Savills PLC — AGM Information 2020

Apr 6, 2020

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your ordinary shares in Savills plc (the 'Company'), please forward this document and the enclosed Form of Proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Savills plc

Registered in England Registered Office: 33 Margaret Street, London W1G 0JD Registered Number: 2122174

Notice of Annual General Meeting 2020

Notice of Annual General Meeting of the Company to be held at 9.30 a.m. on Thursday 25 June 2020 at Savills Chelmsford Office, Parkview House, Victoria Road South, Chelmsford, CM1 1BT, is set out at the end of this document.

Due to the evolving COVID-19 situation you are strongly urged to complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed Form of Proxy instead of attending the Annual General Meeting in person. The Form of Proxy must be received not less than 48 hours before the time of the holding of the Annual General Meeting.

6 April 2020

Dear Shareholder,

Annual General Meeting (the 'AGM')

Following Government guidance on measures to be taken in response to the COVID-19 pandemic, the AGM of the Company will no longer be held at our offices in London. The Company will instead hold the AGM at the Company's offices at Parkview House, Victoria Road South, Chelmsford CM1 1BT. The AGM will commence at 9.30 a.m. and this letter explains the resolutions to be proposed at the AGM. The Notice of the AGM is set out on pages 4 to 7 of this document.

Action to be taken

The situation in relation to COVID-19 continues to develop and the Company will continue to update shareholders on arrangements for the AGM through the Regulatory News Service (RNS) and the Company's website at www.savills.com. Shareholders are advised to check the Company's website for updates.

We strongly urge shareholders to comply with Government public health instructions in respect of the evolving situation regarding COVID-19 and social contact, public gatherings and non-essential travel. Please note that the Company currently intends to refuse entry to shareholders who do attempt to attend the AGM in order to comply with those public health instructions and stay at home measures. The health of the Company's shareholders, as well as its officers and employees is of paramount importance. It is expected that the Company's attendance in person at the AGM will be limited to satisfy the requirements of a quorum. The AGM will end immediately following the formal business required and there will be no corporate presentations, Q&A or refreshments. Any Board members in attendance will not meet with shareholders individually who attempt to attend the AGM. Social distancing measures will be in place and strict hygiene arrangements in force. Instead of attending the AGM, shareholders are therefore requested to complete and return the enclosed Form of Proxy appointing the Chairman of the AGM as their proxy with their voting instructions or to register their proxy appointment electronically rather than attend the AGM in person. In addition, should a shareholder have a question concerning any of the business being dealt with at the AGM that they would have raised at the AGM, we ask that they send it by email to agmquestions@ savills.com. Answers to relevant questions that would have been given at the AGM will be published on our website following the AGM. The Board has also decided that voting on all resolutions at the AGM will be on a poll as this will ensure that all votes of shareholders will be counted, whether or not shareholders are able to attend the AGM. On a poll, each shareholder has one vote for every share held. The results of the poll will be announced shortly after the AGM, via the RNS and published on the Company's website at www.savills.com.

Savills plc 33 Margaret Street London W1G 0JD

T: +44 (0)20 7499 8644 F: +44 (0)20 7495 3773 www.savills.com Registered in England No. 2122174

You will find enclosed a Form of Proxy. Shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible, and in any event, so that it is received no later than 48 hours before the time for which the AGM is convened. Alternatively, you may register your proxy appointment or voting instructions electronically by visiting www.sharevote. co.uk or if you are a member of CREST, by using the CREST electronic appointment service. Although completion and return of the Form of Proxy or registering your proxy appointment electronically will not prevent you from attending and speaking at the AGM should you subsequently wish, please carefully consider whether it will be appropriate to do so, in the light of public health instructions limiting social contact, public gatherings and non-essential travel. As referenced above, the Board requests that you submit your votes by completing and returning the Form of Proxy appointing the Chairman of the AGM as your proxy or to register your proxy appointment electronically rather than attending the AGM in person. As also referenced above, any shareholder who attempts to attend the AGM can expect to be refused entry.

In the event that the AGM cannot be held as planned and depending on Government advice, it is expected that the AGM will have to be postponed or adjourned to another location and/or date and time. Shareholders will be notified accordingly through an announcement via the RNS and the Company's website.

Resolution 1 – Receipt of the 2019 Annual Report and Accounts

This resolution deals with the receipt of the audited accounts for the year ended 31 December 2019, together with the Auditors' report thereon, as well as the reports of the Directors.

Resolution 2 – Approval of Directors' Remuneration Policy

Shareholders are requested to approve the Directors' Remuneration Policy. A directors' remuneration policy must be put to shareholders at least every three years, or sooner if it is to be changed. The Directors' Remuneration Policy is contained within the Directors' Remuneration Report included within the 2019 Annual Report and Accounts. The Directors' Remuneration Policy will take effect from the date on which the resolution approving it is passed. The vote is binding and means that payments cannot be made other than if consistent with the Directors' Remuneration Policy after it has been approved by shareholders (unless a payment is separately approved by a shareholder resolution).

Resolution 3 – Approval of Directors' Remuneration Report

In accordance with section 439 of the Companies Act 2006, shareholders are requested to approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy, which is the subject of a separate vote under Resolution 2), the relevant pages of which are pages 78 to 106 of the 2019 Annual Report and Accounts. The vote is advisory: the Directors' entitlement to remuneration is not conditional on this resolution being approved.

Resolutions 4 to 11 – Re-election and re-appointment of Directors

In accordance with the UK Corporate Governance Code, each of the Directors will retire at the AGM and seeks re-election or reappointment. The Board is satisfied that each Director standing for re-election continues to show the necessary commitment to be an effective member of the Board given their skills, expertise and business acumen.

One non-executive appointment has been made since the 2019 AGM, being Dana Roffman effective from 1 November 2019 and she is now standing for re-appointment at the AGM. The Board has considered the experience that Dana Roffman has brought to the Group and recommends her re-appointment.

Biographical details of the Directors seeking re-election and re-appointment are set out on pages 50 to 53 of the 2019 Annual Report and Accounts and can also be found in Appendix 1 on pages 8 to 10 of this document. In accordance with the UK Corporate Governance Code, the contributions and reasons for re-election and re-appointment of each Director are also set out in Appendix 1.

Resolutions 12 and 13 – Re-appointment of the Auditors and their remuneration

These resolutions approve the re-appointment of PricewaterhouseCoopers LLP as Auditors from the conclusion of the AGM until the conclusion of the AGM in 2021 and authorise the Directors to set the remuneration of the Auditors. In accordance with rules on statutory audit services for large companies, the fee for audit work will be agreed between the Audit Committee and the Auditors.

Resolution 14 – Directors' authority to allot shares

The Directors may allot shares or grant rights to subscribe for or to convert any security into shares if authorised to do so by shareholders. The authority granted at the 2019 AGM is due to expire at this year's AGM. Accordingly, Resolution 14 will be proposed as an Ordinary Resolution to grant a new authority. The Companies Act 2006 provides that the Directors may only allot shares or grant rights to subscribe for or to convert any security into shares if authorised by shareholders to do so. Resolution 14 will, if passed, authorise the Directors to allot shares up to an aggregate nominal amount of £2,384,288, which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 12 March 2020.

As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company) will enable the Directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third) may only be used in connection with a rights issue in favour of ordinary shareholders. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue. If given, this authority will expire at the conclusion of the 2021 AGM of the Company or on 24 September 2021, whichever is the earlier.

Passing Resolution 14 will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares.

The Directors have no present intention of issuing shares pursuant to this authority.

The Company holds no treasury shares.

Resolutions 15 and 16 – Disapplication of statutory pre-emption rights

The Directors also request additional authorities from shareholders to allot equity securities or sell treasury shares where they propose to do so for cash and otherwise than to existing shareholders pro rata to their holdings pursuant to statutory pre-emption rights. The authorities granted at the 2019 AGM are due to expire at this year's AGM. Accordingly, Resolutions 15 and 16 will be proposed as Special Resolutions to grant such authorities. Apart from offers or invitations in proportion to the respective number of shares held, these authorities will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal amount of £357,642 (being just under 10% of the Company's issued ordinary share capital as at 12 March 2020). Resolution 15 seeks shareholder approval to disapply statutory pre-emption rights up to 5% of the Company's issued share capital. This part of the authority is designed to provide the Directors with flexibility to raise further equity funding and to pursue acquisition opportunities as and when they might arise. Resolution 15 also gives the Directors flexibility to implement a rights issue, open offer or other pre-emptive issue on terms that do not strictly reflect statutory pre-emption rights where strict compliance would be unduly burdensome (for example, due to overseas securities laws). Resolution 16 seeks shareholder approval to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital to be used in connection with an acquisition or specified capital investment. The Directors confirm that they intend for the remaining 5% to only be used in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

The authorities in Resolutions 15 and 16 will expire at the conclusion of the 2021 AGM of the Company or on 24 September 2021, whichever is the earlier. In each case, prior to the expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and any treasury shares to be sold) after the relevant authority expires and the Directors may allot equity securities (and sell any treasury shares) under any such offer or agreement as if the authority had not expired.

In respect of these authorities, the Directors will have due regard to institutional guidelines in relation to issuing non-pre-emptively for cash equity securities that represent more than 7.5% of the Company's issued share capital (excluding any treasury shares) in any rolling three year period, in particular the requirement for suitable consultation to be undertaken in advance and an explanation given.

Resolution 17 – Company purchase of own shares

It is proposed to renew the Company's authority to purchase its own shares. The Board considers that it remains in the interests of all shareholders for the Company to have the authority to continue to effect such purchases and would like to be able to act quickly if circumstances arise in which they consider such purchases to be desirable.

The maximum and minimum prices of any repurchase are set out in the resolution. This resolution will give the Company the authority to purchase its own shares in the market up to a maximum of 10% of its issued share capital. The Directors' present intention is that any ordinary shares purchased pursuant to this authority will be cancelled immediately on purchase. Alternatively, the shares may be held in treasury, sold for cash or (provided Listing Rule requirements are met) transferred for the purposes of or pursuant to an employee share scheme. The effect of any cancellation would be to reduce the number of ordinary shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not rank for dividends).

The ability to hold and sell treasury shares quickly and cost effectively provides the Company with additional flexibility in the management of its capital base. Any transfer of treasury shares for the purposes of the Company's employee share schemes will be made within the anti-dilution limits set out by the Investment Association. In any event, the Board will only exercise the authority granted pursuant to this resolution once it is satisfied that any purchase will have a beneficial impact on earnings per share and/ or will be in the best interests of all shareholders generally.

As at 12 March 2020, there were 1,808,104 options to subscribe for shares, representing approximately 1.26% of the Company's current issued ordinary share capital. If the full authority being sought to buy back shares was utilised and the repurchased shares cancelled, outstanding options would represent approximately 1.40% of the Company's issued ordinary share capital.

Resolution 18 – Notice of General Meetings

In order to preserve flexibility to call general meetings (other than annual general meetings) on 14 clear days' notice, the Company must offer all shareholders the opportunity to appoint a proxy electronically (via the Company's website or its Registrars) and must obtain the approval of its shareholders by means of a Special Resolution passed each year. Accordingly, Resolution 18 seeks such approval. It is intended that this flexibility will only be used for non-routine business and where merited in the interests of shareholders as a whole. The approval will be effective until the 2021 AGM, when it is intended that a similar resolution will be passed.

Recommendation

The Board considers that all the resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and the Board recommends that shareholders vote in favour of all the proposed resolutions as the Directors each intend to do in respect to their own holdings of ordinary shares.

Yours faithfully

Nicholas Ferguson CBE

Chairman

NOTICE is hereby given that the Annual General Meeting (the 'AGM') of Savills plc (the 'Company') will be held at 9.30 a.m. on Thursday 25 June 2020 at Savills Chelmsford Office, Parkview House, Victoria Road South, Chelmsford, CM1 1BT, to consider and, if thought fit, approve the following resolutions of which Resolutions 1 to 14 (inclusive) will be proposed as Ordinary Resolutions and Resolutions 15 to 18 (inclusive) as Special Resolutions:

• 1. THAT the Annual Report and Accounts for the financial year ended 31 December 2019, the Directors' Reports and the Auditors' Report on the Annual Report and Accounts be received.
• 1. THAT the Directors' Remuneration Policy (contained within the Directors' Remuneration Report) which is set out in the Annual Report and Accounts for the financial year ended 31 December 2019 be approved.
• 1. THAT the Directors' Remuneration Report (other than the Directors' Remuneration Policy referred to in Resolution 2 above) contained within the Annual Report and Accounts for the financial year ended 31 December 2019 be approved.
• 1. THAT Nicholas Ferguson be re-elected as a Director.
• 1. THAT Mark Ridley be re-elected as a Director.
• 1. THAT Tim Freshwater be re-elected as a Director.
• 1. THAT Rupert Robson be re-elected as a Director.
• 1. THAT Simon Shaw be re-elected as a Director.
• 1. THAT Stacey Cartwright be re-elected as a Director.
• 1. THAT Florence Tondu-Mélique be re-elected as a Director.
• 1. THAT Dana Roffman be re-appointed as a Director.
• 1. THAT PricewaterhouseCoopers LLP be re-appointed as Auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next AGM of the Company at which financial statements are laid before the Company.
• 1. THAT the Directors be authorised to set the remuneration of the Auditors.
• 1. THAT the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £2,384,288 comprising:
  2. (a) an aggregate nominal amount of £1,192,144 (whether in connection with the same offer or issue as under (b) below or otherwise); and
  3. (b) an aggregate nominal amount of £1,192,144 in the form of equity securities (as defined in section 560 of the Companies Act 2006) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on

any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on 24 September 2021 or, if earlier, at the conclusion of the AGM of the Company to be held in 2021, except that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if such authority had not expired.

• 1. THAT the Directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the general authority conferred on them by Resolution 14 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be limited to:
  2. (a) any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
  3. (b) any such allotment and/or sale, otherwise than pursuant to paragraph (a) above, of equity securities having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £178,821.

This authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at such time as the general authority conferred on the Directors by Resolution 14 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

• 1. That, in addition to any authority granted under Resolution 15, the Directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the general authority conferred on them by Resolution 15 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of that Act did not apply to any such allotment or sale, provided that this power shall be:
  2. (a) limited to any such allotment and/or sale of equity securities having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £178,821; and
  3. (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This authority shall expire (unless previously revoked or renewed by the Company in general meeting) at such time as the general authority conferred on the Directors by Resolution 14 above expires, except that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

• 1. THAT the Company be generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 2.5p each provided that in doing so it:
  2. (a) purchases no more than 14,305,727 ordinary shares of 2.5p each in aggregate;
  3. (b) pays not less than 2.5p (excluding expenses) per ordinary share of 2.5p each; and
  4. (c) pays a price per ordinary share that is not more (excluding expenses) per ordinary share than the higher of: (i) 5% above the average of the middle market quotations for the ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which the Company purchases that ordinary share; (ii) the price of the last independent trade on the trading venue where the purchase is carried out; and (iii) the highest current independent purchase bid on that venue.

This authority shall expire on 24 September 2021 or, if earlier, at the conclusion of the AGM of the Company to be held in 2021, except that the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

1. THAT the Directors be authorised to call a general meeting of the Company (not being an annual general meeting) on not less than 14 clear days' notice.

By order of the Board

C M Lee

Group Legal Director & Company Secretary 6 April 2020

Registered office: 33 Margaret Street London W1G 0JD

Notes

(i) Proxies

A member who is an individual is entitled to attend, speak and vote at the Meeting or to appoint one or more other persons as his proxy to exercise all or any of his rights on his behalf. Further details of how to appoint a proxy, and the rights of proxies, are given below. A member that is a company can appoint one or more corporate representatives (such as a director or employee of the company) whose attendance at the Meeting is treated as if the company were attending in person, or it can appoint one or more persons as its proxy to exercise all or any of its rights on its behalf. In each case, a person attending the Meeting will need to provide the Company or the Registrar with evidence of their identity and, if applicable, their appointment as a proxy or corporate representative with authority to vote on behalf of a member. In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.

A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, speak and to vote at the Meeting. A member 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 or shares held by him. A proxy need not be a member of the Company. A proxy is legally required to vote in accordance with any voting instructions given by his appointing member. Members will receive a Form of Proxy with this Notice of Meeting and, if they wish to appoint a proxy, should complete the Form of Proxy and send or deliver it to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received not later than 48 hours before the time at which the Meeting is to take place.

If the proxy is being appointed in relation to less than a member's 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 proxy. If left blank the proxy will be deemed to be authorised in respect of the member's full voting entitlement (or if the Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). To appoint more than one proxy, additional Form(s) of Proxy may be obtained by contacting the Registrar's helpline on 0371 384 2018 (overseas holders need to call +44 (0) 121 415 7047); lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. Completion of a Form of Proxy will not preclude a member attending and voting in person at the Meeting.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being the most senior).

You may register your proxy appointment or voting directions electronically by visiting www.sharevote. co.uk, where full details of the procedure are given. If you return more than one proxy appointment, either by paper or electronic communication, the proxy appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.

Members may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

(ii) CREST members

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting to be held on 25 June 2020 and any adjournment(s) thereof by using the procedures and to the address 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.

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 (available at www. euroclear.com). The message (regardless of whether it constitutes the appointment of a proxy, the revocation 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 issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting or, in the event of adjournment of the Meeting, 48 hours before the date of the adjourned 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 issuer'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.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/ her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

(iii) Right to attend and vote

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that in order to have the right to attend, speak and vote at the Meeting (and for the purpose of determining how many votes a person entitled to attend, speak and vote may cast), members must be entered on the Company's Register of Members at 6.30 p.m. on 23 June 2020 or, in the event of any adjournment, at 6.30 p.m. on the date which is two days before the day of the adjourned meeting. Changes to the entries on the Company's Register of Members after this time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

On a show of hands, every member who is entitled to vote and is present in person or by proxy has one vote and, on a poll, every member who is present in person or by a proxy has one vote for every ordinary share held by him/her.

(iv) Right to ask questions or propose resolutions etc.

Any member attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered. Please note that given that the Company currently intends to refuse entry to members who do attempt to attend the Meeting, the Company is requesting that members submit in advance of the Meeting any questions they have to agmquestions@savills.com. Answers to relevant questions that would have been given at the Meeting will be published on the Company's website following the Meeting.

Under section 338 and section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the Meeting, notice of a resolution which may properly be moved and is intended to be moved at the Meeting and/or (ii) to include in the business to be dealt with at the Meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form; must identify the resolution of which notice is to be given or the matter to be included in the business; must be authorised by the person or persons making it; must be received by the Company not later than the date falling six weeks before the Meeting (excluding the date of the Meeting itself and the date on which the request is received); and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

(v) Nominated persons

Any person to whom this Notice of Meeting is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may have a right under an agreement between him/ her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it/he/she may have a right under such agreement, to give instructions to the member as to the exercise of voting rights.

The statement of the rights of the members in relation to the appointment of proxies in note (i) does not apply to Nominated Persons.

(vi) Website publication of audit concerns

Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditors' report and the conduct of the audit) that are to be laid before the Meeting for the financial year; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's Auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

(vii) Total number of shares and voting rights

As at 12 March 2020, the Company's issued share capital consists of 143,057,265 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 12 March 2020 are 143,057,265.

(viii)Communication

Shareholders who have general queries about the Meeting should use the following means of communication:

Email: sreely@savills.com.

You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice of Meeting (or in any related documents including the Chairman's letter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

(ix) Website availability

A copy of this Notice of Meeting, and other information required by section 311A of the Companies Act 2006, can be found on the Company's website www.savills.com.

Appendix 1 Board of Directors

Nicholas Ferguson CBE

Chairman of Savills plc and Chairman of the Nomination & Governance Committee.

Appointment to the Board

Nicholas was appointed to the Board as a Non-Executive Director on 26 January 2016 and became Chairman in May 2016.

Background and relevant experience

Nicholas has held a number of leadership roles in the private equity and investment sectors. He was co-founder of Schroder Ventures (the private equity group which later became Permira) of which he served as Chairman from 1984 to 2001. He later served as Chairman of SVG Capital plc, a publicly quoted private equity group, from April 2005 to November 2012.

Other appointments

Nicholas was Chairman of Sky Plc from April 2012 to May 2016, having been appointed to the Board as a Non-Executive Director in June 2004 and having previously served as Deputy Chairman and Senior Independent Non-Executive Director. He is Chairman of Africa Logistics Properties and Chairman and founder of The Kilfinan Group, which provides mentoring by Chairmen and CEOs to heads of charities.

Committee Membership

Nomination & Governance Committee.

Contributions and reasons for re-election

Nicholas Ferguson is regarded as fulfilling his role very successfully. He brings substantial business experience to the Board, and in particular in chairing Boards. He is considered to lead the Board well and ensures full participation by all Directors in Board meetings.

Mark Ridley

Group Chief Executive.

Appointment to the Board

Mark joined Savills in 1996 and was appointed to the Board on 1 May 2018.

Background and relevant experience

He was Chairman of Savills Commercial from May 2008, then Chief Executive Officer of Savills UK from 2013 and additionally of Savills Europe from 2014 until he was appointed as Deputy Group Chief Executive on 1 May 2018. As of 1 January 2019, when Jeremy Helsby retired from the Board, Mark was appointed as Group Chief Executive.

Committee Membership

Nomination & Governance Committee.

Other appointments

Trustee of Reading Real Estate Foundation. Policy Committee Member, British Property Federation.

Contributions and reasons for re-election

Mark has been with Savills since 1996 and brings substantial property expertise to the Board. This knowledge has been and will continue to be invaluable to Savills as the Group continues to grow. As Group Chief Executive, the Board believes Mark has demonstrated outstanding leadership and vision. Mark will continue to be instrumental in both building out Savills business streams and leading the development of the Group's strategy.

Tim Freshwater

Independent Non-Executive Director. Senior Independent Director.

Appointment to the Board

Tim was appointed to the Board as a Non-Executive Director on 1 January 2012.

Background and relevant experience

Tim is Chairman of Goldman Sachs Asia Bank Limited and was formerly Chairman of Corporate Finance for Goldman Sachs (Asia).

Before joining Goldman Sachs, Tim worked at Jardine Fleming, becoming Group Chairman in 1999, and was a partner at Slaughter and May from 1975 to 1996. Tim has been resident in Hong Kong for over 30 of the last 40 years.

Other appointments

Non-Executive Director of Swire Pacific Limited, Corney & Barrow Group Limited and Chelsfield Asia Limited. Tim is a former director of Hong Kong Exchanges and Clearing Limited and a former member of the Hong Kong Trade Development Council and the Financial Services Development Council.

Committee Membership

Audit, Remuneration and Nomination & Governance Committees.

Contributions and reasons for re-election

Tim Freshwater's extensive experience, in particular of the Asia Pacific market, over many years has been and continues to be valuable given the geographical spread of the Savills business.

Appendix 1 Board of Directors continued

Rupert Robson

Independent Non-Executive Director and Chair of the Remuneration Committee.

Appointment to the Board

Rupert was appointed to the Board as a Non-Executive Director on 23 June 2015.

Background and relevant experience

Rupert has held a number of senior roles in financial institutions, most recently Chairman of TP ICAP plc, Charles Taylor plc and EMF Capital Partners and Non-Executive Director of London Metal Exchange Holdings Limited, Tenet Group Limited and OJSC Nomos Bank. Prior to that he was Global Head, Financial Institutions Group, Corporate Investment Banking and Markets at HSBC and Head of European Insurance, Investment Banking at Citigroup Global Markets.

Other appointments

Chairman of Sanne Group plc.

Committee Membership

Audit, Remuneration and Nomination & Governance Committees.

Contributions and reasons for re-election

Rupert Robson brings extensive corporate finance knowledge and experience of professional services businesses which has been and continues to be very relevant to Savills as a leading real estate adviser. Rupert Robson's leadership of the Remuneration Committee has ensured that Savills executive remuneration rewards appropriately, but not excessively and best aligns shareholders' and management's interests, so incentivising superior performance and the creation of long-term shareholder value.

Simon Shaw

Group Chief Financial Officer.

Appointment to the Board

Simon joined Savills as Group Chief Financial Officer in March 2009.

Background and relevant experience

Simon is a Chartered Accountant. He was formerly Chief Financial Officer of Gyrus Group PLC, a position he held for five years until its sale to the Olympus Corporation. Simon was Chief Operating Officer of Profile Therapeutics plc for five years and also worked as a corporate financier, latterly at Hambros Bank Limited.

Other appointments

Non-Executive Chairman of Synairgen plc.

Committee Membership

None.

Contributions and reasons for re-election

Simon Shaw has many years of broad financial experience gained from previous Board level roles. Simon Shaw has substantial operational and financial experience of the Savills Group gained since his appointment in 2009, supplemented by that gained as Chief Financial Officer of Gyrus plc and Chief Operating Officer of Profile Therapeutics plc.

Stacey Cartwright

Independent Non-Executive Director and Chair of the Audit Committee.

Appointment to the Board

Stacey was appointed to the Board as a Non-Executive Director on 1 October 2018.

Background and relevant experience

Stacey most recently served as Chief Executive and then Deputy Chairman of Harvey Nichols Group until 2018, and prior to that was EVP and CFO of Burberry Group plc. She previously served as CFO of Egg plc and spent her early career in a number of finance roles at Granada Group PLC. She was a Non-Executive Director at GlaxoSmithKline PLC from 2011 to 2016. She qualified as a Chartered Accountant with Price Waterhouse.

Other appointments

Senior Independent Non-Executive Director of the English Football Association Ltd and serves on the Board of AerCap Holdings and Genpact Ltd.

Committee Membership

Audit, Remuneration and Nomination & Governance Committees.

Contributions and reasons for re-election

Stacey Cartwright has many years of financial and commercial experience gained from Board and senior executive level roles. This year she has led the work of the Audit Committee, which included the tender process to appoint Ernst & Young LLP as auditors for financial years commencing on or after 1 January 2021. Stacey has maintained close dialogue with the internal and external auditors and the financial controllers across the Group's Principal Businesses throughout the year.

Appendix 1 Board of Directors continued

Florence Tondu-Mélique

Independent Non-Executive Director.

Appointment to the Board

Florence was appointed to the Board as a Non-Executive Director on 1 October 2018.

Background and relevant experience

Florence is currently Chief Executive Officer of Zurich France, and a member of Zurich's EMEA and Global Commercial Insurance Leadership Teams. She was previously Chief Operating Officer of Hiscox Europe, prior to which she held senior executive roles at AXA Real Estate and AXA Investment Managers. She spent her early career at McKinsey & Company.

Other appointments

Non-Executive Director of the French-American Foundation.

Committee Membership

Audit, Remuneration and Nomination & Governance Committees.

Contributions and reasons for re-election

Florence Tondu-Mélique has extensive experience in the Continental European markets, in both real estate and professional services. This knowledge has been and will continue to be valuable to Savills as the Group continues to grow its European platform.

Dana Roffman

Independent Non-Executive Director.

Appointment to the Board

Dana was appointed to the Board as a Non-Executive Director on 1 November 2019.

Background and relevant experience

Dana was most recently a partner and founding member of the Real Estate Private Equity group at Angelo Gordon, a privately held alternative investment firm. During her 25 year tenure, ending in December 2019, she served as a manager and leader of investment teams across all major US markets, and served as a Member of the Investment Committees for the firm's US Opportunistic, Core Plus and Value Real Estate Funds. She spent her early career in real estate valuation and advisory at Arthur Andersen LLP in Washington, DC.

Other appointments

Advisory Board of NYU Schack Institute of Real Estate.

Committee Membership

Audit, Remuneration and Nomination & Governance Committees.

Contributions and reasons for re-appointment

Dana Roffman's knowledge of real estate, and in particular the US market, developed over many years supports and will continue to support the Group's strategy to deliver value as a leading real estate adviser to our clients in the world's key locations.

Savills plc

Registered in England Registered Office: 33 Margaret Street, London W1G 0JD Registered Number: 2122174