ROBERT WALTERS PLC — AGM Information 2021

Apr 9, 2021

Attendance Card

Robert Walters plc – Annual General Meeting

Vote

withheld*

Name Address line 1 Address line 2 Address line 3 Town Postcode
To be held at: 10.30am on Wednesday, 12 May 2021 at Robert Walters plc, 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB. To appoint a proxy, please complete this card and return it to: PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL by 10.30am on Monday, 10 May 2021. Due to the prohibition on public gatherings in the UK as a result of the Covid pandemic, the Annual General Meeting will be held as a closed meeting and will only be aended by the minimum number of Directors of the Company required to ensure that the legal requirements to hold the Annual General Meeting can be satisfied. Shareholders are requested not to aend the Annual General Meeting. However, the Board will continue to review the format of the Annual General Meeting. In the event that the restrictions are eased, and it becomes possible for shareholders to aend the Annual General Meeting, these will be detailed on the Company's website and announced via a RNS. Shareholders should visit www.robertwaltersgroup.com/AGM for the latest updates.
Signature of person attending Barcode:
Form of Proxy
Robert Walters plc – Annual General Meeting (please complete in block letters) l/We, being a member of Robert Walters plc, hereby appoint the Chairman of the Meeting (see note 4 below) as my/our proxy to vote on my/our behalf as indicated below at the Annual General Meeting of the Company to be held on 12 May 2021 at 10.30am and at any adjournment, adaptation or rescheduling thereof. I/We request the proxy to vote as indicated below on the following resolutions: Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder (see note 5 opposite).					Barcode: Event Code:
Resolutions
1. To receive the Annual Report and Accounts for the year	For	Against	withheld* Vote		9. To re-elect Steven Cooper as a Director.		For	Against
ended 31 December 2020. 2. To approve the Directors' Remuneration Report for the year ended 31 December 2020 (other than the part					10. To re-appoint BDO LLP as Auditor.
containing the Directors' Remuneration Policy). 3. To declare a final dividend of 11.0p per ordinary share.					11. To authorise the Directors to fix the Auditor's remuneration.
4. To elect Ron Mobed as a Director.					12. To authorise the Directors to allot shares pursuant to section 551 Companies Act 2006.
5. To re-elect Robert Walters as a Director.					13. To disapply section 561 Companies Act 2006.
6. To re-elect Alan Bannatyne as a Director.				of its own shares.	14. To authorise the Company to make purchases
7. To re-elect Brian McArthur-Muscroft as a Director.				days' notice.	15. To call general meetings other than Annual General Meetings of the Company on not less than 14 clear

Notes

• 1. A shareholder entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend, speak and vote instead of that shareholder. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share held by the appointing shareholder. Shareholders are strongly encouraged to submit a proxy vote in advance of the Annual General Meeting and, given the likely restrictions on attendance, to appoint the Chairman of the Meeting as their proxy rather than a named person who will not be permitted to attend the Annual General Meeting.
• 1. To be effective, this card and the power of attorney or other authority, if any, under which it is signed must be lodged with the Company's registrar at PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL or registered electronically through the website of the Company's registrar at www.robertwaltersshares.co.uk not later than 48 hours before the meeting. In the case of a corporation, this proxy must be executed under its common seal or under the hand of any officer or attorney duly authorised.
• 1. In the case of joint holders, the vote of the first name on the register who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders.
• 1. If you wish to appoint as your proxy someone other than the Chairman of the Meeting, delete the words "the Chairman of the Meeting" and insert the name of your chosen proxy in the space provided in the first box. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, they will be authorised in respect of your full voting entitlement. A proxy need not be a member of the Company. Due to the likely restrictions on attendance, shareholders are strongly encouraged to appoint the Chairman of the Meeting as their proxy to ensure their vote is counted.
• 1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by calling the shareholder helpline on +44 (0) 371 664 0300 (our offices are open between 9am and 5.30pm, Monday to Friday, excluding public holidays in England and Wales; calls to 0371 are charged at the standard geographic rate and will vary by provider; calls outside the United Kingdom are charged at the applicable international rate); or you may copy this form. Please indicate 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. Please also indicate by ticking the relevant box if the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope.

PXS 1

PXS 1

LEEDS LS1 4DL

Link Group Central Square

LEEDS LS1 4DL

29 Wellington Street

Link Group Central Square

29 Wellington Street

1. Any alteration should be initialled by the person signing this proxy.

2. 1. Please indicate with an 'X' in the appropriate boxes how you wish your votes on the resolutions to be cast. Unless otherwise instructed, your proxy may vote or abstain from voting as he/she thinks fit. The "Vote Withheld" option is to enable you to abstain on any particular resolution. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. On any other business which properly comes before the Annual General Meeting (including any motion to amend any resolution or to adjourn the Annual General Meeting), your proxy will vote or abstain from voting at his/her discretion.
3. 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) of the meeting 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 voting 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.
4. 1. 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 instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 (ID RA10) no later than 48 hours before the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications 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.
5. 1. Completion and return of the relevant proxy form enclosed herewith does not ordinarily prevent a shareholder from attending and voting in person.
6. 1. To have the right to attend, speak and vote (and also for the purpose of calculating how many votes a person may cast), a person must have his/her name entered on the register of members of the Company by no later than close of business on 10 May 2021 or, in the event that the meeting is adjourned, 48 hours prior to the date of the adjourned meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend, speak or vote at the meeting.
7. 1. 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.
8. 1. As at 9am on 9 April 2021, the Company's issued share capital comprised 80,370,270 ordinary shares of 20.0p each. Each ordinary share carries the right to one vote at a general meeting of the Company. The Company holds 4,074,000 ordinary shares in treasury and therefore, the total number of voting rights in the Company as at 9am on 9 April 2021 is 76,296,270.
9. 1. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

Business Reply Plus Licence Number RUCA–ESGL–RSXY Business Reply Plus Licence Number

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PXS 1 Link Group Central Square 29 Wellington Street LEEDS LS1 4DL