Savills PLC — Proxy Solicitation & Information Statement 2018

Dec 31, 2018

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 accompanying 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 2019

Notice of Annual General Meeting of the Company to be held at 12 noon on Wednesday 8 May 2019 at 33 Margaret Street, London W1G 0JD, is set out at the end of this document.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed on the attached Form. The Form of Proxy must be received not less than 48 hours before the time of the holding of the Annual General Meeting.

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savills

1 April 2019

Dear Shareholder,

Annual General Meeting (the 'AGM')

This letter explains the resolutions to be proposed at the AGM of the Company to be held at 12 noon on Wednesday 8 May 2019 at 33 Margaret Street, London W1G 0JD. The Notice of the AGM is set out on pages 3 to 6 of this document.

Resolution 1 - Receipt of the 2018 Annual Report and Accounts

This resolution deals with the receipt of the audited accounts for the year ended 31 December 2018, together with the Auditor's 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 66 to 84 of the 2018 Annual Report and Accounts. The vote is advisory.

Resolutions 3 - Declaration of a final dividend

Subject to shareholder approval of the recommended final dividend at the AGM, a final dividend of 10.8p per ordinary share will be paid on 13 May 2019 to shareholders on the register of members as at the close of business on 12 April 2019, together with the supplemental interim dividend of 15.6p per ordinary share declared by the Board.

Resolutions 4 to 10 - 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 re-appointment. The Board is satisfied that each Director standing for re-election or re-appointment 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 2018 AGM, being Stacey Cartwright and Florence Tondu-Mélique effective from 1 October 2018 and they are now standing for re-appointment at this AGM. The Board has considered the experience that Stacey Cartwright and Florence Tondu-Mélique have brought to the Group and recommends their re-appointment.

Biographical details of the Directors seeking re-election and re-appointment are set out on pages 42 and 45 of the 2018 Annual Report and Accounts.

Resolutions 11 and 12 - 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 2020 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.

Resolutions 13 - 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 2018 AGM is due to expire at this year's AGM. Accordingly, Resolution 13 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 13 will, if passed, authorise the Directors to allot shares up to an aggregate nominal amount of £2,382,558, which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 13 March 2019.

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 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 2020 AGM of the Company or on 7 August 2020, whichever is the earlier.

Passing Resolution 13 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.

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Resolutions 14 and 15 – 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 2018 AGM are due to expire at this year's AGM. Accordingly, Resolutions 14 and 15 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 £357,383 (being just under 10% of the Company's issued ordinary share capital as at 13 March 2019). Resolution 14 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 14 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 15 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 14 and 15 will expire at the conclusion of the 2020 AGM of the Company or on 7 August 2020, 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 3 year period, in particular the requirement for suitable consultation undertaken in advance and an explanation given.

Resolution 16 – 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 13 March 2019, there were 2,043,404 options to subscribe for shares, representing approximately 1.43% 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 1.59% of the Company's issued ordinary share capital.

Resolution 17 – 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 17 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 2020 AGM, when it is intended that a similar resolution will be passed.

Action to be taken

You will find enclosed a Form of Proxy. If you expect to be unable to attend the AGM, you 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. Completion and return of the Form of Proxy will not prevent you from attending and speaking at the AGM and voting in person should you subsequently wish.

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

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NOTICE is hereby given that the Annual General Meeting (the 'AGM') of Savills plc (the 'Company') will be held at 12 noon on Wednesday 8 May 2019 at 33 Margaret Street, London W1G 0JD, to consider and, if thought fit, approve the following resolutions of which Resolutions 1 to 13 (inclusive) will be proposed as Ordinary Resolutions and Resolutions 14 to 17 (inclusive) as Special Resolutions:

1. THAT the Annual Report and Accounts for the financial year ended 31 December 2018, the Directors' Reports and the Auditor's Report on the Annual Report and Accounts be received.
2. THAT the Directors' Remuneration Report contained within the Annual Report and Accounts for the financial year ended 31 December 2018, be approved.
3. THAT a final dividend of 10.8p per ordinary share be declared on the ordinary share capital of the Company for the year ended 31 December 2018 and, if approved, paid on 13 May 2019.
4. THAT Nicholas Ferguson be re-elected as a Director.
5. THAT Mark Ridley be re-elected as a Director.
6. THAT Tim Freshwater be re-elected as a Director.
7. THAT Rupert Robson be re-elected as a Director.
8. THAT Simon Shaw be re-elected as a Director.
9. THAT Stacey Cartwright be re-appointed as a Director.
10. THAT Florence Tondu-Mélique be re-appointed as a Director.
11. 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.
12. THAT the Directors be authorised to set the remuneration of the Auditors.
13. 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 £2,382,558 comprising:
    (a) an aggregate nominal amount of £1,191,279 (whether in connection with the same offer or issue as under (b) below or otherwise); and
    (b) an aggregate nominal amount of £1,191,279 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 7 August 2020 or, if earlier, at the conclusion of the AGM of the Company to be held in 2020, 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 13 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:
   (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
   (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 £178,692.

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 13 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.

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1. That, in addition to any authority granted under Resolution 14, 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 13 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:

(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 £178,692; 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 13 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:

(a) purchases no more than 14,295,352 ordinary shares of 2.5p each in aggregate;

(b) pays not less than 2.5p (excluding expenses) per ordinary share of 2.5p each; and

(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 7 August 2020 or, if earlier, at the conclusion of the AGM of the Company to be held in 2020, 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
1 April 2019
Registered office:
33 Margaret Street
London W1G 0JD

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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 8.30a.m to 5.30p.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.

Appointing a proxy will not prevent a shareholder from attending in person, speaking and voting at the Meeting. If you appoint a proxy and attend the Meeting and vote in person, the proxy appointment will be superseded.

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 there levant 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 AGM to be held on 8 May 2019 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 an adjournment of the Meeting, 48 hours before the date of the adjourned meeting.

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Notes continued

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 6 May 2019 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

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.

(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 Auditor's 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 Auditor 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

Copies of the Executive Directors' service contracts and letters of appointment of Non-Executive Directors may be inspected during normal business hours (Saturdays, Sundays and public holidays excepted) from the date of this Notice of Meeting until the close of the Meeting at the registered office of the Company and at the place of the Meeting for at least 15 minutes prior to and during the Meeting.

(viii) Total number of shares and voting rights

As at 13 March 2019, the Company's issued share capital consists of 142,953,516 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 13 March 2019 are 142,953,516.

(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.