Hays : Notice of Meeting

NOTICE OF ANNUAL GENERAL MEETING 2023

WEDNESDAY 15 NOVEMBER 2023 AT 12 NOON

UBS

5 BROADGATE LONDON EC2M 2QS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO TAKE, PLEASE CONSULT AN INDEPENDENT FINANCIAL ADVISER, WHO IS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE RESIDENT IN THE UNITED KINGDOM, OR IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER. IF YOU HAVE SOLD OR TRANSFERRED ALL YOUR SHARES IN THE COMPANY, PLEASE PASS THIS DOCUMENT TO THE PERSON THROUGH WHOM YOU MADE YOUR SALE OR TRANSFER FOR FORWARDING TO YOUR PURCHASER OR TRANSFEREE.

TO THE COMPANY'S SHAREHOLDERS

LETTER FROM THE CHAIR

2 October 2023

Dear Shareholder

ANNUAL GENERAL MEETING 2023

I am pleased to enclose the Notice of Meeting for the 2023 Annual General Meeting (AGM or Meeting) of Hays plc (Hays or the Company), which will be held at the offices of UBS, 5 Broadgate, London EC2M 2QS on 15 November 2023 at 12 noon.

If you have requested a printed copy of the Annual Report and Accounts, it is enclosed. The FY23 Annual Report and Accounts are also available on our website at www.haysplc.com/investors

BUSINESS OF THE MEETING

The formal notice convening the AGM (Notice), which follows this letter on pages 2 to 5, sets out the business to be conducted at the Meeting.

In accordance with the 2018 Corporate Governance Code (the Code), all the other Directors of the Company stand for election in their first year of appointment, and re-election for every year thereafter. As recently announced, Dirk Hahn succeeded Alistair Cox as Chief Executive Officer on 1 September 2023. Dirk has 20 years' experience with Hays, leading the key markets of Germany, Continental Europe, Middle East and Africa.

Zarin Patel also joined the Board as an Independent Non-Executive Director on 1 January 2023 and is standing for election for the first time. She brings extensive experience in managing transformation within complex digital-centric businesses and wide-ranging financial and commercial expertise.

The Board considers that the contribution and skills of each of the Directors are, and continue to be, important to the long-term sustainable success of the Company and the Board recommends the election/re-election of all the Directors. Biographies for each Director can be found on pages 84 to 87 of the Annual Report and Dirk Hahn's biography can be found on page 8 of this document and at www.haysplc.com

In addition to the standard business that is dealt with at our AGM every year, there are two additional resolutions I would like to draw your attention to.

RESOLUTION 3 - REMUNERATION POLICY

At this Meeting, we are seeking approval for the renewal of the Directors' Remuneration Policy. The Remuneration Committee conducted a review of senior executive pay at Hays and concluded that the existing approach continues to support the Company's strategic programme. Therefore, no substantial amendments have been made to the Remuneration Policy presented for approval at the AGM. You can read more about this on page 115 in the Annual Report.

RESOLUTION 5 - SPECIAL DIVIDEND

In recognition of the Company's strong performance and balance sheet position, the Board proposes a special dividend of 2.24 pence per share in addition to the final dividend. If approved, the recommended special dividend will be paid on the same basis as the final dividend.

VOTING AND ASKING QUESTIONS

All shareholders are strongly encouraged to appoint a proxy, with voting instructions, ahead of the meeting. Information on how to submit your proxy and questions is on pages 6 to 7 of this Notice. This will not preclude you from attending and voting at the AGM. Please note that, to be valid, our Registrar must have received your proxy appointment form by 12 noon on 13 November 2023.

If you are planning to attend in person, shareholder registration will be available from 11 am.

The results of the poll will be announced to the London Stock Exchange and will be published on our website at www.haysplc.com/ investors as soon as practicable following the AGM.

RECOMMENDATION

The Board believes that resolutions 1 to 21 are in the best interests of the Company and its shareholders and recommends that you vote in favour of them, as I and the other members of the Board intend to do in respect of our own shareholdings.

On behalf of your Board, I would like to thank you for your continued support and look forward to welcoming you to the AGM.

ANDREW MARTIN

Chair

Hays plc	T: [phone]
Registered Office:
4th Floor	F: [phone]

20 Triton Street	Registered in England & Wales
London NW1 3BF
No. 2150950

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the thirty-sixth Annual General Meeting (AGM or the Meeting) of Hays plc (the Company) will be held at the offices of UBS, 5 Broadgate, London EC2M 2QS at 12 noon on 15 November 2023 to consider and, if thought fit, pass the following resolutions:

All resolutions will be proposed as ordinary resolutions other than resolutions 19 to 21, which will be proposed as special resolutions. An ordinary resolution must receive more than half of the votes cast in order to be passed, while special resolutions must receive at least three-quarters of the votes cast in order to be passed.

ORDINARY RESOLUTIONS

1 - ANNUAL REPORT AND ACCOUNTS

To receive the audited financial statements for the year ended 30 June 2023, together with the reports of the Directors and Auditor.

The Directors are required to present the financial statements, Directors' Report and Auditors' Report to the AGM. These are contained in the 2023 Annual Report & Financial Statements.

3-DIRECTORS' REMUNERATION POLICY

To approve the Directors' Remuneration Policy set out on pages 116 to 126 of the 2023 Annual Report & Accounts, such policy to take effect from the date on which the resolution is passed.

The Remuneration Policy sets out the Company's proposed policy on Directors' remuneration. Under the Companies Act 2006 (the Act), the Company is required to put the Remuneration Policy to a binding vote at least every three years. Subject to approval, the Remuneration Policy will be effective from the conclusion

of this AGM.

There are no major changes to the previous Remuneration Policy approved by shareholders at the 2022 AGM. However, as part of the renewal process the opportunity has been taken to simplify, clarify and refine detailed terms to reflect evolving market and best practice.

4 - FINAL DIVIDEND

To declare a final dividend of 2.05 pence per ordinary share for the financial year ended 30 June 2023.

The Directors have recommended a final dividend of 2.05 pence per share, which if approved, would be payable on 17 November 2023 to those shareholders registered at the close of business on 6 October 2023.

2 - DIRECTORS' REMUNERATION REPORT

To approve the Directors' Remuneration Report for the year ended 30 June 2023, contained on pages 127-145 of the Annual Report & Accounts.

Shareholders are invited to vote on the Directors' Remuneration Report, which appears in full in the 2023 Annual Report & Accounts.

The Company's Auditor, PricewaterhouseCoopers LLP, has audited those parts of the Directors' Remuneration Report capable of being audited and its report may be found in the 2023 Annual Report

& Accounts.

The main body of the Remuneration Report as audited by the Company's Auditor, was finalised prior to the formal appointment of Dirk Hahn as CEO. As announced on 24 August 2023, Dirk Hahn's remuneration arrangements as CEO are consistent with our ongoing Remuneration Policy. Dirk's remuneration package will comprise a salary of £620,000, a pension in line with the rate applying to the majority of the workforce of 4% of salary, an annual bonus opportunity of 150% of salary and a Performance Share Plan (PSP) award for FY24 of 200% of salary.

Departure terms for Alistair Cox will align to his contractual notice terms and the Remuneration Policy for departing executives. Under the good leaver terms of the Remuneration Policy, participants are entitled to a pro-rata bonus in relation to the period worked in the business during the year, retain outstanding deferred bonus awards and retain a pro-rata entitlement to outstanding PSP awards, all subject to the relevant conditions. The standard post-cessation shareholding requirements will apply. Alistair Cox will not receive a FY24 PSP award.

The performance criteria for the FY24 PSP were determined by the Remuneration Committee after the finalisation of the Remuneration Report, but have been disclosed separately on the Company's website. The metrics and weightings remain unchanged from awards in prior years.

The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company's overall objectives and, accordingly, and in compliance with the legislation, shareholders will be invited to approve the Directors' Remuneration Report. The vote is advisory.

5 - SPECIAL DIVIDEND

To authorise the payment of a special dividend of 2.24 pence per ordinary share for the year ended 30 June 2023.

In recognition of the Company's strong performance, the Board proposes a return to shareholders of £35.6 million structured as a special dividend of 2.24 pence per ordinary share.

If approved, the special dividend would be payable on 17 November 2023 to those shareholders registered at the close of business on 6 October 2023.

If approved, Resolutions 4 and 5 would bring the total dividend for the year to 5.24 pence per share. The total dividend for 2022 was 10.19 pence per share.

6 - ELECTION OF DIRECTOR

To elect Dirk Hahn as a Director of the Company.

7 - ELECTION OF DIRECTOR

To elect Zarin Patel as a Director of the Company.

8 - RE-ELECTION OF DIRECTOR

To re-elect James Hilton as a Director of the Company.

9 - RE-ELECTION OF DIRECTOR

To re-elect Joe Hurd as a Director of the Company.

10 - RE-ELECTION OF DIRECTOR

To re-elect Andrew Martin as a Director of the Company.

11 - RE-ELECTION OF DIRECTOR

To re-elect Cheryl Millington as a Director of the Company.

12 - RE-ELECTION OF DIRECTOR

To re-elect Susan Murray as a Director of the Company.

13 - RE-ELECTION OF DIRECTOR

To re-elect MT Rainey as a Director of the Company.

14 - RE-ELECTION OF DIRECTOR

To re-elect Peter Williams as a Director of the Company.

In accordance with the UK Corporate Governance Code and the Company's Articles of Association, all directors are subject to election or annual re-election by the shareholders.

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Resolution 6 relates to the election by shareholders Dirk Hahn, who was appointed by the Board as an Executive Director on 1 September 2023.

Resolution 7 relates to the election by shareholders of Zarin Patel, who was appointed by the Board as an independent Non-Executive Director on 1 January 2023.

The Directors seeking re-election can be found in Resolutions 8 to 14.

The Director's biographies and the reasons why they are important to the Company's long-term success can be found on pages 84 to 87 of the 2023 Annual Report and Accounts and at haysplc.com.

Following the Board evaluation conducted during the year, the Board considers that each of the directors proposed for election or re-election continues to make an effective and valuable contribution and demonstrates commitment to the role. The Board is content that each Non-Executive Director offering themselves for election or re-election is independent in character and there are no relationships or circumstances likely to affect their character

or judgement. Accordingly, the Board unanimously recommends the election and re-election of these Directors.

15 - REAPPOINTMENT OF AUDITOR

To reappoint PricewaterhouseCoopers LLP as Auditor of the Company, until the conclusion of the next general meeting at which accounts are laid.

The Company is required to appoint an auditor at each general meeting at which the Company's accounts are presented to its shareholders. PricewaterhouseCoopers LLP has indicated its willingness to continue as the Company's Auditor for another year. The Audit Committee has reviewed PricewaterhouseCoopers' effectiveness and the effectiveness of the audit process and the Board, recommends its reappointment.

16 - AUDITOR'S REMUNERATION

To authorise the Audit Committee to determine the remuneration of the Auditor.

Shareholders are requested to authorise the Audit Committee to determine the remuneration of PricewaterhouseCoopers LLP, subject to their reappointment. Details of the remuneration paid to the Auditor for the year ended 30 June 2023 are set out on page 167 of the Annual Report.

17 - POLITICAL DONATIONS

THAT, in accordance with Sections 366 and 367 of the Act, the Company and any company which is or becomes a subsidiary of the Company during the period to which this resolution relates be and is hereby authorised:

1. to make political donations to political parties and/or independent election candidates, not exceeding £25,000;
2. to make political donations to political organisations other than political parties, not exceeding £25,000; and
3. to incur political expenditure, not exceeding £25,000, provided that:
4. 1. the authority conferred by this resolution shall commence on the date of the passing of this resolution and expire on the conclusion of the Company's 2024 Annual General Meeting (or adjournment thereof);
   2. the aggregate total amount of such political donations and political expenditure shall not exceed £25,000; and
   3. the terms included in this resolution have the meanings set out in Part 14 of the Act.

The Company and its subsidiaries are prohibited by the Act from making donations to any political party or other political organisation or to any independent election candidate and from incurring any other political expenditure save as authorised by a resolution of the Company's members (and of the members of the subsidiary, in the case of a subsidiary).

The Company made no political donations during the financial year ended 30 June 2023 and the Board intends to maintain its policy of not making such payments. However, as political donations are defined very broadly under the Act, some activities undertaking in the ordinary course of business may fall within the legal definition of political donation. Therefore, the Board is proposing this resolution purely as a precautionary measure to avoid any inadvertent breach of the law. Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's Annual Report.

18 - AUTHORITY TO ALLOT SHARES

THAT the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for, or convert any security into, shares in the Company:

1. up to an aggregate nominal amount of £5,312,737.83 (such amount to be reduced by the nominal amount allotted or granted under paragraph (B) below in excess of such sum); and
2. comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £10,627,069.65 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with a pre-emptive offer (including an offer by way of a rights issue or an open offer):
3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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, such authorities to apply until the end of the next AGM of the Company (or, if earlier, until close of business on 15 February 2025, 15 months after the date of the 2023 AGM). During this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Paragraph (A) of this resolution would give the Directors the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £5,312,737.83 (representing 531,273,783 ordinary shares). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at

26 September 2023, the latest practicable date prior to publication of this Notice.

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