Pearson : Download the Form of Proxy

		Pearson plc - Form of Proxy
+		+
		Voting ID	Task ID	Shareholder Reference Number

You may submit your proxy electronically at www.sharevote.co.uk using the above numbers.

I/We, being (a) member(s)/member's nominee of Pearson plc (the company), hereby appoint the Chair of the meeting as my/our proxy to attend, speak and vote at the General Meeting (GM) of the company to be held at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS at

12 noon on Friday, 18 September 2020 and at any adjournment of that meeting.

Please indicate here with x if this proxy form is one of multiple instructions being given.

To be valid, this form of proxy must be signed and returned to the company's registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex

BN99 6DA in the enclosed prepaid envelope, so as to be received no later than 12 noon on Wednesday, 16 September 2020. In the case of a corporation this form of proxy should be executed under its common seal or under the hand of a duly authorised officer.

See overleaf for notes.

Please indicate with x in the box on the right how you wish the proxy to vote your share entitlement.

Ordinary resolution (highlighted box is management's recommendation on how to vote)	For	Against	Vote
withheld*

Resolution 1 Amendment to the directors' remuneration policy to permit the grant of the Co-investment Award

* A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' and 'against' a resolution.

Date		Signature

+		+

Guidance notes on completing the form of proxy

You will find further details of the resolution to be voted on in the enclosed Notice of GM. If, in respect of any resolution, no voting instructions are received, your proxy will vote, or abstain from voting, as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any other resolution properly put to the meeting. This form must be signed. In the case of joint holdings, the vote of the senior holder, whether in person or by proxy, will be accepted to the exclusion of the other joint holders. Seniority will be determined by the order in which the names appear in the register of members. If someone other than you signs this form, the letter of authority, power of attorney or a certified copy of the power of attorney authorising him/her to sign on your behalf, must be sent with this form.

Proxies

Please note that, due to measures implemented by the UK Government to combat the COVID-19 pandemic, shareholders and/or their proxies (other than the Chair of the meeting and those required to make it quorate) will not be able to attend the GM in person. Accordingly, shareholders will need to appoint the Chair of the meeting as their proxy to ensure that their votes are cast in accordance with their wishes.

Therefore, you are strongly encouraged to appoint the Chair of the meeting as your proxy.

You may only appoint the Chair of the meeting as your proxy (and the Chair of the meeting is willing to be your proxy). To appoint the Chair of the meeting as your proxy in respect of all of your shares, fill in any voting instructions and sign and date the proxy form.

If you submit more than one valid proxy appointment in respect of the same shares, the last appointment received before the latest time for the receipt of proxies will take precedence.

Electronic appointment

You can submit your proxy electronically at www.sharevote.co.uk and to do this you will need to use the Voting ID, Task ID and Shareholder Reference Number which are shown on this form.

Electronic proxy voting instructions must be submitted by 12 noon on Wednesday, 16 September 2020.

Any power of attorney or other authority relating to an appointment of a proxy cannot be submitted electronically and must be deposited as referred to above for the appointment to be valid.

Alternatively, a member who has a Shareview portfolio registered with Equiniti may log onto their portfolio at www.shareview.co.uk using their user ID and password. Once logged in simply click on "View" on the "My Investments" page, click on the link to vote then follow the instructions.

You may not use any electronic address provided in this proxy form to communicate with the company for any purposes other than those expressly stated.

CREST electronic proxy appointment

CREST members who wish to appoint a proxy, or amend an instruction to a previously appointed proxy, through the CREST electronic proxy appointment service may do so for the GM to be held at 12 noon on Friday, 18 September 2020 and any adjournment(s) thereof by using the procedures described in the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) 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's specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it relates to the appointment of a proxy or to an instruction to a previously appointed proxy, must be transmitted so as to be received by the issuer's agent (ID: RA19) by 12 noon on Wednesday, 16 September 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting service provider(s) is/are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Record date

Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, changes to entries on the register of members after 6.30pm on Wednesday, 16 September 2020 shall be disregarded in determining the rights of a shareholder to attend or vote at the GM in respect of the number of shares registered in their name at that time.

sterling 174056