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ROBERT WALTERS PLC — Proxy Solicitation & Information Statement 2026
Apr 1, 2026
4796_agm-r_2026-04-01_dc63b499-33aa-49cd-a2d0-af3981fd2f1b.pdf
Proxy Solicitation & Information Statement
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Attendance Card
Robert Walters plc – Annual General Meeting
Robert—
—Walters
Name
Address line 1
Address line 2
Address line 3
Town
Postcode
To be held at: 9.00am on Thursday, 30 April 2026 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, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL by 9.00am on Tuesday, 28 April 2026.
Signature of person attending
Form of Proxy
Robert Walters plc – Annual General Meeting
(please complete in block letters)
I/We, being a member of Robert Walters plc, hereby appoint the Chair of the Meeting (see note 5 opposite)
☐ 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 30 April 2026 at 9.00am 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 6 opposite).
| Resolutions | For | Against | Vote withheld |
|---|---|---|---|
| 1. To receive the Annual Report and Accounts for the year ended 31 December 2025. | ☑ | ☑ | ☑ |
| 2. To approve the Directors' Remuneration Report for the year ended 31 December 2025 (other than the part containing the Directors' Remuneration Policy). | ☑ | ☑ | ☑ |
| 3. To approve the Directors' Remuneration Policy. | ☑ | ☑ | ☑ |
| 4. To re-elect Leslie Van de Walle as a Director of the Company | ☑ | ☑ | ☑ |
| 5. To re-elect Toby Fowlston as a Director of the Company. | ☑ | ☑ | ☑ |
| 6. To re-elect Matt Ashley as a Director of the Company. | ☑ | ☑ | ☑ |
| 7. To re-elect Michaela Tod as a Director of the Company. | ☑ | ☑ | ☑ |
| 8. To re-elect Jane Hesmondhalgh as a Director of the Company. | ☑ | ☑ | ☑ |
| 9. To re-elect Andrew Rashbass as a Director of the Company. | ☑ | ☑ | ☑ |
| 10. To re-appoint BDO LLP as Auditor. | ☑ | ☑ | ☑ |
| 11. To authorise the Directors to fix the Auditor's remuneration. | ☑ | ☑ | ☑ |
| 12. To authorise the Directors to allot shares pursuant to section 551 Companies Act 2006. | ☑ | ☑ | ☑ |
| 13. To disapply section 561 Companies Act 2006 for general purposes. | ☑ | ☑ | ☑ |
| 14. To further disapply section 561 Companies Act 2006 for acquisitions or specified capital investments. | ☑ | ☑ | ☑ |
| 15. To authorise the Company to make purchases of its own shares. | ☑ | ☑ | ☑ |
| 16. To call general meetings other than Annual General Meetings on not less than 14 clear days' notice. | ☑ | ☑ | ☑ |
Signature ____
Date ____
Notes
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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.
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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, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL or registered electronically through the Investor Centre app or at https://uk.investor-centre.mpms.mufg.com/ not later than 48 hours before the meeting (excluding non-working days). 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.
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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.
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If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9:00am on 28 April 2026 in order to be considered valid or, if the meeting is adjourned, by 48 hours before the time of the adjourned meeting (excluding non-working days). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
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If you wish to appoint as your proxy someone other than the Chair of the Meeting, delete the words "the Chair 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.
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To appoint more than one proxy, (an) additional proxy form(s) may be obtained by emailing the Registrars at [email protected] or 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 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.
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Any alteration should be initialed by the person signing this proxy.
-
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.
-
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, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL or registered electronically through the Investor Centre app or at https://uk.investor-centre.mpms.mufg.com/ not later than 48 hours before the meeting (excluding non-working days). 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.
-
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.
-
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9:00am on 28 April 2026 in order to be considered valid or, if the meeting is adjourned, by 48 hours before the time of the adjourned meeting (excluding non-working days). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
-
If you wish to appoint as your proxy someone other than the Chair of the Meeting, delete the words "the Chair 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.
-
To appoint more than one proxy, (an) additional proxy form(s) may be obtained by emailing the Registrars at [email protected] or 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 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.
-
Any alteration should be initialed by the person signing this proxy.
Business Reply Plus
Licence Number
RUCA-ESGL-RSXY


PXS 1
MUFG Corporate Markets
Central Square
29 Wellington Street
LEEDS
LS1 4DL