RM PLC

Proxy Solicitation & Information Statement • Mar 27, 2013

ATTENDANCE CARD

RM plc — ANNUAL GENERAL MEETING

To be held at 140 Eastern Avenue, Milton Park, Abingdon, Oxon, OX14 4SB at 9.00 am on Wednesday 24 April 2013.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's representative. This will facilitate entry to the meeting.

Signature of
person attending

Barcode:

Investor Code:

FORM OF PROXY RM plc — ANNUAL GENERAL MEETING

					Barcode:
					Investor Code:
I/we being a member of the Company hereby appoint the Chairman of the Meeting or (see note 1 over) Name of proxy				Number of shares appointed over	Event Code:
as my/our proxy to attend, speak and vote for me/us on my/our behalf at the annual general meeting of the Company to be held at 140 Eastern Avenue, Milton Park, Abingdon, Oxon, OX14 4SB at 9.00 am on Wednesday 24 April 2013 and at any adjournment thereof. I/we have indicated with an 'X' how I/ we wish my/our votes to be cast on the following resolutions.
If you wish to appoint more than one proxy, please tick here  (please also see note 2 over).
RESOLUTIONS Please mark '5' to indicate how you wish to vote	For					RESOLUTIONS Please mark '5' to indicate how you wish to vote	For
1. To receive and consider the Company's accounts and reports of the Directors and auditor for the year		Against	Withheld Vote	of the auditor.		10.To authorise the Directors to fix the remuneration
ended 30 November 2012. 2. To declare a dividend.						11.To approve the Board Report on Remuneration contained in the Company's Annual Report and Accounts for the year ended 30 November 2012.

as my/our proxy to attend, speak and vote for me/us on my/our behalf at the annual general meeting of the Company to be held at 140 Eastern Avenue, Milton Park, Abingdon, Oxon, OX14 4SB at 9.00 am on Wednesday 24 April 2013 and at any adjournment thereof. I/we have indicated with an 'X' how I/ we wish my/our votes to be cast on the following resolutions.

1. To receive and consider the Company's accounts
and reports of the Directors and auditor for the year ended 30 November 2012.

• 1. To declare a dividend.
• 1. To re-elect Lord Andrew Adonis as a Director.
• 1. To re-elect Jo Connell as a Director.
• 1. To re-elect Iain McIntosh as a Director.
• 1. To re-elect Deena Mattar as a Director.
• 1. To re-elect Martyn Ratcliffe as a Director.
• 1. To elect David Brooks as a Director.
• 1. To re-appoint KPMG Audit Plc as auditor of the Company until the conclusion of the next general meeting at which accounts are laid before the Company.

how you wish to vote
	For	Against
10.To authorise the Directors to fix the remuneration of the auditor.
11.To approve the Board Report on Remuneration contained in the Company's Annual Report and Accounts for the year ended 30 November 2012.
12.To authorise the Directors to allot securities up to the Section 551 Amount of £623,436.
13.To authorise the Directors to allot securities up to the Section 560(3) Amount of £93,515.
14.To authorise the Directors to make market purchases of the Company's shares.

Vote Withheld

Signature Date

Notes

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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.
• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
• 1. The 'Vote Withheld' option overleaf 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.
• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6pm on the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the annual general meeting.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID: RA10) not later than 48 hours before the time appointed for holding the annual general meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Overleaf is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0871 664 0300 (calls cost 10p per minute plus network extras, lines are open 8.30am to 5.30pm Monday-Friday) to request a change of address form.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. To be effective, all votes must be lodged not less than 48 hours before the time of the meeting at the office of the Company's registrars at: PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
• 1. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, BR3 4TU.

BUSINESS REPLY Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road BECKENHAM BR3 4TU