Daily Mail and General Trust plc - Home | DMGT/media/Files/D/DMGT/Proposed... · Notice of Class Meeting of Fully Participating Shareholders This document (including any documents

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own financialadvice immediately from your stockbroker, bank manager, accountant or other independent financial adviserauthorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or fromanother appropriately authorised independent financial adviser if you are taking advice in a territory outsidethe United Kingdom.

If you sell or have sold or otherwise transferred all of your DMGT Shares, please send this document andthe accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or otheragent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However,such documents should not be forwarded or transmitted in or into any jurisdiction in which such act wouldconstitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred onlypart of your holding of DMGT Shares, you should retain the documents and consult the stockbroker, bankor other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document, in whole or in part, directly or indirectly, in or intojurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions andtherefore persons into whose possession this document comes should inform themselves about, andobserve, any such restrictions. Failure to comply with any such restrictions may constitute a violation of thesecurities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companiesand persons involved in the Proposal disclaim any responsibility and liability for the violation of suchrestrictions by any person.

Daily Mail and General Trust plc

Proposed Distribution of Euromoney Shares, Special Dividend and RestrictedSpecial Dividend

and

Notice of Class Meeting of Fully Participating Shareholders

This document (including any documents incorporated into it by reference) should be read as awhole and in conjunction with the accompanying Form of Proxy.

Your attention is drawn to Part I (Letter from the Chairman of the Independent Committee) of thisdocument that contains a recommendation from the Independent Committee that you vote in favourof the Resolution set out in the notice convening the Class Meeting set out at Part VIII (Notice ofClass Meeting) of this document. The Class Meeting will be held at 2.30 p.m. on 26 March 2019 atJ.P. Morgan, 60 Victoria Embankment, London EC4Y 0JP.

Your attention is also drawn to Part III (Taxation) of this document. In particular, UK and US incometax payers should note the tax consequences of the Proposal.

This document and the accompanying Form of Proxy have been prepared to comply with the laws ofEngland and Wales, and information disclosed may not be the same as that which would have beenprepared in accordance with the laws of jurisdictions outside England and Wales. This document and theterms set out in this document are governed by the laws of England and Wales and are subject to thejurisdiction of the English courts.

Lazard & Co., Limited, which is authorised and regulated by the Financial Conduct Authority in the UnitedKingdom, is acting exclusively for the Independent Committee and for no one else in connection with theProposed Distributions and will not be responsible to anyone other than the Independent Committee forproviding the protections afforded to its clients or for providing advice in connection with the ProposedDistributions. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise)to any person who is not a client of Lazard & Co., Limited in connection with this document, any statementcontained herein, the Proposed Distributions or otherwise.

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenoveand which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in theUnited Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority), is acting asfinancial adviser exclusively to DMGT and no one else in connection with the Proposed Distributions andwill not regard any other person as its client in relation to the Proposed Distributions and shall not beresponsible to anyone other than DMGT for providing the protections afforded to clients of J.P. MorganCazenove, or for providing advice in connection with the Proposed Distributions or any matter referred toherein.

Credit Suisse International is authorised by the Prudential Regulation Authority and regulated by theFinancial Conduct Authority and the Prudential Regulation Authority. Credit Suisse is acting exclusively for

the Independent Committee and for no one else in connection with the Proposed Distributions and will notbe responsible to anyone other than the Independent Committee for providing the protections afforded to itsclients or for providing advice in connection with the Proposed Distributions. Neither Credit Suisse nor anyof its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse inconnection with this document, any statement contained herein, the Proposed Distributions or otherwise

INFORMATION FOR UNITED STATES AND OTHER OVERSEAS SHAREHOLDERS

The implications of the Proposal for, and the distribution of this document to, overseas DMGT Shareholdersmay be affected by the laws of the relevant jurisdictions in which such overseas DMGT Shareholders arelocated. Such overseas DMGT Shareholders should inform themselves about, and observe, all applicablelegal requirements.

It is the responsibility of any person into whose possession this document comes to satisfy themselves asto their full observance of the laws of the relevant jurisdiction in connection with the Proposal and thedistribution of this document, including the obtaining of any governmental, exchange control or otherconsents that may be required and/or compliance with other necessary formalities that are required to beobserved and the payment of any issue, transfer or other taxes due in such jurisdiction.

Overseas DMGT Shareholders should consult their own legal and tax advisers with respect to the legal andtax consequences of the Proposal in their particular circumstances.

The Euromoney Shares have not been and will not be registered under the US Securities Act or under thesecurities laws of any state or other jurisdiction of the United States and may not be resold within theUnited States, except pursuant to an applicable exemption from, or in a transaction not subject to, theregistration requirements of the US Securities Act and in compliance with any applicable securities laws ofany state or other jurisdiction of the United States. At the time of the Euromoney Distribution, theEuromoney Shares will not be listed on any securities exchange in the United States, and it is expectedthat Euromoney will rely on the exemption from registration under the US Securities Exchange Act,provided by Rule 12g3-2(b) thereunder.

NOTE ON FORWARD-LOOKING STATEMENTS

This document contains statements that are, or may be deemed to be, ‘‘forward-looking statements’’, whichare prospective in nature. All statements other than statements of historical fact are forward-lookingstatements. They are based on current expectations and projections about future events, and are thereforesubject to risks and uncertainties that could cause actual results to differ materially from the future resultsexpressed or implied by the forward-looking statements. Often, but not always, forward-looking statementscan be identified by the use of forward-looking words such as ‘‘plans’’, ‘‘expects’’, ‘‘is expected’’, ‘‘is subjectto’’, ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, ‘‘forecasts’’, ‘‘intends’’, ‘‘anticipates’’, ‘‘believes’’, ‘‘targets’’, ‘‘aims’’,‘‘projects’’ or words or terms of similar substance or the negative thereof, as well as variations of suchwords and phrases or statements that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘should’’, ‘‘would’’,‘‘might’’ or ‘‘will’’ be taken, occur or be achieved. Such statements are qualified in their entirety by theinherent risks and uncertainties surrounding future expectations. Forward-looking statements includestatements relating to (a) future capital expenditures, expenses, revenues, earnings, synergies, economicperformance, indebtedness, financial condition, dividend policy, losses and future prospects, (b) businessand management strategies and the expansion and growth of DMGT’s operations, and (c) the effects ofglobal economic conditions on DMGT’s business. Such forward-looking statements carry known andunknown risks and uncertainties that could significantly affect expected results and are based on certainkey assumptions. Many factors may cause the actual results, performance or achievements of DMGT to bematerially different from any future results, performance or achievements expressed or implied by theforward-looking statements.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and theDisclosure and Transparency Rules), DMGT is not under any obligation and DMGT expressly disclaims anyintention or obligation to update or revise any forward-looking statements, whether as a result of newinformation, future events or otherwise.

ROUNDING

Certain figures included in this document have been subject to rounding adjustments. Accordingly, figuresshown for the same category presented in different tables may vary slightly and figures shown as totals incertain tables may not be an arithmetic aggregation of the figures that precede them.

Date of publication: 5 March 2019

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CONTENTS

Page

Part I Letter from the Chairman of the Independent Committee 7

Part II Further information on the Proposal 12

Part III Taxation 26

Part IV Additional information 33

Part V Financial information 35

Part VI Pro forma financial information 37

Part VII Definitions 38

Part VIII Notice of Class Meeting 42

If you have any questions about this document, the Class Meeting or on the completionand return of the Form of Proxy, please call the Shareholder Helpline on 0333 207 6536(from within the UK) or on +44 121 415 0286 (if calling from outside the UK). Lines areopen from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding publicholidays in England and Wales). Calls to the Shareholder Helpline from outside the UKwill be charged at the applicable international rate. Different charges may apply to callsfrom mobile telephones and calls may be recorded and randomly monitored for securityand training purposes. Please note that the Shareholder Helpline operators cannotprovide advice on the merits of the Proposal nor give financial, tax, investment or legaladvice.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Expected time/date1

Issue of this document 5 March 2019

Latest time for receipt by DMGT’s Registrar of the Form of Proxy,electronic proxy voting and/or CREST proxy appointmentinstructions for the Class Meeting

2.30 p.m. on 22 March 2019

Voting Record Time 6.30 p.m. on 22 March 20192

Class Meeting of Fully Participating Shareholders 2.30 p.m. on 26 March 2019

Last time and date for trading in A Shares underISIN GB0009457366

4.30 p.m. on 29 March 2019

Conversion Record Time and ISIN GB0009457366 disabled forsettlement

6.00 p.m. on 29 March 2019

Conversion Effective Time and trading commences in A Sharesunder ISIN GB00BJQZC279

8.00 a.m. on 1 April 2019

DMGT register updated in respect of certificated accounts andB Shares issued in CREST

8.00 a.m. on 1 April 2019

Distribution Record Time 6.00 p.m. on 1 April 2019

Euromoney register updated in respect of certificated accounts andEuromoney Shares issued in CREST

8.00 a.m. on 2 April 2019

Despatch of share certificates in respect of A Shares underISIN GB00BJQZC279

15 April 2019

Despatch of share certificates in respect of Euromoney Shares 15 April 2019

Payment date for Special Dividend and Restricted Special Dividend 15 April 2019

1 All times shown in this document are references to London time unless otherwise stated. The times and dates given in thistimetable and throughout this document are indicative only and are based on DMGT’s current expectations and may be subjectto change. If any of the times and/or dates change, the revised times and/or dates will be notified to DMGT Shareholders byannouncement through an RIS.

2 If the Class Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date that is twobusiness days before the date set for the adjourned meeting.

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ACTIONS TO BE TAKEN

Detailed instructions on the actions to be taken by Fully Participating Shareholders are setout below.

Voting at the Class Meeting

Certain aspects of the Proposal require approval at the Class Meeting to be held at 2.30 p.m. on26 March 2019 at J.P. Morgan, 60 Victoria Embankment, London EC4Y 0JP.

The approval required at the Class Meeting is that those voting to approve the Proposal mustrepresent 75 per cent. or more in value of all A Shares voted by those Fully ParticipatingShareholders present and voting, either in person or by proxy.

Please check you have received a Form of Proxy for use in respect of the Class Meeting with thisdocument.

Whether or not you plan to attend the Class Meeting in person, you are stronglyencouraged to complete, sign and return your Form of Proxy, or to appoint a proxyelectronically, as referred to below, as soon as possible and, in any event, so as to bereceived by DMGT’s Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing,West Sussex BN99 6DA by 2.30 p.m. on 22 March 2019, or, in the case of an adjournedmeeting, not less than 48 hours (excluding any part of a day that is not a working day)before the time and date set for the adjourned meeting. This will enable your votes to becounted at the Class Meeting if you are absent.

The completion and return of a Form of Proxy will not prevent you from attending and voting inperson at the Class Meeting or any adjournment thereof, if you so wish.

Multiple proxy voting instructions

Eligible Fully Participating Shareholders who hold A Shares in certificated form are entitled toappoint a proxy to exercise all or any of their rights to attend and to speak and vote on theirbehalf at the Class Meeting in respect of some or all of their A Shares and may appoint more thanone proxy. A space has been included on the Form of Proxy to allow certificated Fully ParticipatingShareholders to specify the number of A Shares in respect of which any such proxy is appointed.

If you wish to appoint more than one proxy in respect of your shareholding, please call theShareholder Helpline, the information for which is set out on page 3, for further Forms of Proxy, orphotocopy the Form of Proxy as required.

Electronic appointment of proxies

Fully Participating Shareholders holding A Shares in certificated form

Fully Participating Shareholders entitled to attend and vote at the Class Meeting may appoint aproxy electronically by logging on to the website of Equiniti at www.sharevote.co.uk and enteringthe voting ID, task ID and shareholder reference number shown on their Form of Proxy. Full detailsof the procedure to be followed to appoint a proxy electronically are given on the website. Furtherinformation is also included in the instructions on the Form of Proxy.

The appointment of a proxy or proxies electronically does not stop a Fully Participating Shareholderfrom attending and voting in person at the Class Meeting or any adjournment thereof.

Fully Participating Shareholders holding A Shares in uncertificated form

Fully Participating Shareholders who hold A Shares in uncertificated form (i.e., in CREST) and whowish to appoint a proxy or proxies for the Class Meeting or any adjournment(s) by using theCREST electronic proxy appointment service may do so by following the procedures described inthe CREST Manual. CREST personal members or other CREST sponsored members, and thoseCREST members who have appointed a voting service provider(s), should refer to their CRESTsponsor or voting service provider(s), who will be able to take the appropriate action on theirbehalf.

For a proxy appointment or instruction made using CREST to be valid, the CREST ProxyInstruction must be properly authenticated in accordance with Euroclear’s specifications and mustcontain the information required for such instructions, as described in the CREST Manual. Themessage, regardless of whether it constitutes the appointment of a proxy or an amendment to theinstructions given to a previously appointed proxy, must, to be valid, be transmitted so as to be

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received by Equiniti Limited (ID RA19) by no later than 2.30 p.m. on 22 March 2019 or, in thecase of an adjourned meeting, not less than 48 hours (excluding any part of a day that is not aworking day) before the time and date set for the adjourned meeting. For this purpose, the time ofreceipt will be taken to be the time (as determined by the time stamp applied to the message bythe CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry toCREST in the manner prescribed by CREST. After this time, any change of instructions to proxiesappointed through CREST should be sent to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s),should note that Euroclear does not make available special procedures in CREST for any particularmessage. Normal system timings and limitations will therefore apply in relation to the input ofCREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, ifthe CREST member is a CREST personal member or sponsored member or has appointed (a)voting service provider(s), 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 theCREST system by any particular time. In this connection, CREST members and, where applicable,their CREST sponsor or voting service provider(s) are referred, in particular, to those sections ofthe CREST Manual concerning practical limitations of the CREST system and timings.

DMGT may treat as invalid a CREST Proxy Instruction in the circumstances set out in the CRESTRegulations.

The appointment of a proxy or proxies through CREST shall not stop a Fully ParticipatingShareholder from attending and voting in person at the Class Meeting or any adjournment thereof.

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Part I

Letter from the Chairman of the Independent Committee

Registered office:Daily Mail and General Trust plcNorthcliffe House2 Derry StreetKensingtonLondonW8 5TT

Registered in England and Wales with number 00184594

5 March 2019

To all A Shareholders and, for information only, to the Ordinary Shareholders and to persons withinformation rights

Dear Shareholder,

Proposed Distributions

Summary of Proposal

Consistent with the Group’s stated strategy, the DMGT Board has announced ProposedDistributions to return all of DMGT’s Shares in Euromoney (the ‘‘Euromoney Distribution’’)together with £200 million of cash (the ‘‘Cash Distribution’’) to certain holders of DMGT’sA Shares. This follows a review by the DMGT Board that concluded that the Group’s capital andcash resources are in excess of its current requirements and that a significant distribution toshareholders is appropriate. The number of A Shares in the capital of the Company will bereduced as part of the implementation of the Proposed Distributions.

Since Rothermere Continuation Limited (‘‘RCL’’) and Rothermere Investments Limited (‘‘RIL’’) existprimarily to hold the Rothermere family’s interests in DMGT, the A Share holdings of theRothermere Affiliated Shareholders will not participate in the Euromoney Distribution and they willlimit their receipt of the Cash Distribution. The Ordinary Shares will not participate in any of theProposed Distributions.

The terms of the Euromoney Distribution are such that Fully Participating Shareholders will benefitfrom a 14.5 per cent. discount to the 30 day volume-weighted average market value of theEuromoney Shares relative to the 30 day volume-weighted average market value of the A Shares(as quantified using Mid-Market Prices of Euromoney Shares and A Shares up until the close ofbusiness on 1 March 2019).

The number of A Shares held by each A Shareholder will be reduced by an amountcommensurate in value to the Proposed Distributions received by that A Shareholder, after takingaccount of the benefit of the discount on the Euromoney Distribution, resulting in a reduction in thenumber of A Shares in issue.

As the Proposal does not result in all Shareholders receiving the same distribution, the DMGTBoard has established an Independent Committee to assess the fairness of the ProposedDistributions to the Fully Participating Shareholders. I am writing to you, as Chairman of theIndependent Committee, to explain the Proposed Distributions and why the Independent Committeerecommends that Fully Participating Shareholders vote in favour of the Resolution required toimplement the Proposal.

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The economics of the Proposed Distributions are that, in respect of the A Shares held as at theConversion Record Time3, being 6.00 p.m. on 29 March 2019:

Fully Participating Shareholders will receive for each A Share held: 0.19933 of aEuromoney Share and 68.12597p in cash, and there will be a reduction of 0.46409 of anA Share.4

Rothermere Affiliated Shareholders will receive for each A Share held: 25.53204p incash, and there will be a reduction of 0.03946 of an A Share.4

Currently, DMGT Shareholders hold interests in the Euromoney Shares indirectly via DMGT.Following the Proposed Distributions, Fully Participating Shareholders will hold Euromoney Sharesdirectly. This will allow Fully Participating Shareholders to determine individually the extent to whichthey wish to remain interested in Euromoney, a listed company that will be wholly independent ofDMGT. Furthermore, the performance of DMGT Shares in the future will be unaffected by theperformance of Euromoney, becoming largely dependent on the controlled, managed businesses ofDMGT.

Rothermere Affiliated Shareholders

Under the Proposed Distributions, the Rothermere Affiliated Shareholders will receive £17 million inaggregate in cash. This amount is 65 per cent. less than the amount they would have receivedhad they participated fully in the Cash Distribution alongside Fully Participating Shareholders and92 per cent. less than the value they would have received under the Proposed Distributions on afull participation basis (i.e. had they participated in both the Euromoney Distribution and fully in theCash Distribution).

The effect of the Rothermere Affiliated Shareholders receiving a smaller proportion of the ProposedDistributions than the Fully Participating Shareholders is that the Rothermere AffiliatedShareholders’ holdings of A Shares will be reduced by a smaller proportion than the FullyParticipating Shareholders’ following the settlement of the Proposed Distributions. This will result intheir proportionate interest in the total number of A Shares in issue following the ProposedDistributions increasing from 20 per cent. of the issued A Shares5 before the ProposedDistributions to 30 per cent. after the Proposed Distributions; and their combined shareholding ofA Shares and Ordinary Shares increasing from 24 per cent. of the issued A Shares6 and OrdinaryShares before the Proposed Distributions to 36 per cent. after the Proposed Distributions. As aresult of the discount on the Euromoney Shares being distributed to the Fully ParticipatingShareholders, the resulting increase in the Rothermere Affiliated Shareholders’ stake in A Shares5

is 2.6 percentage points less than it would have been without such discount. As such, the Proposalwill result in an increased alignment of the economic and voting interests in DMGT for theRothermere Affiliated Shareholders, including RCL which controls the voting rights attaching to allof the Ordinary Shares. The Ordinary Shares, which carry all the voting rights in the Company, willbe unaffected by the Proposed Distributions.

Background to the Proposal

Until December 2016, DMGT held two very significant stakes in publicly listed companies: (i) ac.67 per cent. stake in Euromoney and (ii) a c.31 per cent. stake in ZPG plc (‘‘ZPG’’). These twoholdings represented approximately half of the total equity value of DMGT and whilst DMGT hadboard representation at both companies, it did not have direct management control. For the lasttwo years, the DMGT Board has had a clear strategy of increasing the focus of the DMGT portfolioto allow it to concentrate on DMGT’s wholly owned businesses.

In the first instance, DMGT reduced its stake in Euromoney from c.67 per cent. to c.49 per cent.via a share placing (and associated share buy-back by Euromoney) of an 18 per cent. share ofEuromoney in the market in December 2016, realising proceeds of £317 million. In 2018, DMGTagreed to accept an offer at a 38 per cent. premium from Silver Lake for ZPG, which enabled

3 For details of the potential implications of trading in A Shares on or around the Conversion Record Time, please refer to Part II(Further information on the Prosposal) of this document.

4 Due to the legal and settlement mechanics by which the Proposed Distributions are delivered to Fully ParticipatingShareholders and the Rothermere Affiliated Shareholders (including the rounding of fractional entitlements), the examplescannot be accurately extrapolated for larger holdings of A Shares. They are included here simply as an approximate guide tothe economic impacts of the Proposed Distributions. For full details of the relevant roundings, rates and calculations, pleaserefer to paragraphs 5 and 6 of Part II (Further Information on the Proposal) of this document.

5 Excluding A Shares held by the Company in treasury.

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DMGT to dispose of its stake in ZPG for £642 million in cash. The DMGT Board has nowdetermined that DMGT should dispose of its remaining stake in Euromoney.

The DMGT Board considers that its capital and cash resources are in excess of its currentrequirements and that a substantial distribution amounting to approximately £896 million comprising£696 million of Euromoney Shares (as quantified using the Mid-Market Price of Euromoney Sharesat the close of business on 1 March 2019) and £200 million of cash is in the best interests ofshareholders.

The DMGT Board has determined that returning £200 million of cash to DMGT Shareholders toimprove the efficiency of DMGT’s balance sheet is compatible with being able to operate within itslong-standing stated practice of limiting gearing to a preferred upper limit of a 2.0x netdebt:EBITDA (adjusted earnings before interest, tax, depreciation and amortisation) ratio whilstallowing DMGT Shareholders to put the surplus capital and cash to use elsewhere.

Other considerations

The DMGT Board has considered its wider stakeholder obligations and will make available£117 million from the Group’s cash resources to the Group’s defined benefit pension schemes. Asat 31 March 2018, the pension schemes were approximately 96 per cent. funded on an ongoingfunding basis. Pension scheme asset and liability values are inherently volatile and fluctuate overtime meaning that deficits and surpluses may emerge at future valuation dates. In light of theforthcoming actuarial valuations as at 31 March 2019, the Chief Financial Officer is working withthe trustees of the pension schemes to finalise these arrangements.

The structure of the Proposal will improve key financial metrics including DMGT’s dividendcoverage ratio and earnings per share on a pro forma basis.

The Cash Distribution and the additional funding arrangements for the pension schemes will leaveDMGT in a net debt position. On a pro forma basis, treating these two cash outflows as effectiveat the start of the 2018 financial year, net debt would have been £88 million as at 30 September2018 and the net debt:EBITDA ratio would have been 0.4x. This level of gearing still gives DMGTthe strategic flexibility to continue to invest in and grow its core businesses.

At present, DMGT’s stake in Euromoney represents 30 per cent. of the total equity value ofDMGT6. The DMGT Board believes and has received feedback from DMGT Shareholders to theeffect that the value of DMGT is not fully optimised because the current holding structure, whereinvestors have an indirect holding in Euromoney via DMGT, results in a discount being applied tothe market price of the A Shares. The Proposed Distributions allow DMGT to resolve this whilealso simplifying the Group. Further, DMGT management will have more time to dedicate toDMGT’s wholly owned businesses.

Following the Proposed Distributions, Euromoney will become an entirely independent companywith 100 per cent. of its shares trading freely in the market. DMGT’s representatives on the boardof Euromoney, Kevin Beatty and Tim Collier, will resign from the board of Euromoney immediatelyafter the Proposed Distributions are made. There are no expected changes to the DMGT Board asa result of the Proposed Distributions. The Proposed Distributions will allow Euromoney’s Board todetermine its strategy without having to consider DMGT’s interests as a shareholder.

Designation of an Independent Committee

As not all A Shareholders will benefit from equivalent entitlements under the ProposedDistributions, the DMGT Board established an Independent Committee of independent non-executive directors to assess the fairness of the Proposed Distributions to the Fully ParticipatingShareholders. Its members are JP Rangaswami, Dominique Trempont and me as its chairman.

Further details and taxation

Further details regarding the Proposed Distributions and associated implementation steps are setout in Part II (Further information on the Proposal). A general description of the UK and US taxconsequences of the Proposal are set out in Part III (Taxation). The Independent Committeeadvises all shareholders to carefully read this document in full for further information onthe legal and tax implications of the Proposal and to consult their own professional

6 Based on the Mid-Market Price on 1 March 2019.

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advisers without delay if they are in any doubt as to their tax position, or are subject to taxin any jurisdiction other than the UK or the US.

Voting

The implementation of the Proposal requires four separate shareholder approvals. The firstapproval required is by the Ordinary Shareholders who have to approve the Euromoney Distributionand various matters required to effect the Proposed Distributions, including agreeing to vary theirrights so as not to participate in the Proposed Distributions. The second approval required is bythe requisite majority of the Rothermere Affiliated Shareholders who have to consent to thevariation of their rights as a result of their participation in the Proposed Distributions being limited.The third approval required is by the Fully Participating Shareholders who have to consent to thevariation of their rights as a result of receiving a greater proportion of the Proposed Distributionsand consequently a greater reduction of their holding of A Shares. Approval of the Resolution by75 per cent. or more in value of votes cast in person or by proxy by the Fully ParticipatingShareholders will be required for the Proposal to be implemented. A fourth approval is required bythe DMGT EBT Trustee as explained in Part II (Further information on the Proposal).

Yesterday the necessary resolutions of the Ordinary Shareholders were passed at a GeneralMeeting convened at short notice, with the resolution required to implement the Proposal beingconditional upon (among other things) the Fully Participating Shareholders passing the Resolution.The required majority of Rothermere Affiliated Shareholders also yesterday consented to thevariation of their rights. In accordance with normal practice, the DMGT employee benefit trust willnot participate in the Proposed Distributions and has consented to the variation of its rightsaccordingly.

The Proposed Distributions are subject to the DMGT Board and, so far as the Fully ParticipatingShareholders are concerned, the Independent Committee, continuing to believe that the Proposal isin the best interests of DMGT and the Fully Participating Shareholders.

Irrevocable Undertakings and Letters of Intent

DMGT has received written expressions of support to vote in favour of the Resolution, in respectof an aggregate of 105,378,843 A Shares held by Fully Participating Shareholders, equivalent to39% of the votes eligible to be cast at the Class Meeting.

Current Trading

On 24 January 2019, DMGT released its First Quarter Trading Update for the financial year ending30 September 2019. DMGT confirms that trading continues to be in line with the DMGT Board’sexpectations. If the Proposed Distributions are not approved, guidance for the current financial yearremains unchanged. If the Proposed Distributions become effective, the share of adjusted operatingprofits from joint ventures and associates would be expected to be around £15 million, rather thanat least £40 million. Based on the DMGT Board’s current expectations, all other guidance for thecurrent financial year remains unchanged.

Dividend Policy

If the Proposed Distributions become effective, DMGT will not be amending its current dividendpolicy on a per share basis and will aim to continue to grow the dividend in real terms and, in themedium term, to distribute around one-third of the Group’s adjusted earnings. As a result of theProposed Distributions and associated reduction in the number of A Shares, there will be areduction in the aggregate cost of dividends paid by DMGT, reflecting the 36 per cent. reduction inDMGT’s capital base (excluding treasury shares).

Actions to be taken

It is important that as many votes as possible are cast regarding the Proposed Distributionsto ensure a fair representation of the opinion of the Fully Participating Shareholders.Whether or not you plan to attend the Class Meeting in person, you are stronglyencouraged to sign and return your Form of Proxy, or to appoint a proxy electronically.

Further details of the Class Meeting are set out in Part II (Further information on the Proposal) ofthis document.

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Your attention is drawn to page 5 of this document (Actions to be Taken) which explains in detailthe action you should take in relation to the Class Meeting.

Recommendation of the Independent Committee

The Independent Committee, which has been so advised by Lazard and J.P. Morgan Cazenoveand Credit Suisse, considers the terms of the Proposed Distributions to be fair and reasonable sofar as Fully Participating Shareholders are concerned. In providing financial advice to theIndependent Committee, Lazard, J.P. Morgan Cazenove and Credit Suisse have relied on theIndependent Committee’s commercial assessment of the Proposed Distributions.

The Independent Committee believes that the Proposed Distributions are in the best interests ofthe Fully Participating Shareholders. Accordingly, the Independent Committee unanimouslyrecommends that the Fully Participating Shareholders vote in favour of the Resolution, as theyintend to do in respect of their own beneficial holdings of A Shares.

Yours sincerely,

Kevin Parry OBEChairman of the Independent Committee

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Part II

Further information on the Proposal

THE PROPOSAL

1. What is being proposed?

As discussed in Part I (Letter from the Chairman of the Independent Committee), the DMGT Boardhas announced the Proposal, pursuant to which the Proposed Distributions would be made to therelevant DMGT Shareholders.

Before the Proposed Distributions can be made, approximately 46.41 per cent. of the A Sharesheld by or on behalf of Fully Participating Shareholders would be converted into a new class ofB Shares and approximately 3.95 per cent. of the A Shares held by or on behalf of RothermereAffiliated Shareholders would be converted into a new class of C Shares. The EuromoneyDistribution and a Special Dividend of £183 million in aggregate in cash (being the portion of theCash Distribution payable to the Fully Participating Shareholders) would then be payable to FullyParticipating Shareholders in respect of the B Shares and a Restricted Special Dividend of£17 million in aggregate in cash (being the portion of the Cash Distribution payable to theRothermere Affiliated Shareholders) would be payable to Rothermere Affiliated Shareholders inrespect of the C Shares. Once the Proposed Distributions have been made, the B Shares andC Shares would be converted automatically into Deferred B Shares and Deferred C Sharesrespectively, before being transferred to the Company for no valuable consideration and cancelledshortly thereafter.

2. Why am I being sent this document?

The Proposal, including the Proposed Distributions, will not be implemented unless FullyParticipating Shareholders approve the Resolution at the Class Meeting. The Rothermere AffiliatedShareholders are not entitled to vote at the Class Meeting, which will be held at 2.30 p.m. on26 March 2019 at J.P. Morgan, 60 Victoria Embankment, London EC4Y 0JP. This documentcontains information to assist you in making your voting decision.

The notice convening the Class Meeting at which the necessary Resolution will be proposed is setout in Part VIII (Notice of Class Meeting) of this document.

3. What needs to happen before the Proposed Distributions can be made?

In order to exclude the Rothermere Affiliated Shareholders and the DMGT EBT Trustee from theEuromoney Distribution and the Special Dividend, the Company has resolved to separate theentitlement to the Euromoney Distribution and the Special Dividend from the rights attached to theA Shares and the Ordinary Shares by converting the Fully Participating A Shares into a new classof B Shares.

Similarly, in order to exclude the Fully Participating Shareholders and the DMGT EBT Trustee fromthe Restricted Special Dividend, the Company has resolved to separate the entitlement to theRestricted Special Dividend from the rights attached to the A Shares and the Ordinary Shares byconverting the Rothermere Affiliated A Shares into a new class of shares designated as C Shares.Separating the Restricted Special Dividend from the other elements of the Proposed Distributionswould enable the Company to pay a smaller proportion of the Proposed Distributions to theRothermere Affiliated Shareholders than they would have received on a full participation basis.

The remaining A Shares that are not converted into B Shares or C Shares would not bear the rightto participate in the Euromoney Distribution, the Special Dividend or the Restricted SpecialDividend, but (save as to voting rights) would otherwise continue to rank pari passu in all respectswith the Ordinary Shares.

4. Will all DMGT Shareholders receive the Proposed Distributions?

Shareholders will be aware that the A Shares and the Ordinary Shares confer the right toparticipate in dividends paid by the Company from time to time. If the Proposal is implemented, theCompany will make the Euromoney Distribution and to pay the Special Dividend to FullyParticipating Shareholders in respect of, and in proportion to their holdings of, B Shares. TheCompany will also pay the Restricted Special Dividend to Rothermere Affiliated Shareholders in

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respect of, and in proportion to their holdings of, C Shares. The Proposed Distributions will not bepayable on the remaining A Shares or on Ordinary Shares.

In accordance with normal practice, the DMGT employee benefit trust will not participate in theProposed Distributions and therefore none of the A Shares held by the DMGT EBT Trustee will beconverted into B Shares or C Shares. In addition, A Shares held as treasury shares will not beconverted into B Shares or C Shares.

PROPOSED DISTRIBUTIONS

5. What are Fully Participating Shareholders entitled to under the Proposed Distributions?

If the Proposal is implemented, a fixed number of the A Shares held by Fully ParticipatingShareholders registered in DMGT’s register of members at the Conversion Record Time will beconverted into, and re-designated as, B Shares so that Fully Participating Shareholders will holdA Shares and B Shares in the following proportion:

For every 100 A Shares held: 53.59079 A Shares; and

46.40921 B Shares.7

Following the Conversion, the Euromoney Distribution will be made, and the Special Dividend willbe paid, on B Shares held at the Distribution Record Time as follows:

For each B Share held: 0.42951 of a Euromoney Share; and

146.79407 pence in cash

Following the Euromoney Distribution, Fully Participating Shareholders will hold Euromoney Sharesdirectly. The number of Euromoney Shares each Fully Participating Shareholder will receive will bepro-rated to the number of B Shares they hold pursuant to the ratio set out above, except thatFully Participating Shareholders will not be entitled to receive any fractional interests in EuromoneyShares. Where necessary, interests in Euromoney Shares will be rounded down to the nearestwhole number and the Company will continue to be legally and beneficially entitled to the fractionalinterests. After the Proposed Distributions have been made, it is anticipated that the Company’sinterests in fractional interests in Euromoney Shares, together with any residual interest inEuromoney Shares, will be aggregated and sold in the market on the Company’s behalf as soonas reasonably practicable.

Once the Euromoney Distribution has been made and the Special Dividend has been paid, theB Shares will convert automatically into Deferred B Shares before being transferred to theCompany for no valuable consideration and cancelled.

6. What are the Rothermere Affiliated Shareholders entitled to under the ProposedDistributions?

If the Proposal is implemented, a fixed number of the A Shares held by Rothermere AffiliatedShareholders registered in DMGT’s register of members at the Conversion Record Time will beconverted into, and re-designated as, C Shares so that Rothermere Affiliated Shareholders will holdA Shares and C Shares in the following proportion:

For every 100 A Shares held: 96.05378 A Shares; and

3.94622 C Shares.8

Following the Conversion, the Restricted Special Dividend will be paid on C Shares held at theDistribution Record Time as follows:

For each C Share held: 647.00000 pence in cash

Once the Restricted Special Dividend has been paid, the C Shares will convert automatically intoDeferred C Shares before being transferred to the Company for no valuable consideration andcancelled.

7 The number of A Shares to which a Fully Participating Shareholder is entitled pursuant to the Conversion will be rounded up tothe nearest whole number and the corresponding number of B Shares will be rounded down to the nearest whole number.

8 The number of A Shares to which a Rothermere Affiliated Shareholder is entitled pursuant to the Conversion will be rounded upto the nearest whole number and the corresponding number of C Shares will be rounded down to the nearest whole number.

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B SHARES

7. What rights are attached to B Shares?

The B Shares confer the right to participate in the Euromoney Distribution and the SpecialDividend. The B Shares do not confer any right to vote at or attend general meetings of theCompany or to participate in any other dividend paid or other return of capital (including in respectof the A Shares or the Ordinary Shares from time to time). The full set of rights and restrictionsthat will apply to the B Shares are set out in the New DMGT Articles, which the Company resolvedto adopt on the condition that (among other things) the Resolution is approved at the ClassMeeting.

8. How many B Shares will I receive for each A Share I hold?

For illustrative purposes, examples of the number of B Shares that would be created from A Sharesheld by Fully Participating Shareholders are set out below:

Existing A Shares held at the Conversion Record TimeNumber of

A SharesNumber of

B Shares

100 54 46150 81 69500 268 2321,000 536 464

9. What will happen with fractional entitlements to B Shares?

If the conversion of A Shares into B Shares would result in fractional interests in A Shares andB Shares at the Conversion Effective Time, Fully Participating Shareholders will not be entitled toreceive such fractional interests pursuant to the Conversion. Where necessary, the number ofA Shares to which a Fully Participating Shareholder is entitled pursuant to the Conversion will berounded up to the nearest whole number and the corresponding number of B Shares will berounded down to the nearest whole number, with the result being that each Fully ParticipatingShareholder will receive a whole number of A Shares and B Shares, without giving rise tofractional interests.

10. What happens if I buy or sell A Shares between the Conversion Record Time and theDistribution Record Time?

If a pending transaction between market participants involving dealings in A Shares has not beensettled by the Conversion Record Time, it is anticipated that Euroclear would arrange for thetransformation of the transaction so that it can be settled in A Shares and B Shares in accordancewith the terms of the Conversion. Fractional interests in A Shares or B Shares arising from thesettlement of any such transaction may be rounded down by Euroclear.

11. How will I receive my B Shares?

Fully Participating Shareholders who hold Fully Participating A Shares in certificated form will notreceive share certificates in respect of the B Shares or the Deferred B Shares.

Where, at the Conversion Record Time, a Fully Participating Shareholder holds Fully ParticipatingA Shares in CREST, the B Shares to which that person is entitled pursuant to the Conversion willbe credited to the CREST accounts of the Fully Participating Shareholders and the FullyParticipating A Shares will be cancelled.

No application has been or will be made for the B Shares to be admitted to the Official List or totrading on the London Stock Exchange or any other recognised investment exchange.

12. What will happen to my B Shares?

Once the Euromoney Distribution has been made and the Special Dividend has been paid, theB Shares will automatically convert into Deferred B Shares with very limited economic rights andno voting rights. Following the implementation of the Proposal, the Deferred B Shares will betransferred to the Company for no valuable consideration and cancelled.

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13. Can I continue to trade my A Shares following the implementation of the Proposal?

If the Proposal is implemented, the Company will submit a request to the Financial ConductAuthority and the London Stock Exchange to amend the listing on the Official List and admissionto trading of the A Shares to reflect the conversion of the Fully Participating A Shares intoB Shares and the Rothermere Affiliated A Shares into C Shares. Following the implementation ofthe Proposal, it is intended that A Shares that were not converted into B Shares or C Shares willcontinue to be listed on the Official List and admitted to trading on the London Stock Exchange(but under a different ISIN).

14. Can I trade my B Shares or Deferred B Shares?

After the Fully Participating A Shares have been converted into and re-designated as B Shares,there will be no formal market for the B Shares. The B Shares will not be transferrable (other thanto satisfy bona fide market claims) without the written consent of the DMGT Board. Accordingly, itis not anticipated that, other than in the case of bona fide market claims, any B Shares will betransferred between the time of the Conversion and the automatic conversion of the B Shares intoDeferred B Shares.

The Deferred B Shares will also not be transferable without the written consent of the DMGTBoard. Following the implementation of the Proposal, the Deferred B Shares will be transferred tothe Company for no valuable consideration and cancelled.

CONVERSION INTO C SHARES

15. What are C Shares?

If the Proposal is implemented, the Rothermere Affiliated A Shares will be converted into andre-designated as C Shares so that, following the Conversion, for every 100 A Shares held byRothermere Affiliated Shareholders, approximately 3.95 will be converted into C Shares. Followingthe Conversion, each Rothermere Affiliated Shareholder will hold A Shares and C Shares (andRCL will also continue to hold Ordinary Shares).

Once the Restricted Special Dividend has been paid to Rothermere Affiliated Shareholders, theC Shares will automatically convert into Deferred C Shares with very limited economic rights andno voting rights. Following the implementation of the Proposal, the Deferred C Shares will betransferred to the Company for no valuable consideration and cancelled.

16. What rights are attached to C Shares?

The C Shares will have identical rights to those attached to the B Shares, except that they willbear the right to participate in the Restricted Special Dividend instead of the EuromoneyDistribution and the Special Dividend. The full set of rights and restrictions that will apply to theC Shares are set out in the New DMGT Articles, which the Company resolved to adopt on thecondition that (among other things) the Resolution is approved at the Class Meeting.

17. What will happen with fractional entitlements to C Shares?

If the conversion of A Shares into C Shares would result in fractional interests in A Shares orC Shares, Rothermere Affiliated Shareholders will not be entitled to receive fractional interests inA Shares or C Shares pursuant to the Conversion. Where necessary, the number of A Shares towhich a Rothermere Affiliated Shareholder is entitled pursuant to the Conversion will be roundedup to the nearest whole number and the corresponding number of C Shares will be rounded downto the nearest whole number, with the result being that each Rothermere Affiliated Shareholder willreceive a whole number of A Shares and C Shares, without giving rise to fractional interests.

EFFECT OF THE PROPOSAL

18. How will the implementation of the Proposal affect RCL’s intentions in relation to thecontinuing governance of DMGT?

RCL has controlled DMGT for many years. The Independent Committee has received assurancesfrom RCL that the changes in the capital structure of the Company resulting from the Proposal willnot affect RCL’s intention that DMGT should continue to be managed in accordance with highstandards of corporate governance for the benefit of all shareholders, as has been the casethroughout the period of RCL’s control.

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RCL has confirmed to the Independent Committee that its intention is that DMGT will: continue toobserve the Listing Principles in their current form; continue to maintain a securities dealing codefor certain of its employees; continue to voluntarily observe the UK Corporate Governance Code ona ‘comply or explain’ basis; and have an appropriate number of independent non-executivedirectors on the DMGT Board.

The fact that the Independent Committee has been constituted in connection with the Proposalreflects RCL’s intention that DMGT’s independent directors at the relevant time will take decisionson behalf of DMGT in relation to any proposed transaction between DMGT and RCL or betweenDMGT and an associate of RCL where any such proposed transaction would have been a relatedparty transaction under Chapter 11 of the Listing Rules in its current form. The IndependentCommittee has received assurances that RCL does not intend to change this policy following theimplementation of the Proposal.

RCL has indicated to the Independent Committee that its intentions for DMGT’s governance arelong-term in nature. In the event of RCL proposing any material change in its intentions, RCL hasindicated that it will discuss such material change with the independent members of the DMGTBoard prior to such material change being determined.

19. How will the relationship deed between DMGT and Euromoney be affected by theimplementation of the Proposal?

DMGT and Euromoney are parties to a relationship deed dated 8 December 2016 (the‘‘Relationship Deed’’), which was executed pursuant to the placing and buy-back of EuromoneyShares in December 2016, in accordance with the Listing Rules. DMGT has a right under theRelationship Deed to appoint two non-executive directors to the board of directors of Euromoneyfor so long as DMGT holds directly or indirectly at least 25 per cent. of the issued share capital ofEuromoney. Furthermore, DMGT is entitled under the Relationship Deed to procure that at leastone of the representatives nominated by DMGT is appointed to Euromoney’s Audit Committee andRemuneration Committee for so long as DMGT holds at least 10 per cent. of the issued sharecapital of Euromoney. As at the date of this document, Kevin Beatty and Tim Collier are DMGT’sappointed Euromoney directors.

If the Proposal is implemented and the Euromoney Distribution is made to Fully ParticipatingShareholders, the Relationship Deed will terminate automatically and DMGT will cease to holdthose appointment rights. It is anticipated that Kevin Beatty and Tim Collier will therefore eachresign their Euromoney directorships and committee memberships immediately following theimplementation of the Proposal.

20. How will my dividend entitlement change as a result of the Proposal?

If the Proposal is implemented, Fully Participating Shareholders will be entitled to receive dividendsfrom both Euromoney and DMGT so long as they hold Euromoney Shares and A Sharesrespectively. However, the number of A Shares which Fully Participating Shareholders hold, and onwhich dividends are paid by DMGT, will be reduced if the Proposal is implemented. As discussedin Part I (Letter from the Chairman of the Independent Committee), DMGT does not intend toamend its current dividend policy on a per-share basis.

21. Can I continue to trade A Shares using the existing ISIN?

If the Proposal is implemented, trading on the London Stock Exchange for A Shares (under ISINGB0009457366) is expected to cease at 4.30 p.m. on 29 March 2019. Trading in A Shares undernew ISIN GB00BJQZC279 is expected to commence at 8.00 a.m. on 1 April 2019.

22. How and when will I receive my A Share certificate after the Conversion?

It is anticipated that definitive certificates for the A Shares will be despatched by first-class post by15 April 2019. On receipt of the new certificate, all other A Share certificates should be destroyedas they will no longer be valid.

It is expected that shareholders who hold their entitlements to A Shares in uncertificated formthrough CREST will have their CREST accounts adjusted to reflect their entitlement to A Shareson 1 April 2019.

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23. Will my existing A Share certificates still be valid after the Conversion?

No. Equiniti will send shareholders a new share certificate in respect of their A Shares. On receiptof the certificate, all other A Share certificates should be destroyed as they will no longer be valid.

APPROVALS REQUIRED

24. Why is the Class Meeting being held?

The Proposal, including the Proposed Distributions, will not be implemented unless the Resolutionis approved by Fully Participating Shareholders. Such approval would be obtained if the Resolutionis passed by 75 per cent. or more in value of all A Shares voted by Fully ParticipatingShareholders present and voting (either in person or by proxy) at the Class Meeting. The noticeconvening the Class Meeting is set out in Part VIII (Notice of Class Meeting) of this document.

25. Who is entitled to vote at the Class Meeting?

Each Fully Participating Shareholder who is entered in DMGT’s register of members at the VotingRecord Time will be entitled to attend and vote on the Resolution to be put to the Class Meeting.If the Class Meeting is adjourned, only those Fully Participating Shareholders on the register ofmembers at 6.30 p.m. on the day that is two business days before the date set for the adjournedmeeting (excluding, if the DMGT Board so decides, any part of a day that is not a working day)will be entitled to attend and vote. Neither the Rothermere Affiliated Shareholders nor the DMGTEBT Trustee are entitled to vote at the Class Meeting.

26. Can I attend the Class Meeting?

If you propose to attend the Class Meeting at which you are entitled to vote, please detachand bring with you the attendance card to assist your admission.

The completion and return of a Form of Proxy or the appointment of a proxy or proxieselectronically or through CREST will not prevent a Fully Participating Shareholder from attendingand voting in person at the Class Meeting or any adjournment thereof, if a Fully ParticipatingShareholder so wishes and is so entitled.

27. Can I appoint a proxy to attend the Class Meeting?

Each Fully Participating Shareholder who is entitled to attend and vote at the Class Meeting mayappoint a proxy or proxies to attend and to vote in his place. A proxy need not be a DMGTShareholder. A Form of Proxy for the Class Meeting is enclosed. To be valid, the Form of Proxymust be duly completed and signed and must be received by DMGT’s Registrars at EquinitiLimited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 2.30 p.m. on 22 March2019, or, in the case of any adjournment, by no later than 48 hours (excluding any part of a daythat is not a working day) before the time fixed for the holding of the adjourned meeting.

28. Can I appoint more than one proxy?

Fully Participating Shareholders who are entitled to attend and vote at the Class Meeting mayappoint a proxy in respect of some or all of their A Shares. Fully Participating Shareholders arealso entitled to appoint more than one proxy. Space has been included in the Form of Proxy toallow Fully Participating Shareholders to specify the number of A Shares in respect of which thatproxy is appointed. Fully Participating Shareholders who return a duly executed Form of Proxy butleave this space blank will be deemed to have appointed a proxy in respect of all of their A Shares.

Fully Participating Shareholders who wish to appoint more than one proxy in respect of theirshareholding should contact DMGT’s Registrars for further Forms of Proxy or photocopy the Formof Proxy as required. Such DMGT Shareholders should also read the section entitled ‘‘Multipleproxy voting instructions’’ on page 5 (Actions to be Taken) of this document.

29. Can I appoint a proxy electronically?

Fully Participating Shareholders entitled to attend and vote at the Class Meeting may appoint aproxy electronically by logging on to the website of DMGT’s Registrars at www.sharevote.co.uk andentering the voting ID, task ID and shareholder reference number shown on their Form of Proxy.Full details of the procedure to be followed to appoint a proxy electronically are given on thewebsite. Further information is also included in the instructions on the Form of Proxy.

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If you hold your A Shares in uncertificated form (i.e., in CREST) you may vote using the CRESTvoting service in accordance with the procedures set out in the CREST Manual (please also referto the accompanying notes to the notice convening the Class Meeting set out in Part VIII (Noticeof Class Meeting) of this document). Proxies submitted via CREST must be received by DMGT’sRegistrars by no later than 2.30 p.m. on 22 March 2019 in the case of the Class Meeting, or, inthe case of any adjournment, by no later than 48 hours (excluding any part of a day that is not aworking day) before the time fixed for the holding of the adjourned meeting.

30. How can I attend the Class Meeting or vote if I hold my A Shares in uncertificated formthrough a nominee?

If you are the beneficial owner of A Shares held through a stockbroker, bank, building society,nominee or electronic platform then you should contact your stockbroker, bank, building society,nominee or electronic platform for information on how to vote your A Shares at the Class Meetingand/or attend the Class Meeting in person. They may charge you an administration fee for thisservice.

31. Has DMGT received any irrevocable undertakings or letters of intent from FullyParticipating Shareholders in respect of the Proposal?

DMGT has received written expressions of support to vote in favour of the Resolution, in respectof an aggregate of 105,378,843 A Shares held by Fully Participating Shareholders, equivalent to39% of the votes eligible to be cast at the Class Meeting.

Lindsell Train, Majedie Asset Management and Schroder Investment Management have each givenletters of intent to vote in favour of the Resolution at the Class Meeting, and Artemis InvestmentManagement has given an irrevocable undertaking to vote in favour of the Resolution at the ClassMeeting, in respect of the number of A Shares set against their names below:

Artemis Investment Management LLP(acting in its capacity as investment adviser to certain funds)

13,897,171

Lindsell Train Limited 54,247,627Majedie Asset Management Limited 24,391,911Schroder Investment Management Limited 12,842,134

32. Why are the Fully Participating Shareholders and Rothermere Affiliated Shareholdersvoting separately?

The Fully Participating Shareholders are voting separately from the Rothermere AffiliatedShareholders because the implementation of the Proposal will give rise to different outcomes forthe Fully Participating Shareholders, who will hold B Shares and will receive the EuromoneyDistribution and the Special Dividend on those B Shares, and the Rothermere AffiliatedShareholders, who will hold C Shares and will be paid the Restricted Special Dividend on thoseC Shares. The written class consent of the requisite majority of Rothermere Affiliated Shareholderswas obtained on 4 March 2019.

Separate approval has also been obtained from the DMGT EBT Trustee, which will not participatein the Conversion and consequently will not be entitled to receive the Proposed Distributions madeon the B Shares or the C Shares.

33. Have the Ordinary Shareholders approved the Euromoney Distributions?

Yes, the Euromoney Distribution was approved at the General Meeting held on 4 March 2019,subject to and conditional upon (among other things) the Resolution being passed. The right toattend and/or vote at general meetings of the Company is reserved to the Ordinary Shareholders.

34. Why are the DMGT Articles being amended?

The implementation of the Proposal requires certain amendments to be made to the DMGT Articlesin order to set out the rights and restrictions that apply to the B Shares, the Deferred B Shares,the C Shares and the Deferred C Shares in order to give effect to the Proposal.

The special resolution of the Company required to amend the DMGT Articles (to become the NewDMGT Articles) was passed at the General Meeting held on 4 March 2019, on the condition that(among other things) the Resolution is approved at the Class Meeting.

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35. Would the increase in the number of A Shares held by the Rothermere AffiliatedShareholders give rise to a mandatory offer under the City Code on Takeovers andMergers?

No. The City Code on Takeovers and Mergers regulates transactions involving the acquisition ofcontrol. DMGT is controlled by the Ordinary Shareholders and will continue to be controlled by theOrdinary Shareholders following the implementation of the Proposal. There will be no change in thevoting rights held by the Ordinary Shareholders.

PAYMENT OF DISTRIBUTIONS

36. How and when will I receive my Euromoney Shares?

If the Resolution is passed, the Company will make the Euromoney Distribution to FullyParticipating Shareholders registered in DMGT’s register of members as at the Conversion RecordTime. The Proposed Distributions are subject to the passing of the Resolution, the Companycontinuing to have sufficient distributable reserves to cover the Proposed Distributions and theDMGT Board continuing to believe that the Proposal is in the best interests of DMGT and the FullyParticipating Shareholders.

The manner in which Euromoney Shares to which Fully Participating Shareholders are entitled willbe transferred will depend on whether the Fully Participating Shareholder holds A Shares incertificated or uncertificated form. All documents sent to Fully Participating Shareholders inconnection with the settlement process will be sent at the risk of the person entitled thereto.

Certificated shares

Where, at the Conversion Record Time, a Fully Participating Shareholder held Fully ParticipatingA Shares in certificated form, the Euromoney Shares to which the Fully Participating Shareholder isentitled following the Euromoney Distribution will be transferred in certificated form.

It is anticipated that definitive certificates for the Euromoney Shares will be despatched by first-class post by 15 April 2019, although the precise timing will depend on, among other things, thetiming of the Euromoney Distribution and arrangements in place with Euromoney’s registrars.

In relation to the Euromoney Shares to be issued in certificated form, temporary documents of titlewill not be issued pending the despatch by post of definitive certificates for such EuromoneyShares. Pending the issue of definitive certificates for such Euromoney Shares, Fully ParticipatingShareholders wishing to register transfers of such Euromoney Shares may certify their transferforms against the register of members of Euromoney by contacting Euromoney’s registrars on 0333207 6536 (from within the UK) or on +44 121 415 0286 (if calling from outside the UK).

Uncertificated shares

Where, at the Conversion Record Time, a Fully Participating Shareholder held Fully ParticipatingA Shares in uncertificated form, the Euromoney Shares to which the Fully Participating Shareholderis entitled following the Euromoney Distribution will be transferred in uncertificated form throughCREST. DMGT will procure that Euroclear is instructed to credit the Fully ParticipatingShareholder’s appropriate stock account in CREST with the applicable number of EuromoneyShares.

Notwithstanding the above, DMGT reserves the right to settle all or part of such entitlements inaccordance with the procedure used for certificated shares if, for reasons outside its reasonablecontrol, it is not able to effect settlement through CREST in accordance with the foregoingparagraph.

37. Do I have to pay for the Euromoney Shares I will receive?

The Euromoney Shares that you receive pursuant to the Euromoney Distribution will be free andno payment will be required to be made to DMGT or Euromoney by virtue of the EuromoneyDistribution. As described above, the Euromoney Distribution will be made on B Shares which willsubsequently convert automatically into Deferred B Shares before being transferred to theCompany for no valuable consideration and cancelled. UK and US income tax payers, in particular,should note the tax consequences of the Euromoney Distribution (see Part III (Taxation) for furtherinformation). Any person who is in any doubt as to their tax position, or who is subject to tax inany jurisdiction other than the UK or the US, should consult an appropriately qualified independentprofessional tax adviser without delay.

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38. Can I elect to receive cash instead of Euromoney Shares?

This is not an option under the Proposal. Fully Participating Shareholders may sell A Shares or,following receipt, Euromoney Shares in the usual way. It should be noted, however, that if FullyParticipating Shareholders transfer or sell their A Shares before the Conversion Record Time, theywill not receive any Euromoney Shares or cash pursuant to the Proposed Distributions.

39. How and when will the Cash Distribution be paid?

The Special Dividend will be paid to Fully Participating Shareholders entitled to receive it bycheque or remitted electronically by BACS for credit to existing bank accounts. The ProposedDistributions are subject to the passing of the Resolution, the Company continuing to havesufficient distributable reserves and the DMGT Board continuing to believe that the Proposal is inthe best interests of DMGT and the Fully Participating Shareholders.

DMGT SHARES

40. How many A Shares will be in issue following the implementation of the Proposal?

As at 1 March 2019, there were 342,204,470 A Shares in issue (including treasury shares). If theProposal is implemented, it is anticipated that the number of A Shares will fall to approximately214,912,523 A Shares (including treasury shares) immediately following the Conversion EffectiveTime. The number of Ordinary Shares in issue will not be affected by the Proposal since theOrdinary Shares are not participating in the Proposed Distributions.

41. How can I buy and sell A Shares?

You can buy and sell shares, including A Shares, through a stockbroker, bank or building society.

In addition, Equiniti, DMGT’s Registrar, will make available a simple, low-cost telephone andinternet dealing service for certificated DMGT Shareholders resident in the UK, the Isle of Man orthe Channel Islands wishing to buy or sell A Shares. Further details of this service can be obtainedfrom www.shareview.co.uk/trade or by calling the dedicated number, 0371 384 2887. Lines areopen Monday – Friday, 8:00 a.m. to 4:30 p.m.. This exclusive telephone number for DMGTShareholders will be available for a limited period from 5 March 2019 to 30 April 2019.

42. Where can I find financial information relating to DMGT?

Your attention is drawn to Part A of Part V (Financial information), in which certain historicalfinancial information relating to DMGT is incorporated by reference, and Part VI (Pro formafinancial information) of this document.

43. What are the risks associated with DMGT’s business?

The principal risks and uncertainties facing the Group are set out in pages 32 to 35 of the DMGT2018 Annual Report (incorporated into this document by reference).

44. What are the risks associated with holding A Shares?

The value of A Shares may go down as well as up

Fluctuations in the price of A Shares may be material and may not reflect the underlying assetvalue. A number of factors outside the control of DMGT may affect its performance and the priceof the A Shares.

Significant trading volumes of A Shares in the public market could affect the share price

Sales of a substantial number of the A Shares in the public market before and after the ClassMeeting, or the perception that these sales might occur, could depress the market price of theA Shares. Such sales could occur for a number of reasons, including macro-economic conditions,political and economic uncertainty, exposure to changes in law or regulations and the perceptionthat the receipt of the Proposed Distributions may have tax consequences for DMGT Shareholders.

DMGT may decide to offer additional shares in the future, diluting the interests of then existingDMGT Shareholders and potentially adversely affecting the market price of the A Shares

If DMGT decides to offer additional DMGT Shares or other securities convertible into DMGT Sharesin the future, this could dilute the interests of DMGT Shareholders and/or have an adverse effecton the market price of A Shares. An additional offering by DMGT, or the public perception that anoffering may occur, could have an adverse effect on the market price of the A Shares.

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There is no guarantee that dividends will be paid on the A Shares

The Company may determine not to pay dividends. If it decides that it will pay dividends, there canbe no assurance that it will be able to pay dividends in the future. Under UK company law, acompany can only pay cash dividends to the extent that it has distributable reserves and cashavailable for this purpose. As a holding company, the Company’s ability to pay dividends in thefuture will be affected by a number of factors, including having sufficient distributable reserves andits ability to receive sufficient dividends from subsidiaries.

The ability of companies within the Group to pay dividends and the Company’s ability to receivedividends from its investments in other entities are subject to restrictions, including, but not limitedto, the existence of sufficient distributable reserves and cash and any covenants in the Group’sfinancing documents. Any of the foregoing could have an adverse effect on the market price of theA Shares.

Any dividend payments will be in pounds sterling and any shareholder whose principal currencyis not pounds sterling will be subject to exchange rate fluctuations

The A Shares are, and any dividends to be paid in respect of them will be, denominated in poundssterling. An investment in A Shares by a shareholder whose principal currency is not poundssterling exposes such a shareholder to foreign currency exchange risk. Any depreciation of poundssterling in relation to such foreign currency will reduce the value of the investment in A Shares orany dividends in foreign currency terms and any appreciation of pounds sterling will increase suchvalue in foreign currency terms.

Shareholders outside the UK may not be able to participate in future issues of DMGT Shares

Securities laws of certain jurisdictions outside the UK (including the US) may restrict theparticipation, or DMGT’s ability to allow participation, by certain DMGT Shareholders in suchjurisdictions in any future issue of A Shares or of other securities carried out by DMGT.

In the case of a future allotment of new A Shares for cash, the then-existing shareholders havecertain statutory pre-emption rights unless those rights are disapplied by a special resolution of theshareholders at a general meeting. An issue of new A Shares not for cash or when pre-emptionrights have been disapplied could dilute the interests of the then-existing DMGT Shareholders.

Even where pre-emption rights do apply, holders of A Shares who are located in the US may notbe able to exercise pre-emption rights unless a registration statement under the US Securities Actis effective with respect to such rights or an exemption from the registration requirements isavailable thereunder. It is not expected that DMGT will file any such registration statements, andan exemption to the registration requirements of the US Securities Act may not be available, whichwould result in certain shareholders in the US being unable to exercise pre-emption rights.Securities laws of certain other jurisdictions may restrict DMGT’s ability to allow participation byshareholders in such jurisdictions in any future issue of A Shares or of other securities carried outby DMGT.

This could have an adverse effect on the market price of the A Shares and the ability of DMGT toraise funds to meet its business requirements.

The ability of an overseas shareholder to bring an action against DMGT may be limited under law

DMGT is a public limited company incorporated in England and Wales. The rights of holders of theA Shares are governed by English law and by DMGT’s constitutional documents (including theDMGT Articles). These rights differ from the rights of shareholders in typical US corporations andsome other non-UK corporations.

Overseas shareholders, including US shareholders, may not be able to enforce a judgment againstsome or all the DMGT Directors and executive officers. It may not be possible for a shareholderresident outside the UK to effect service of process upon the DMGT Directors and executiveofficers within the overseas shareholder’s country of residence or to enforce against the DMGTDirectors and executive officers judgments of courts of the overseas shareholder’s country ofresidence based on civil liabilities under that country’s securities laws. There can be no assurancethat an overseas shareholder will be able to enforce any judgments in civil and commercial mattersor any judgments under the securities laws of countries other than the UK against the DMGTDirectors or executive officers who are residents of countries other than those in which judgment ismade. In addition, English or other courts may not impose civil liability on the DMGT Directors orexecutive officers in any original action based solely on foreign securities laws brought againstDMGT or the DMGT Directors in a court of competent jurisdiction in England or other countries.

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Not all rights available to shareholders in companies incorporated in non-UK jurisdictions,including the US, will be available to holders of A Shares

Rights afforded to shareholders under English law differ in certain respects from the rights ofshareholders in companies in other jurisdictions, including those of shareholders in typical UScompanies. In particular, English law currently significantly limits the circumstances under which theshareholders of English companies may bring derivative actions. Under English law, in most cases,only DMGT may be the proper claimant for the purposes of maintaining proceedings in respect ofwrongful acts committed against it and, generally, neither an individual shareholder, nor any groupof shareholders, has any right of action in such circumstances. In addition, English law does notafford appraisal rights to dissenting shareholders in the form typically available to shareholders incertain jurisdictions, including the United States.

EUROMONEY SHARES

45. Will my dividend mandates and communications preferences for DMGT be transferredacross into Euromoney?

Following the Euromoney Distribution, Euromoney has agreed to apply the present e-communication mandates and dividend instructions, including bank mandates of Fully ParticipatingShareholders, as they apply to A Shares at the Conversion Record Time, in respect of theEuromoney Shares you will receive under the Euromoney Distribution. DMGT has agreed toinstruct Equiniti to provide such shareholder information to Euromoney solely for these purposes. Ifyou wish to change your instructions or otherwise update your account preferences, you shouldcontact the Shareholder Helpline.

46. Where can I find financial information relating to Euromoney?

Your attention is drawn to Part B of Part V (Financial information), in which certain historicalfinancial information relating to Euromoney is incorporated by reference.

47. What are the risks associated with Euromoney’s business?

The principal risks and uncertainties facing the Euromoney group are set out at pages 31 to 39 ofthe Euromoney 2018 Annual Report (incorporated into this document by reference).

48. What are the risks associated with holding Euromoney Shares?

The value of Euromoney Shares may go down as well as up

Fluctuations in the price of Euromoney Shares may be material and may not reflect the underlyingasset value. A number of factors outside the control of Euromoney may affects its performanceand the price of the Euromoney Shares.

Significant trading volumes of Euromoney Shares in the public market following the making ofthe Euromoney Distribution and subsequently could affect the share price

Following the Euromoney Distribution there may be a period of relatively high volume trading in theEuromoney Shares as the shareholder register of Euromoney finds its natural composition. TheIndependent Committee is unable to predict whether substantial amounts of the Euromoney Shareswill be sold in the open market following the Euromoney Distribution. Sales of a substantial numberof the Euromoney Shares in the public market after the Euromoney Distribution, or the perceptionthat these sales might occur, could depress the market price of the Euromoney Shares.

Euromoney may decide to offer additional shares in the future, diluting the interests of thenexisting Euromoney shareholders and potentially adversely affecting the market price of theEuromoney Shares

If Euromoney decides to offer additional Euromoney Shares or other securities convertible intoEuromoney Shares in the future, this could dilute the interests of Euromoney shareholders and/orhave an adverse effect on the market price of Euromoney Shares. An additional offering byEuromoney, or the public perception that an offering may occur, could have an adverse effect onthe market price of the Euromoney Shares.

There is no guarantee that dividends will be paid on the Euromoney Shares

Euromoney may determine not to pay dividends. If it decides that it will pay dividends, there canbe no assurance that it will be able to pay dividends in the future. Under UK company law, a

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company can only pay cash dividends to the extent that it has distributable reserves and cashavailable for this purpose. As a holding company, Euromoney’s ability to pay dividends in the futurewill be affected by a number of factors, including having sufficient distributable reserves and itsability to receive sufficient dividends from subsidiaries.

The ability of companies within Euromoney’s group to pay dividends and Euromoney’s ability toreceive dividends from its investments in other entities are subject to restrictions, including, but notlimited to, the existence of sufficient distributable reserves and cash and any covenants inEuromoney’s financing documents. Any of the foregoing could have an adverse effect on themarket price of the Euromoney Shares.

Any dividend payments will be in pounds sterling and any shareholder whose principal currencyis not pounds sterling will be subject to exchange rate fluctuations

The Euromoney Shares are, and any dividends to be paid in respect of them will be, denominatedin pounds sterling. An investment in Euromoney Shares by a shareholder whose principal currencyis not pounds sterling exposes such a shareholder to foreign currency exchange risk. Anydepreciation of pounds sterling in relation to such foreign currency will reduce the value of theinvestment in Euromoney Shares or any dividends in foreign currency terms and any appreciationof the pounds sterling will increase such value in foreign currency terms.

Shareholders outside the UK may not be able to participate in future issues of EuromoneyShares

Securities laws of certain jurisdictions outside the UK (including the US) may restrict theparticipation, or Euromoney’s ability to allow participation, by certain Euromoney shareholders insuch jurisdictions in any future issue of Euromoney Shares or of other securities carried out byEuromoney.

In the case of a future allotment of new Euromoney Shares for cash, the then-existingshareholders have certain statutory pre-emption rights unless those rights are disapplied by aspecial resolution of the shareholders at a general meeting. An issue of new Euromoney Sharesnot for cash or when pre-emption rights have been disapplied could dilute the interests of the then-existing Euromoney shareholders.

Even where pre-emption rights do apply, holders of Euromoney Shares who are located in the USmay not be able to exercise pre-emption rights unless a registration statement under the USSecurities Act is effective with respect to such rights or an exemption from the registrationrequirements is available thereunder. DMGT is not aware of any reason to believe that Euromoneywould file any such registration statements, and an exemption to the registration requirements ofthe US Securities Act may not available, which would result in certain shareholders in the USbeing unable to exercise pre-emption rights. Securities laws of certain other jurisdictions mayrestrict Euromoney’s ability to allow participation by shareholders in such jurisdictions in any futureissue of Euromoney Shares or of other securities carried out by Euromoney.

This could have an adverse effect on the market price of the Euromoney Shares and the ability ofEuromoney to raise funds to meet its business requirements.

The ability of an overseas shareholder to bring an action or enforce a judgment againstEuromoney may be limited under law

Euromoney is a public limited company incorporated in England and Wales. The rights of holdersof the Euromoney Shares are governed by English law and by Euromoney’s constitutionaldocuments (including its articles of association). These rights differ from the rights of shareholdersin typical US corporations and some other non-UK corporations.

Overseas shareholders, including US shareholders may not be able to enforce a judgment againstsome or all the directors of Euromoney and executive officers. It may not be possible for ashareholder resident outside the UK to effect service of process upon the directors of Euromoneyand executive officers within the overseas shareholder’s country of residence or to enforce againstthe directors of Euromoney and executive officers judgments of courts of the overseasshareholder’s country of residence based on civil liabilities under that country’s securities laws.There can be no assurance that an overseas shareholder will be able to enforce any judgments incivil and commercial matters or any judgments under the securities laws of countries other than theUK against the directors of Euromoney or executive officers who are residents of countries otherthan those in which judgment is made. In addition, English or other courts may not impose civil

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liability on the directors of Euromoney or executive officers in any original action based solely onforeign securities laws brought against Euromoney or the directors of Euromoney in a court ofcompetent jurisdiction in England or other countries.

Not all rights available to shareholders in companies incorporated in non-UK jurisdictions,including the US, will be available to holders of Euromoney Shares

Rights afforded to shareholders under English law differ in certain respects from the rights ofshareholders in companies in other jurisdictions, including those of shareholders in typical UScompanies. In particular, English law currently significantly limits the circumstances under which theshareholders of English companies may bring derivative actions. Under English law, in most cases,only Euromoney may be the proper claimant for the purposes of maintaining proceedings inrespect of wrongful acts committed against it and, generally, neither an individual shareholder, norany group of shareholders, has any right of action in such circumstances. In addition, English lawdoes not afford appraisal rights to dissenting shareholders in the form typically available toshareholders in certain jurisdictions, including the United States.

OVERSEAS SHAREHOLDERS

49. What happens if I am resident outside the UK?

Overseas shareholders may be affected by the laws of other jurisdictions in relation to theProposal and should inform themselves about and observe all applicable legal requirements.

It is the responsibility of any person into whose possession this document comes to satisfythemselves as to the full observance of the laws of the relevant jurisdiction in which they reside orare otherwise located in connection with the Euromoney Distribution, including the obtaining of anygovernmental, exchange control or other consents that may be required and/or compliance withother necessary formalities which are required to be observed and the payment of any issue,transfer or other taxes or levies due in such jurisdiction.

This document has been prepared to comply with English law and FCA rules and the informationdisclosed may not be the same as that which would have been disclosed if this document hadbeen prepared in accordance with the laws of jurisdictions outside the UK.

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OFAN OFFER TO BUY ANY SECURITY.

Overseas DMGT Shareholders should consult their own legal and tax advisers with respect to thelegal and tax consequences of the Proposal in their particular circumstances.

TAXATION

50. Where can I find information on the UK tax consequences of the Proposal?

Fully Participating Shareholders should read Part III (Taxation) of this document, which contains ageneral description of certain United Kingdom tax consequences of the Proposal. In particular, UKincome tax payers should note the tax consequences of the Proposal. If Fully ParticipatingShareholders are in any doubt as to their tax position or if they are or may be subject to taxationin any jurisdiction other than the UK, they are strongly advised to consult an appropriately qualifiedindependent professional tax adviser.

51. Where can I find information on the US tax consequences of the Proposal?

Fully Participating Shareholders should read Part III (Taxation) of this document which contains ageneral description of certain United States tax consequences of the Proposal. In particular, USincome tax payers should note the tax consequences of the Proposal. If Fully ParticipatingShareholders are in any doubt as to their tax position or if they are or may be subject to taxationin any jurisdiction other than the US, they are strongly advised to consult an appropriately qualifiedindependent professional tax adviser.

FURTHER INFORMATION

52. What action do I need to take?

Please refer to page 5 (Actions to be taken) of this document for details of the steps thatyou will need (and are encouraged) to take in connection with this document and theProposal.

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53. Where else can I find information regarding the Proposal?

Your attention is drawn to Part I (Letter from the Chairman of the Independent Committee), Part IV(Additional information), Part V (Financial information) and Part VI (Pro forma financial information)of this document.

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Part III

Taxation

Fully Participating Shareholders who are in any doubt as to their tax position or who are residentor otherwise subject to taxation in a jurisdiction other than the UK or the US should consult anappropriately qualified independent professional tax adviser immediately.

Fully Participating Shareholders who are UK or US income tax payers, in particular, shouldnote the tax consequences of the Proposal.

UK TAXATION

The comments set out below summarise certain limited aspects of the UK taxation treatment ofcertain Fully Participating Shareholders in respect of the Proposal and do not purport to be acomplete analysis of all tax considerations relating to the Proposal. They are based on current UKlegislation and what is understood to be current HMRC practice, both of which are subject tochange, possibly with retrospective effect. The comments are intended as a general guide andapply only to Fully Participating Shareholders who are resident for tax purposes only in the UKand, in the case of an individual, domiciled for tax purposes in the UK and to whom ‘‘split year’’treatment does not apply, who hold their A Shares (and their B Shares, Deferred B Shares andEuromoney Shares) as an investment (otherwise than through an individual savings account, aself-invested pension plan or any other arrangement which exempts from tax capital gains and/ordividends) and who are the absolute beneficial owners of their A Shares (and their B Shares,Deferred B Shares and Euromoney Shares). The comments do not deal with certain types of FullyParticipating Shareholders including pension funds, charities, dealers in securities, insurancecompanies, persons who have or could be treated for tax purposes as having acquired theirA Shares (or their B Shares, Deferred B Shares or Euromoney Shares) by reason of theiremployment, persons who are connected with DMGT or a member of the Group or Euromoney ora member of its group, collective investment schemes and Fully Participating Shareholders holding10 per cent. or more of the B Shares or the Deferred B Shares. The comments do not deal withthe treatment of individuals considered non-UK domiciled for UK tax purposes and who maytherefore be entitled to elect for taxation on a remittance basis.

1. UK taxation of the Proposed Distributions

1.1 Individual Fully Participating Shareholders within the charge to UK income tax

(i) General

The general tax treatment of the Proposed Distributions to a Fully Participating Shareholderwho is an individual is as follows:

(A) The market value of the Euromoney Shares received by the Fully ParticipatingShareholder pursuant to the Euromoney Distribution will form part of the FullyParticipating Shareholder’s dividend income for the tax year in which the EuromoneyDistribution is made. The amount of the Special Dividend received by the FullyParticipating Shareholder will form part of the Fully Participating Shareholder’s dividendincome for the tax year in which the Special Dividend is paid. Fully ParticipatingShareholders should note that, if the Euromoney Distribution is made and the SpecialDividend is paid in accordance with the expected timetable set out on page 4 of thisdocument, the Euromoney Distribution will be made in the 2018/2019 tax year, whereasthe Special Dividend will be paid in the 2019/2020 tax year.

(B) Dividend income forms part of the Fully Participating Shareholder’s total income forincome tax purposes and will represent the highest part of that income.

(C) A nil rate of income tax applies to the first £2,000 of dividend income received by theFully Participating Shareholder in a tax year (the ‘‘Nil Rate Amount’’), regardless ofwhat tax rate would otherwise apply to that dividend income.

(D) Any dividend income received by the Fully Participating Shareholder in a tax year inexcess of the Nil Rate Amount is taxed at a special rate, as set out below.

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(ii) Dividend income in excess of the Nil Rate Amount

Where an individual Fully Participating Shareholder’s dividend income for a tax year exceedsthe Nil Rate Amount, the excess amount (the ‘‘Relevant Dividend Income’’) will be subjectto income tax:

(A) at the rate of 7.5 per cent., to the extent that the Relevant Dividend Income falls belowthe threshold for the higher rate of income tax;

(B) at the rate of 32.5 per cent., to the extent that the Relevant Dividend Income falls abovethe threshold for the higher rate of income tax but below the threshold for the additionalrate of income tax; and

(C) at the rate of 38.1 per cent., to the extent that the Relevant Dividend Income falls abovethe threshold for the additional rate of income tax.

In determining whether and, if so, to what extent the Relevant Dividend Income falls above orbelow the threshold for the higher rate of income tax or, as the case may be, the additional rate ofincome tax, the Fully Participating Shareholder’s total dividend income for the tax year in question(including the part within the Nil Rate Amount) will, as noted above, be treated as the highest partof the Fully Participating Shareholder’s total income for income tax purposes.

1.2 Corporate Fully Participating Shareholders within the charge to UK corporation tax

Fully Participating Shareholders within the charge to corporation tax will not generally besubject to corporation tax on the Euromoney Distribution or on the Special Dividend, providedthat the conditions of one of the exemptions in Part 9A of the Corporation Tax Act 2009 aremet.

2. UK capital gains tax and corporation tax on chargeable gains (‘‘CGT’’)

For CGT purposes, the Conversion and the automatic conversion of the B Shares into DeferredB Shares should each be treated as a reorganisation of DMGT’s share capital. This means that:

(A) A Fully Participating Shareholder’s holding of A Shares and B Shares following theConversion should be treated as the same asset, acquired at the same time and for thesame consideration, as their holding of A Shares before the Conversion. Each FullyParticipating Shareholder’s CGT base cost in their aggregate holding of A Shares andB Shares following the Conversion should fall to be apportioned between their A Shares andB Shares by reference to the respective market values of the A Shares and B Shares on thefirst day on which market values are quoted for the A Shares following the Conversion.Further information in respect of this apportionment will be published on DMGT’s website(www.dmgt.com) in due course following the Conversion.

(B) A Fully Participating Shareholder’s holding of Deferred B Shares should be treated as thesame asset, acquired at the same time and for the same consideration, as their holding ofB Shares.

As the Euromoney Distribution is not a capital distribution, no chargeable gain (or allowable loss)for CGT purposes should arise to any Fully Participating Shareholder on the EuromoneyDistribution. Fully Participating Shareholders should, for CGT purposes, be treated as havingacquired their holding of Euromoney Shares for consideration equal to the market value of thoseshares.

The transfer of their Deferred B Shares to DMGT should be a CGT disposal by a FullyParticipating Shareholder of their holding of Deferred B Shares. Although this will depend on aparticular Fully Participating Shareholder’s circumstances, it is expected that Fully ParticipatingShareholders should realise a capital loss on such transfer.

3. UK stamp duty and SDRT

No UK stamp duty or SDRT will be payable by any Fully Participating Shareholder on theConversion, on the Euromoney Distribution, on the automatic conversion of the B Shares intoDeferred B Shares or on the transfer of their Deferred B Shares to DMGT.

US TAXATION

The following discussion is a summary of certain US federal income tax consequences generallyapplicable to certain Fully Participating Shareholders that are US Holders (as defined below) of the

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Proposed Distributions, and to the ownership and disposition of Euromoney Shares so acquired.This discussion assumes that any US Holders hold or will hold their DMGT Shares or EuromoneyShares as capital assets for US federal income tax purposes (generally, property held forinvestment purposes). This discussion does not address all potentially relevant US federal incometax matters, and, unless otherwise specifically provided, it does not address any state, local, non-US, alternative minimum, estate, gift tax or any other non-income tax consequences of theProposed Distributions and of holding or disposing of Euromoney Shares so acquired. Thisdiscussion is limited to US Holders that will not own, and will not be treated as owning for USfederal income tax purposes, immediately before or after the Proposed Distributions, 5 per cent ormore (by vote or value) of DMGT Shares or Euromoney Shares. This discussion is for generalguidance only and does not address the consequences applicable to certain categories of holderssubject to special treatment under the US IR Code’, including tax exempt organisations, pass-through entities, banks and other financial institutions, insurance companies, qualified retirementplans, individual retirement accounts or other tax-deferred accounts, persons that hold DMGTShares or Euromoney Shares as part of a straddle, hedging transaction, conversion transaction,constructive sale, synthetic security or other integrated transactions, or other similar arrangements,persons that acquired DMGT Shares in connection with the exercise of employee stock options orotherwise as compensation for services, brokers or dealers in securities or foreign currencies,traders in securities electing to mark to market, regulated investment companies or real estatetrusts, US persons whose functional currency (as defined in the US IR Code) is not the US dollaror persons that are required to report income no later than when such income is reported in an‘‘applicable financial statement.’’

This discussion is based on existing provisions of the US IR Code, its legislative history, existingfinal, temporary and proposed US Treasury Regulations promulgated thereunder, administrativepronouncements or practice, judicial decisions and interpretations of the foregoing, all as of thedate hereof. Future legislative, judicial or administrative modifications, revocations or interpretations,which may or may not be retroactive, may result in US federal income tax consequencessignificantly different from those discussed herein. This discussion is not binding on the UnitedStates Internal Revenue Service (the ‘‘IRS’’). No ruling has been or will be sought or obtained fromthe IRS with respect to any of the US federal income tax consequences discussed herein. Therecan be no assurance that the IRS will not challenge any of the conclusions described herein andthat a United States court will not sustain such challenge.

For purposes of this discussion, a ‘‘US Holder’’ is a Fully Participating Shareholder that is abeneficial owner of A Shares that is: (a) an individual who is a citizen of the United States or aresident alien; (b) a corporation (or other entity treated as a corporation for U.S. federal income taxpurposes) created or organized under the laws of the United States or any state thereof or theDistrict of Columbia; (c) an estate the income of which is subject to U.S. federal income taxationregardless of its source; or (d) a trust (A) if a court within the United States is able to exerciseprimary supervision over its administration, and one or more U.S. persons have authority to controlall substantial decisions of the trust or (B) that has a valid election in effect under applicable USTreasury Regulations to be treated as a U.S. person.

If a partnership (or other entity or arrangement treated as a partnership for US federal taxpurposes) is a Fully Participating Shareholder, the tax treatment of a partner (or other owner) ofsuch partnership will generally depend upon the status of the partner and the activities of thepartnership. A US person that is an owner or partner of a pass-through entity that is a FullyParticipating Shareholder is urged to consult its own tax adviser regarding the tax consequences ofthe Proposed Distributions and of owning and disposing of Euromoney Shares. This summary is ofa general nature only and is not intended to be tax advice to any US Holder, and norepresentation with respect to the tax consequences to any particular investor is made. US Holdersare urged to consult their own tax adviser with respect to the income tax considerations relevant tothem, with regard to their particular circumstances.

3.1 U.S. Federal Income Tax Consequences of the Proposed Distributions

If the Proposal is implemented, a fixed number of A Shares held by Fully ParticipatingShareholders will be converted into, and re-designated as, B Shares. The B Shares will beoutstanding only for a short period of time, will not be transferrable without the writtenconsent of the DMGT Board (and, accordingly, it is not anticipated that, other than in respectof the tranformation of pending transactions as referred to in question 9 of Part II (Furtherinformation on the Proposal), any B Shares will be transferred between the Conversion

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Effective Time and the automatic conversion of the B Shares into Deferred B Shares), andare, for US federal income tax purposes, although there is no authority directly on this point,expected to be transitory and disregarded as a mechanic to permit the functional equivalentof a non-pro rata distribution of the Special Dividend and Euromoney Distribution in exchangefor A Shares. Once the Euromoney Distribution has been made and the Special Dividend hasbeen paid, the B Shares will convert automatically into Deferred B Shares before beingtransferred to the Company without consideration and cancelled (see further question 5 ofPart II (Further information on the Proposal)). As a result of the implementation of theProposal and the transfer of the Deferred B Shares to DMGT without consideration and theirsubsequent cancellation, Fully Participating Shareholders will own a smaller percentage ofDMGT than they owned before such transactions. Although there is no authority directly onpoint, it is expected that the Conversion, taken together with the Proposed Distributions, theautomatic conversion of B Shares into Deferred B Shares and the transfer of the Deferred BShares to DMGT for no valuable consideration and their subsequent cancellation (collectively,the ‘‘Relevant Transactions’’) should be treated, for U.S. federal income tax purposes, as aredemption of the A Shares that are converted into B Shares in the Conversion in exchangefor a portion of the Special Dividend and Euromoney Shares, and the remainder of thisdiscussion assumes that will be the case.

Assuming the Relevant Transactions are treated as a redemption of A Shares that areconverted into B Shares in the Conversion as described above, the treatment for US federalincome tax purposes will depend on whether the Relevant Transactions qualify as a sale orexchange of such A Shares by the Fully Participating Shareholders under Section 302 of theUS IR Code. Under Section 302 of the US IR Code, the Relevant Transactions will be treatedas a sale or exchange of such A Shares (rather than as a corporate distribution) if theredemption (i) is ‘‘substantially disproportionate’’ with respect to the US Holder, (ii) results in a‘‘complete termination’’ of the US Holder’s interest in DMGT or (iii) is ‘‘not essentiallyequivalent to a dividend’’ with respect to the US Holder. These three tests are explained morefully below.

In determining whether any of the foregoing tests are satisfied, a US Holder takes intoaccount not only A Shares actually owned by the US Holder, but also A Shares that areconstructively owned by it. A US Holder may constructively own, in addition to shares owneddirectly, shares owned by certain related individuals and entities in which the US Holder hasan interest or that have an interest in such US Holder, as well as any shares the US Holderhas a right to acquire by exercise of an option, which would generally include A Shares.

In order to meet the substantially disproportionate test, the percentage of outstanding DMGTvoting shares actually and constructively owned by the US Holder immediately following theRelevant Transactions must, among other requirements, be less than 80% of the percentageof outstanding DMGT voting shares actually and constructively owned by the US Holderimmediately before the Relevant Transactions. The substantially disproportionate test will notbe relevant here.

There will be a complete termination of a US Holder’s interest if either: (i) all DMGT Sharesactually and constructively owned by the US Holder are redeemed; or (ii) all DMGT Sharesactually owned by the US Holder are redeemed and the US Holder is eligible to waive, andeffectively waives in accordance with specific rules, the attribution of shares owned by certainfamily members and the US Holder does not constructively own any other shares. Thecomplete termination test will generally not be relevant here.

The redemption of the A Shares will not be essentially equivalent to a dividend if it results ina ‘‘meaningful reduction’’ of a US Holder’s proportionate interest in DMGT. Whether theProposed Distributions will result in a meaningful reduction in a US Holder’s proportionateinterest in DMGT will depend on the particular facts and circumstances. However, the IRShas indicated in a published ruling that even a small reduction in the proportionate interest ofa small minority shareholder in a publicly held corporation who exercises no control overcorporate affairs may constitute such a ‘‘meaningful reduction.’’

Based on above, although there is no authority directly on point, it is expected that theRelevant Transactions will not be essentially equivalent to a dividend because the RelevantTransactions will result in a ‘‘meaningful reduction’’ of a US Holder’s proportionate interest in

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DMGT. In that case, the Relevant Transactions would be treated as a sale or exchange, forU.S. federal income tax purposes, of the A Shares that are converted into B Shares in theConversion.

Assuming that the Proposed Distributions are treated as a sale of the A Shares that areconverted into B Shares in the Conversion, a US Holder will generally recognise a capitalgain or loss equal to the difference between the amount realised on such sale or exchange(or, if the amount realised is denominated in pounds sterling, its US dollar equivalent,determined by reference to the GBP/USD spot rate of exchange on the date of disposition)and the tax basis of such US Holder’s DMGT Shares. The amount a US Holder realises forUS federal income tax purposes in the Relevant Transactions will be the US dollar fair marketvalue of the Euromoney Shares received and the amount of cash received in the SpecialDividend. DMGT will determine the fair market value of the Euromoney Shares a US Holderreceives after the Proposed Distributions, based on a number of factors that will include,without limitation, the trading price of the Euromoney Shares at or near the date of theProposed Distributions. After DMGT makes this determination (if required and within the timelimit required by the US IR Code), DMGT will report to US Holders and to the IRS the fairmarket value of the Euromoney Shares distributed. Any gain or loss will be a long-termcapital gain or loss if the DMGT Shares have been held for more than one year and will beshort-term gain or loss if the holding period is equal to or less than one year. Any gain orloss will generally be considered US source gain or loss for US foreign tax credit purposes.Long-term capital gains of non-corporate taxpayers are eligible for preferential rates oftaxation. For both corporate and non-corporate taxpayers, limitations apply to the deductibilityof capital losses. In computing a US Holder’s tax basis, a US Holder who purchased oracquired A Shares on different dates or at different prices may be able to identify, pursuant toapplicable US Treasury Regulations, the shares that are treated as sold as a result of theProposed Distributions. A US Holder who purchased A Shares on different dates or atdifferent prices is urged to consult its own tax advisor regarding the determination of its taxbasis in its A Shares. For US federal income tax purposes, a US Holder will acquire an initialtax basis in Euromoney Shares equal to the US dollar fair market value of the stock receivedby such US Holder as of the distribution date. A US Holder’s holding period for EuromoneyShares will begin on the day after the distribution date.

There is no assurance that the IRS or the courts will agree that the amount realised withrespect to the Euromoney Shares by a US Holder is the amount that DMGT determines, andit is possible that the IRS and the courts will ultimately determine that US Holders, or someof them, received a larger amount for US federal income tax purposes. If the IRS were tochallenge the amount reportable by any US Holder on the US Holder’s US federal income taxreturn, then the US Holder would have to bear the expenses and effort of defending againstor otherwise resolving the challenge.

The foregoing discussion of the US tax consequences of the Relevant Transactions for USHolders assumes that based on the composition and nature of DMGT’s income, assets andoperations, DMGT is not and has never been a PFIC. If DMGT is or has been a PFIC in anyyear in which a US Holder held DMGT Shares, adverse consequences could result for suchUS Holder as a result of the Proposed Distributions. US Holders are urged to consult withtheir own tax advisors regarding the PFIC rules if they were to be relevant with respect toDMGT.

3.2 Ownership of Euromoney Shares

Subject to the application of the PFIC rules discussed below, US Holders will include in theirgross income the gross amount of any distribution received with respect to EuromoneyShares, to the extent paid out of Euromoney’s current or accumulated earnings and profits(as determined for US federal income tax purposes), as ordinary income. As discussed below,for certain US Holders, dividends may be eligible for a reduced rate of taxation. The amountof property distributed other than cash will be the fair market value of such property on thedate of the distribution. Dividends received by a US Holder will not be eligible for the‘‘dividends-received deduction’’ allowed to US corporations in respect of dividends receivedfrom other US corporations. To the extent that an amount received by a US Holder exceedssuch US Holder’s allocable share of Euromoney’s earnings and profits, such excess will beapplied first to reduce such US Holder’s tax basis in its Euromoney Shares, therebyincreasing the amount of gain or decreasing the amount of loss recognized on a subsequent

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disposition of the shares. Then, to the extent such distribution exceeds such US Holder’s taxbasis in its Euromoney Shares, such excess will be treated as capital gain. However, DMGTdoes not expect that Euromoney will maintain calculations of earnings and profits inaccordance with US federal income tax principles, and US Holders should therefore assumethat any distribution by Euromoney with respect to shares will constitute ordinary dividendincome. The amount of the dividend will be the US dollar value of the pounds sterlingpayments received. This value will be determined at the spot GBP/USD spot rate on the datethe shareholder is required to include the dividend in income, regardless of whether thedividend payment is in fact converted into US dollars at that time. If pounds sterling paymentsreceived as a dividend are not converted into US dollars on the date of receipt, a US Holderwill have basis in such pounds sterling equal to their US dollar value on the date of receipt,and any foreign currency gains or losses resulting from the conversion of the pounds sterlingwill generally be treated as US source ordinary income or loss. If the pounds sterling receivedas a dividend are converted into US dollars on the date of receipt, a US Holder will generallynot be required to recognize foreign currency gain or loss in respect of the dividend income.

Subject to applicable limitations and provided that: (i) Euromoney is eligible for the benefits ofthe Convention Between the Government of the United States of America and theGovernment of the United Kingdom of Great Britain and Northern Ireland for the Avoidance ofDouble Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income andon Capital Gains, signed 24 July 2001, as amended; and (ii) Euromoney is not classified as aPFIC in the tax year of distribution or in the preceding tax year, dividends paid by Euromoneyto non-corporate US Holders, including individuals, generally would be treated as qualifieddividends for US federal income tax purposes and eligible for the preferential tax ratesapplicable to long-term capital gains, provided certain holding period and other conditions aresatisfied. US Holders should assume that any amount of such distributions will not be eligiblefor the dividends-received deduction available to certain US corporate shareholders.

3.3 Sale, Exchange or Other Taxable Disposition of Euromoney Shares

Subject to the PFIC rules discussed below, upon a sale, exchange or other taxabledisposition of a Euromoney Share, a US Holder will generally recognise a capital gain or lossequal to the difference between the amount realised on such sale or exchange (or, if theamount realised is denominated in pounds sterling, its US dollar equivalent, determined byreference to the GBP/USD spot rate of exchange on the date of disposition) and such USHolder’s tax basis in such Euromoney Share. Any gain or loss will be a long-term capital gainor loss if the Euromoney Share has been held for more than one year and will be short-termgain or loss if the holding period is equal to or less than one year. Any gain or loss willgenerally be considered US source gain or loss for US foreign tax credit purposes. Long-termcapital gains of non-corporate taxpayers are eligible for preferential rates of taxation. Thedeductibility of capital losses is subject to limitations under the US IR Code.

If a US Holder receives pounds sterling on the sale of Euromoney Shares, generally any gainor loss resulting from currency exchange fluctuations during the period from the date of thesale of such shares to the date the sales proceeds are converted into US dollars will betreated as ordinary income or loss that is US source and will not be eligible for thepreferential tax rates applicable to long-term capital gains.

3.4 Passive Foreign Investment Company Considerations Relating to Euromoney

Special US federal income tax rules apply to US persons owning stock of a PFIC. A non-UScorporation is classified as a PFIC if, for any taxable year, after taking into account theincome and assets of the corporation and certain subsidiaries pursuant to applicable ‘‘look-through rules’’, either: (i) 75 per cent or more of its gross income constitutes ‘‘passiveincome’’; or (ii) 50 per cent or more of the quarterly average value of its assets is attributableto assets which produce, or are held for the production of, passive income. For this purpose,‘‘passive income’’ generally includes interest, dividends, rents, royalties, annuities, certaingains from the sale of stock and securities, and certain gains from commodities transactions.Based on the composition and nature of Euromoney’s income, assets and operations fromdiscussions with Euromoney management and a review of publicly-available information inEuromoney reports, it is not expected that Euromoney is a PFIC or will be a PFIC for itscurrent taxable year. However, the determination as to whether Euromoney is a PFIC for anytaxable year is based on the application of complex US federal income tax rules, which are

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subject to differing interpretations. Whether Euromoney will be a PFIC for any tax year is afactual determination made on an annual basis and depends on the composition and value ofEuromoney’s assets and the amount and type of Euromoney’s income over the course ofeach such tax year, as well as certain factors which are beyond the control of DMGT,including the market price of Euromoney Shares. As a result, PFIC status cannot be predictedwith certainty as of the date of this circular. Because of the above described uncertainties,there can be no assurance that the IRS will not challenge any determination relating toEuromoney’s PFIC status or that Euromoney will not be a PFIC for any taxable year. USHolders are urged to consult their own tax advisors regarding the application of PFIC rules totheir investments in Euromoney Shares.

In any year in which Euromoney is classified as a PFIC during a US Holder’s holding period,such US Holder would be subject to special adverse rules, including taxation at maximumordinary income rates plus an interest charge on both gains on sale and certain dividends,unless such US Holder makes an election to be taxed under an alternative regime. Certainelections may be available to US Holders if Euromoney were classified as a PFIC.Additionally, a US Holder would be required to file an annual report with the IRS containingsuch information as US Treasury Regulations and/or other IRS guidance may require. Afailure to satisfy such reporting requirements may result in penalties and an extension of thetime period during which the IRS can assess a tax. US Holders are urged to consult theirown tax advisors regarding the requirements of filing such information returns under theserules, including the requirement to file an IRS Form 8621.

Each US Holder is urged to consult its own tax advisors concerning the US federal incometax consequences of holding Euromoney Shares if Euromoney is considered a PFIC in anytaxable year.

3.5 Medicare Tax on Net Investment Income

Certain US Holders that are individuals, estates or trusts (other than trusts that are exemptfrom tax) will be subject to a 3.8% tax on all or a portion of their ‘‘net investment income,’’which includes dividends on Euromoney Shares, as well as net gains from the disposal ofEuromoney Shares.

3.6 Information Reporting and Backup Withholding

Information reporting might apply to the Relevant Transactions and any dividends paid inrespect of Euromoney Shares and proceeds from the sale, exchange, or other disposition ofsuch Euromoney Shares within the United States. Backup withholding (at a rate of 24 percent) might apply to such payments made to a US Holder unless the US Holder furnishes itstaxpayer identification number, certifies that such number is correct, certifies that such USHolder is not subject to backup withholding and otherwise complies with the applicablerequirements of the backup withholding rules.

Certain US Holders, including corporations, are generally not subject to backup withholdingand information reporting requirements, if they properly demonstrate their eligibility forexemption. US persons who are required to establish their exempt status must generallyprovide IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Backupwithholding is not an additional tax. Any amounts withheld under the backup withholding ruleswill be allowed as a refund or credit against the US Holder’s federal income tax liability,provided that the required information is furnished to the IRS in a timely manner.

3.7 Required Disclosure with respect to Foreign Financial Assets

Certain US Holders are required to report information relating to an interest in EuromoneyShares, subject to certain exceptions (including an exception for shares held in accountsmaintained by certain financial institutions), by attaching a completed IRS Form 8938,Statement of Specified Foreign Financial Assets, with their tax return for each year in whichthey hold an interest in the shares. US Holders are urged to consult their own tax advisorsregarding information reporting requirements relating to their ownership of Euromoney Shares.

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Part IV

Additional information

1. Responsibility statements

The DMGT Directors, whose names are set out in paragraphs 2.1 and 2.2 of this Part IV(Additional information), each accept responsibility for the information contained in this document,except that the only responsibility accepted by them in respect of the information contained in thisdocument relating to Euromoney is to ensure that such information has been correctly and fairlyreproduced or presented. Subject to the aforesaid, to the best of the knowledge and belief of suchDMGT Directors (who have taken all reasonable care to ensure that such is the case), theinformation contained in this document for which they are responsible is in accordance with thefacts and does not omit anything likely to affect the import of such information.

2. DMGT Directors

2.1 The Independent Committee Directors and their principal functions are as follows:

Name Current Position

Kevin Parry Independent Non-Executive Director and Chairman ofthe Independent Committee

JP Rangaswami Independent Non-Executive DirectorDominique Trempont Independent Non-Executive Director

2.2 The other members of the DMGT Board and their principal functions are as follows:

Name Current Position

Lord Rothermere Executive ChairmanPaul Zwillenberg Chief Executive OfficerTim Collier Chief Financial OfficerKevin Beatty Executive DirectorLady Keswick Independent Non-Executive DirectorAndrew Lane Non-Executive DirectorFrancois Morin Non-Executive DirectorDavid Nelson Non-Executive DirectorHeidi Roizen Independent Non-Executive Director

2.3 The registered office of DMGT and the business address of each member of the DMGTBoard is Northcliffe House, 2 Derry Street, Kensington, London W8 5TT.

3. DMGT’s pension schemes

The DMGT Board has considered its wider stakeholder obligations and the impact of thetransaction on the Group’s defined benefit pension schemes and will be making available£117 million in respect of the pension schemes. As at 31 March 2018, the pension schemes werec.96 per cent. funded on an ongoing funding basis. Pension scheme asset and liability values areinherently volatile and fluctuate over time meaning a new deficit could emerge at future valuationdates. In light of the forthcoming actuarial valuations as at 31 March 2019, the Chief FinancialOfficer is working with the trustees of the pension schemes to finalise these arrangements.

4. DMGT Share Schemes

If the Proposed Distributions receive the necessary approvals, DMGT’s intention is that the holdersof outstanding options and awards granted under the Employee Share Schemes should neither beadvantaged nor disadvantaged by the implementation of the Proposal compared with FullyParticipating Shareholders. The Remuneration & Nominations Committee will consider what steps itshould take to achieve this and will notify the holders of options and awards in due course.

Participants in the SIP will, following the Euromoney Distribution, hold Euromoney Shares outsidethe terms of the SIP. Special Dividends paid in relation to B Shares held in the SIP will bereinvested to purchase further A Shares which will be held in the SIP and subject to its terms.

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5. Notice to US shareholders

The Euromoney Shares have not been, and will not be, registered under the US Securities Act orunder the securities laws of any state or other jurisdiction of the United States and may not beresold within the United States, except pursuant to an applicable exemption from, or in atransaction not subject to, the registration requirements of the US Securities Act and in compliancewith any applicable securities laws of any state or other jurisdiction of the United States. TheEuromoney Distribution does not constitute a sale of Euromoney Shares for the purposes of USsecurities laws.

Euromoney is not a reporting company for the purposes of the US Securities Exchange Act and itis expected that Euromoney will rely on an exemption from registration under the US SecuritiesExchange Act provided by Rule 12g3-2(b) thereunder.

DMGT and Euromoney are companies incorporated in England and Wales, whose shares are listedon the London Stock Exchange. As such, each company is subject to the disclosure requirements,rules and practices applicable to companies listed on the London Stock Exchange, which differfrom the requirements, rules and practices that would apply to companies organised in jurisdictionsin the United States and listed on a securities exchange in the United States. This document hasbeen prepared in accordance with UK style and practices for the purposes of complying withEnglish law and the Listing Rules. The financial information relating to DMGT and Euromoney setforth in Part V (Financial Information) of this document has been prepared in accordance with IFRSand, therefore, may not be wholly comparable to financial information or financial statements of USlisted companies.

6. Incorporation by reference

Parts of other documents are incorporated by reference in, and form part of, this document.

Part V (Financial information) of this document and questions 38 and 42 in Part II (Furtherinformation on the Proposal) set out which sections of such documents are incorporated into thisdocument.

7. Other information

Lazard has given and not withdrawn its consent to the issue of this document with the inclusion ofthe references to its name in the form and context in which they appear.

J.P. Morgan Cazenove has given and not withdrawn its consent to the issue of this document withthe inclusion of the references to its name in the form and context in which they appear.

Credit Suisse has given and not withdrawn its consent to the issue of this document with theinclusion of the references to its name in the form and context in which they appear.

8. Documents available for inspection

Copies of the following documents may be inspected during normal business hours on anyweekday (Saturdays, Sundays, public holidays and bank holidays excepted) at the registered officeof DMGT at Northcliffe House, 2 Derry Street, Kensington, London W8 5TT up to and including thedate of the Class Meeting:

* the DMGT Articles;

* the New DMGT Articles;

* the written consents of Lazard, J.P. Morgan Cazenove and Credit Suisse; and

* this document and the Form of Proxy.

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Part V

Financial information

Part A: Historical financial information relating to DMGT

1. Background

The consolidated financial statements of DMGT for the financial year ended 30 September 2017,as set out in the annual report of DMGT for 2017, and the consolidated financial statements ofDMGT for the financial year ended 30 September 2018, as set out in the annual report of DMGTfor 2018, are incorporated by reference into this document.

The consolidated financial statements of DMGT for the financial years ended 30 September 2017and 30 September 2018 were prepared in accordance with IFRS.

2. Cross-reference list

The following list is intended to enable investors to identify easily specific items of informationwhich have been incorporated by reference into this document. A copy of each of these documentsincorporated by reference into this document can be accessed on DMGT’s website atwww.dmgt.com.

2.1 IFRS financial statements for the financial year ended 30 September 2017 and the auditreport thereon

The page numbers below refer to the relevant pages of the annual report and accounts ofDMGT for the financial year ended 30 September 2017:

Section Page number(s)

Independent auditor’s report 86-92Consolidated income statement 93Consolidated statement of comprehensive income 94Consolidated statement of changes in equity 95Consolidated statement of financial position 96-97Consolidated cash flow statement 98Notes to the accounts 99-187

2.2 IFRS financial statements for the financial year ended 30 September 2018 and the auditreport thereon

The page numbers below refer to the relevant pages of the annual report and accounts ofDMGT for the financial year ended 30 September 2018:

Section Page number(s)

Independent auditor’s report 82-88Consolidated income statement 89Consolidated statement of comprehensive income 90Consolidated statement of changes in equity 91Consolidated statement of financial position 92-93Consolidated cash flow statement 94Notes to the accounts 95-184

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Part B: Historical financial information relating to Euromoney

1. Background

The consolidated financial statements of Euromoney for the financial year ended 30 September2017, as set out in the annual report of Euromoney for 2017, and the consolidated financialstatements of Euromoney for the financial year ended 30 September 2018, as set out in theannual report of Euromoney for 2018, are incorporated by reference into this document.

The consolidated financial statements of Euromoney for the financial years ended 30 September2017 and 30 September 2018 were prepared in accordance with IFRS.

2. Cross-reference list

The following list is intended to enable investors to identify easily specific items of informationwhich have been incorporated by reference into this document. A copy of each of these documentsincorporated by reference into this document can be accessed on Euromoney’s website atwww.euromoneyplc.com/investor-relations/reports-and-presentations.

2.1 IFRS financial statements for the financial year ended 30 September 2017 and the auditreport thereon

The page numbers below refer to the relevant pages of the annual report and accounts ofEuromoney for the financial year ended 30 September 2017:

Section Page number(s)

Independent auditor’s report 76-83Consolidated income statement 84Consolidated statement of comprehensive income 85Consolidated statement of financial position 86-87Consolidated statement of changes in equity 88Consolidated statement of cash flows 89-90Notes to the accounts 91-143

2.2 IFRS financial statements for the financial year ended 30 September 2018 and the auditreport thereon

The page numbers below refer to the relevant pages of the annual report and accounts ofEuromoney for the financial year ended 30 September 2018:

Section Page number(s)

Independent auditor’s report 79-87Consolidated income statement 88Consolidated statement of comprehensive income 89Consolidated statement of financial position 90-91Consolidated statement of changes in equity 92Consolidated cash flow statement 93Notes to the accounts 94-147

3. Trading update

Euromoney’s most recent trading update was published on 1 February 2019 and can beaccessed at https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/ERM/13954497.html.

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Part VI

Pro forma financial information

The table below shows an illustrative pro-forma restatement of DMGT’s key affected financialmetrics for FY 2018, assuming the Proposed Distributions and the additional funding of the Group’sdefined benefit pension schemes had taken place on 1 October 2017. No other adjustments havebeen made:

FY 2018Reported

FY 2018Pro Forma

Share of adjusted operating profits of JVs and associates £74 million £18 millionAdjusted profit before tax £182 million £121 millionAdjusted EBITDA (excl. JVs and associates) £205 million £205 millionAdjusted EBITDA (incl. JVs and associates) £288 million £229 millionAdjusted earnings per share 42.2 pence 44.2 penceAs at 30 September 2018 Reported Pro FormaInvestments in associates £770 million £73 millionNet cash / (debt) £233 million (£88 million)Pension schemes’ surplus [IAS19 (revised)] £244 million £361 millionNet assets £1,675 million £776 million

Notes:

A 2.00 per cent. effective interest rate is assumed for both the loss of interest receivable and the incremental interest payable dueto the change from a net cash to a net debt position.

DMGT’s net debt:EBITDA ratio is based on EBITDA including JVs and associates.

The movements in net cash and pension schemes’ surplus include the full amount being made available to the Group’s definedbenefit pension schemes.

The movement in net cash includes the benefit of a £29 million, 36 per cent. reduction in dividend cash outflows, from £81 million to£52 million, exceeding a £17 million reduction in dividend cash inflows as a result of the Euromoney Distribution.

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Part VII

Definitions

The following definitions apply throughout this document unless the context requires otherwise.

‘‘£’’, ‘‘pounds sterling’’ or‘‘pence’’

the lawful currency of the United Kingdom;

‘‘A Shareholders’’ the holders of the A Shares from time to time;

‘‘A Shares’’ the A ordinary non-voting shares of 12.5 pence each in the capitalof DMGT;

‘‘B Shares’’ the B Shares of 12.5 pence each proposed to be created in theshare capital of DMGT pursuant to the Proposal, having the rightsand privileges and being subject to the restrictions set out in theNew DMGT Articles;

‘‘business day’’ a day (other than a Saturday, Sunday, public or bank holiday) onwhich banks are generally open for the transaction of business inLondon, United Kingdom;

‘‘C Shares’’ the C Shares of 12.5 pence each proposed to be created in theshare capital of DMGT pursuant to the Proposal, having the rightsand privileges and being subject to the restrictions set out in theNew DMGT Articles;

‘‘Cash Distribution’’ has the meaning given to that expression in Part I (Letter from theChairman of the Independent Committee);

‘‘certificated’’ or ‘‘in certificatedform’’

in relation to a share or other security which is not in uncertificatedform (i.e., not in CREST);

‘‘Class Meeting’’ the class meeting of Fully Participating Shareholders to be heldpursuant to the Notice of Class Meeting, including any adjournedmeeting;

‘‘Companies Act’’ the UK Companies Act 2006;

‘‘Company’’ or ‘‘DMGT’’ Daily Mail and General Trust plc, incorporated in England andWales with registered number 00184594;

‘‘Conversion’’ the conversion of: (i) Fully Participating A Shares into B Shares;and (ii) Rothermere Affiliated A Shares into C Shares;

‘‘Conversion Effective Time’’ 8.00 a.m. on 1 April 2019 (or such other time and/or datedetermined by the DMGT Directors or any duly authorisedcommittee thereof);

‘‘Conversion Record Time’’ 6.00 p.m. on 29 March 2019 (or such other time and/or datedetermined by the DMGT Directors or any duly authorisedcommittee thereof);

‘‘Credit Suisse’’ Credit Suisse International, financial advisers to the IndependentCommittee;

‘‘CREST’’ the relevant system (as defined in the CREST Regulations) inrespect of which Euroclear is the Operator (as defined in theCREST Regulations) in accordance with which securities may beheld and transferred in uncertificated form;

‘‘CREST Manual’’ the rules governing the operation of CREST, consisting of theCREST Reference Manual, CREST International Manual,CREST Central Counterparty Service Manual, CREST Rules,Registrars Service Standards, Settlement Discipline Rules,CCSS Operations Manual, Daily Timetable, CREST ApplicationProcedure and CREST Glossary of Terms (all as defined in theCREST Glossary of Terms promulgated by Euroclear on 15 July1996);

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‘‘CREST Proxy Instruction’’ the appropriate CREST message properly authenticated inaccordance with Euroclear’s specifications and which containsthe information required for such instructions, as described in theCREST Manual;

‘‘CREST Regulations’’ the Uncertificated Securities Regulations 2001 (SI 2001 No.3755);

‘‘Deferred B Shares’’ the deferred B shares of 12.5 pence each proposed to be createdin the share capital of DMGT pursuant to the Proposal, having therights and privileges and being subject to the restrictions set out inthe New DMGT Articles;

‘‘Deferred C Shares’’ the deferred C shares of 12.5 pence each proposed to be createdin the share capital of DMGT pursuant to the Proposal, having therights and privileges and being subject to the restrictions set out inthe New DMGT Articles;

‘‘Disclosure and TransparencyRules’’

the disclosure guidance and transparency rules of the FCA madein accordance with section 73A of the FSMA;

‘‘Distribution Record Time’’ 6.00 p.m. on 1 April 2019 (or such other time and/or datedetermined by the DMGT Directors or any duly authorisedcommittee thereof);

‘‘DMGT Articles’’ the articles of association of DMGT;

‘‘DMGT Board’’ the board of directors of DMGT;

‘‘DMGT Directors’’ the directors of DMGT from time to time;

‘‘DMGT EBT Trustee’’ Baccata Trustees Limited (acting in its capacity as the trustee ofthe DMGT employee benefit trust);

‘‘DMGT Shareholders’’ the holders of DMGT Shares from time to time;

‘‘DMGT Shares’’ all of the issued share capital in the Company from time to time;

‘‘DMGT’s Registrar’’ or‘‘Equiniti’’

Equiniti Limited of Aspect House, Spencer Road, Lancing, WestSussex BN99 6DA;

‘‘Employee Share Schemes’’ the DMGT Long-Term Incentive Plan 2017, the DMGT Long-Term Incentive Plan 2012 and any other individual long-termincentive award arrangement maintained by DMGT, the DMGTDeferred Bonus Plan and the DMGT 2006 Executive ShareOption Scheme;

‘‘Euromoney’’ Euromoney Institutional Investor plc, incorporated in England andWales with registered number 00954730;

‘‘Euromoney Distribution’’ the distribution in specie of Euromoney Shares held at theDistribution Record Time to holders of the B Shares as shown onDMGT’s register of members at the Distribution Record Time;

‘‘Euromoney Shares’’ the ordinary shares of 0.25 pence each in the capital ofEuromoney;

‘‘Euroclear’’ Euroclear UK & Ireland Limited, a private limited companyincorporated in England and Wales with registered number02878738;

‘‘Financial Conduct Authority’’or ‘‘FCA’’

the UK Financial Conduct Authority or any successor authority orauthorities;

‘‘Form of Proxy’’ the form of proxy for use at the Class Meeting, whichaccompanies this document;

‘‘FSMA’’ the Financial Services and Markets Act 2000;

‘‘Fully Participating A Shares’’ approximately 46.41 per cent. of the A Shares held by or onbehalf of each Fully Participating Shareholder;

‘‘Fully ParticipatingShareholders’’

the holders of A Shares (excluding treasury shares) from time totime, but excluding the Rothermere Affiliated Shareholders and

39

the DMGT EBT Trustee (including, in each case, any custodian ornominee to the extent that A Shares are held on their behalf bysuch custodian or nominee);

‘‘FY 2018’’ the financial year ended 30 September 2018;

‘‘General Meeting’’ the general meeting of the Company held in connection with theProposal on 4 March 2019;

‘‘Group’’ DMGT and its subsidiaries and subsidiary undertakings from timeto time;

‘‘HMRC’’ Her Majesty’s Revenue and Customs;

‘‘holder’’ includes a person entitled by transmission;

‘‘IFRS’’ International Financial Reporting Standards within the meaning ofthe IAS Regulation 1606/2002 to the extent applicable to therelevant financial statements;

‘‘Independent Committee’’ the independent committee of the DMGT Board established inaccordance with DMGT’s Articles in connection with the Proposal;

‘‘Independent CommitteeDirectors’’

the members of the Independent Committee of the DMGT Board;

‘‘IRS’’ United States Internal Revenue Service;

‘‘ISIN’’ International Securities Identification Number;

‘‘J.P. Morgan Cazenove’’ J.P. Morgan Securities plc (which conducts its UK investmentbanking business as J.P. Morgan Cazenove), financial advisersto the Independent Committee;

‘‘Lazard’’ Lazard & Co., Limited, independent financial advisers to theIndependent Committee;

‘‘Listing Principles’’ the listing principles set out in Chapter 7 of the Listing Rules;

‘‘Listing Rules’’ the listing rules of the FCA made in accordance with section 73Aof the FSMA;

‘‘London Stock Exchange’’ London Stock Exchange plc;

‘‘Mid-Market Price’’ the mid-market price or other official published price of a securityas at the close of business on the relevant business day aspublished by the London Stock Exchange;

‘‘New DMGT Articles’’ the articles of association of DMGT as amended by a resolutionpassed at the General Meeting (conditional on certain matters);

‘‘Notice of Class Meeting’’ the notice to Fully Participating Shareholders in respect of theClass Meeting set out in Part VIII of this document;

‘‘Official List’’ the Official List of the FCA;

‘‘Ordinary Shareholders’’ the holders of the Ordinary Shares from time to time;

‘‘Ordinary Shares’’ the ordinary voting shares of 12.5 pence each in the capital ofDMGT;

‘‘PFIC’’ a passive foreign investment company;

‘‘Proposal’’ the proposal that is the subject matter of this document, as furtherdescribed in Part II (Further information on the Proposal),including: (i) the Conversion; (ii) the Proposed Distributions; and(iii) the automatic conversion of B Shares into Deferred B Sharesand C Shares into Deferred C Shares;

‘‘Proposed Distributions’’ the Euromoney Distribution, the Special Dividend and theRestricted Special Dividend;

‘‘RCL’’ Rothermere Continuation Limited, incorporated in Bermuda withregistered number EC-20361;

‘‘Registrar of Companies’’ the Registrar of Companies in England and Wales;

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‘‘Relevant Transactions’’ has the meaning given to that expression in Part III (Taxation);

‘‘Resolution’’ the resolution set out in the Notice of Class Meeting;

‘‘Restricted Special Dividend’’ the proposed special dividend of 647.00000 pence per C Share;

‘‘RIL’’ Rothermere Investments Limited, incorporated in Jersey withregistered number 41260;

‘‘RIS’’ or ‘‘RegulatoryInformation Service’’

an information service that is approved by the FCA and on theFCA’s list of Registered Information Services;

‘‘Rothermere AffiliatedA Shares’’

approximately 3.95 per cent. of the A Shares held by or on behalfof each Rothermere Affiliated Shareholder;

‘‘Rothermere AffiliatedShareholders’’

RCL, RIL, the WM Trust, the Rothermere Foundation and LordRothermere (including any custodian or nominee to the extentthat A Shares are held on their behalf by such custodian ornominee);

‘‘Rothermere Foundation’’ the Rothermere Foundation, a charity registered with the CharityCommission for England and Wales with charity number 314125;

‘‘SDRT’’ UK stamp duty reserve tax;

‘‘Shareholder Helpline’’ the helpline available to DMGT Shareholders in connection withthe Proposal, details of which are set out on page 3 of thisdocument;

‘‘SIP’’ the DMGT 2010 Share Incentive Plan;

‘‘Special Dividend’’ the proposed special dividend of approximately 146.79407 penceper B Share;

‘‘UK’’ or ‘‘United Kingdom’’ the United Kingdom of Great Britain and Northern Ireland;

‘‘UK Corporate GovernanceCode’’

the UK Corporate Governance Code issued by the UK FinancialReporting Council from time to time;

‘‘uncertificated’’ or ‘‘inuncertificated form’’

in relation to a share or other security, recorded on the relevantregister of the share or other security concerned as being held inuncertificated form in CREST and title to which by virtue of theCREST Regulations may be transferred by means of CREST;

‘‘United States’’ or ‘‘US’’ the United States of America, its territories and possessions, anystate of the United States and the District of Columbia;

‘‘US Holder’’ has the meaning given to that expression in Part III (Taxation);

‘‘US IR Code’’ the United States Internal Revenue Code of 1986, as amended;

‘‘US Securities Act’’ the United States Securities Act of 1933, as amended, and therules and regulations promulgated thereunder;

‘‘US Securities Exchange Act’’ the United States Securities Exchange Act of 1934, as amended,and the rules and regulations promulgated thereunder;

‘‘VAT’’ value added tax;

‘‘Voting Record Time’’ 6.30 p.m. on 22 March 2019 (or such other time or datedetermined by the DMGT Directors or any duly authorisedcommittee thereof); and

‘‘WM Trust’’ a UK trust for the benefit of Lord Rothermere and of which LadyRothermere and David Nelson are the current trustees.

For the purposes of this document, ‘‘subsidiary’’, ‘‘subsidiary undertaking’’, ‘‘undertaking’’ and‘‘associated undertaking’’ have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced,consolidated or re-enacted by or under any other enactment before or after the date of thisdocument. Where the context so admits or requires, the plural includes the singular and vice versa.

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Part VIII

Notice of Class Meeting

DAILY MAIL AND GENERAL TRUST PLC(Registered in England and Wales no. 00184594)

Notice is hereby given that a meeting of the class of Fully Participating Shareholders (as defined inthe circular of which this notice forms part) (the ‘‘Class Meeting’’) of Daily Mail and General Trustplc (the ‘‘Company’’) will be held at J.P. Morgan, 60 Victoria Embankment, London EC4Y 0JP on26 March 2019 at 2.30 p.m.

You will be asked to consider and vote on the resolution below which will be proposed as aspecial resolution.

SPECIAL RESOLUTION

THAT:

(A) each and every modification, variation, abrogation or surrender of the rights attached to theissued A ordinary non-voting shares of 12.5p each in the capital of the Company held by theFully Participating Shareholders as will or may be involved in or effected by or pursuant tothe implementation of the Proposal (as described in the circular of which this notice ofmeeting forms part) be sanctioned and approved; and

(B) the directors of the Company (or any duly authorised committee thereof) be and are herebyauthorised to carry such modification, variation, abrogation or surrender into effect and to door procure to be done all such acts and things on behalf of the Company as they considernecessary, expedient or appropriate for the purpose of giving effect thereto.

By order of the board of the Company

F. SallasCompany Secretary

Daily Mail and General Trust plcNorthcliffe House2 Derry StreetKensingtonLondonW8 5TT

5 March 2019

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NOTES TO THE NOTICE OF CLASS MEETING

Appointment of proxies

1. Fully Participating Shareholders may appoint one or more proxies to attend, speak and vote instead of him or her and youshould have received a Form of Proxy with this Notice of Class Meeting. You can only appoint a proxy using the procedures setout in these notes and the notes to the Form of Proxy. A proxy need not be a DMGT Shareholder but must attend the ClassMeeting in person.

2. Lodging a Form of Proxy or the appointment of proxies through CREST will not prevent the Fully Participating Shareholderfrom attending and voting in person. The Company will give effect to the intention of Fully Participating Shareholders andinclude votes wherever and to the fullest extent possible. Any amendments you make to any Form of Proxy must be initialledby you.

3. One of the following methods must be used in order for the proxy appointment to be valid:

(A) the Form of Proxy may be returned (together with, if requested by or on behalf of the Company, any authority under whichit is executed or a certified copy of such authority) in hard copy form by post, by courier or by hand (during normal businesshours only) to Equiniti at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; or

(B) the proxy appointment may be made online through Equiniti’s website at www.sharevote.co.uk by following the on-screeninstructions (you will need your Voting I.D., Task I.D. and Shareholder Reference Number, which is the series of numbersprinted in the box indicated on the Form of Proxy), or, if you have already registered with Equiniti’s online portfolio service,Shareview, at www.shareview.co.uk; or

(C) in the case of CREST members, the proxy appointment may be made by utilising the CREST electronic proxy appointmentservice in accordance with the procedures set out in the Notice of Class Meeting and the CREST Manual on the Euroclearwebsite (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CRESTmembers who have appointed a voting service provider(s), should refer to their CREST sponsor or voting serviceprovider(s) who will be able to take the appropriate action on their behalf,

and in each case must be received by Equiniti not less than 48 hours (excluding any part of a day that is not a working day)before the time of the Class Meeting, or in the event that the Class Meeting is adjourned not less than 48 hours before the timeof such adjourned meeting (excluding any part of such period that falls on a day that is not a working day). In respect of CRESTelectronic proxy appointments, the time of receipt will be taken to be the time from which Equiniti is able to retrieve themessage by enquiry to CREST. The Company may treat as invalid a proxy appointment sent by CREST in the circumstancesset out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

4. For those Fully Participating Shareholders not posting from the United Kingdom, the Form of Proxy may be returned in anenvelope addressed to Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA. Appropriate postage charges willbe required.

Multiple proxies

5. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to a different share orshares held by you. If you wish to appoint more than one proxy, please also indicate by inserting ‘X’ in the box provided if theproxy is one of multiple instructions being given.

6. If you wish to appoint more than one proxy, you may:

(A) photocopy the Form of Proxy, fill in the name of the proxy and the number of shares in respect of which the proxy isappointed and send the multiple forms together to Equiniti at the address in note 3 above (please ensure that all of themultiple Forms of Proxy in respect of one registered holding are sent in the same envelope, if possible); or alternatively

(B) call the Shareholder Helpline, using the phone number specified in note 20, and Equiniti will then issue you with multipleForms of Proxy.

7. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxyholder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will bedeemed to be authorised in respect of your full voting entitlement (or, if this proxy form has been issued in respect of adesignated account for a shareholder, the full voting entitlement for that designated account).

8. Where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is nogreater than the Fully Participating Shareholder’s entire holding, it is assumed that proxies are appointed in relation to differentshares, rather than that conflicting appointments have been made in relation to the same shares. There is only assumed to bea conflict where the aggregate number of shares in respect of which proxies have been appointed exceeds the FullyParticipating Shareholder’s entire holding.

9. Where two or more valid but different Forms of Proxy are delivered in respect of the same share for use at the Class Meeting,the one which is last validly deposited or received shall be treated as replacing and revoking the other Form(s) of Proxy asregards that share. Which proxy is later used will be determined on the basis of which proxy is last sent (or, if the Company isunable to determine which is last sent, last received). Proxies in the same envelope will be treated as sent and received at thesame time, to minimise the number of conflicting proxies.

10. If conflicting proxies are sent or received at the same time or if the Company is unable to determine which was sent or receivedlast in respect of (or deemed to be in respect of) an entire holding, none of them shall be treated as valid.

11. Where the aggregate number of shares in respect of which proxies are appointed exceeds a Fully Participating Shareholder’sentire holding and it is not possible to determine the order in which they were sent or received (or they were all sent or receivedat the same time), the number of votes attributed to each proxy will be reduced pro rata.

Attending in person

12. If a Fully Participating Shareholder appoints a proxy or proxies and then decides to attend the Class Meeting in person andvote on a poll using his poll card, then the vote in person will override the proxy vote(s). If the vote in person is in respect of theFully Participating Shareholder’s entire holding, then all proxy votes will be disregarded. If, however, the Fully ParticipatingShareholder votes at the Class Meeting in respect of less than the Fully Participating Shareholder’s entire holding, and theFully Participating Shareholder indicates on his polling card that all proxies are to be disregarded, that shall be the case; but ifthe Fully Participating Shareholder does not specifically revoke proxies, then the vote in person will be treated in the same wayas if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result inthe number of votes being cast exceeding the Fully Participating Shareholder’s entire holding.

43

CREST electronic proxies

13. Fully Participating Shareholders who hold A Shares in uncertificated form (i.e., in CREST) and who wish to appoint a proxy orproxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CRESTManual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed avoting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take theappropriate action on their behalf.

14. 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’s specifications and must containthe information required for such instructions, as described in the CREST Manual. The message, regardless of whether itconstitutes the appointment of a proxy or an amendment in the instruction given to a previously appointed proxy, must, in orderto be valid, be transmitted so as to be received by Equiniti Limited (ID RA19) by the latest time(s) for receipt of proxyappointments specified in note 3. For this purpose, the time of receipt will be taken to be the time (as determined by thetimestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve themessage by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxiesappointed through CREST should be communicated to the appointee through other means.

15. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear doesnot make available special procedures in CREST for any particular messages. Normal system timings and limitations willtherefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned totake (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting serviceprovider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary toensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CRESTmembers and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sectionsof the CREST Manual concerning practical limitations of the CREST system and timings.

16. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in the CREST Regulations.

17. If the Form of Proxy is signed by someone else on behalf of the Fully Participating Shareholder, their authority to sign must bereturned with the Form of Proxy.

18. A Fully Participating Shareholder which is a corporation may authorise a person or persons to act as its representative(s) at theClass Meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporationcould exercise if it were an individual Fully Participating Shareholder, provided that if they do so in relation to the same shares:(i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and (ii) inother cases, the power is treated as not exercised. It is therefore no longer necessary to nominate a designated corporaterepresentative.

19. In the case of joint holders, the vote of the senior Fully Participating Shareholder who tenders a vote, whether in person or byproxy, will be accepted to the exclusion of the vote(s) of other joint holders. For this purpose, seniority of the joint holders will bedetermined by the order in which the names of the joint holders stand in the Company’s register of members in respect of thejoint holding (the first-named being the most senior).

20. If you are in any doubt about completing the Form of Proxy please call the Shareholder Helpline on 0333 207 6536 (from withinthe UK) or on +44 121 415 0286 (if calling from outside the UK). Calls to the 0333 207 6536 number are charged at 8 pence perminute (excluding VAT) plus network extras. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday(except UK public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicableinternational rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomlymonitored for security and training purposes. Please note that the Shareholder Helpline operators cannot provide advice on themerits of the Proposal nor give financial, tax, investment or legal advice.

21. If you are a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ‘‘NominatedPerson’’) may, under an agreement between you and the shareholder by whom you were nominated, have a right to beappointed (or to have someone else appointed) as a proxy for the Class Meeting of Fully Participating Shareholders. If aNominated Person has no such proxy appointment right or does not wish to exercise it, you may, under any such agreement,have a right to give instructions to the shareholder as to the exercise of the voting rights.

General

22. Voting at the Class Meeting will be conducted by way of poll rather than on a show of hands.

23. Please note that the Company takes all reasonable precautions to ensure that no viruses are present in any electroniccommunication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or useof any email or attachments from the Company and recommends that the Fully Participating Shareholders subject allmessages to virus checking procedures prior to use. Any electronic communication received by the Company or Equiniti,including the lodgement of an electronic proxy form that is found to contain any virus will not be accepted.

24. Any electronic address provided either in this Notice of Class Meeting or any related documents (including the Form of Proxy)may not be used to communicate with the Company for any purposes other than those expressly stated.

25. Copies of the New DMGT Articles are available for inspection at the offices of the Company during normal business hours on aweekday until the opening of business on the day on which the meeting is held and will also be available for inspection at theplace of the meeting for at least fifteen minutes before and during the meeting.