Pearson : 2024 Form of Proxy

Attendance Card

The Pearson plc Annual General Meeting

The Pearson plc Annual General Meeting will be held at 10:30am on Friday, 26 April 2024 at 80 Strand, London WC2R 0RL.

If you wish to attend the meeting in person, please bring this card with you and present it on arrival.

Pearson plc - Form of Proxy

Voting ID	Task ID	Shareholder Reference Number (SRN)

You may submit your proxy electronically at 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* or (indicate below)

as my/our proxy to attend, speak and vote at the Annual General Meeting (AGM) of the company to be held at 10:30am on Friday, 26 April 2024 at 80 Strand, London WC2R 0RL and at any adjournment of that meeting.

 Please indicate here with 

 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 10:30am on Wednesday, 24 April 2024. 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.

• If you wish to appoint someone other than the Chair as your proxy, delete the words 'the Chair of the meeting or' and insert the name of your proxy.

See overleaf for notes.

Please indicate with 

Fold

 in the boxes on the right how you wish the proxy to vote your share entitlement.

Ordinary resolutions (box in bold is management's recommendation on how to vote)	For	Against	Vote
				withheld*
Resolution 1	Receipt of financial statements and reports
Resolution 2	Final dividend
Resolution 3	Election of Omar Abbosh
Resolution 4	Election of Alison Dolan
Resolution 5	Election of Alex Hardiman
Resolution 6	Re-election of Sherry Coutu
Resolution 7	Re-election of Sally Johnson
Resolution 8	Re-election of Omid Kordestani
Resolution 9	Re-election of Esther Lee
Resolution 10	Re-election of Graeme Pitkethly
Resolution 11	Re-election of Annette Thomas
Resolution 12	Re-election of Lincoln Wallen
Resolution 13	Approval of annual remuneration report
Resolution 14	Approval of Save for Shares Plan rules
Resolution 15	Re-appointment of auditors
Resolution 16	Remuneration of auditors
Resolution 17	Allotment of shares
Special resolutions (box in	bold is management's recommendation on how to vote)
Resolution 18	Waiver of pre-emption rights
Resolution 19	Waiver of pre-emption rights - additional percentage
Resolution 20	Authority to purchase own shares
Resolution 21	Notice of meetings

* 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 resolutions to be voted on in the enclosed Notice of AGM. You can appoint one or more persons, who need not be a member(s) of the company but who must attend the AGM in person, to be your proxy, to speak on your behalf and vote in accordance with your instructions. If, in respect of any resolution, no voting instructions are received, your proxy will vote, or abstain from voting, as they think fit. Your proxy will also be entitled to vote at their 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 them to sign on your behalf, must be sent with this form.

Completion of a form of proxy, or the appointment of a proxy electronically, will not stop you from participating in the meeting and voting in person or electronically should you so wish. Shareholders are invited to participate in the meeting electronically by joining a live webcast where all participants will be able to vote on the resolutions and to ask their questions in real time. Further details on how to join the AGM can be found in the enclosed Notice of AGM.

Proxies

You can appoint the Chair of the meeting or anyone else to be your proxy at the AGM. You may also appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.

To appoint more than one proxy, you should photocopy the proxy form. Please indicate next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the proxy form if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned to Equiniti.

To appoint the Chair as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the proxy form, but leave all other proxy appointment details blank.

To appoint a single proxy in respect of all of your shares other than the Chair, cross out the words 'the Chair of the meeting or' and insert the name of your proxy (who need not be a member of the company). Then complete the rest of 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 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 10:30am on Wednesday, 24 April 2024.

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 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.

Shareholders holding shares through Sharestore must submit votes by 10:30am on Tuesday, 23 April 2024.

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 proxies, or amend an instruction to a previously appointed proxy, through the CREST electronic proxy appointment service may do so for the AGM to be held at 10:30am on Friday, 26 April 2024 and any adjournment(s) thereof by using the procedures described in the CREST manual (available via 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 10:30am on Wednesday, 24 April 2024 (or no later than two business days before the time appointed for any adjourned meeting). 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 this connection, 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.

Neither the return of the form of proxy nor the submission of an electronic or CREST voting instruction will prevent a registered shareholder from attending the AGM and voting in person. Shareholders are encouraged to participate in the meeting electronically by joining a live webcast where all participants will be able to vote on the resolutions and to ask their questions in real time.

Proxy appointment using Proxymity

If you are an institutional investor, you may be able to appoint a proxy electronically through the Proxymity platform, a process which has been agreed by the company and approved by the registrar. For further information regarding Proxymity, please go to proxymity.io. Your proxy must be lodged by 10:30am on Wednesday, 24 April 2024 in order to be considered valid. Before you can appoint a proxy using this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully

as you will be bound by them and they will govern the electronic appointment of your proxy.

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, 24 April 2024 shall be disregarded in determining the rights of a shareholder to vote at the AGM in respect of the number of shares registered in their name at that time.