investors' website at https://ir.recordcm.com, by RIS announcement and by any other means legally required at that time.

Despite these exceptional circumstances, the Board is keen to maintain engagement with shareholders. In order to facilitate this, if you are a shareholder and would like to ask the Board a question on the business of the AGM, please email your question to [email protected] by 10 a.m. on Wednesday, 29 July 2020. Responses will be made via return of email or published on our investors' website at https://ir.recordcm.com as deemed appropriate by the Board of Directors.

The notice of Annual General Meeting is set out on pages 3 to 5 of this document and there is a form of proxy on page 19 to enable you to exercise your voting rights. A copy of the Annual Report and Accounts for the year ended 31 March 2020 (the "2020 Annual Report") is available on our website (and is also enclosed with this notice if you have opted to receive hard copy shareholder documents).

The purpose of the Annual General Meeting is to seek shareholders' approval for the Resolutions therefore I strongly encourage you to submit a proxy vote in advance of the meeting and, given the current restrictions on attendance, to appoint the Chairman of the Meeting as your proxy rather than a named person who will not be permitted to attend the meeting. You can do this by:

logging on to www.signalshares.com. You will need your investor code which is detailed on your share certificate or dividend confirmation or is available by calling Link Asset Services on 0371 664 0300 (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); or
completing the hard copy form attached to the Notice of Meeting and returning it to Link Asset Services at the address shown on the form.
Alternatively, if you hold shares in CREST, you can appoint a proxy by using the CREST electronic proxy appointment service.

Proxy appointments must be received by the Company's Registrar, Link Asset Services by no later than 10 a.m. on 31 July 2020.

In the opinion of the Directors, each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and shareholders as a whole. Accordingly, the Directors recommend that shareholders vote in favour of the resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares.

If you require further information on the Record Group and its activities please visit our website www.recordcm.com.

Yours faithfully,

Neil Record
Chairman, Record plc

Record plc Notice of Annual General Meeting 2020

Notice of Annual General Meeting 2020

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

Notice is hereby given that the Annual General Meeting of Record plc (the "Company") will be held at the Company's offices at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP at 10 a.m. on 4 August 2020.

In light of the Coronavirus pandemic and in response to the UK Government's guidance the Annual General Meeting will take place as a closed meeting and shareholders will not be able to attend in person.

The purpose of the meeting is to consider and, if thought fit, to pass the following resolutions of which resolutions 15 to 19 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions.

For further information on all of the resolutions, please refer to the Explanation of Resolutions which can be found on pages 6 to 10.

Ordinary Resolutions

Annual Report and Accounts

To receive and adopt the audited accounts and the Directors' and Auditor's Reports for the financial year ended 31 March 2020 (the "Annual Report and Accounts").

Directors' Remuneration Report and Remuneration Policy

To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), set out on pages 70 to 85 of the Annual Report and Accounts for the financial year ended 31 March 2020.
To approve the Directors' Remuneration Policy, set out in the Directors' Remuneration Report on pages 72 to 76 of the Annual Report and Accounts for the financial year ended 31 March 2020.

Final dividend

That the final dividend recommended by the Directors of 1.15 pence per ordinary share for the financial year ended 31 March 2020 be declared payable on 11 August 2020 to all members whose names appear on the Company's register of members at 6 p.m. on 3 July 2020.

Re-election and election of Directors

To re-elect Neil Record as a Director of the Company.
To re-elect Leslie Hill 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-elect Jane Tufnell as a Director of the Company.
To re-elect Rosemary Hilary as a Director of the Company.
To re-elect Tim Edwards as a Director of the Company.

Auditor

To appoint BDO LLP as Auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
To authorise the Directors to determine the remuneration of the Auditor.

Directors' authority to allot shares

That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company:

a) up to a nominal amount of £16,587.86; and

b) comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £16,587.86 in connection with an offer by way of a rights issue to:

i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii) holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business on 4 November 2021, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Record plc Notice of Annual General Meeting 2020

Notice of Annual General Meeting 2020 continued

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

Special Resolutions

Disapplication of pre-emption rights

That, subject to the passing of Resolution 14, the Directors be given powers pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment or sale, provided that such power be limited to:

a) the allotment of equity securities (or sale of treasury shares) in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14 above, by way of a rights issue only) to:

i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii) holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

b) the allotment of equity securities (or sale of treasury shares) for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £2,488.18.

These authorities will expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business on 4 November 2021, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting).

The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted (or treasury shares sold) after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

That, subject to the passing of Resolution 14, the Directors be given powers pursuant to sections 570 and 573 of the Act in addition to any authority granted under Resolution 15 to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment or sale, such authority to be:

i) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £2,488.18; and
ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

These authorities will expire at the conclusion of the next annual general meeting of the Company or at close of business on 4 November 2021, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting).

The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power conferred by this resolution had not expired.

Record plc Notice of Annual General Meeting 2020

Purchase of own shares

That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of ordinary shares of 0.025 pence each in the capital of the Company ("Ordinary shares") on such terms and in such manner as the Directors may determine provided that:

a) the maximum number of Ordinary shares which may be purchased is 19,905,432, being 10% of the Ordinary shares in issue as at 29 June 2020;

b) the minimum price (exclusive of expenses) which may be paid for each Ordinary share is its nominal value;

c) the maximum price (exclusive of expenses) which may be paid for an Ordinary share shall not be more than the higher of:

i) an amount equal to 105% of the average middle market quotations for an Ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary share is purchased; and

ii) an amount equal to the higher of the price of the last independent trade of an Ordinary share and the highest current independent bid for an Ordinary share as derived from the trading venue where the purchase is carried out;

d) this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business on 4 November 2021, whichever is sooner; and

e) the Company may make a contract to purchase its own Ordinary shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own Ordinary shares in pursuance of any such contract.

Articles of association

That, with effect from the end of the AGM, the articles of association produced to the meeting and signed by the Chairman for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

Notice period for general meetings, other than an annual general meeting

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Joanne Manning
Company Secretary, Record plc
Date: 30 June 2020
Registered office: Record plc, Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP

Explanation of resolutions

Resolutions 1 to 14 inclusive are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant resolution. Resolutions 15 to 19 are proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the resolution.

An explanation of each of the resolutions is set out below:

Ordinary Resolutions

Resolution 1 – Annual Report and Accounts

The Directors are required to present to the Annual General Meeting the audited accounts and the Directors’ and Auditor’s Reports for the financial year ended 31 March 2020 (the “Annual Report and Accounts”).

Resolution 2 – Directors’ Remuneration Report

In accordance with section 439 of the Companies Act 2006, shareholders are requested to approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy set out on pages 72 to 76 of the Annual Report and Accounts). The Directors’ Remuneration Report is set out on pages 70 to 85 of the Annual Report and Accounts. The vote is advisory and the Directors’ entitlement to receive remuneration is not conditional on it.

Resolution 3 – Directors’ Remuneration Policy

Shareholders are requested to approve the Directors’ Remuneration Policy as set out on pages 72 to 76 of the 2020 Annual Report. The Directors’ Remuneration Policy must be approved by shareholders (by a separate resolution) at least once every three years. The current Remuneration Policy was approved by shareholders at the annual general meeting in 2017 and is due for renewal. The main changes proposed to be made to the Remuneration Policy this year are summarised below:

Introduction of a commission scheme for senior employees, but not Directors, in which they are rewarded for the introduction of sustainable new business.
The alignment of pension contributions across all employees of the Group by April 2022, at a level of 11%.
A tighter gearing of the Group Profit Share Scheme to the Company’s operating performance.
Introduction of a holding requirement for the Share Option Scheme such that any options exercised between the third and fifth year would be held until the end of the fifth year. In addition, the limit of the Share Scheme of 2% per annum of the market capitalisation of Record plc (being approximately 4 million shares) can be allocated between Directors and staff at the discretion of the Remuneration Committee.

Other than the above changes, the proposed Remuneration Policy is substantially the same as that approved in 2017. If approved by shareholders, the new Remuneration Policy will take effect immediately upon conclusion of the Annual General Meeting.

Resolution 4 – Final dividend

Resolution 4 recommends that a final dividend of 1.15 pence per ordinary share be declared for the financial year ended 31 March 2020. If approved, the recommended final dividend will be paid on 11 August 2020 to all shareholders whose names appear on the Company’s register of members at 6 p.m. on 3 July 2020.

Record plc Notice of Annual General Meeting 2020

Resolutions 5 to 11 – Re-election of Directors

In accordance with the UK Corporate Governance Code, all of the Directors are subject to annual re-election by shareholders at the Annual General Meeting. Accordingly, resolutions 5 to 11 detail the seven Directors retiring and standing for re-election and biographies for each Director appear on page 11.

The Directors believe that the Board offers an appropriate balance of knowledge and skills and that, excluding the Chairman, the Non-executive Directors are independent in character and judgement. The Nomination Committee has considered the balance of the Board, the mix of skills, knowledge and experience of its members, the time commitments made by each Director to the work of the Board and its committees, and their respective attendance records during the year and recommends to the Board the appointment of all of the Directors of the Company standing for re-election. The skills and experience of each Director, set out on page 11, demonstrate why their contribution is, and continues to be, important to the Company's long-term sustainable success. The Chairman confirms that, following a formal performance evaluation, the Directors standing for re-election continue to demonstrate effective performance and commitment to their roles.

Dual voting system for an Independent Director

As at 29 June 2020 (being the last practicable date prior to the publication of the Notice), Neil Record was deemed to be a controlling shareholder of the Company for the purposes of the Listing Rules. Resolutions 9 to 11 relate to the re-election of Jane Tufnell, Rosemary Hilary and Tim Edwards as independent directors of the Company (the "Independent Directors"). The Listing Rules require the election of the Independent Directors to be approved by both:

a) the shareholders of the Company; and
b) 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).

The Resolutions relating to the election of the Independent Directors 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 each Resolution (as a proportion of the total votes of independent shareholders cast on the Resolution) to determine whether the second threshold referred to in (b) above has been met. The Company will announce the results of Resolutions 9 to 11 on this basis, as well as announcing the results of the ordinary resolution of all shareholders.

Under the Listing Rules, if the resolution to 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 the Independent Director to remain in office until the further resolution has been voted on. Accordingly, if any of Resolutions 9 to 11 are approved by a majority of the shareholders of the Company as a whole but not by a majority of the independent shareholders, the relevant Independent Director will be treated as having been elected only for the period from the date of the Annual General Meeting until the earlier of: (i) the close of any further meeting held more than 90, but not more than 120, days after the Annual General Meeting; (ii) the date falling 120 days after the Annual General Meeting; or (iii) the date of any announcement by the Board that it does not intend to hold a second meeting. If the appointment of the relevant Independent Director 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 the Independent Director, the Company's Directors, Neil Record or any of his associates; (ii) why the Company considers that the Independent Director will be an effective Director; (iii) how the Company has determined that the Independent Director is independent; and (iv) the process by which the Company has selected the Independent Director. In this regard, the Board notes the following:

Relationships, transactions or arrangements involving Independent Directors

Confirmation is given that Jane Tufnell, Rosemary Hilary and Tim Edwards have not had any existing or previous relationship, transaction or arrangement with the Company, any of its Directors or Neil Record or his associates, other than by virtue of their appointment and terms in office as an Independent Director 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, each of the Independent Directors possesses extensive experience and skills which are key to the success of the Company's business. Effectiveness is also assessed in the context of overall Board balance and as part of each annual performance review. In this regard, Jane Tufnell, Rosemary Hilary and Tim Edwards are expected to make a valuable contribution to the achievement of the Company's goals.

Determination of independence

The independence of Directors is assessed 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, their 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.

Explanation of resolutions continued

Ordinary Resolutions continued

Resolution 12 and 13 – Auditor

This is the first year in which BDO LLP will be put forward for appointment as auditors. The Company undertook a competitive tender process following the 2019 annual general meeting. Following that process, the Audit and Risk Committee recommended to the Board that BDO LLP be appointed as the Company's Auditors with effect from the end of the Annual General Meeting, and Resolution 12 proposes this appointment. Details of the audit tender process are set out in the report of the Audit and Risk Committee on page 67 of the Annual Report.

PricewaterhouseCoopers LLP will resign as auditors of the company from the conclusion of the Annual General Meeting. As required by section 519 of the Act, PricewaterhouseCoopers LLP has provided a Statement of Reasons connected with ceasing to hold office as Auditors, which the Company is required to distribute to members under section 520 of the Act and which is set out at Appendix 1 on page 15 of this document.

It is normal practice for a company's directors to be authorised to agree how much the Auditors should be paid and Resolution 13 grants this authority to the Directors.

Resolution 14 – Directors’ authority to allot shares

Resolution 14 is proposed to renew the Directors’ power to allot shares. Resolution 14 (a) seeks to grant the Directors authority to allot, pursuant to section 551 of the Act, shares and grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £16,587.86. This represents 66,351,422 ordinary shares of 0.025 pence each, which is one third of the Company's issued ordinary share capital as at 29 June 2020, (being the latest practicable date prior to the publication of this Notice).

In accordance with The Investment Association’s Share Capital Management Guidelines (the “Guidelines”), Resolution 14(b) seeks to grant the Directors authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal value of £16,587.86 (representing 66,351,422 ordinary shares of 0.025 pence each). This amount represents one third of the Company’s issued ordinary share capital as at 29 June 2020, (being the latest practicable date prior to the publication of this Notice).

The authorities sought under paragraphs (a) and (b) of this resolution will expire at the conclusion of the annual general meeting of the Company to be held in 2021, or at close of business on 4 November 2021, whichever is sooner. The Directors have no present intention of exercising either of the authorities under this resolution, but the Board wishes to ensure that the Company has maximum flexibility in managing the financial resources of the Company.

As at the date of this Notice, no shares are held by the Company in treasury.

Record plc Notice of Annual General Meeting 2020

Special Resolutions

Resolution 15 – Disapplication of pre-emption rights

Resolution 15 is to approve the disapplication of pre-emption rights. The passing of this resolution would allow the Directors to allot shares for cash and/or sell treasury shares without first having to offer such shares to existing shareholders in proportion to their existing holdings.

The authority under Resolution 15 would be limited to:

a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board considers necessary; and
b) allotments or sales (otherwise than pursuant to (a) above) up to an aggregate nominal amount of £2,488.18, which represents approximately 5% of the Company's issued ordinary share capital as at 29 June 2020 (being the latest practicable date prior to the publication of this Notice).

This resolution complies with relevant guidance issued by the Pre Emption Group and the Investment Association. The Directors have no present intention to exercise this authority.

The authority contained in Resolution 15 will expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business on 4 November 2021, whichever is sooner.

Resolution 16 – Disapplication of statutory pre-emption rights in connection with an acquisition or other capital investment

In addition to Resolution 15, the Directors believe that there may be other circumstances when it is in the best interests of the Company to allot new ordinary shares either on an entirely non-pre-emptive basis or in a way that departs from the statutory requirements set out in the Companies Act 2006.

Accordingly, Resolution 16 is to grant the Directors general authority to allot and sell equity securities, covered by the Resolution 14 authority, for cash as if section 561 of the Companies Act 2006 did not apply.

The authority under Resolution 16 would be limited to:

a) allotments or sales of equity securities on a non-pre-emptive basis up to a maximum nominal value of £2,488.18, representing approximately 5% of the Company's issued ordinary share capital as at 29 June 2020 (being the latest practicable date prior to the publication of this Notice); and
b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment.

This additional disapplication authority is being sought in line with the Pre-Emption Group's Statement of Principles 2015 (the 'Statement of Principles'). The authority sought and the limits set by this resolution will also apply to any sale or transfer of treasury shares. The Company's Directors consider it prudent to have the flexibility to buy back shares into treasury and subsequently to sell or to transfer them, if appropriate. This will enable them to act on short notice in appropriate circumstances if that is in the best interests of the Company. Together with Resolution 15 (if passed) this would give the Directors the authority to allot shares for cash and/or sell treasury shares of up to 10% of the Company's issued share capital, on a non-pre-emptive basis.

There are no current plans to allot shares pursuant to the authority under this resolution; however, the Directors wish to ensure that the Company has maximum flexibility in managing capital resources as a Group. If the authority in Resolution 16 is used, the Company will publish details in its next annual report and accounts.

The authority contained in Resolution 16 will expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business on 4 November 2021, whichever is sooner.

In accordance with the Pre-Emption Group's Statement of Principles, the Directors confirm that they do not intend to issue shares for cash representing more than 7.5% of the Company's issued ordinary share capital in any rolling three year period (save in accordance with Resolution 16) without prior consultation with shareholders.

Record plc Notice of Annual General Meeting 2020

Explanation of resolutions continued

Special Resolutions continued

Resolution 17 – Purchase of own shares

Resolution 17 is to approve the purchase by the Company of its own ordinary shares in the market. The authority limits the number of shares that could be purchased to a maximum of 19,905,432 ordinary shares (equivalent to 10% of the Company's issued ordinary share capital as at 29 June 2020 (being the latest practicable date prior to the publication of this Notice)) and sets a minimum and maximum price. The authority will expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business 4 November 2021, whichever is sooner.

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.

Any shares the Company buys under this authority may either be cancelled or held in treasury. Treasury shares can be re-sold for cash, cancelled or used for the purposes of employee share schemes. No dividends are paid on shares whilst held in treasury and no voting rights are attached to treasury shares. The Directors believe that it is desirable for the Company to have this choice as holding the purchased shares as treasury shares would give the Company the ability to re-sell or transfer them in the future and so provide the Company with additional flexibility in the management of its capital base.

As at 29 June 2020 (being the latest practicable date prior to the publication of this Notice), there were options outstanding and exercisable over 11,895,515 ordinary shares which, if exercised at that date, would have represented approximately 5.98% 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 18 – Amendments to the Articles of Association

The Board is proposing that the Company adopt new articles of association (the "New Articles") to reflect changes to company law and market practice, the principal changes of which are set out in Appendix 2. In addition, the marked-up version of the new articles of association is available on our investors' website at https://ir.recordcm.com.

Resolution 19 – Notice period for general meetings, other than an annual general meeting

Resolution 19 is to approve the calling of general meetings of the Company (other than an annual general meeting) on 14 clear days' notice. The notice period required by the Act for general meetings of the Company is 21 clear days unless (i) shareholders agree to a shorter notice period and (ii) the Company has met the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009. Annual general meetings must always be held on at least 21 clear days' notice.

The Directors confirm that the shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting, the proposals are time-sensitive and it is thought to be to the advantage of shareholders as a whole. An electronic voting facility will be made available to all shareholders for any meeting held on such notice. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

Record plc Notice of Annual General Meeting 2020

Board biographies and skills
(see notes to resolutions 5 to 11 on page 7)

Neil Record, Non-independent Chairman

Neil founded Record in 1983 and has been its principal shareholder and Chairman since then. Neil is a member of the Nomination Committee.

Prior to founding Record he was an economist at the Bank of England and worked in the commodity and currency trading department at Mars Inc's UK subsidiary.

Neil is Chairman of the Board of The Institute of Economic Affairs and a director of IEA Forum Limited, Chairman of The Global Warming Policy Forum and a director of Aims of Industry Limited, Oxford Festival of the Arts and Circular Wave Limited. He is the author of numerous books and articles on currency and other risk management topics and is a frequent speaker at industry conferences and seminars worldwide.

As founder of the business Neil remains integral to the development of Record's products and the direction of business strategy. As chairman he is a strong figurehead, well-known and well respected within the field of currency management and as such is an asset to the Board.

Leslie Hill, Chief Executive Officer

Leslie joined Record in 1992. She was appointed Head of Sales and Marketing in 1999 and Chief Executive Officer in February 2020. Leslie is also a director of Trade Record Ltd, a company in which Record has a 40% investment.

Leslie's prior experience includes working at Lloyds Bank and Merrill Lynch where she was Director and Head of Corporate Foreign Exchange Sales worldwide.

Having worked at Record for 28 years Leslie has a deep understanding of Record's products and the needs of clients. As Head of the Client Team she was instrumental in driving the client-focused culture of the business and helped to maintain existing and develop new client relationships. She is therefore very well-placed to provide a client perspective during Board discussions. This extensive experience also means Leslie as CEO is ideally suited to leading Record in the current client led changing environment and to ensuring that it thrives within it.

Steve Cullen, Chief Financial Officer

Steve was appointed to the Board and made Chief Financial Officer in March 2013.

Steve qualified as a Chartered Accountant in 1994 and gained 15 years of audit experience within public practice. Steve joined Record in October 2003 and led Record's Finance team for over nine years reporting directly to the Chief Financial Officer. He was part of the internal management team at Record involved in the preparation for admission to trading on the London Stock Exchange in December 2007. Steve has no other appointments outside of the Record Group.

With his FCA qualification and over 30 years' experience, including over 15 years within financial services, Steve brings considerable accounting, financial and risk management expertise to the Board.

Bob Noyen, Chief Investment Officer

Bob has been Chief Investment Officer since 2000. He joined Record in 1999 with responsibility for Investment and Research. He chairs Record's Investment Committee and the Investment Management Group.

Bob previously worked as Assistant Treasurer for Minorco (part of Anglo American plc). Bob has no other appointments outside of the Record Group.

Bob has extensive knowledge of currency and other markets and he plays a key role in the development of Record's products, ensuring products evolve to meet the ever-changing needs of clients. Bob therefore brings a product focus to Board deliberations. He is also closely involved in some of Record's most significant client relationships.

Jane Tufnell, Senior Independent Director

Jane was appointed as a Non-executive Director in September 2015. She is Chair of the Nomination Committee and also a member of the Audit and Risk Committee and Remuneration Committee.

Jane co-founded the investment management firm Ruffer in 1994, and served on its management board until her retirement in June 2014. Jane is currently the chair of Odyssean Investment Trust plc and is an independent non-executive director of Schroder UK Public Private Trust plc and ICG Enterprise Trust plc.

Jane has a wealth of investment management expertise and her experience as a non-executive director on other boards means she is well placed to bring valuable market experience and good business insight to the Board in order to drive the business forward. Jane's experience on other boards also positions her well to serve as Senior Independent Director.

Rosemary Hilary, Independent Non executive Director

Rosemary was appointed as a Non-executive Director in June 2016. Rosemary is chair of the Audit and Risk Committee and a member of the Nomination Committee and the Remuneration Committee.

Rosemary was previously Chief Audit Officer of TSB Bank, and has held senior regulatory roles within the Bank of England, the FSA and then the FCA. Rosemary was formerly a member of the Investment Committee and Chair of the Risk and Audit Committee of the Pension Protection Fund (2016 to 2019) and Trustee and member of the Audit, Risk and Finance Committee of Shelter, the homelessness charity. She is currently a non-executive director of Willis Limited, St. James's Place plc, Vitality Life and Vitality Health. She is also a member of the MBA Advisory Board at Cass Business School.

Rosemary is a qualified accountant with expertise in governance, business risk and control, and has strong knowledge of the asset management, insurance and banking sectors. She provides support and challenge to Record's management, and in doing so helps the Board maintain its strong governance framework.

Tim Edwards, Independent Non executive Director

He was appointed as a Non-executive Director of Record on 21 March 2018. Tim is chair of the Remuneration Committee and a member of the Audit and Risk Committee and the Nomination Committee.

Tim is a biotech entrepreneur, who is currently chair of Karus Therapeutics Limited and Storm Therapeutics Limited, and a director of AstronautTX Limited. Previously, he was a member of the governing Board of InnovateUK, the UK's innovation agency, a director of the UK Cell and Gene Therapy Catapult and Chair of the UK BioIndustry Association.

Tim is a Chartered Accountant with a background in corporate finance and venture investing, and he has extensive corporate development and people management experience. Tim adds insight to Board discussions and helps to ensure focus on mid to long-term value development.

Record plc Notice of Annual General Meeting 2020

Notes to the notice of annual general meeting

Entitlement to vote at this year's meeting

Only those shareholders registered in the register of members of the Company at close of business on 31 July 2020 (or, in the event of any adjournment, at close of business on the day which is two days prior to the adjourned meeting) shall be entitled to vote at the Annual General Meeting (the "AGM"). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the AGM.

Attending in person

The AGM will take place as a closed meeting and shareholders will not be able to attend in person.

Appointment of proxies

If you are a member who is entitled to vote at the AGM, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the AGM. A form of proxy, which may be used to make such appointment and to give proxy instructions, accompanies this Notice.

Given the current restrictions on attendance, in order to ensure that your vote is exercised, shareholders who wish to appoint a proxy are encouraged to appoint the Chair of the meeting as their proxy, rather than a named person who will not be permitted to attend the meeting.

If you are not a member of the Company but have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated Persons" below.
A proxy does not need to be a member of 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 share or shares held by you. To appoint more than one proxy, additional forms of proxy may be obtained by contacting Link Asset Services on 0371 664 0300 or you may photocopy the form of proxy accompanying this Notice. Calls to the Link Asset Services helpline number 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. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, excluding public holidays in England and Wales.

Please indicate in the box next to the proxy holder's name, the number of shares in relation to which he or she is authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

Due to the format of this year's meeting shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy rather than one or more named persons who will not be permitted to attend the meeting.

If you do not have a form of proxy and believe that you should have one, please contact Link Asset Services as set out above.
Shareholders can:

a) appoint a proxy and give proxy instructions by logging on to www.signalshares.com. You will need your investor code which is detailed on your share certificate or dividend confirmation which is available by calling Link Asset Services on 0371 664 0300 (call charges apply as detailed in note 5 above);

b) appoint a proxy and give proxy instructions by returning the form of proxy enclosed with this Notice by post (see notes 9 and 10);

c) if they hold shares in CREST, register their proxy appointment by utilising the CREST electronic proxy appointment service (see notes 10 to 13 inclusive).

Appointment of proxies by post

To be valid, any form of proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Link Asset Services at PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF no later than 10 a.m. on 31 July 2020.
In the case of a shareholder which is a corporation, the form of proxy must be executed under its common seal or by a duly authorised officer or attorney. The power of attorney or authority (if any) should be returned with the form of proxy.

Record plc Notice of Annual General Meeting 2020

Appointment of proxies through CREST

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 Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (www.euroclear.com/CREST). 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 Company's agent, Link Asset Services, by 10 a.m. on 31 July 2020. 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 Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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 UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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 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. 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 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).

Appointment of proxies by joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above.

Please note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the form of proxy enclosed with this Notice and would like to change the instructions using another hard copy form of proxy, please contact Link Asset Services on 0371 664 0300. Calls to this number 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. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, excluding UK public holidays.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Terminating your proxy appointment

Shareholders may terminate a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Asset Services at PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF.
The revocation notice must be received by Link Asset Services no later than 10 a.m. on 31 July 2020. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the AGM and vote in person (which will not be possible under current restrictions).

Corporate representatives

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.

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. Nominated Persons are advised to contact the shareholder who nominated them for further information on this and the procedure for appointing any such proxy.
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. Such Nominated Persons are advised to contact the shareholders who nominated them for further information on this.

Notes to the notice of annual general meeting continued

Right to ask questions

Under section 319A of the Act, any member attending the AGM has the right to ask questions at the AGM relating to the business of the AGM. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or 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 AGM that the question be answered.

Given the current restrictions on attendance, shareholders who wish to ask the Board a question on the formal business of the AGM may email their question(s) to [email protected] before 10 a.m. on Wednesday, 29 July 2020.

Please keep any questions and statements relevant to the business of the AGM. Responses will made via return of email or published on the Company's website at https://ir.recordcm.com/ as deemed appropriate by the Board of Directors.

Website publication of audit concerns

Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditors' 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.

Total voting rights

As at 29 June of this Notice, 2020, the latest practicable date prior to the date the Company's issued share capital consisted of 199,054,325 ordinary shares, carrying one vote each and, therefore, the total number of voting rights in the Company as at 29 June 2020 was 199,054,325.

It is proposed that all votes on the resolutions at the AGM will be taken by way of a show of hands. The results of the proxy voting will be announced through a Regulatory Information Service and will be published on our investors' website https://ir.recordcm.com/ as soon as reasonably practicable thereafter.

Documents on display

The following documents will be available for inspection during normal business hours at the Company's registered office, Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP from the date of this Notice until the conclusion of the AGM:

a) copies of the Directors' service contracts;
b) copies of the Non-executive Directors' letters of appointment;
c) A marked up version of the new articles of association.

Should a shareholder wish to inspect any of these documents, please submit a request to [email protected].

Information available on website

A copy of this Notice, and other information required by section 311A of the Act, can be found at https://ir.recordcm.com/ along with a copy of the 2020 Annual Report which can be downloaded in PDF format.

Additionally, the marked up version of the new articles of association is available on our investors' website at https://ir.recordcm.com/.

Communication

Any electronic address provided either in this Notice or any related documents (including the form of proxy) may only be used for the limited purposes specified herein and not to communicate with the Company by electronic means or for any other more general purpose.
Except as provided above, shareholders who have general enquiries about the AGM should use the following means of communication (no other methods of communication will be accepted):

a) call the Company Secretary, Joanne Manning on 01753 852222; or
b) email [email protected].

Record plc Notice of Annual General Meeting 2020

Appendix 1 – Statement of Reasons connected with ceasing to hold office as Auditors from PricewaterhouseCoopers LLP

(see notes to resolution 12 on page 8)

The Audit and Risk Committee
Record plc

Morgan House,
Madeira Walk,
Windsor,
Berkshire
SL4 1EP

26 June 2020

Dear Ladies and Gentlemen,

Statement of Reasons connected with ceasing to hold office as Auditors

In accordance with Section 519 of the Companies Act 2006 (the "Act"), we set out below the reasons connected with PricewaterhouseCoopers LLP, registered auditor number C001004062, ceasing to hold office as auditors of Record plc, registered no: 1927640 (the "Company") effective from 4 August 2020.

The reason we are ceasing to hold office is that the Company wishes to appoint another firm of auditors at a lower fee than we would charge for our audit for the year ended 31 March 2021.

There are no reasons for and no other matters connected with our ceasing to hold office as auditors of the Company that we consider need to be brought to the attention of the Company's members or creditors.

Yours faithfully,

PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP, 3 Forbury Place, 23 Forbury Road, Reading, Berkshire, RG1 3JH
T: +44 (0) 118 597 111, F: +44 (0) 1189 383 020, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

Record plc Notice of Annual General Meeting 2020

Appendix 2 – Changes to the articles of association

(see notes to resolution 18 on page 10)

In summary, the New Articles:

introduce provisions into the New Articles that would have been contained in the Company's memorandum of association but are now required to be included in the New Articles following the deletion of those provisions from the memorandum of association;
replace “Chairman” with “Chair” throughout and remove instances of duplication of wording in more than one article;
remove the reference to the authorised share capital of the Company in accordance with market practice;
permit Directors to determine the rights attached to any new issuance of shares where the rights have not been determined by ordinary shareholder resolution, remove provisions relating to the alteration of share capital that are now covered by the provisions of the Act and permit Directors to select specific shares or classes of shares that are to be subject to a buyback of shares;
allow the Company to retain amounts under £5 when selling fractions of shares if the cost of distributing such small amounts to shareholders would be disproportionate;
prevent a holder of a share that has been forfeited from electing to receive shares in respect of a dividend in circumstances in which he would not be entitled to a cash dividend, require the surrender of any share certificates for cancellation in respect of any forfeited shares and clarify that any monies payable by a person whose shares have been forfeited shall remain payable following forfeiture, save as the Directors may determine;
reorder the provisions regarding the transfer of shares in order to better distinguish between the provisions that apply to all shares, or only to certificated or uncertificated shares and modify the provisions in relation to uncertificated shares to bring them in line with market practice;
simplify the procedure for the Company in relation to the steps that the Company is required to take to find untraced members, so that: (i) the Company can sell the shares of a member who remains untraced after 12 years after having attempted to communicate with the member at his last known address and having taken such additional steps as the Company considers reasonable in the circumstances to trace the member; and (ii) the Company can retain the proceeds of sale if no person claims such proceeds over the following six years;
simplify the requirements in relation to the notice to be given of an annual general meeting or general meeting so that the Company is not required to give more notice than is required by the Act;
provide that a general meeting adjourned for lack of quorum shall be held no less than 10 clear days’ notice after the original meeting, in accordance with the Companies (Shareholders’ Rights) Regulations 2009;
update the provisions regarding general meetings to allow meetings to be held electronically as well as physically (“hybrid meetings”) in accordance with the Companies (Shareholders’ Rights) Regulations 2009 and the Act and to delete the provisions relating to satellite meetings (which are no longer required if hybrid meetings can be held);
provide for nomination notices to be given by a member to allow another person to have rights to shareholder information in accordance with the Act;
clarify the process and entitlement for voting at general meetings and remove the Chairman’s casting vote at general meetings (which is contrary to the Act);

Record plc Notice of Annual General Meeting 2020

provide that seven clear days' notice must be given of the time and place in which a poll is to be taken if a poll is demanded and not taken at the meeting and the time and place of the poll is not announced at the meeting;
amend the provisions allowing voting to take place on behalf of a person suffering mental incapacity in line with current law and practice regarding mental health;
clarify that the Company is not required to verify that proxies or corporate representatives are voting in accordance with the instructions of their appointors;
remove the requirement for any copies of powers of attorney appointing proxies to be notarially certified and provide that, if the Company cannot determine which of two conflicting proxy appointments should prevail, neither should be valid;
allow a director to require evidence of the instrument appointing a corporate representative, to treat the later of two instruments appointing a corporate representative as valid and to provide that, if the Company cannot determine which of two conflicting appointments should prevail, neither should be valid;
allow the Company to make provision for its employees or former employees in relation to the cessation or the transfer to any person of the whole or part of the undertaking of the Company with the endorsement of a board resolution, in accordance with the Act;
amend the provisions relating to removal of a director for mental health reasons in line with current mental health and anti-discrimination legislation;
provide that all Directors will retire and may offer themselves for reappointment at each AGM, in accordance with the UK Corporate Governance Code and the Company's current practice;
clarify that the cap on directors' remuneration applies only in respect of remuneration relating to the appointment to the office of Director and not to remuneration under an executive service contract;
clarify and simplify the provisions for notices between the Company and members, including in relation to the giving of notice by electronic means and in electronic form and provision for a situation in which the postal service is suspended;
provide for communication by members to the Company;
provide that a Director's membership of a committee will automatically terminate upon termination of his appointment;
allow the Company to make use of any unclaimed dividends until claimed and reduce the period after which any unclaimed dividend is forfeited from 12 years to 6 years, in line with market practice;
allow for the provision of shareholder information and notices to those persons entitled to shares by transmission upon bankruptcy, death or mental incapacity, upon supply to the Company of evidence of entitlement by transmission;
provide for a situation in which the postal service is suspended; and
allow (but not require) the Company to provide a Director with funds to defend himself in relation to a regulatory investigation.

Record plc Notice of Annual General Meeting 2020
17

Notes to the proxy form

Notes:
1. Due to the format of this year’s meeting you are strongly encouraged to appoint the Chair of the meeting as your proxy rather than a named person who will not be permitted to attend the meeting.
2. 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.
3. 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.
4. If you require additional proxy forms in order to appoint more than one proxy, please contact the Company’s registrar, Link Asset Services, on 0371 664 0300 (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, lines are open 9.00 a.m. to 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.
5. 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 close of business on 31 July 2020 (or, in the event of any adjournment, by the time which is 48 hours before the time of the adjourned meeting).
6. 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.
7. To direct your proxy how to vote on the resolutions mark the appropriate box with a “√” or a “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.
8. 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.
9. To be valid, this proxy form must be received by post or (during normal business hours only) by hand at Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF no later than 10.00 a.m. on 31 July 2020.
10. 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.
11. 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 a duly authorised officer of the company or a duly authorised 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.
12. For details of how to change your proxy directions or revoke your proxy appointment see the notes to the notice of AGM.
13. 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 Notice of Annual General Meeting 2020

Proxy form 2020

Record plc

As you are not permitted to attend the Annual General Meeting you should appoint a proxy to vote at the meeting on your behalf by logging on to www.signalshares.com (you will need your investor code which is detailed on your share certificate or dividend confirmation which is available by calling Link Asset Services on 0371 664 0300 (call charges apply as detailed in note 4 on page 18)) or alternatively you can complete the form below and return it to Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF.

Due to the format of this year's meeting you are strongly encouraged to appoint the Chair of the meeting as your proxy rather than a named person who will not be permitted to attend the meeting.

For use by Ordinary Shareholders

Relating to the Annual General Meeting of the Company to be held at 10.00 a.m. on 4 August 2020 at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP (the "AGM").

To be effective, this form must be lodged with the Company's registrars, Link Asset Services, by 10.00 a.m. on 31 July 2020.

I/we

[FULL NAME(S) IN BLOCK CAPITALS]

[ADDRESS IN BLOCK CAPITALS]

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

my/our proxy to vote for me/us on my/our behalf at the AGM of the Company to be held on 31 July 2020 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:

	VOTE				VOTE
	FOR	AGAINST	WITHHELD		FOR	AGAINST	WITHHELD
Ordinary Resolutions
1. To receive and adopt the Annual Report and Accounts.	☐	☐	☐	12. To appoint BDO LLP as Auditor.	☐	☐	☐
2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy).	☐	☐	☐	13. To authorise the Directors to agree the auditor's remuneration.	☐	☐	☐
3. To approve the Directors' Remuneration Policy.	☐	☐	☐	14. To authorise the Directors to allot Ordinary Shares.	☐	☐	☐
4. To approve a final dividend of 1.15 pence per Ordinary Share.	☐	☐	☐	Special Resolutions
5. To re-elect Neil Record.	☐	☐	☐	15. To disapply the statutory pre-emption rights on share allotments contained in section 561 of the Companies Act 2006.	☐	☐	☐
6. To re-elect Leslie Hill.	☐	☐	☐	16. To disapply statutory pre-emption rights in connection with an acquisition or other capital investment.	☐	☐	☐
7. To re-elect Steve Cullen.	☐	☐	☐	17. To authorise the Company to make market purchases of Ordinary Shares.	☐	☐	☐
8. To re-elect Bob Noyen.	☐	☐	☐	18. To adopt new articles of association.	☐	☐	☐
9. To re-elect Jane Tufnell.	☐	☐	☐	19. 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.	☐	☐	☐
10. To re-elect Rosemary Hilary.	☐	☐	☐
11. To re-elect Tim Edwards.	☐	☐	☐

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 AGM.

Date

Signature(s)

PLEASE REFER TO NOTES ON PAGE 18

Record plc Notice of Annual General Meeting 2020

AI assistant

Record Financial Group — Proxy Solicitation & Information Statement 2020

5199_agm-r_2020-06-30_30571f2b-470f-42db-87ca-69282c9af28c.pdf

Record plc

Letter from the Chairman of the Company

Ordinary Resolutions

Annual Report and Accounts

Directors' Remuneration Report and Remuneration Policy

Final dividend

Re-election and election of Directors

Auditor

Directors' authority to allot shares

Special Resolutions

Disapplication of pre-emption rights

Purchase of own shares

Articles of association

Notice period for general meetings, other than an annual general meeting

Ordinary Resolutions

Resolution 1 – Annual Report and Accounts

Resolution 2 – Directors’ Remuneration Report

Resolution 3 – Directors’ Remuneration Policy

Resolution 4 – Final dividend

Resolutions 5 to 11 – Re-election of Directors

Dual voting system for an Independent Director

Relationships, transactions or arrangements involving Independent Directors

Independent Director effectiveness

Determination of independence

Selection criteria of Independent Directors

Ordinary Resolutions continued

Resolution 12 and 13 – Auditor

Resolution 14 – Directors’ authority to allot shares

Special Resolutions

Resolution 15 – Disapplication of pre-emption rights

Resolution 16 – Disapplication of statutory pre-emption rights in connection with an acquisition or other capital investment

Special Resolutions continued

Resolution 17 – Purchase of own shares

Resolution 18 – Amendments to the Articles of Association

Resolution 19 – Notice period for general meetings, other than an annual general meeting

Entitlement to vote at this year's meeting

Attending in person

Appointment of proxies

Appointment of proxies by post

Appointment of proxies through CREST

Appointment of proxies by joint holders

Changing proxy instructions

Terminating your proxy appointment

Corporate representatives

Nominated Persons

Right to ask questions

Website publication of audit concerns

Total voting rights

Documents on display

Information available on website

Communication

Statement of Reasons connected with ceasing to hold office as Auditors

For use by Ordinary Shareholders

More from Record Financial Group

Record Financial Group Proxy Solicitation & Information Statement 2020