Savills PLC — AGM Information 2021

Apr 6, 2021

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 2021

Notice of Annual General Meeting of the Company to be held at 12.00 noon on Wednesday 12 May 2021 at Savills City Office, Finsbury Circus House, 15 Finsbury Circus, London EC2M 7EB, is set out at the end of this document.

GIVEN THE RESTRICTIONS ON SOCIAL GATHERINGS IN LIGHT OF THE COVID-19 PANDEMIC, THE DIRECTORS ARE PROPOSING THAT THE ANNUAL GENERAL MEETING IS HELD AS A CLOSED MEETING. SHAREHOLDERS WILL NOT BE PERMITTED TO ATTEND THE MEETING PHYSICALLY, SAVE FOR THOSE SHAREHOLDERS PERMITTED BY THE CHAIRMAN OF THE MEETING TO ESTABLISH A QUORUM. VOTING AT THE MEETING SHOULD BE COMPLETED VIA PROXY, WITH ALL FORMS OF PROXY TO BE RECEIVED NOT LESS THAN 48 HOURS BEFORE THE TIME OF THE HOLDING OF THE ANNUAL GENERAL MEETING.

SHAREHOLDER QUESTIONS RELEVANT TO THE BUSINESS OF THE MEETING CAN BE SUBMITTED AHEAD OF THE MEETING, AS DESCRIBED IN THE LETTER FROM THE CHAIRMAN OF THE COMPANY ON PAGES 1 to 3 OF THIS DOCUMENT, AND WILL BE ANSWERED VIA A PRESENTATION TO BE DELIVERED VIA WEBCAST AT THE START OF THE MEETING. THE BUSINESS OF THE ANNUAL GENERAL MEETING WILL THEN FOLLOW THIS PRESENTATION.

6 April 2021

Dear Shareholder,

Annual General Meeting (the 'AGM')

Our preference had been to welcome shareholders in person to our 2021 Annual General Meeting, particularly given the constraints we faced in 2020 due to the COVID-19 pandemic. However, at present, given the current UK Government guidance, we are proposing to hold the AGM at Savills City Office, Finsbury Circus House, 15 Finsbury Circus, London EC2M 7EB as a closed meeting, with the minimum attendance required to form a quorum. Shareholders (or their proxies) will not be permitted to attend the AGM in person but can be represented by the Chairman of the meeting acting as their proxy.

The AGM will commence at 12.00 noon and this letter explains the resolutions to be proposed at the AGM. The Notice of the AGM is set out on pages 4 and 5 of this document.

The arrangements for the AGM set out below reflect the Board's desire to keep shareholders informed about the Company and we would encourage you to access the AGM through the invitation referred to below. Please note that access via the invitation will not constitute attendance in law at the AGM and shareholders will not have the ability to speak, ask questions or vote through this facility.

AGM arrangements

As mentioned above, given the current UK Government guidance, the AGM is proposed to be a closed meeting and shareholders (or their proxies) will not be permitted to attend the meeting physically. The health and safety of our shareholders and employees is of primary importance at this time and the Directors have decided to limit the attendance at the meeting to a quorum of two shareholders.

Voting on all resolutions at the AGM should therefore be completed via proxy. 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. It is recommended that you appoint the Chairman of the meeting as your proxy in order that your vote may be counted.

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

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.

Shareholder questions relevant to the business of the AGM can be submitted ahead of the AGM and will be answered via a presentation to be delivered by webcast at the start of the AGM. The business of the AGM will then follow this presentation. Access to the invitation to the presentation and the AGM can be obtained by email to sreely@savills.com.

The Board is keen to maintain engagement with shareholders. Accordingly, the Directors have made available to shareholders the ability to submit questions relevant to the business of the AGM ahead of the AGM. These questions will be answered at the AGM as noted above. Shareholders are therefore asked to submit all questions in relation to the business to be considered at the AGM by Monday 10 May 2021 by email to agmquestions@savills.com.

The Company will continue to closely monitor the impact of COVID-19, including the latest UK Government guidance and restrictions, and how this may affect the arrangements for the AGM. If it becomes necessary or appropriate to revise the current arrangements for the AGM, the Company will update shareholders on any changes (including any change to the location of 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.

Resolution 1 – Receipt of the 2020 Annual Report and Accounts

This resolution deals with the receipt of the audited accounts for the year ended 31 December 2020, together with the Auditors' report thereon, as well as the reports of the Directors.

Resolution 2 – Approval of Directors' Remuneration Report

In accordance with section 439 of the Companies Act 2006, shareholders are requested to approve the Directors' Remuneration Report, the relevant pages of which are pages 92 to 116 of the 2020 Annual Report and Accounts. The vote is advisory.

Resolution 3 – Declaration of a final dividend

Subject to shareholder approval of the recommended final dividend at the AGM, a final dividend of 17.0p per ordinary share will be paid on 18 May 2021 to shareholders on the register of members as at the close of business on 9 April 2021.

Resolutions 4 to 12 – Re-election and reappointment of Directors

In accordance with the UK Corporate Governance Code, each of the Directors will retire at the AGM and seeks re-election or re-appointment, save for Rupert Robson who as previously announced will retire from the Board at the conclusion of this AGM. The Board is satisfied that each Director standing for reelection continues to show the necessary commitment to be an effective member of the Board given their skills, expertise and business acumen.

Two non-executive appointments have been made since the 2020 AGM, being Philip Lee and Richard Orders effective from 1 January 2021 and they are now standing for re-appointment at the AGM. The Board has considered the experience that Philip Lee and Richard Orders have brought to the Group and recommends their re-appointments.

Biographical details of the Directors seeking re-election and re-appointment are set out on pages 64 to 67 of the 2020 Annual Report and Accounts and can also be found in Appendix 1 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 13 and 14 – Appointment of the Auditors and their remuneration

As previously announced, PricewaterhouseCoopers LLP will be retiring as the Auditors to the Company, to be replaced by Ernst & Young LLP following the completion of a competitive tender process during 2019. PricewaterhouseCoopers LLP did not participate in the tender process in line with the mandatory external auditor rotation rules. I would like to take this opportunity to thank PricewaterhouseCoopers LLP for their support and professionalism during their term as Auditors to the Company. Resolutions 13 and 14 seek shareholder approval for the appointment of Ernst & Young LLP as Auditors from the conclusion of the AGM until the conclusion of the AGM in 2022 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.

Statement on ceasing to hold office as Auditors to Savills plc, pursuant to section 519 of the Companies Act 2006.

The statement of reasons connected with PricewaterhouseCoopers LLP ceasing to hold office as Auditors to Savills plc is as follows:

"The Company undertook a competitive tender process for the position of statutory auditors and we mutually agreed with the Audit Committee not to participate due to the time of our tenure."

Resolution 15 – Renewal of the Savills plc Performance Share Plan

The Savills plc Performance Share Plan ('PSP') will reach the end of its ten year life on 4 May 2021. The Directors believe that the PSP continues to provide an effective incentive arrangement for our senior executives and therefore wish to extend the operation of the PSP for a further period of ten years. Accordingly, Resolution 15 seeks approval for the renewal of the PSP. The principal terms of the PSP are summarised in Appendix 2 of this document. The full Rules of the PSP are available for inspection as set out on page 7 below.

Resolution 16 – 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 2020 AGM is due to expire at this year's AGM. Accordingly, Resolution 16 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 16 will, if passed, authorise the Directors to allot shares up to an aggregate nominal amount of £2,384,528, which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 11 March 2021.

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 2022 AGM of the Company or on 11 August 2022, whichever is the earlier.

Passing Resolution 16 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 17 and 18 – 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 2020 AGM are due to expire at this year's AGM. Accordingly, Resolutions 17 and 18 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 £357,678 (being just under 10% of the Company's issued ordinary share capital as at 11 March 2021). Resolution 17 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 17 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 18 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 17 and 18 will expire at the conclusion of the 2022 AGM of the Company or on 11 August 2022, 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-preemptively 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 19 – 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 11 March 2021, there were 1,806,316 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 20 – 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 20 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 2022 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 of 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 12.00 noon on Wednesday 12 May 2021 at Savills City Office, Finsbury Circus House, 15 Finsbury Circus, London EC2M 7EB.

Shareholders should be aware that while current COVID-19 restrictions remain in place, it is not intended that shareholders will be permitted to attend the AGM in person. However, the AGM will be broadcast via the internet, and will include a presentation to answer questions relevant to the business of the AGM and submitted by shareholders ahead of the meeting. Access to the invitation to the AGM can be obtained by email to sreely@savills.com.

The arrangements for our AGM reflect the Board's desire to keep our shareholders informed about the Company and would encourage you to access the AGM through the invitation referred to above.

The business of the AGM will be to consider and, if thought fit, approve the following resolutions of which Resolutions 1 to 16 (inclusive) will be proposed as Ordinary Resolutions and Resolutions 17 to 20 (inclusive) as Special Resolutions:

• 1. THAT the Annual Report and Accounts for the financial year ended 31 December 2020, the Directors' Reports and the Auditors' Report on the Annual Report and Accounts be received.
• 1. THAT the Directors' Remuneration Report contained within the Annual Report and Accounts for the financial year ended 31 December 2020 be approved.
• 1. THAT a final dividend of 17.0p per ordinary share be declared on the ordinary share capital of the Company for the year ended 31 December 2020 and, if approved, paid on 18 May 2021.
• 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 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-elected as a Director.
• 1. THAT Philip Lee be re-appointed as a Director.
• 1. THAT Richard Orders be re-appointed as a Director.
• 1. THAT Ernst & Young LLP be 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 Savills plc Performance Share Plan, the principal features of which are summarised in Appendix 2 of this document, be extended for a further period of ten years.
• 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 £2,384,528 comprising:
  2. (a) an aggregate nominal amount of £1,192,264 (whether in connection with the same offer or issue as under (b) below or otherwise); and
  3. (b) an aggregate nominal amount of £1,192,264 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 11 August 2022 or, if earlier, at the conclusion of the AGM of the Company to be held in 2022, 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 16 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 £178,839.

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 16 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 17, 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 16 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 £178,839; and

(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 16 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 14,307,170 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 11 August 2022 or, if earlier, at the conclusion of the AGM of the Company to be held in 2022, 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 2021

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 or her proxy to exercise all or any of his or her rights on his or her 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. However, as further explained below, the Company intends to refuse entry to anyone attempting to attend the Meeting in person and it is expected that attendance in person at the Meeting will be restricted to satisfy the requirements of a quorum. It is therefore recommended that you appoint the Chairman of the Meeting as your proxy in order that your vote may be counted.

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 or her proxy to exercise all or any of his or her 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 or her. 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 or her 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. However, shareholders should note that whilst COVID-19 restrictions on social gatherings remain in place it will not be possible for shareholders or their proxies to attend the meeting in person, save for those shareholders permitted by the Chairman of the Meeting to establish a quorum.

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 12 May 2021 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 or 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 10 May 2021 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 or 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 proposes to refuse entry to members who do attempt to attend the Meeting in person to comply with UK Government guidance, the Company is requesting that members submit by no later than 10 May 2021 any questions they have relevant to the business of the Meeting to agmquestions@savills.com. Answers to relevant questions will be given at the AGM.

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 or 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) Documents on display

Subject to UK Government guidance, copies of the Executive Directors' service contracts, letters of appointment of Non-Executive Directors and the Rules of the Savills plc Performance Share Plan may be inspected during normal business hours (Saturdays, Sundays and public holidays excepted), at an agreed time, at Savills City Office, Finsbury Circus House, 15 Finsbury Circus, London EC2M 7EB. Please email sreely@savills.com to book an appointment to view these documents.

(viii)Total number of shares and voting rights

As at 11 March 2021, the Company's issued share capital consists of 143,071,695 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 11 March 2021 are 143,071,695.

(ix) 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.

(x) 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 African Logistical Properties and Chairman and founder of The Kilfinan Group, which provides mentoring by Chairmen and CEOs to heads of charities. Nicholas is also a Non-Executive Director of Wendel Group.

Committee Membership

Remuneration and Nomination & Governance Committees.

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

Mark is a Fellow of the Royal Institution of Chartered Surveyors. 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, Mark was appointed as Group Chief Executive Officer.

Other appointments

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

Committee Membership

Nomination & Governance Committee.

Contributions and reasons for re-election

Mark Ridley 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 Officer, 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.

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.

Tim Freshwater

Independent Non-Executive 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.

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

Stacey Cartwright

Independent Non-Executive Director, Senior Independent 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 and the Senior Independent Non-Executive Director of the English Football Association from 2018 to 2020. She qualified as a Chartered Accountant with Price Waterhouse.

Other appointments

Non-Executive Director of AerCap Holdings N.V, Genpact Ltd and Majid al Futtaim (MAF) LEC. She is also the Chair of MAF Lifestyle Advisory Committee and OVO Energy plc.

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. She has continued to lead the work of the Audit Committee, maintaining close dialogue with the internal and external auditors and the financial controllers across the Group's Principal Businesses throughout the year.

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.

Non-Executive Director of Auchan Retail International.

Committee Membership

Audit 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

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.

Philip Lee

Independent Non-Executive Director.

Appointment to the Board

Philip was appointed to the Board as a Non-Executive Director on 1 January 2021.

Background and relevant experience

Philip is currently Vice Chairman of Global Banking, South East Asia, HSBC Bank and is a member of the Global Banking Vice Chairman and Banking Leadership Forums. He is also an independent board director of Heliconia Capital Management, an investment firm owned by Temasek focused on growth oriented Singapore companies, and is Chairman of the Singapore Government's Health Promotion Board. Philip was previously with Deutsche Bank (2013-2018) as Vice Chairman of South East Asia and Chief Country Officer for the Bank in Singapore. Prior to 2013, Philip was with JP Morgan (1995-2013), where he was CEO South East Asia Investment Banking and Senior Country Officer, Singapore, after having worked in senior positions for various other banks in the region before then. Since 2006, he has also held roles on various advisory bodies and statutory boards established by the Singapore government.

Other appointments

None

Committee Membership

Audit and Nomination & Governance Committees.

Contributions and reasons for re-appointment

Philip Lee's extensive experience, in particular of the Asia Pacific market, over many years will support the Group's strategy to deliver value as a leading real estate adviser to our clients in the world's key locations.

Appendix 1 Board of Directors continued

Richard Orders

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

Appointment to the Board

Richard was appointed to the Board as a Non-Executive Director on 1 January 2021.

Background and relevant experience

Richard Orders is currently a managing director at Moelis & Company a leading global independent investment bank, heading the Firm's Hong Kong office having founded its predecessor firm, Asia Pacific Advisors, in 2009. Prior to this, Richard was with ABN AMRO (1996-2008), latterly from 2004- 2008 as Vice Chairman and Head of Global Clients Asia, having previously been Executive Chairman and CEO of ABN AMRO Asia Corporate Finance. Previously, Richard held various roles in Barings Bank, which he joined in 1976, latterly as Head of Barings Investment Banking business in Asia, ex Australia and Japan (1994-1996) and Director of Barings Corporate Finance London (1996).

Other appointments

None

Committee Membership

Remuneration and Nomination & Governance Committees.

Contributions and reasons for re-appointment

Richard Orders's extensive experience, in particular of the Asia Pacific market, will support the Group's strategy to deliver value as a leading real estate adviser to our clients in the world's key locations.

Appendix 2 Summary of the principal terms of the Savills plc Performance Share Plan ('PSP')

Introduction

Awards made under the PSP ('Awards') are granted by the Remuneration Committee. Awards take the form of nil or nominal-cost options or conditional awards over ordinary shares in the Company ('Shares').

Eligibility

Awards under the PSP are made on a discretionary basis. All employees (including Executive Directors) of the Company and its subsidiaries may be granted Awards under the PSP, although currently it is intended that only Executive Directors and senior executives will continue to participate.

Grant of Awards

Awards may be made; (a) during the period of 42 days after the date on which the PSP is most recently approved by the shareholders of the Company; (b) during the period of 42 days after the announcement of the results of the Group for any period; or (c) at any time at which the Remuneration Committee considers that exceptional circumstances exist which justify the grant of Awards.

No Award may be granted more than ten years after the most recent shareholder approval of the PSP nor at any time when to do so would be prohibited by the Company's share dealing code.

No consideration is payable for the grant of an Award.

PSP Limits

No Award may be granted under the PSP on any date if, as a result, the aggregate number of Shares issued or issuable pursuant to Awards granted during the previous ten years under the PSP or any other employees' share scheme adopted by the Company would exceed ten per cent. of the issued ordinary share capital of the Company on that date.

Also, no Award may be granted under the PSP on any date if, as a result, the aggregate number of Shares issued or issuable pursuant to Awards granted during the previous ten years under the PSP or any other discretionary employees' share scheme (which excludes any Save As You Earn or Share Incentive Plan certified tax advantaged schemes) adopted by the Company would exceed five per cent. of the issued ordinary share capital of the Company on that date.

For the purposes of the limits set out above, references to Shares issued or issuable shall include:

• any treasury shares held by the Company for so long as the employee share plan guidelines published by the Investment Association provide for them to be treated as such; and
• any Shares issued to the trustee of an employee benefit trust established by the Company for the purposes of satisfying any right (for the avoidance of doubt, this does not include Shares bought on the market by the trustee of such an employee benefit trust, which do not count towards the above limits).

Individual Limit

Awards are intended to be made annually to Executive Directors and biennially to senior executives. Although Awards are not expected to be made at the maximum level, in any event no person may receive:

• (a) in the case of Awards that are made on a biennial basis (other than to an Executive Director), in any period of two financial years Awards over Shares with an average market value (calculated at the date of grant of the Award) of more than 200% of the individual's annual base salary; or
• (b) in the case of any other Award, in any single financial year Awards over Shares with a market value (calculated at the date of grant of the Award) of more than 200% of the individual's annual base salary in that financial year.

Vesting of Awards

Other than for certain participants who cease to work for the Group as a result of redundancy, ill-health, incapacity or similar reasons and in the event of a change of control of the Company or a demerger, where special provisions may apply, Shares are receivable only after the end of a performance period and to the extent that the performance conditions are met. Awards which have been granted as a conditional award of Shares will vest as soon as practicable after the end of the performance period. Awards which have been granted as options will become exercisable shortly after the end of the performance period and (unless the participant ceases to be employed by the Group or there is a change of control or demerger) will normally remain exercisable until the tenth anniversary of the date of grant.

No vesting can occur at any time when the Shares are not capable of transfer due to the provisions of the Company's share dealing code.

Performance Conditions

The vesting of Awards will be subject to the satisfaction of any performance conditions set by the Remuneration Committee. The performance period will (other than for certain participants who cease to work for the Group as a result of redundancy, ill-health, incapacity or similar reasons, and in the event of a change of control of the Company or a demerger) normally be a minimum period of at least three consecutive financial years starting with the financial year in which the Award is made.

The Remuneration Committee may adjust, upwards or downwards, the number of Shares which may be received at the end of the performance period if it considers that the outcome of the measurement of the performance conditions does not accurately reflect the underlying performance or financial health of the Company.

There will be no re-testing of performance conditions following the end of each performance period. An Award will lapse immediately to the extent it ceases to be capable of meeting its performance conditions.

A performance condition may be amended if an event occurs which causes the Remuneration Committee to consider that an amended performance condition would be a fair and reasonable measure of performance and would be no more or less difficult to satisfy.

Appendix 2 Summary of the principal terms of the Savills plc Performance Share Plan ('PSP') continued

Dividends

A participant shall have no entitlement to dividends or other distributions payable by reference to a record date preceding the date of vesting or exercise of an Award unless the Remuneration Committee in its discretion permits that on the vesting or exercise of an Award a participant shall receive additional shares calculated by reference to the dividends (if any) paid on a reinvested basis during the period between the grant of an Award and the vesting or exercise of the Award.

Cessation of employment with the Group

If a participant ceases to work for the Group before an Award vests, the Award will normally immediately lapse. However, if a participant ceases to work for the Group because of death, injury, ill-health, disability, redundancy (or any other reason which the Remuneration Committee in its discretion permits), the Award will normally continue and will vest on the normal vesting date to the extent that any performance conditions have been met by that date. Time pro-rating (i.e. reducing the number of Shares which may be received on the basis of the number of complete months in the performance period not served as at the date of cessation of employment) will apply to such Awards. The Remuneration Committee has the power to vary these provisions in particular circumstances, including to allow for earlier vesting or exercise.

If an Award has been granted as an option and a participant ceases to work for the Group after that option has become exercisable, he/ she shall be permitted to exercise his/ her option within the period of six months (twelve months in the case of the participant's death) following the end of the performance period or cessation of employment if this occurs after the end of the performance period (unless he/ she ceases to be an employee by reason of dishonesty, fraud, misconduct or any other circumstances justifying summary dismissal, in which case the option shall immediately lapse). The Remuneration Committee has the power to vary these provisions in particular circumstances, including to allow earlier vesting or exercise.

Change of control or demerger

Awards may vest early on a change of control of the Company, a scheme of arrangement or a voluntary winding up of the Company (other than an internal reorganisation where an opportunity to exchange Awards for equivalent Awards in the new holding company is offered), subject to any relevant performance conditions having been met at that time. Where such event occurs before the end of the performance period, the number of Shares receivable will normally be reduced pro-rata on a time apportionment basis by reference to the number of complete months that have elapsed from the relevant date of grant to the date on which such event occurs. The Remuneration Committee has discretion not to apply this reduction or to apply an alternative reduction or no performance condition in the event of a change of control.

Additionally, participants may have the opportunity to exchange their Awards for equivalent Awards in the new holding company.

The Remuneration Committee has the discretion to treat a demerger as an early vesting event for some or all participants on the same basis as a change of control, and/ or adjust the terms of Awards as they think appropriate.

Holding periods

Any Awards granted to the Executive Directors will normally not be permitted to vest or become exercisable until the fifth anniversary of the date of grant of that Award. The holding period shall end early on or shortly prior to the occurrence of a takeover or winding up of the Company or on such other date determined by the Remuneration Committee.

Malus and clawback

The Remuneration Committee retains a power to reduce the potential vesting of unvested awards (including to zero) (often referred to as 'malus') or to recoup the value of previously vested awards from an individual (often referred to as 'clawback'). The Remuneration Committee may apply this provision up to two years after the date of vesting (which may be extended in the case of an ongoing investigation).

The Committee may choose to exercise this power in the following circumstances:

• a material misstatement of results;
• serious misconduct by an individual;
• a factual error in calculating an award or vesting; or
• (malus only) any other exceptional developments which have an actual or potential material adverse effect on the value or reputation of the Group.

The Remuneration Committee may require the satisfaction of the clawback in a number of ways, including by way of a reduction in any other award or bonus, cancellation of Shares, and/ or a requirement to make a cash payment.

Adjustment of Awards

If there is a capitalisation or rights issue, a consolidation, a subdivision, a reduction or any other variation in the share capital of the Company, a demerger or special dividend, the Remuneration Committee may make the adjustments it considers appropriate to the number of Shares under Award and/ or the exercise price payable (if any).

Other Award terms

Awards are personal to participants, and, except on death, cannot be assigned, transferred or otherwise disposed of.

Awards are not pensionable.

Until an Award vests or is exercised, participants have no voting or other rights in relation to the Shares subject to those Awards.

The PSP is administered by the Remuneration Committee.

Appendix 2 Summary of the principal terms of the Savills plc Performance Share Plan ('PSP') continued

Amendments

Subject to the following paragraphs, the Remuneration Committee can amend the rules of the PSP at any time.

No amendment may be made to the material disadvantage of a participant without either his or her consent or the consent of participants entitled to a majority of Shares under outstanding Awards granted under the PSP.

The rules of the PSP also contain provisions requiring prior shareholder approval in certain circumstances. No amendment to the material advantage of current or future participants can be made without the prior approval of the shareholders of the Company by ordinary resolution.

Shareholder approval is not required if the amendment is minor to benefit the administration of the PSP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any member of the Group.

The Company also reserves the right to implement sub-plans without further shareholder approval for participants resident in particular jurisdictions in order to comply with or benefit from local provisions, including making cash awards, or cash settling awards, provided that the overall limits on participation set out above are not exceeded, and the other applicable requirements of the PSP govern such sub-plan.

Termination

The PSP may be terminated at any time by resolution of the Remuneration Committee or the Board and shall in any event terminate on the tenth anniversary of the date it was most recently approved by the shareholders of the Company so that no further Awards can be granted under the PSP after such termination. Termination shall not affect outstanding rights of existing participants.

Savills plc

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