Connect group

Connect Group PLC Notice of Annual General Meeting

Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH

on Thursday 31 January 2019 at 11.30am

This document is important and requires your immediate attention

If you are in any doubt as to any aspect of the contents of this document or as to the action you should take in relation to the Annual General Meeting, you should consult your stockbroker, bank manager, solicitor, accountant or other professional independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Connect Group PLC (the 'Company') you should pass this notice and other enclosures to the person through whom the sale or transfer was made for onward transmission to the purchaser or transferee.

Connect Group PLC

Company Number: 5195191

Registered in England and Wales

Registered Office: Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH

VAT Registration Number: 882348007

Connect Group PLC

Chairman's Letter

Dear Shareholder

2019 Annual General Meeting

I have pleasure in sending you the Notice of our Annual General Meeting ('AGM') for shareholders, which will be held at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH ('AGM Location') on Thursday 31 January 2019 at 11.30am. The formal Notice of Annual General Meeting is set out on pages 4 and 5 of this document.

The AGM is an important opportunity for all shareholders to express their views by raising questions and voting. If you are intending to come to the meeting, please detach the Attendance Card from the enclosed Proxy Form and bring it with you. I recommend that you arrive by 11.15am to enable the registration formalities to be carried out to ensure a prompt start at 11.30am.

If you would like to vote on the resolutions but cannot come to the AGM, please complete and sign the enclosed Proxy Form and return it to our Registrars as soon as possible. Alternatively, you can register your proxy vote electronically by logging on to www.sharevote.co.uk or, if you are a member of CREST, via Equiniti (ID RA19). The Registrars must receive your proxy appointment by 11.30am on Tuesday 29 January 2019. Further details about proxy appointments can be found in the Notes for Shareholders on pages 9 and 10.

Notice of Annual General Meeting 2019

Explanatory Notes to the Proposed Resolutions

Explanatory notes to the proposed resolutions are set out on pages 6 to 8 of this document.

Notes for Shareholders

Explanatory notes as to the proxy, voting and attendance procedures at the AGM together with other important information are set out on pages 9 to 10 of this document.

Website

Our corporate website www.connectgroupplc.com is the principal means of communicating with shareholders. The site provides a wide range of information about the Company including annual reports, regulatory news releases, share price data, financial calendar and a Shareholder Centre containing AGM and other useful shareholder information.

Notice of publication of Annual Report

Notice is hereby given that the Connect Group PLC Annual Report and Accounts 2018 has been published on the Company's website www.connectgroupplc.com. It can be accessed by going to the Company's home page and then clicking on the Investors section of the website. If you have elected to receive shareholder correspondence in hard copy, the Annual Report will accompany this Notice of Meeting. Should you wish to change your election at any time, or if you wish to request a hard copy of the Annual Report, you can do so by contacting our Registrars, Equiniti, on 0371 384 2771* or from outside the UK +44 (0) 121 415 7565.

Recommendation

The Board considers the resolutions detailed in this Notice of Meeting will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 1,035,819 shares representing approximately 0.42% of the existing issued ordinary share capital of the Company.

Yours faithfully

Gary Kennedy
Chairman

Lines are open from 8.30am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales.

Connect Group PLC

Notice of Annual General Meeting

Notice is hereby given that the 2019 Annual General Meeting of Connect Group PLC will be held at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH on Thursday 31 January 2019 at 11.30am for the following purposes:

Ordinary resolutions

Report and accounts

Resolution 1: to receive the accounts and reports of the directors and auditor for the year ended 31 August 2018.

Remuneration report

Resolution 2: to approve the directors' remuneration report for the year ended 31 August 2018.

Election and Re-election of directors

Resolution 3: to elect Jos Opdeweegh as a director of the Company.

Resolution 4: to elect Michael Holt as a director of the Company.

Resolution 5: to elect Tony Grace as a director of the Company.

Resolution 6: to re-elect Gary Kennedy as a director of the Company.

Resolution 7: to re-elect Jonathan Bunting as a director of the Company.

Resolution 8: to re-elect Denise Collis as a director of the Company.

Resolution 9: to re-elect Mark Whiteling as a director of the Company.

Re-appointment of auditor

Resolution 10: to re-appoint Deloitte LLP as auditor until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.

Remuneration of auditor

Resolution 11: to authorise the Audit Committee of the Board to determine the remuneration of the auditor on behalf of the Board.

Authority to make political donations

Resolution 12: to resolve that, in accordance with Section 366 and 367 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect be and are hereby authorised to:

(a) make political donations to political parties or independent election candidates not exceeding £50,000 in total;

(b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and

during the period from the date of passing this resolution up to and including the conclusion of the next Annual General Meeting or, if earlier, 29 February 2020.

For the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in Sections 363 to 365 of the Companies Act 2006.

Authority to allot shares

Resolution 13: to resolve that:

(a) the directors be authorised to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company:

(i) in accordance with Article 7 of the Company's Articles of Association, up to a maximum nominal amount of £4,127,653 (such amount to be reduced by the nominal amount of any equity securities (as defined in Article 8 of the Company's Articles of Association) allotted under paragraph (ii) below in excess of £4,127,653; and

(ii) comprising equity securities (as defined in Article 8 of the Company's Articles of Association), up to a maximum nominal amount of £8,255,306 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in Article 8 of the Company's Articles of Association);

(b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 29 February 2020 (save that the Company shall be entitled under such authority, pursuant to Section 551(7) of the Companies Act 2006, to make any offer or agreement prior to expiry of such authority which would or might require shares to be allotted or rights to be granted on or after such expiry); and

(c) all previous unutilised authorities under Section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to Section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

Special resolutions

Partial disapplication of statutory pre-emption rights

Resolution 14: to resolve that if resolution 13 is passed, the Board be authorised to allot equity securities (as defined in Article 8 of the Company's Articles of Association) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:

(a) allotments for rights issues and other pre-emptive issues; and

(b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £619,148,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 29 February 2020) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Notice of Annual General Meeting 2019

Authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

Resolution 15: to resolve that if resolution 13 is passed, the Board be authorised in addition to any authority granted under resolution 14 to allot equity securities (as defined in Article 8 of the Company's Articles of Association) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £619,418; 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 Board of the Company determines 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,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 29 February 2020 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Market purchases of ordinary shares

Resolution 16: to resolve that, pursuant to Section 701 of the Companies Act 2006, the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of any of its own ordinary shares in such manner and on such terms as the directors may from time to time determine provided that:

(a) the maximum aggregate number of ordinary shares authorised to be purchased is 24,765,920;
(b) the minimum price which may be paid for each ordinary share is 5p (exclusive of all expenses);
(c) the maximum price which may be paid for each ordinary share is an amount (exclusive of all expenses) equal to the higher of:

(i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the capital of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
(ii) the price stipulated by the Regulatory Technical Standards pursuant to the Article 5(6) of the EU Market Abuse Regulation;

(d) the authority shall, unless previously varied, revoked or renewed, expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 29 February 2020, save that the Company shall be entitled under such authority to make at any time before such expiry any contract or contracts to purchase its own shares which will or might be executed wholly or partly after such expiry and make a purchase of shares in pursuance of any such contract or contracts; and
(e) all existing authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not been executed.

Notice of General Meetings

Resolution 17: to resolve that a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution.

By order of the Board

Stuart Marriner

Company Secretary

28 November 2018

Registered Office:

Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH

(Registered in England and Wales.

Company No: 5195191)

Connect Group PLC

Explanatory Notes to the Proposed Resolutions

Resolution 1 – Report and accounts

The Board asks that shareholders receive the accounts and reports of the directors and auditor for the year ended 31 August 2018.

Resolution 2 – Directors’ remuneration

The directors’ remuneration report is set out in three sections: the shareholder letter from the Chair of the Remuneration Committee on pages 44 and 45 of the Annual Report, the directors’ remuneration policy report on pages 46 to 50 of the Annual Report and the annual report on remuneration, setting out the pay and benefits received by each of the directors for the year ended 31 August 2018, on pages 51 to 59 of the Annual Report.

The shareholder letter from the Chair of the Remuneration Committee and the annual report on remuneration is subject to an advisory shareholder vote and Resolution 2 is to approve the directors’ remuneration report.

Resolutions 3 to 9 – Election and Re-election of directors

It is the Board’s policy that all directors stand for election or re-election at the AGM, which accords with the UK Corporate Governance Code (notwithstanding that the Company, which is a ‘smaller company’ for the purposes of the Code, is not formally required to re-elect all directors on an annual basis).

Resolutions 3, 4 and 5 propose the election of Jozef Opdeweegh, Michael Holt and Tony Grace who were appointed by the Board since the last Annual General Meeting, and Resolutions 6 to 9 propose the re-election of those directors who have served throughout the year and retire from office at the conclusion of the AGM and, being eligible, offer themselves for election.

Biographical details of each of the directors are as follows:

Jozef (Jos) Opdeweegh joined the Board as Chief Executive Officer on 1 September 2018. Jos started his career in the financial services industry before moving onto various senior executive and board roles within the logistics and distribution industry, including President and Chief Executive Officer of Syncreon, Chairman and Chief Executive Officer of Americold Realty Trust and Americold Logistics and Caterpillar Logistics Services (now known as Neovia Logistics). In April 2016, Jos became the Chief Executive Officer of Premier Farnell PLC, a specialized high service distributor of technology products, until its sale to Avnet Inc in October of that year.

Michael Holt joined the Board as a non-executive director on 1 October 2018. Michael was Chief Operating Officer of Fedex Express, Europe until the end of September 2018 and held a number of other senior executive roles with FedEx Corporation since 2006. Prior to that, Michael held senior executive roles at a number of leading organisations including ANC Group, 20:20 Logistics, Findel Education and Borden Decorative Products (a division of Borden Inc).

Tony Grace joined the business on an interim basis in June 2018, replacing David Bauernfeind as Chief Financial Officer. Following a successful induction into the Group, Tony was subsequently appointed to the Board on 5 November 2018. Tony brings extensive and relevant financial and business transformation experience, most recently as Chief Financial Officer at Yodel Delivery Network and previously in senior finance and operational roles at Virgin Media and Telewest.

Gary Kennedy joined the Board as a non-executive director and Chairman designate on 2 March 2015 and became Chairman on 1 May 2015. He is Chair of the Nominations Committee and is a member of the Remuneration Committee. With effect from 21 March 2017, he was appointed interim Chair of the Audit Committee following the resignation of Colin Child as non-executive director and previous Chair of the committee, but resigned from that role on the appointment of Mark Whiteling on 1 September 2017. He was formerly Group Director of Finance and Enterprise Technology at Allied Irish Banks plc from May 1997 to December 2005, following executive positions at Nortel Networks and Deloitte. He has also previously been a non-executive director of Elan Corporation plc and Irish Bank Resolution Corporation Ltd, as well as having served on the Board of the Industrial Development Authority of Ireland for 10 years. He is Chairman of Greencore Group plc and Green REIT plc.

Jonathan Bunting joined the Board on 1 April 2010 and is Chief Operating Officer. Jonathan joined WH Smith News in 1994 as a graduate recruit. He rose through the organisation in a variety of sales and marketing managerial roles before being promoted to the executive management team in 2001. In April 2014, Jonathan became Managing Director of the Connect News & Media division. With effect from 1 September 2017, Jonathan assumed the role of Chief Operating Officer, with responsibility for operations across the Group.

Denise Collis joined the Board as a non-executive director on 1 December 2015. She is Chair of the Remuneration Committee and a member of the Audit and Nominations Committees. Denise was Chief People Officer at Bupa (British United Provident Association Limited), the global healthcare business, from May 2010 until December 2014. Prior to that, she was the Group HR Director for 3i Group plc and a partner at EY. She has also held senior HR roles at a number of other leading organisations including Standard Chartered Bank and HSBC. She is currently the senior independent non-executive director of SThree PLC as well as the Chair of its Remuneration Committee and a member of its Audit and Nominations Committee, Chair of the British Heart Foundation’s Remuneration Committee and a member of its Nominations Committee and Advisory Council, Vice Chair to the International Advisory Board to Leeds University Business School and a member of the Advisory Board to the University of Exeter Business School.

Notice of Annual General Meeting 2019

Mark Whiteling joined the Board as a non-executive director and Chair of the Audit Committee on 1 September 2017. He is currently the Chief Financial Officer and executive director on the Board of Interserve PLC and formerly was the Deputy CEO and former CFO of Premier Farnell plc (until June 2016), and has considerable senior international operational and finance experience with a number of diverse organisations including Autobar Group Limited, Communisis plc, Tibbett & Britten Group plc and Enodis plc. He was also a non-executive director of Future plc until December 2014 and Chairman of its Audit Committee. He is Senior Independent Director, Chair of Audit Committee and a member of the Nominations and Remuneration Committees at Hogg Robinson Group PLC.

The Chairman confirms that, following the recent performance evaluation of the Board and individual directors, all directors continue to make an effective and valuable contribution to the Board and demonstrate commitment to their roles. Mark Whiteling, the Senior Independent Director, has led a review of Gary Kennedy's contribution to the Board since his appointment and confirms that he has made an effective and valuable contribution.

Resolutions 10 and 11 – Re-appointment and remuneration of auditor

On the recommendation of the Audit Committee, the Board proposes that Deloitte LLP be re-appointed as auditor of the Company. Resolution 11 proposes that the Audit Committee be authorised to determine the auditor's remuneration.

Resolution 12 – Authority to make political donations

Part 14 of the Companies Act 2006 ('CA 2006'), amongst other things, prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Group of £5,000 or less in any 12 month period will not be caught.

Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the CA 2006 defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught.

Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the CA 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred.

As permitted under the CA 2006, the resolution extends not only to the Company but also covers all companies which are subsidiaries of the Company at any time the authority is in place. The resolution reflects the three categories covered by the rules and authorises the Company and its subsidiaries to:

(a) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
(b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
(c) incur political expenditure not exceeding £50,000 in total,

in the period from the date of passing this resolution up to and including the conclusion of the next Annual General Meeting or, if earlier, 29 February 2020.

As required by the CA 2006, the resolution is in general terms and does not purport to authorise particular donations.

Resolution 13 – Authority to allot shares

At the Annual General Meeting held on 23 January 2018, the shareholders authorised the directors, under Section 551 of the CA 2006 to allot shares in the Company or grant rights to subscribe for, or convert any securities into, shares in the Company. This authority is due to expire at the end of the AGM and it is proposed that it be renewed. Paragraph (a)(i) of Resolution 13 would allow the directors to allot shares up to a maximum nominal amount of £4,127,653, representing approximately one third of the Company's

issued share capital, calculated as at 28 November 2018 (being the latest practicable date prior to publication of this Notice). In accordance with the guidelines issued by The Investment Association, paragraph (a)(ii) of Resolution 13 would allow the directors to allot, including the shares referred to in paragraph (a)(i), further of the Company's shares in connection with a pre-emptive offer by way of a rights issue up to a maximum nominal amount of £8,255,306, representing approximately two thirds of the Company's issued share capital, calculated as at 28 November 2018 (being the latest practicable date prior to publication of this Notice).

The authority would expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 29 February 2020. The directors have no present intention of exercising this new authority, however, it is considered prudent to maintain the flexibility it provides.

As at the date of this Notice, the Company does not hold any shares in the capital of the Company in treasury.

Resolution 14 – Partial disapplication of statutory pre-emption rights

Also at the Annual General Meeting held on 23 January 2018, a special resolution was passed under Sections 570 and 573 of the CA 2006 empowering the directors to allot equity securities for cash without first being required to offer such shares to existing shareholders. This authority is due to expire at the end of the AGM and it is proposed that it be renewed.

If approved, this resolution would authorise the directors to issue shares up to a nominal amount of £8,255,306, representing two thirds of the Company's issued share capital as at 28 November 2018 (being the latest practicable date prior to publication of this Notice) in connection with a rights issue (subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the directors see fit) and otherwise to issue shares for cash up to a maximum nominal amount of £619,148, which is equal to approximately $5\%$ of the Company's issued ordinary share capital as at 28 November 2018 (being the latest practicable date prior to publication of this Notice).

Connect Group PLC

Explanatory Notes to the Proposed Resolutions continued

The authority would expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 29 February 2020.

The directors also confirm their intention to abide by the provisions of the Pre-emption Group's Statement of Principles for the disapplication of pre-emption rights (the 'Statement of Principles') regarding the cumulative usage of authorities within a three year period. The Statement of Principles provides that companies should not issue shares for cash representing more than 7.5 per cent of the Company's issued share capital in any rolling three-year period, other than to existing shareholders, save as permitted in connection with an acquisition or specified capital investment, without prior consultation with shareholders.

The directors have no present intention of exercising these authorities.

Resolution 15 – Authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

Resolution 15 is proposed as a separate special resolution in line with best practices guidance issued by the Pre-emption Group to grant the directors power to allot ordinary shares in connection with an acquisition or a specified capital investment as if the pre-emption restrictions in the Company's Articles did not apply.

Resolution 15 authorises the directors to allot further ordinary shares for cash up to a maximum nominal amount of £619,148, which is equal to approximately 5% of the Company's issued ordinary share capital as at 28 November 2018 (being the latest practicable date prior to publication of this Notice) without first offering those shares to existing shareholders (as required under the Company's Articles), only in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles) that is announced at the same time with the issue, or has taken place in the preceding six-month period, and is disclosed in the announcement of such issue.

These authorities will expire on 29 February 2020 or at the conclusion of the next Annual General Meeting, whichever is earlier.

The directors have no present intention of exercising these authorities.

Resolution 16 – Market purchases of ordinary shares

With the authority of shareholders in general meeting, the Company may purchase its own ordinary shares in the market subject to the provisions of the CA 2006. The directors will only exercise the authority when satisfied that it is in the best interests of the Company to do so and when it would result in an increase in earnings per share.

The proposed authority would be limited to purchases of up to 24,765,920 ordinary shares, representing approximately 10% of the issued ordinary shares in the Company as at 28 November 2018 (being the latest practicable date prior to publication of this Notice). This resolution specifies that the minimum price which may be paid for each ordinary share is 5p (exclusive of all expenses) and the maximum price which may be paid is the higher of an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased and the price stipulated by the Regulatory Technical Standards pursuant to the Article 5(6) of the EU Market Abuse Regulation (exclusive of all expenses). As at 28 November 2018, there were outstanding 12,871,529 options to subscribe for ordinary shares, representing 5.20% of the Company's issued ordinary share capital. If the Company's authority to purchase shares (existing and being sought) was exercised in full, the options would represent 6.49% of the Company's issued ordinary share capital.

Under Part 18, Chapter 6 of the CA 2006, the Company is allowed to hold its own shares in treasury following a buy back as an alternative to cancelling them. Shares held in treasury may be subsequently sold for cash, but all rights attaching to them, including voting rights and the right to receive dividends, are suspended while they are held in treasury. It is the Company's intention to cancel any shares it buys back rather than hold them in treasury.

The authority would expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 29 February 2020.

Resolution 17 – Notice of General Meetings

The minimum notice period required by the CA 2006 for general meetings of the Company is 21 days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days (AGMs must always be held on at least 21 clear days' notice).

At the Annual General Meeting held on 23 January 2018, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice, and it is proposed that this authority be renewed. The authority granted by Resolution 17, if passed, will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

In order to be able to call a general meeting on less than 21 clear days' notice, the Company must obtain the requisite shareholder approval and make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by Resolution 17 will be used where, taking into account the circumstances, including whether the business of the meeting is time-sensitive and whether the directors consider it appropriate in relation to the business of the meeting and in the interests of the Company and shareholders as a whole.

Notice of Annual General Meeting 2019

Notes for Shareholders

Shareholders are entitled to appoint one or more proxies (who need not be shareholders) to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting provided that if more than one proxy is appointed, each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. Your proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. Your proxy must vote as you instruct and must attend the meeting for your vote to be counted.
Shareholders should use the enclosed Proxy Form to make the appointment referred to in Note 1 above. Before completing the Proxy Form shareholders should read the guidance notes on the Form.
As an alternative to completing and returning the printed Proxy Form, you may submit your proxy appointment electronically by accessing the website www.sharevote.co.uk, where full details of the procedure are given. You will need to have your Proxy Form to hand when you log on as it contains information which will be required to validate your submission. For further information, see the guidance notes on the Proxy Form.
To be valid any Proxy Form and power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power or authority or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Equiniti or at the electronic address provided on the Proxy Form, in each case no later than 11.30am on 29 January 2019. Completion and return of a Proxy Form, or electronic proxy appointment, or any CREST Proxy Instruction (as described in Note 5) will not prevent you attending and voting at the meeting, if you wish. A member must inform the Company in writing of any termination of the authority of a proxy not less than six hours before the time of the AGM.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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 specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 Equiniti (CREST participant ID RA19) by 11.30am on 29 January 2019. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application 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 does not make available special procedures in CREST for any particular message. 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, to procure that his 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 system 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.
Any member with more than one shareholding registered in his/her name should, to the extent that such member has elected to receive copies of relevant documentation, receive only one copy of the Annual Report and one Proxy Form. The Proxy Form will be valid in respect of all his/her holdings. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact Equiniti on 0371 384 2771* or from outside the UK +44 (0) 121 415 7565.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the CA 2006 and the Articles of Association of the Company, the Company specifies that only those shareholders registered in the register of members of the Company as at 6.30pm on 29 January 2019 (or 6.30pm on the day that is two business days before any adjourned meeting) shall be entitled to attend (either in person or by proxy) and vote at the meeting in respect of the number of shares registered in their names at that time. Changes to the register of members after 6.30pm on 29 January 2019 (or 6.30pm on the day that is two business days before any adjourned meeting) shall be disregarded in determining the right of any person to attend and vote at the AGM.
Any person to whom this Notice is sent who is a person nominated under Section 146 of CA 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
In the absence of an agreement described in Note 11 above, the statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 to 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

Connect Group PLC

Notes for Shareholders continued

Nominated persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Copies of directors' service contracts and non-executive directors' letters of appointment with the Company and any of its subsidiaries are available for inspection at the registered office of the Company during normal business hours (except Saturdays, Sundays and public holidays) and at the AGM Location on 31 January 2019 from 11.00am until the conclusion of the AGM.
Under Section 527 of CA 2006 members meeting the threshold requirements set out in that section have the right to require the Company 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 AGM; 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 CA 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of CA 2006. Where the Company is required to place a statement on a website under Section 527 of the CA 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 AGM includes any statement that the Company has been required under Section 527 of CA 2006 to publish on a website.
As at 28 November 2018 (being the latest practicable date prior to publication of this Notice) the Company's issued share capital consists of 247,659,200 ordinary shares carrying one vote each. Therefore the total voting rights in the Company as at 28 November 2018 are 247,659,200.
You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.
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.
At the AGM, shareholders vote on each resolution by way of a poll rather than a show of hands, to ensure that the final result is more democratic as the proxy votes are added to the votes of the shareholders present, who vote on all their shares (rather than one vote per shareholder).
A copy of this Notice, and other information required by Section 311A of the CA 2006, can be found on the Company's website www.connectgroupplc.com.
Under Section 338 and Section 338A of CA 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 (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 authenticated by the person or persons making it, must be received by the Company not later than the date at which notice is given of the meeting, 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.
Lines are open from 8.30am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales.

Notice of Annual General Meeting 2019

AGM Information

Venue

The meeting will be held on Thursday 31 January 2019 at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH.

A map of the location of Rowan House, the venue for the AGM, is shown below.

Time

The meeting will start at 11.30am. Please arrive no later than 11.15am for registration.

Refreshments

Please note that coffee and tea will be served before the meeting.

Designed and produced by Emperor

emperor.works +44 (0)20 7729 9090

Connect Group PLC
Rowan House
Kembrey Park
Swindon
Wiltshire
SN2 8UH
United Kingdom
0845 128 8888

Connect group
connectgroupplc.com

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Smiths News PLC — Proxy Solicitation & Information Statement 2018

4854_agm-r_2018-12-10_48bcf3e9-55ac-4e03-8f1a-cd6bd1bfe691.pdf

Connect Group PLC Notice of Annual General Meeting

This document is important and requires your immediate attention

Connect Group PLC

Chairman's Letter

Dear Shareholder

2019 Annual General Meeting

Explanatory Notes to the Proposed Resolutions

Notes for Shareholders

Website

Notice of publication of Annual Report

Recommendation

Notice of Annual General Meeting

Ordinary resolutions

Report and accounts

Remuneration report

Election and Re-election of directors

Re-appointment of auditor

Remuneration of auditor

Authority to make political donations

Authority to allot shares

Special resolutions

Partial disapplication of statutory pre-emption rights

Authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

Market purchases of ordinary shares

Notice of General Meetings

Stuart Marriner

Explanatory Notes to the Proposed Resolutions

Resolution 1 – Report and accounts

Resolution 2 – Directors’ remuneration

Resolutions 3 to 9 – Election and Re-election of directors

Resolutions 10 and 11 – Re-appointment and remuneration of auditor

Resolution 12 – Authority to make political donations

Resolution 13 – Authority to allot shares

Resolution 14 – Partial disapplication of statutory pre-emption rights

Explanatory Notes to the Proposed Resolutions continued

Resolution 15 – Authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

Resolution 16 – Market purchases of ordinary shares

Resolution 17 – Notice of General Meetings

Notes for Shareholders

Notes for Shareholders continued

AGM Information

Venue

Time

Refreshments

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Smiths News PLC Proxy Solicitation & Information Statement 2018