Proposed Bonus Issue of new Ordinary Shares, Adoption of ...

The release, publication or distribution of this document and any accompanying documents (in whole or in part) in, into or from any jurisdiction other than the United Kingdom, and the allotment and issue of the Bonus Issue Shares in any jurisdiction other than the United Kingdom, may be restricted by the laws of those jurisdictions and therefore persons outside the United Kingdom into whose possession this document and/or any accompanying document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This document should be read as a whole and in conjunction with the Form of Proxy. Neither this document nor any of the accompanying documents constitute or are intended to constitute or form part of any offer, invitation or solicitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue any securities, or the solicitation of any vote or approval in connection with the Bonus Issue or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus.

Your attention is drawn to the letter from your Chairman including an explanation of the business to be conducted at the General Meeting, which is to be held on Thursday, 22 October 2020 at 10.30 a.m. at Stoke Mill, Woking Road, Guildford, GU1 1QA (or any adjournment thereof), and which contains the unanimous recommendation of the Board that you vote in favour of the Resolutions to be proposed at the General Meeting.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.If you are in any doubt as to the action you should take, you should consult your stockbroker,

bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Reach plc please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the bank,

stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted, in whole or in part, in or into any jurisdiction in which such act would constitute

a violation of the relevant laws in such jurisdiction. If you sell, transfer, have sold or otherwise have transferred part only of your holding of Shares, please retain this

document and the accompanying documents and contact immediately the bank, stockbroker or other agent through whom the sale or transfer

was effected.

Reach plc(Incorporated and registered in England

and Wales No. 82548)

Proposed Bonus Issue of new Ordinary Shares,

Adoption of new Articles of Associationand

Adoption of the Reach All-Employee Share PlanCircular to Shareholders

andNotice of General Meeting

Restrictions on attendance at the General Meeting and VotingIn view of the restrictions introduced by the UK Government in response to COVID-19, in particular current UK Government prohibitions on public gatherings and guidance on social distancing, it is intended that the General Meeting will be held with the minimum number of attendees to satisfy the requirements for a quorate meeting. The health and wellbeing of our Shareholders is of the utmost importance to Reach. Shareholders are asked not to attend the General Meeting in person and, in the interests of safety, any attempted entry to the meeting will be refused. Shareholders are strongly encouraged instead to appoint the chairman of the meeting as their proxy and provide voting instructions to the proxy in advance of the General Meeting. Further information is provided in Part I – “Chairman’s letter” of this document.

Reach continues to closely monitor the restrictions and measures the UK Government has put in place in response to COVID-19 and measures relating to the holding of general meetings and any necessary changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting through the Company’s website at https://www.reachplc.com and, where appropriate, by RIS announcement.

Please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be received by no later than 10.30 a.m. on Tuesday, 20 October 2020. If the Company later communicates to Shareholders through the Company’s website at https://www.reachplc.com and, where appropriate, by RIS announcement before the General Meeting that attendance is possible, completion and return of the Form of Proxy will not prevent you from attending and voting at the General Meeting in person.

Alternatively you can register your proxy vote electronically no later than 10.30 a.m. on Tuesday, 20 October 2020 either at www.sharevote.co.uk or CREST members can use the service provided by Euroclear. Further details are given in the notes to the Notice of General Meeting.

Your views are important to us and to ensure that engagement can continue, Shareholders are invited to submit any questions via email to [email protected] or in writing to General Meeting Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London, E14 5AP by 10:30 a.m. on Tuesday, 20 October 2020. Answers will be posted on the Company’s website following the end of the General Meeting. We will also provide a Q&A on our website in advance of the General Meeting. Questions may not be answered where (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on our website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company that the question be answered.

Listing ApplicationApplication will be made by the Company to the FCA for the Bonus Issue Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the Bonus Issue Shares to be admitted to trading on its Main Market for listed securities. Following Admission, the Bonus Issue Shares will be issued as fully paid and will rank pari passu in all respects with the Shares in issue at the time the Bonus Issue Shares are issued, including the right to receive and retain in full all dividends or other distributions made, paid or declared in respect of the Shares by reference to a record date falling after the date of issue of the Bonus Issue Shares. No application has been made or is currently intended to be made by the Company for the Bonus Issue Shares to be admitted to listing or trading on any other exchange.

The contents of this document are not to be construed as legal, business or tax advice. Recipients of this document should consult their own lawyer, financial adviser or tax adviser for legal, financial or tax advice, as appropriate.

Certain terms used in this document are defined in Part II – “Definitions and Glossary” of this document.

Additional Information for US ShareholdersThe Bonus Issue Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The Bonus Issue Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Bonus Issue Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

Overseas ShareholdersThe Bonus Issue Shares have not been, and will not be, registered under the applicable securities laws of any jurisdiction outside the United Kingdom. Accordingly, the Bonus Issue Shares may not be offered, sold, delivered or otherwise transferred, directly or indirectly, in, into or from any such jurisdiction, or to, or for, the account or benefit of citizens or residents of any such jurisdiction, except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions or as otherwise permitted under the applicable securities laws of those jurisdictions. Shareholders outside the United Kingdom are required by the Company to inform themselves about and observe any restrictions on the offer, sale or transfer of the Bonus Issue Shares.

No action has been taken by the Company to obtain any approval, authorisation or exemption to permit the allotment or issue of the Bonus Issue Shares or the possession or distribution of this document (or any other publicity material relating to the Bonus Issue Shares) in any jurisdiction other than the United Kingdom.

Reach plc Notice of General Meeting2

Unless otherwise determined by the Company or required by and permitted by applicable law and regulation, the Bonus Issue will not be implemented and documentation relating to the Bonus Issue shall not be made available, directly or indirectly, in, into or from an excluded territory where to do so would violate the laws of that jurisdiction (an “Excluded Territory”) and no person may vote their Shares with respect to the Bonus Issue at the General Meeting, or execute and deliver the Form of Proxy appointing another to vote at the General Meeting on their behalf, by any use, means, instrumentality or form within an Excluded Territory or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Excluded Territory and persons with access to this document and any other documents relating to the Bonus Issue (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Excluded Territory. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements.

It is the responsibility of each person into whose possession this document comes to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection with the distribution of this document and the issuance of the Bonus Issue Shares and to obtain any governmental, exchange control or other consents which may be required, to comply with other formalities which are required to be observed and to pay any issue, transfer or other taxes due in such jurisdiction. To the fullest extent permitted by applicable law, the Company, the Board and all other persons involved in the Bonus Issue disclaim any responsibility or liability for the failure to satisfy any such laws, regulations or requirements by any person.

Additional InformationCopies of this document, the proposed new Articles of Association and the draft rules of the proposed Reach All-Employee Share Plan are and will be available for inspection on the Company’s website at https://www.reachplc.com from the time this document is published. For the avoidance of doubt, the content of any website referred to in this document is not incorporated into and does not form part of this document.

If you have received this document in electronic form, you may request a hard copy of this document by contacting the Registrar, Equiniti Registrars by telephone on 0371-384-2974 (please note lines are open from 9.00 a.m. to 5.00 p.m. Monday to Friday, excluding bank holidays) or +44 371-384-2974 if you are based overseas or in writing to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes).

Certain financial data has been rounded and, as a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.

This document has not been examined or approved by the FCA.

This document is dated 29 September 2020.

Reach plc Notice of General Meeting 3

Table of Contents

Page

Bonus Issue – Expected Timetable of Principal EventsIndicative Statistics 5PART I Chairman’s Letter 6PART II Definitions and Glossary 10Notice of General Meeting 11Notes 12Appendix 14


The dates and times given in the table below in connection with the Bonus Issue are indicative only and are based on the Company’s current expectations and are subject to change. If any dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders by announcement through a Regulatory Information Service. All times shown are London times unless otherwise stated.

Event Time and/or dateLatest time and date for receipt of the Form of Proxy (or appointing a proxy electronically or submitting a proxy via CREST) for the General Meeting 10.30 a.m. on 20 October 2020

Voting Record Time(1) 6.30 p.m. on 20 October 2020

General Meeting 10.30 a.m. on 22 October 2020

Bonus Issue Record Time 6.00 p.m. on 22 October 2020

Bonus Issue Ex-date 8.00 a.m. on 23 October 2020

Admission and commencement of dealings in the Bonus Issue Shares on the premium segment of the Official List and the Main Market of the London Stock Exchange by 8.00 a.m. on 23 October 2020

CREST accounts of Shareholders holding in uncertificated form credited with the Bonus Issue Shares on or soon after 8.00 a.m. on 23 October 2020

Despatch of share certificates for the Bonus Issue Shares to Shareholders holding in certificated form within 14 days of Admission

Notes:

(1) Entitlement to vote at the General Meeting by appointing a proxy, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company’s register of members at 6.30 p.m. on 20 October 2020 or, if the meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting (as the case may be). In each case, changes to the register of members after the relevant deadline shall be disregarded.

(2) All events in the above timetable following the holding of the General Meeting are conditional on the passing of the Resolutions at such meeting.

Bonus Issue – Expected Timetable of Principal Events

Number of Shares in issue at the Latest Practicable Date(1) 309,286,317

Number of Bonus Issue Shares to be issued(2) 12,798,952

Number of Shares in issue immediately following the Bonus Issue(3) 322,085,269

Notes:

(1) Number of Shares in issue as at 25 September 2020, being the latest practicable date prior to the publication of this document. The Company holds 10,017,620 Shares in treasury as at the date of this document. No Bonus Issue Shares will be issued in respect of any treasury shares held by the Company at the Bonus Issue Record Time.

(2) Number of Bonus Issue Shares to be issued to Qualifying Shareholders, based on one new Bonus Issue Share for every 23.38 Shares held at the Bonus Issue Record Time.

(3) Maximum number of Shares assuming the maximum number of Bonus Issue Shares is issued and assuming that no new Shares are issued as a result of the exercise of any options between the Latest Practicable Date and Admission.

Indicative Statistics


Reach plc Registered office (Incorporated and registered One Canada Square in England and Wales No. 82548) Canary Wharf London E14 5AP

Nicholas Prettejohn ChairmanJim Mullen Chief Executive OfficerSimon Fuller Chief Financial Officer Helen Stevenson Senior Independent Director Anne Bulford Non-executive DirectorSteven Hatch Non-executive DirectorDavid Kelly Non-executive DirectorOlivia Streatfeild Non-executive Director

Dear ShareholderOn 28 September 2020 the Company announced a proposed Bonus Issue alongside its interim results for the 26-week period ended 28 June 2020. The Bonus Issue requires Shareholders’ approval and a General Meeting of the Company will be held at 10.30 a.m. on Thursday, 22 October 2020 at Stoke Mill, Woking Road, Guildford, GU1 1QA at which resolutions to approve the Bonus Issue will be proposed. The Company’s existing Articles of Association were adopted on 13 May 2010 and the Company also proposes to adopt new Articles of Association to amend and update the existing Articles of Association, and a resolution to approve the adoption of the new Articles of Association will also be proposed at the General Meeting. The Reach All-Employee Share Plan is proposed to be introduced to allow share awards to be granted to all employees other than executive Directors of the Company and a resolution to approve that plan will be proposed at the General Meeting. The Notice of General Meeting containing the Resolutions is set out on page 11 of this document.

I am writing to you to explain: the background to and reasons for the Bonus Issue; the changes proposed to the Articles of Association; the rationale for the proposed introduction of the Reach All-Employee Share Plan; and why the Board unanimously considers the Bonus Issue, the adoption of new Articles of Association and the introduction of the Reach All-Employee Share Plan to be in the best interests of the Shareholders as a whole and recommends that you vote in favour of the Resolutions to be proposed at the General Meeting.

1. Background to and reasons for the proposed Bonus IssueIn April 2020, the Board took the decision to cancel the 2019 final dividend to protect the Company’s cash position in light of the COVID-19 pandemic.

As set out in the Company’s interim results announcement for the 26-week period ended 28 June 2020, we have seen a strong recovery in the digital advertising market since the worst impacts of COVID-19 in April. This has driven a return to healthy digital revenue growth since July, assisted by increased customer engagement and loyalty. This illustrates the significant potential of the customer value strategy as our websites, apps and newsletters attract increased page views from our scale audience helping to drive forward digital revenues. Circulation sales have also stabilised and shown a gradual recovery during Q2 and Q3. Following implementation of the major parts of the transformation programme, the Company now has a strong platform to drive the next phase of the customer value strategy with increased efficiency and agility in our advertising and editorial operations.

In light of this performance the Board has decided that it is appropriate to propose an interim dividend, subject to Shareholder approval. Given the continued macro uncertainties, in order to continue to protect the cash position of the Company, if approved, this will be settled through the issue of new Ordinary Shares of 10 pence each in lieu of payment of a cash dividend, with a value equivalent to 2.63 pence per share. The number of Bonus Issue Shares that each Shareholder will need to hold to qualify for one Bonus Issue Share has been calculated by dividing the volume weighted average price for an Ordinary Share over the five day period ended on 25 September 2020 by 2.63 pence. The Bonus Issue Shares would be issued to Shareholders on the register of members at 6.00 p.m. on 22 October 2020, the Bonus Issue Record Time, being the last date on which transfers will be accepted for registration to participate in the Bonus Issue. The Board intends to resume cash dividends at an appropriate time, subject to market conditions.

The Bonus Issue Shares will be issued on 23 October 2020, and each Qualifying Shareholder (being a Shareholder on the Company’s register of members as at the Bonus Issue Record Time) is expected to receive:

one Bonus Issue Share for every 23.38 Ordinary Shares held at the Bonus Issue Record TimeNo fraction of a Bonus Issue Share will be issued and the calculation of entitlements to Bonus Issue Shares will always be rounded down to the nearest whole Ordinary Share. Any fractional entitlements to Bonus Issue Shares will be aggregated and the Company will procure that the maximum whole number of Bonus Issue Shares resulting there from will be allotted and sold in the market and the net proceeds of sale will be donated by the Company to charity.

Qualifying Shareholders will not need to make any payment for the Bonus Issue Shares allotted to them. Shareholders are being asked to authorise the Directors to proceed with the Bonus Issue and to capitalise amounts standing to the credit of the Company’s share premium account for the purposes of applying such amounts in paying up in full the Bonus Issue Shares.

Chairman’s letter


Application will be made by the Company to the FCA for the Bonus Issue Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the Bonus Issue Shares to be admitted to trading on its Main Market for listed securities. Following Admission, the Bonus Issue Shares will be fully paid up and rank pari passu in all respects with the Shares of the Company in issue at the time of the Bonus Issue and will have the rights, and be subject to the restrictions, provided for in the Articles of Association of the Company, including the right to receive and retain in full all dividends or other distributions made, paid or declared in respect of the Shares by reference to a record date falling after the date of issue of the Bonus Issue Shares. No Bonus Issue Shares will be issued in respect of any treasury shares held by the Company at the Bonus Issue Record Time.

Shareholders are advised to consult their tax advisers on their tax position in respect of any Bonus Issue Shares.

2. Proposed adoption of new Articles of AssociationThe existing Articles of Association were adopted on 13 May 2010. The new Articles of Association are proposed with a view to updating the Existing Articles. The principal changes to the Existing Articles are summarised below. As a result of the proposed amendments the numbering of provisions in the New Articles does not always correspond to the Existing Articles.

The changes include:

• Allowing general meetings to be held partly through electronic facilities, to provide more flexibility to align with technological advances and changes in investor sentiment and in line with emerging market practice. The New Articles provide that for general meetings held at a physical venue, simultaneous attendance and participation will be allowed through electronic means. The ability to do this will make participation at general meetings easier for shareholders. For the avoidance of doubt, the amendments being proposed to the Existing Articles do not permit wholly virtual general meetings, a physical meeting will still be required. The New Articles also contain consequential changes to allow for physical, satellite and electronic participation in meetings so that the Company can continue to operate and comply with its legal and regulatory obligations.

• Permitting the Board to move or postpone a general meeting or change an electronic facility if the Board considers that it is impractical, undesirable or unreasonable to hold a general meeting as originally planned in the notice calling the general meeting. The purpose of this article is to afford the Company with greater flexibility to change arrangements, something that has been shown to be particularly useful in the current environment due to the impact of COVID-19.

• Allowing the Board to make such arrangements as it considers to be appropriate for the purpose of ensuring the safety and proper orderly conduct of those attending general meetings and ensuring the security of the meetings. Any person attending or participating electronically in a general meeting will be responsible for maintaining adequate facilities to enable them to do so.

• Allowing for a reduction to the quorum at general meetings from three members to two members present in person or by proxy and entitled to vote, in line with customary practice.

• Following the recommendations in the UK Corporate Governance Code and to reflect the Company’s established practice, the New Articles incorporate amendments to provide for automatic retirement of all of the Company’s Directors at each annual general meeting and that they will be subject to annual re-election by shareholders. The requirement for retirement by rotation has been deleted. The New Articles also contain necessary related changes (to allow additional appointments or automatic re-election) so that the Company can continue to operate, and comply with its legal and regulatory obligations in the event that not enough Directors are able to act because the resolutions for re-election put to the annual general meeting have not been passed.

• Permitting the Company to pay dividends in a more convenient manner for shareholders. The New Articles reflect guidance published by the ICSA’s Registrars’ Group in 2014 by allowing the Directors to determine how dividends are paid to shareholders, which method shall be the default method for paying dividends and that shareholders may make an election for a distribution channel other than the default. The New Articles will allow the Company flexibility for the payment of dividends by using different distribution channels, including electronic means, and will permit the Board to decide which method is to be used on any particular occasion. This is in line with market practice.

• Permitting use of treasury shares for the payment of scrip dividends in addition to new shares.

• Reflecting changes to the Companies Act 2006 that mean a Company is no longer required to prepare a summary financial statement. Instead, if a shareholder agrees not to receive the full annual report and accounts, the Company may provide a copy of the strategic report together with supplementary materials. However, shareholders can always view the full annual report and accounts on the Company’s website or request a hard copy.

• Deletion of the article on share warrants since it is unlawful to issue bearer shares following the amendment to the Companies Act 2006 by the Small Business, Enterprise and Employment Act 2015 that prohibited the creation of bearer shares and required existing bearer shares to be converted into registered shares or cancelled.

• Simplifying the procedure in relation to untraced shareholders. Rather than requiring the Company to take out two newspaper advertisements, the New Articles require the Company to use reasonable efforts to trace the shareholder, including, if considered appropriate, the Company engaging a professional asset reunification company or other tracing agent to search for a shareholder who has not kept their shareholder details up to date. The New Articles also provide that the sale proceeds will be forfeited to the Company after a period of two years from sale and the former shareholder will have no further rights to reclaim the proceeds. There are related changes in respect of unclaimed dividends or other money payable on shares of untraced shareholders which are sold.

• Amending the language to generally include clarificatory amendments in other parts of the New Articles to update them in line with common market practice. By way of example, ensuring terminology is gender balanced by replacing “he” with “he or she” and “him” with “him or her”. Other such minor, technical and clarifying changes have not been noted.

A copy of the proposed new Articles of Association, together with a marked-up version detailing all amendments, will be available on the Company’s website at https://www.reachplc.com from the date of the Notice of General Meeting until the end of the General Meeting and will be available for inspection at 3 More London Riverside, London SE1 2AQ during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the General Meeting and at the place of the General Meeting from 15 minutes prior to its commencement until its conclusion.

Chairman’s letter continued


3. The Reach All-Employee Share PlanIn recognition of their contribution and achievements during a challenging year, and to ensure all Reach colleagues have an opportunity to share in the future success of the business, the Company plans to award all colleagues a number of Shares during Q4, subject to Shareholder approval. By implementing an all-employee share plan, the Company can utilise the treasury shares it holds, conserving cash and ensuring there is no dilution of share capital. The Company also intends to launch a sharesave scheme for employees during 2021, subject to Shareholder approval for that scheme being obtained at the 2021 annual general meeting. It is currently intended that under the All-Employee Share Plan employees will receive an award of Shares which will be made in late 2020 and which will vest one year later. The value of the Shares subject to an award is proposed to be up to £400 (as at the time of award) for each full-time employee.

The principal terms of the Reach All-Employee Share Plan are summarised in an Appendix to the Notice of General Meeting on pages 14 and 15. A copy of the Reach All-Employee Share Plan will be available for inspection on the Company’s website at https://www.reachplc.com from the time this document is published and will be available for inspection at 3 More London Riverside, London SE1 2AQ during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the General Meeting and at the place of the General Meeting from 15 minutes prior to its commencement until its conclusion.

4. General MeetingThe Bonus Issue, the adoption of the new Articles of Association and the introduction of the Reach All-Employee Share Plan are each conditional on Shareholders’ approval at the General Meeting. Resolutions 1 and 2 to be proposed at the General Meeting authorise the Directors to capitalise any amount standing to the credit of the Company’s share premium account for the purpose of applying such amounts in paying up in full the Bonus Issue Shares and to allot the Bonus Issue Shares up to an aggregate nominal value of £1,279,895.20. Resolution 3 to be proposed at the General Meeting is to approve the adoption of the proposed new Articles of Association. Resolution 4 to be proposed at the General Meeting is to approve the introduction of the Reach All-Employee Share Plan.

5. Procedures at the General Meeting and impact of COVID-19Shareholders are permitted to appoint multiple proxies. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this document. Details of how to do this are set out in the explanatory notes on your Form of Proxy.

We propose to vote on all resolutions at the General Meeting by way of a poll. The Board considers that a poll is more democratic since it allows the votes of all Shareholders to be counted. The chairman of the meeting will call for the poll at the start of the formal business of the General Meeting.

The Company is closely monitoring developments relating to the current outbreak of COVID-19, including the related public health guidance and legislation issued by the UK Government.

Given the current UK Government prohibitions on public gatherings and guidance on social distancing, it will not be possible for Shareholders to attend the General Meeting in person and, in the interests of safety, any attempted entry to the General Meeting will be refused.

As a result, the General Meeting will be primarily functional in format with only a small number of Directors and/or other employee Shareholders attending to satisfy the minimum quorum requirements.

Although Shareholders will not be permitted to attend the General Meeting in person, the Resolutions will be voted on in accordance with the proxy votes received from the Shareholders. Shareholders are strongly encouraged to appoint the chairman of the meeting as their proxy and provide voting instructions to the proxy in advance of the General Meeting. Details on how to submit your proxy vote by post, online or through CREST are set out below and in the notes to the Notice of General Meeting.

Any necessary changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting through the Company’s website at https://www.reachplc.com and, where appropriate, by RIS announcement.

6. Action to be takenA Form of Proxy for use at the General Meeting is enclosed with this document and Shareholders are strongly encouraged to submit their Form of Proxy in advance of the General Meeting. It is important that you complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon and return it to the registrars, Equiniti at Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible and in any event not less than 48 hours before the time fixed for the General Meeting.

If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti on 0371-384-2974 or +44 371-384-2974 from overseas. Lines are open from 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding bank holidays). You may prefer to submit your proxy electronically. If so, please access the website www.sharevote.co.uk, which is operated by Equiniti, where full details of the procedure are given. The voting ID, task ID and shareholder reference number printed on the Form of Proxy will be required to use the electronic proxy appointment system. The deadline for receipt of electronic proxies is not later than 10.30 a.m. on 20 October 2020. Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the General Meeting by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.

CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider(s). If the Company later communicates to Shareholders before the General Meeting that attendance is possible, the completion and return of a Form of Proxy will not preclude you from attending the General Meeting and voting in person. Further details of submitting proxy documentation can be found in the explanatory notes on your Form of Proxy.

The results of voting at the General Meeting will be announced through a Regulatory Information Service and made available on our website: https://www.reachplc.com as soon as possible following the General Meeting.



Your views are important to us and to ensure that engagement can continue, Shareholders are invited to submit any questions via email to [email protected] or in writing to General Meeting Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London, E14 5AP by 10:30 a.m. on Tuesday, 20 October 2020. Answers will be posted on the Company’s website following the end of the General Meeting. We will also provide a Q&A on our website in advance of the General Meeting. Questions may not be answered where (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on our website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company that the question be answered.

7. Additional informationYour attention is drawn to the additional information set out in this document. You are advised to read the whole of this document and not just rely on the key summarised information in this letter.

8. RecommendationYour Directors believe the Bonus Issue, the adoption of new Articles of Association, the introduction of the Reach All-Employee Share Plan and the Resolutions which are to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Your Directors unanimously recommend Shareholders to vote in favour of the Resolutions as each of your Directors intends to do in respect of their own shareholdings.

Yours faithfully,

Nick PrettejohnChairman



The following definitions apply throughout this document, unless stated otherwise:

“Admission” the admission of the Bonus Issue Shares to listing on the premium listing segment of the UK Official List in accordance with the UK Listing Rules and to trading on the Main Market in accordance with the UK Admission and Disclosure Standards;

“Articles of Association” the articles of association of the Company, being either the existing articles of association of the Company or the proposed new articles of association of the Company as the context requires and as described in this Circular, and “Existing Articles” and “New Articles” shall be construed accordingly;

“Bonus Issue” the proposed Bonus Issue of Bonus Issue Shares to Qualifying Shareholders described in this Circular;

“Bonus Issue Record Time” 6.00 p.m. on 22 October 2020;

“Bonus Issue Shares” new ordinary shares of 10 pence each in the capital of the Company to be issued to Qualifying Shareholders pursuant to the Bonus Issue;

“Circular” or “this document” this document published on 29 September 2020 as a circular prepared in accordance with the Listing Rules;

“CREST” the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in such regulations) in accordance with which securities may be held and transferred in uncertificated form;

“CREST Manual” the rules governing the operation of CREST as published by Euroclear;

“CREST member” a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations);

“CREST Proxy Instruction” an authenticated CREST message to appoint or instruct a proxy in accordance with Euroclear’s specifications and the CREST Manual;

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;

“Directors” or “Board” the board comprising the executive directors and non-executive directors of the Company as at the date of this document;

“Euroclear” Euroclear UK and Ireland Limited, incorporated in England and Wales with registered number 02878738;

“FCA” the UK Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;

“Form of Proxy” the form of proxy accompanying this document for use by Shareholders in relation to the General Meeting;

“FSMA” the Financial Services and Markets Act 2000, as amended;

“General Meeting” the general meeting of the Company to be held on 22 October 2020 at 10.30 a.m. (or any adjournment thereof), notice of which is set out at the end of this document;

“Latest Practicable Date” 25 September 2020, being the latest practicable date before publication of this document;

“Listing Rules” the listing rules and regulations made by the FCA under Part VI of the FSMA, as amended;

“Main Market” the main market of the London Stock Exchange;

“Notice of General Meeting” the notice set out at the end of this Circular giving Shareholders notice of the General Meeting;

“Official List” the official list of the FCA;

“Qualifying Shareholders” Shareholders who are on the register of members at the Bonus Issue Record Time;

“Reach” or “Company” Reach plc, a public limited company incorporated in England and Wales with registered number 82548;

“Reach All-Employee Share Plan” the proposed new all-employee share plan described in this Circular; or “the Plan”“Regulatory Information Service” any of the services authorised by the FCA from time to time for the purpose of disseminating or “RIS” regulatory announcements;

“Resolutions” the resolutions of the Company set out in the Notice of General Meeting;

“Shareholders” the holders of the Shares in the capital of the Company;

“Shares” or “Ordinary Shares” the ordinary shares of 10 pence each in the capital of the Company;

“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland;

“United States” or “US” the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“US Securities Act” the US Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended;

“Voting Record Time” 20 October 2020 at 6.30 p.m., or, if the General Meeting is adjourned, not later than 48 hours before the time appointed for the adjourned meeting.

All times referred to are London times.

All references to legislation in this document are to the legislation of England and Wales unless otherwise stated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

References to “£”, “GBP”, “pounds”, “pounds sterling”, “sterling”, “p”, “penny” or “pence” are to the lawful currency of the United Kingdom.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

PART IIDefinitions and Glossary


Notice of General Meeting

Notice is hereby given that a General Meeting of Reach plc (the “Company”) will be held at Stoke Mill, Woking Road, Guildford, GU1 1QA on Thursday, 22 October 2020 at 10.30 a.m. to consider and, if thought fit, pass the following resolutions.Capitalised terms used in this Notice of General Meeting (the “Notice”) which are not defined shall have the meaning ascribed to them in the circular to shareholders dated 29 September 2020 (the “Circular”) of which this Notice forms part.Resolutions 1, 2 and 4 will be proposed as ordinary resolutions. Resolution 3 will be proposed as a special resolution.Resolution 1 – Bonus Issue THAT, for the purposes of, and in accordance with, Article 136 of the Articles of Association of the Company, the Directors be and are hereby authorised to implement the Bonus Issue and the capitalisation of any amount standing to the credit of the Company’s share premium account for the purpose of applying such sums in paying up in full the Bonus Issue Shares to be allotted to each Qualifying Shareholder as fully paid, and the Board, acting through one or more of its Directors, be and is hereby authorised to implement the Bonus Issue in accordance with the provisions of Article 136 and the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of any territory or any other matter and such powers are to expire at the conclusion of the Company’s next annual general meeting after this resolution is passed.

Resolution 2 – Allotment of Shares THAT, in respect of the Bonus Issue Shares, the Directors of the Company be and are hereby unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (in addition, to the extent unutilised, to the authorities conferred upon the directors of the Company by Article 5.1 of the Company’s Articles of Association and approved by the Shareholders of the Company at the Company’s annual general meeting held on 7 May 2020, which remain in full force and effect) to exercise all the powers of the Company to allot and issue the Bonus Issue Shares pursuant to the Bonus Issue up to an aggregate nominal amount of £1,279,895.20 (representing 4.28 per cent. of the issued ordinary share capital of the Company, excluding treasury shares, as at 25 September 2020, being the latest practicable date before the date of this Notice) credited as fully paid, with authority to deal with fractional entitlements arising out of such allotment as they think fit and take all such other steps as they may in their absolute discretion deem necessary, expedient or appropriate to implement such allotment in connection with the Bonus Issue; and provided that this authority shall expire on the date of the Company’s next annual general meeting or 15 months after the date on which this resolution is passed, whichever is the earlier.

Resolution 3 – Adoption of new Articles of AssociationTHAT, with effect from the conclusion of the General Meeting, the new Articles of Association of the Company, produced to the General Meeting and initialled by the chairman of the meeting for the purpose of identification, be adopted as the Articles of Association of the Company, in substitution for, and to the exclusion of, the existing Articles of Association.

Resolution 4 – The Reach All-Employee Share Plan THAT, the Reach All-Employee Share Plan, the principal terms of which are summarised in an Appendix to this Notice and the rules of which are produced in draft to this General Meeting and initialled by the chairman of the meeting for purposes of identification, be approved and the Directors be and are hereby be authorised to:

a) make such modifications to the Plan as they may consider appropriate to take account of the requirements of best practice and for the implementation of the Plan and to adopt the Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Plan; and

b) establish further plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any Shares made available under such further plans are treated as counting against the dilution limit in the Plan.

By order of the Board

Lorraine CloverGroup Company Secretary

One Canada Square Canary Wharf London E14 5AP

29 September 2020


Notes

Shareholders entitled to vote1 The Company is closely monitoring developments relating to the current outbreak of COVID-19, including the related public health

guidance and legislation issued by the UK Government. Given the current UK Government prohibitions on public gatherings and guidance on social distancing, it will not be possible for Shareholders to attend the General Meeting and Shareholders, or their duly appointed representatives are entitled to vote at the General Meeting only through the appointment of (a) proxy(ies), who need not be (a) member(s). If the Company later communicates to Shareholders through the Company’s website at https://www.reachplc.com and, where appropriate, by RIS announcement, before the General Meeting that attendance is possible, completion and return of the Form of Proxy will not prevent a Shareholder, or their duly appointed representative or proxy(ies), from attending and voting at the General Meeting in person.

2. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended) and for the purposes of section 360B of the Act, the Company specifies that only those shareholders registered in the register of members of the Company as at 6.30 p.m. on 20 October 2020 (the ‘Voting Record Time’) (or, if the General Meeting is adjourned to a time more than 48 hours after the Voting Record Time, by 6.30 p.m. on the day which is two days prior to the time of the adjourned General Meeting) shall be entitled to vote at the General Meeting in respect of the number of Shares registered in their name at that time. If the General Meeting is adjourned to a time not more than 48 hours after the Voting Record Time, that time will also apply for the purpose of determining the entitlement of members to vote (and for the purposes of determining the number of votes they may cast at the adjourned meeting). Changes to entries on the relevant register of securities after the relevant deadline shall be disregarded in determining the rights of any person to vote at the General Meeting.

Voting by proxy3. A Form of Proxy is enclosed with this document, and members who wish to use it should see that it is deposited, duly completed,

together with any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) with the Company’s Registrar not less than 48 hours before the time fixed for the General Meeting. If the Company later communicates to Shareholders before the General Meeting that attendance is possible, completion and posting of the Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting. You may appoint a proxy: (i) by post (please detach the Form of Proxy, fill it in, sign it, and send it to Equiniti in the reply paid envelope provided); or (ii) by the email address – [email protected] or (iii) electronically at www.sharevote.co.uk; or, (iv) for CREST participants by lodging proxy appointments via CREST.

4. Members are entitled to appoint a proxy in respect of some or all of their Shares. Members are also entitled to appoint more than one proxy. If a member appoints more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. A space has been included on the Form of Proxy to allow members to specify the number of shares in respect of which that proxy has been appointed. Members who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares.

5. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti Registrars by telephone on 0371-384-2974 (please note lines are open from 9.00 a.m. to 5.00 p.m. Monday to Friday, excluding bank holidays) or +44 371-384-2974 if you are based overseas or in writing to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA.

6. Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through the Equiniti website at www.sharevote.co.uk where full instructions on the procedure are given. The voting ID, task ID and shareholder reference number printed on the Form of Proxy will be required to use this electronic proxy appointment system. Alternatively, Shareholders who have already registered with Equiniti Registrars’ online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk. Once logged in, simply click ‘View’ on the ‘My investments’ page and then click on the link to vote, and follow the on-screen instructions.

A proxy appointment made electronically or by email will not be valid if sent to any address other than those provided or if received after 10.30 a.m. on 20 October 2020. Please note that any electronic communication found to contain a computer virus will not be accepted.

Electronic proxy appointment through CREST7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the

General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com).

The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time-stamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting services providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages.

Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. (www.euroclear.com). The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).


Notes continued

Nominated Persons8. The right to appoint a proxy does not apply to persons who have been nominated by a Shareholder to enjoy rights under section 146 of

the Act (a ‘Nominated Person’). A copy of this Notice is therefore sent to a Nominated Person for information purposes only. A Nominated Person may have a right under an agreement with the shareholder by whom he was nominated to be appointed (or to have someone else appointed) as a proxy for the General Meeting. Alternatively, if a Nominated Person does not have such a right, or does not wish to exercise it, they may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.

Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person’s personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.

Voting by corporate representatives9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers

as a member provided that they do not do so in relation to the same shares.

Questions at the General Meeting10. Shareholders are invited to submit any questions via email to [email protected] or in writing to General Meeting

Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London, E14 5AP by 10:30 a.m. on Tuesday, 20 October 2020. Answers of which will be posted on the Company’s website following the end of the General Meeting.

Total voting rights11. As at 25 September 2020 being the Latest Practicable Date, the Company’s issued share capital consists of 309,286,317 Ordinary

Shares including treasury shares with a nominal value of 10 pence carrying one vote each. The Company holds 10,017,620 Ordinary Shares in treasury. Therefore, the total voting rights in the Company as at 25 September 2020 are 299,268,697.

12. The contents of this Notice, details of the total number of Shares in respect of which members are entitled to exercise voting rights at the General Meeting as at the Latest Practicable Date, and if applicable, any members’ statements, members’ resolutions or members’ matters of business received after the date of this Notice will be available on the Company’s website: https://www.reachplc.com.

Automatic poll voting13. Each of the Resolutions to be put to the General Meeting will be voted on by poll and not by show of hands. A poll reflects the number

of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. If the Company later communicates to Shareholders before the General Meeting that attendance is possible, members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the Meeting.

14. The results of the poll will be published on the Company’s website and announced via a Regulatory Information Service once the votes have been counted and verified.

Means of communication15. Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice, Form

of Proxy, or Chairman’s letter should not be used for the purpose of serving information on the Company (including the service of documents or information relating to the proceedings at the Company’s General Meeting).

Reach plcRegistered Office: One Canada Square, Canary Wharf, London E14 5AP T: 020 7293 3000

www.reachplc.comRegistered in England and Wales

Company number: 82548


Appendix

SUMMARY OF THE PRINCIPAL TERMS OF THE REACH PLC ALL-EMPLOYEE SHARE PLAN (THE ‘PLAN’)1. OverviewParticipation in the Plan will be limited to employees of the Company’s group, excluding the executive Directors of the Company.

In recognition of their contribution and achievements during a challenging year, and to ensure all Reach colleagues have an opportunity to share in the success of the business, the Company plans to award all colleagues a number of Shares during Q4, subject to Shareholder approval. The Company also intends to launch a sharesave scheme for employees during 2021, subject to shareholder approval at the 2021 annual general meeting.

It is currently intended that under the Plan employees will receive an award of Shares which will be made in late 2020 and which will vest one year later. The value of the Shares subject to an award is proposed to be up to £400 (with the number of Shares to be awarded to be calculated by reference to the price of a share at the time of award) for each full-time employee. Vesting of awards under the Plan will be subject to an employee’s continued employment until the vesting date.

A full summary of the principal terms of the Plan is set out below.

2. AdministrationThe Plan will be administered by the remuneration committee of the Board (the “Committee”) which consists entirely of independent non-executive Directors.

3. EligibilityEmployees of the Company or of any of its subsidiaries will be eligible to participate in the Plan. As noted above, however, executive Directors of the Company are excluded from participating in the Plan.

4. Nature of the Plan and Form of AwardsOverviewIt is currently intended that under the Plan employees will receive an award of Shares which will be made in late 2020 and which will vest one year later. The value of Shares subject to an award is proposed to be up to £400 for each full-time employee. To maintain fairness, awards to part-time colleagues will be scaled back on an appropriate pro-rata basis.

Vesting of awards under the Plan will be subject to an employee’s continued employment until the vesting date.

The Plan will have a standard authority to be operated for 10 years from the General Meeting, but it is currently only intended to be used for the awards to be made in late 2020. Awards may, however, be granted in future and, if they are, each participating employee may be granted an award over a higher number of Shares than is intended to be granted in late 2020.

Form of awardsAwards will be granted in the form of nil cost options to acquire Shares.

5. Source of Shares and dilution limitAwards may be satisfied by newly issued Shares, Shares purchased in the market by an employees’ trust or by the transfer of Shares held in treasury.

The number of Shares issued or remaining capable of being issued pursuant to awards under the Plan and all of the Company’s other employee share schemes in any period of 10 years will not exceed 10 per cent of the share capital of the Company in issue from time to time.

If awards are to be satisfied by a transfer of existing Shares, the percentage limit stated above will not apply. Insofar as it is necessary to ensure compliance with the guidelines issued from time to time by institutional investors, the percentage limit stated above will apply to awards satisfied by the transfer of Shares held in treasury.

6. Grant of awardsAwards may be granted:

• during the three month period following the adoption of the Plan;

• during the period of six weeks beginning with the dealing day following the announcement of the Company’s results for any period; or

• subject to any relevant restrictions on dealings in Shares, on any other day which the Committee determines that exceptional circumstances exist.

No awards may be made more than ten years after the date of the General Meeting. No payment will be required for the grant of an award.

7. Vesting of awardsAwards will vest on such date(s) as the Committee may determine on or before the grant of the awards. It is currently intended that the awards proposed to be granted in late 2020 will vest on the first anniversary of grant.

8. Leaving employmentIf a participant leaves employment with the Company’s group his award will lapse unless the Committee determines otherwise, in which case the Committee may determine the basis on which an award shall vest.


Appendix continued

9. Corporate eventsIn the event of a takeover of the Company awards shall vest early and, unless the Committee determines otherwise, will be subject to a time pro rata reduction to reflect the proportion of the vesting period that has elapsed at the time of the takeover.

In the event of a demerger, special dividend or other transaction which, in the opinion of the Committee, will adversely affect the current or future value of an award the Committee may allow awards to vest on the basis described above.

10. Adjustment of awardsIf there is any variation of the Company’s share capital, or in the event of a demerger or payment of a special dividend or similar event which would affect the price of a Share to a material extent, the Committee may adjust the number of Shares under award.

11. Rights attaching to Shares and transferabilityShares allotted or transferred under the Plan will rank alongside shares of the same class then in issue. The Company will apply to the Financial Conduct Authority for the listing of any newly issued Shares. Awards are not transferable (except on death) and are not pensionable benefits.

12. AmendmentThe Committee may amend the Plan in any respect. However, the provisions governing eligibility, equity dilution, the basis for determining the rights of participants to acquire Shares or to receive cash and the adjustments that may be made following a variation of capital cannot be altered to the advantage of existing or new participants without the prior approval of shareholders in general meeting. There is an exception for minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Plan or for any member of the Company’s group.


Registered office: One Canada Square Canary Wharf London E14 5AP +44 (0) 207 293 3000

www.reachplc.com

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