RM PLC — Proxy Solicitation & Information Statement 2018

Feb 23, 2018

ATTENDANCE CARD

RM plc - ANNUAL GENERAL MEETING

You may submit your proxy electronically using Signal shares service at www.signalshares.com. If not already registered for Signal shares, you will need your Investor Code below.

Notice of Availability

Notice of AGM and Annual Report 2017

IMPORTANT – PLEASE READ CAREFULLY

You can now access the 2017 Annual Report and Notice of AGM by visiting this website: www.rmplc.com

If you wish to receive a paper copy of the Annual Report and/or the Notice of AGM, please contact Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Telephone 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 between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.)

Please note the deadline for receiving proxies is 11.30am on 19 March 2018.

To be held at 140 Eastern Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4SB at 11.30am on Wednesday 21 March 2018.

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 registrar. 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:
Event 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 proxy appointed over
[_________]

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, Oxfordshire, OX14 4SB on Wednesday, 21 March 2018 at 11.30am and at any adjournment thereof. I have indicated with an ☐ 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 ☐ to indicate how you wish to vote

1. To receive and consider the Company's financial statements, the strategic report and the reports of the Directors of the Company and the auditor of the Company for the year ended 30 November 2017.
2. To declare a final dividend of 4.95 pence per ordinary share.
3. To re-elect John Poulter as a Director of the Company.
4. To re-elect David Brooks as a Director of the Company.
5. To re-elect Patrick Martell as a Director of the Company.
6. To re-elect Neil Martin as a Director of the Company.
7. To re-elect Deena Mattar as a Director of the Company.
8. To elect Andy Blundell as a Director of the Company.
9. To re-appoint KPMG LLP as auditor of the Company.
10. To authorise the Directors to determine the remuneration of the auditor.

RESOLUTIONS

Please mark ☐ to indicate how you wish to vote

1. To approve the Remuneration Policy.
2. To approve the Remuneration Report.
3. To authorise the Directors to allot relevant securities.

SPECIAL RESOLUTIONS

1. To authorise the Directors to disapply pre-emption rights.
2. To authorise the Directors to disapply pre-emption rights for the purposes of acquisitions or capital investment.
3. To authorise the Directors to make market purchases of the Company's shares.
4. To fix the notice period for the general meetings of the company.
5. To adopt new Articles of Association.

Signature: ____
Date: ____

You may submit your proxy electronically at www.signalshares.com

90215 RM Proxy.indd 1

08/02/2018 11:24

JOB No	90215 RM Proxy			DATE STARTED	16.01.18	STARTED BY	ANNA
PREVIOUS JOB No	00797	DATE AMENDED	08.02.18	AMENDED BY	ANNA	PROOF NO	7
TEMPLATE NAME		SIZE	210X297	COLOURS	BLACK
SAVED IN	PROXY	A/C HANDLER	CC STUDIO	CLIENT'S NAME	L. CONNELL

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90215 RM Proxy.indd 2
08/02/2018 11:24

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).

2. 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.

3. 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.

4. Entitlement to attend and vote at the meeting and the number of votes which may be cast will be determined by reference to the Register of Members of the Company at close of business 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.

5. 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.

6. Overleaf is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline 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 between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.) to request a change of address form.

7. 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.

8. 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 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF.

9. If you wish to use an envelope, please address it to FREEPOST PXS, 34 Beckenham Road, BR3 9ZA. Please note that delivery using this service can take up to 5 business days.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
Beckenham
BR3 4ZF