RESTAURANT GROUP PLC

Proxy Solicitation & Information Statement • Mar 31, 2023

Notice of Availability – important, please read carefully.

You can access the 2022 Annual Report and Accounts and 2023 Notice of Annual General Meeting on the Company's website at www.trgplc.com under 'Investors' and 'Reports & Presentations'.

For use at the Annual General Meeting of the Company, to be held at the Company's Head Office at 5-7 Marshalsea Road, London SE1 1EP, on 23 May 2023 at 11:00 am.

If you wish to attend the Meeting please sign this card and bring it with you and hand it in at the reception desk on your arrival to authenticate your right to attend, speak and vote in person. Unless you are able to present this card or, alternatively, provide acceptable evidence of identity, you may be refused entry to the Meeting.

If you have appointed a person other than the Chair of the Meeting as your proxy to attend on your behalf, both you and your proxy must sign this card and place a tick in the box alongside the signatures. A proxy is entitled to speak and to vote on a poll or a show of hands.

				Dated				2023
					PLEASE DETACH THIS PORTION BEFORE POSTING THE FORM OF PROXY
					Product ID:	1628-0060
Voting ID				Task ID Shareholder Reference Number
Form of Proxy For use at the Annual General Meeting of The Restaurant Group plc (the 'Company') to be held at the Company's Head Office at 5-7 Marshalsea Road, London
SE1 1EP, on Tuesday 23 May 2023 at 11:00 am. I/We being (a) registered holder(s) of 28 1/8 pence ordinary shares in the Company, hereby appoint the Chair of the Meeting (see note 1) or
					No of Shares
Please mark this box with an "X" if this proxy appointment is one of multiple
appointments being made (see note (2) overleaf).
	For	Against Withheld		Resolution	11. To re-elect Alex Gersh as a Director of the	For	Against Withheld
ended 1 January 2023				Company	12. To re-appoint Loraine Woodhouse as a Director of
(excluding the Directors' Remuneration Policy)				the Company	13. To re-appoint EY as Auditor to the Company
					14. To authorise the Directors to determine the
Plan rules				Auditor's remuneration	15. To authorise the Directors to allot shares up to a
share plan				16. To waive pre-emption rights in certain	maximum nominal amount of £143,449,199
Company To re-elect Andy Hornby as a Director of the				circumstances (general) 17. To waive pre-emption rights in certain
Company				circumstances (financing)	18. To authorise the Company to purchase its own
Company				shares	19. To approve the notice period for general meetings
Please indicate, by inserting a cross in the appropriate box, how you wish your votes to be cast on the resolutions mentioned. If you sign this form and return it without any specific directions your appointed proxy or proxies will vote or abstain at his/her discretion on the resolutions to be proposed as he/she will upon any other motion arising at the meeting. Resolution 1. To receive the Report and Accounts for the year 2. To approve the proposed new Remuneration Policy 3. To approve the Directors' remuneration report 4. To approve the proposed Deferred Share Bonus 5. To approve the renewal of the employee SAYE 6. To re-elect Ken Hanna as a Director of the 8. To re-elect Kirk Davis as a Director of the Company 9. To re-elect Graham Clemett as a Director of the 10. To re-elect Zoe Morgan as a Director of the Company

Notes: Notes:

• 1. If you wish to appoint as your proxy another person other than the Chair of the Meeting please insert in block capitals the full name of the person of your choice, delete the words "Chair of the Meeting" and initial the alteration. A proxy need not be a member of the Company but must attend the meeting to represent you. If you wish your proxy to speak on your behalf at the Meeting, you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them. Completion of this proxy will not preclude you from attending, voting and speaking in person at the Meeting. 1.Given the UK Government public health restrictions for Covid-19, shareholders and their representatives will NOT be permitted to attend the AGM in person. You should therefore appoint the Chairman of the meeting as your proxy rather than a named person who will not be permitted to attend the meeting. If you appoint any person other than the Chairman of the meeting as your proxy, your vote will not be counted. 2. Under normal circumstances, shareholders may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. Notes: 1. If you wish to appoint as your proxy another person other than the Chairman of the Meeting please insert in block capitals the full name of the person of your choice, delete the words "Chairman of the Meeting" and initial the alteration. A proxy need not be a member of the Company but must attend the meeting to represent you. If you wish your proxy to speak on your behalf at the Meeting, you will need to appoint your own choice of proxy (not the Chairman) and give your
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. Please indicate in the box above the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy. The total number of shares entered on all the proxy forms you submit must not therefore exceed the number of shares you hold in the Company. If no number of shares is entered, the proxy will be authorised to act on your behalf in relation to your entire shareholding in the Company. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Equiniti helpline on 0371 384 2426 (lines are open 8:30am to 5:30pm, Monday to Friday), Textel number (for hard of hearing) on + 44 (0)371 384 2255, or you may photocopy this form. Please also indicate by crossing the box provided if the proxy instruction is one of multiple instructions being given. However, given the restrictions on attendance at the AGM, you should appoint only the Chairman of the meeting as your proxy rather than appointing a named person(s) who will not be permitted to attend the meeting. 3. To be valid, proxy forms together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney should be signed and returned to Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA by 10:00 am on Friday 21 May 2021. If you prefer to return this Form of Proxy in an envelope then please return it to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is not instructions directly to them. Completion of this proxy will not preclude you from attending, voting and speaking in person at the Meeting. 2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. Please indicate in the box above the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy. The total number of shares entered on all the proxy forms you submit must not therefore exceed the number of shares you hold in the Company. If no number of shares is entered, the proxy will be authorised to act on your behalf in relation to your entire shareholding in the Company. To appoint more than one proxy, additional proxy forms may be obtained by contacting the
• 1. To be valid, all proxy forms and additional proxy forms together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, should be signed and returned to Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA by 11:00 am on 19 May 2023. If you prefer to return this Form of Proxy in an envelope then please return it to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland. required if posted in Great Britain, Channel Islands or Northern Ireland. 4. As an alternative to completing this Form of Proxy, you can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (as printed on this Form of Proxy). Alternatively, if you have already registered with Equiniti's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on both websites. For an electronic proxy appointment to be Equiniti helpline on 0371 384 2426 (lines are open 8:30am to 5:30pm, Monday to Friday), Textel number (for hard of hearing) on 0371 384 2255 or +44(0)121 415 7047 if calling from outside the UK, or you may photocopy this form. Please also indicate by crossing the box provided if the proxy instruction is one of multiple instructions being given. 3. To be valid, all proxy forms and additional proxy forms together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified
• 1. As an alternative to completing this Form of Proxy, you can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (as printed on this Form of Proxy). Alternatively, if you have already registered with Equiniti's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on both websites. For an electronic proxy appointment to be valid, the appointment must be received by the Company's registrar, Equiniti, no later than 11:00 am on 19 May 2023 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting). Any electronic communication sent by a shareholder to Equiniti which is found to contain a virus will not be accepted by the Company, but every effort will be made by the Company to inform the shareholder of the rejected communication. valid, the appointment must be received by the Company's registrar, Equiniti, no later than 10:00 am on 21 May 2021 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting). Any electronic communication sent by a shareholder to Equiniti which is found to contain a virus will not be accepted by the Company, but every effort will be made by the Company to inform the shareholder of the rejected communication. 5. CREST members who wish to appoint a proxy using the CREST electronic appointment service may do so by using the procedures described in the CREST manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given copy of such power of attorney should be signed and returned to Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA by 10:00am on 15 May 2019. If you prefer to return this Form of Proxy in an envelope then please return it to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland. 4. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by the issuer's agent RA19 no later than 48 hours before the time fixed for the meeting.
• 1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by the issuer's agent RA19 no later than 48 hours before the time fixed for the meeting. to a previously appointed proxy, must be transmitted so as to be received by the issuer's agent RA19 no later than 48 hours before the time fixed for the meeting. You should appoint the Chairman of the meeting as your proxy rather than a named person who will not be permitted to attend the meeting. 6. To direct your proxy how to vote on the resolutions, please mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "vote withheld" box. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. 5. To direct your proxy how to vote on the resolutions, please mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "vote withheld" box. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. 6. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or a proxy, will be accepted to the exclusion of the other joint
• 1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. 7. In the case of joint holders, the vote of the senior holder who tenders a vote by proxy, will be accepted to the exclusion of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members. The names of the joint holders should be stated. holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members. The names of the joint holders should be stated.
• 1. To direct your proxy how to vote on the resolutions, please mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "vote withheld" box. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. 8. If the member is a corporation, this proxy should be executed either under its common seal, or under the hand of its attorney or any person duly authorised on its behalf. 7. If the member is a corporation, this proxy should be executed either under its common seal, or under the hand of its attorney or any person duly authorised on its behalf.
• 1. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members. The names of the joint holders should be stated. 9. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 8. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
• 1. If the member is a corporation, this proxy should be executed either under its common seal, or under the hand of its attorney or any person duly authorised on its behalf. 10. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 10. If you submit more than one valid proxy appointment, the appointment received last before the latest time for receipt of the proxies will take precedence. 9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for receipt of the proxies will take precedence.
• 1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for receipt of the proxies will take precedence. Annual General Meeting – 25 May 2021 at 10:00am The Company's Head Office at 5-7 Marshalsea Road, London SE1 1EP Annual General Meeting 17 May 2019 at 10:00am Offices of MHP Communications at 6 Agar Street, London WC2N 4HN on 17th May 2019

Annual General Meeting 23 May 2023 at 11:00 am The Company's Head Office at 5-7 Marshalsea Road, London, SE1 1EP

Business Reply Licence Number RTHJ–CKEJ–HRTG

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Equiniti Aspect House Spencer Road LANCING BN99 8LT