Hays : Notice of Meeting of AGM

NOTICE OF ANNUAL GENERAL MEETING 2022

WEDNESDAY 9 NOVEMBER 2022 AT 12 NOON

UBS

5 BROADGATE LONDON EC2M 2QS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000. IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN THE COMPANY, PLEASE SEND THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.

TO THE COMPANY'S SHAREHOLDERS

3 October 2022

Dear Shareholder

2022 ANNUAL REPORT & FINANCIAL STATEMENTS AND ANNUAL GENERAL MEETING

I am pleased to inform you that the Hays plc 2022 Annual Report & Financial Statements and Notice of the 2022 Annual General Meeting (AGM) have now been published.

If you have requested a printed copy of the Annual Report & Financial Statements, it is enclosed.

Our 2022 AGM will be held at the offices of UBS, 5 Broadgate, London EC2M 2QS on Wednesday 9 November 2022 at 12 noon. Shareholder registration will be available from 11am. The formal notice of the AGM and particulars of the resolutions on which you can vote are enclosed. I hope you will be available to attend.

I draw your attention in particular to the following resolutions that are to be proposed at the AGM.

SPECIAL DIVIDEND - RESOLUTION 4

In recognition of the Company's strong performance and balance sheet position, the Board proposes a special dividend of 7.34 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.

ELECTION AND RE-ELECTION OF DIRECTORS - RESOLUTIONS 5 TO 12

In compliance with the UK Corporate Governance Code, shareholders will have the opportunity to vote on their directors' annual elections and re-elections to the Board. Accordingly, all of your directors are standing for election or re-election at the AGM. Their biographies can be found on pages 78 and 79 of the Annual Report. James Hilton's biography can be found on page 8 of this document.

ACTION TO BE TAKEN

You are requested (whether or not you intend to be present at the AGM) to complete and submit a proxy appointment form in accordance with the notes to the Notice of the AGM. To be valid, the proxy appointment form must be received at the address for delivery specified in the notes by 12 noon on Monday 7 November 2022. Completion and return of a proxy appointment will not preclude a shareholder from attending and voting at the AGM.

RECOMMENDATION

The Board considers that all of the resolutions set out in the Notice of the AGM are likely to promote the success of the Company and are in the best interests of both the Company and its shareholders as a whole. The Board unanimously recommends that shareholders vote in favour of all of these resolutions and will also be voting in favour of them.

Yours faithfully

ANDREW MARTIN

Non-Executive Chairman

Hays plc
Registered Office:	T: [phone]
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 fifth Annual General Meeting (AGM) of Hays plc (the Company) will be held at the offices of UBS, 5 Broadgate, London EC2M 2QS at 12 noon

on Wednesday 9 November 2022 to consider, and if thought fit, pass the following resolutions:

RESOLUTIONS

All resolutions will be proposed as ordinary resolutions other than resolutions 17 to 19, 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.

RESOLUTION 1 - REPORT AND ACCOUNTS

To receive the audited financial statements for the year

ended 30 June 2022, together with the reports of the Directors and Auditor.

The Directors are required to present the financial statements, Directors' Report and Auditor's report to the AGM. These are contained in the 2022 Annual Report & Financial Statements.

RESOLUTION 4 - SPECIAL DIVIDEND

To authorise the payment of a special dividend of 7.34 pence per Ordinary 1 pence share for the year ended 30 June 2022.

In recognition of the Company's strong performance, the Board proposes a return to shareholders of £121.2 million structured as a special dividend of 7.34 pence per Ordinary share.

If approved, the special dividend would be payable on 11 November 2022 to those shareholders registered at the close of business on 30 September 2022.

If approved, Resolutions 3 and 4 would bring the total dividend for the year to 10.19 pence per share. The total dividend for 2021 was 10.15 pence per share.

RESOLUTION 5 - ELECTION OF DIRECTOR

To elect James Hilton as a director of the Company.

RESOLUTION 6 - ELECTION OF DIRECTOR

To elect Joe Hurd as a director of the Company.

RESOLUTION 7 - RE-ELECTION OF DIRECTOR

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

RESOLUTION 8 - RE-ELECTION OF DIRECTOR

To re-elect Alistair Cox as a director of the Company.

RESOLUTION 2 - DIRECTORS' REMUNERATION REPORT

To approve the Remuneration Report for the year ended 30 June 2022.

Shareholders are invited to vote on the Directors' Remuneration Report, which appears in full in the 2022 Annual Report & Financial Statements.

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 2022 Annual Report & Financial Statements.

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.

RESOLUTION 3 - FINAL DIVIDEND

To authorise the payment of a final dividend of 1.90 pence per Ordinary 1 pence share for the year ended 30 June 2022.

The directors have recommended a final dividend of 1.90 pence per share, which if approved, would be payable on 11 November 2022 to those shareholders registered at the close of business on 30 September 2022.

RESOLUTION 9 - RE-ELECTION OF DIRECTOR

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

RESOLUTION 10 - RE-ELECTION OF DIRECTOR

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

RESOLUTION 11 - RE-ELECTION OF DIRECTOR

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

RESOLUTION 12 - RE-ELECTION OF DIRECTOR

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

In accordance with the UK Corporate Governance Code, all directors listed above will retire at the AGM and offer themselves for election or re-election by the shareholders. Their biographies (except James Hilton's) and the reasons why they are important to the Company's long-term success can be found on pages 78 and 79 of the Annual Report & Financial Statements and at haysplc.com. James Hilton's biography can be found on page 8 of this document.

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. (James Hilton has not participated in the Board evaluation.) The Board is content that each non-executive director offering himself or herself for election or re-election is independent in character and there are no relationships or circumstances likely to affect his or her character or judgment. Accordingly, the Board unanimously recommends the election and re-election of these directors.

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RESOLUTION 13 - REAPPOINTMENT OF AUDITOR

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

At each general meeting at which the Company's accounts are presented to its shareholders, the Company is required to appoint an auditor to serve until the next such meeting. The Board is recommending that PricewaterhouseCoopers LLP be reappointed as the Company's Auditor.

RESOLUTION 14 - AUDITOR'S REMUNERATION

To authorise the directors to determine the remuneration of the Auditor.

Shareholders are requested to authorise the directors to determine the remuneration of PricewaterhouseCoopers LLP, subject to their reappointment.

RESOLUTION 15 - POLITICAL DONATIONS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

THAT in accordance with section 366 of the Companies Act 2006 (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 2023 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 made no political donations during the financial year ended 30 June 2022 and the Board intends to maintain its policy of not making such payments.

The Company and its subsidiaries are prohibited by the Act from making donations to any EU political party or other EU political organisation or to any independent election candidate in the EU of more than £5,000 in total in any period of 12 months, and from incurring EU political expenditure, unless they have been authorised to do so in advance by the Company's shareholders.

However, as political donations are defined very broadly under the Act, the Board is proposing this resolution purely as a precautionary measure to avoid any inadvertent breach of the law and has no plans for using this authority. Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's annual report.

RESOLUTION 16 - DIRECTORS' AUTHORITY

TO ALLOT SHARES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

1. THAT the directors of the Company be generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the Act), to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £2,437,847 until the conclusion of the 2023 Annual General Meeting of the Company, unless such authority is previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before this authority expires which would or might require shares to be allotted, or rights to subscribe for or convert any securities into shares to be granted after the expiry of this authority and the directors of the Company may allot shares and grant rights to subscribe for or convert any securities into shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired;
2. THAT, subject to paragraph (c), all existing authorities given to the directors pursuant to section 551 of the Act be revoked by this resolution; and
3. THAT paragraph (b) shall be without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any securities into shares pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

This resolution is to renew the directors' general authority to allot new shares. The authority in resolution 16 will allow the directors to allot new shares and to grant rights to subscribe for or convert other securities into shares up to a nominal value of £2,437,847 which

is equivalent to approximately 15% of the issued share capital

of the Company as at 27 September 2022. This figure excludes the 13,934,611 Ordinary shares held in treasury 0.86% of the issued share capital as at the same date.

The purpose of this resolution is to give the Board flexibility to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. However, there are no current plans to allot shares under this authority.

This authority will expire at the conclusion of the 2023 Annual General Meeting. The directors intend to seek renewal of this authority at each annual general meeting of the Company.

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