Randall & Quilter Investment : Notice of Annual General Meeting June 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant, bank manager or other independent professional adviser who, if you are in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or, if you are not in the United Kingdom, from another appropriately authorised independent financial adviser. The action to be taken by Shareholders is set out in paragraph 5 of Part 1 of this document.

If you sell or transfer, or have sold or otherwise transferred all of your Ordinary Shares prior to 6.00 p.m. on 17 June 2021, you should send this document together with the accompanying Form of Proxy to the purchaser or transferee of those shares or to the stockbroker, solicitor, accountant, bank manager or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such an act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred part of your holding in Ordinary Shares, please consult the stockbroker bank or other agent through or by whom the transfer or sale was effected.

Randall & Quilter Investment Holdings Ltd.

(Registered in Bermuda with the company number 47341)

Notice of Annual General Meeting

and

Proposed Final Dividend

This document does not constitute an offer of securities and accordingly is not a prospectus, neither does it constitute an admission document drawn up in accordance with the AIM Rules for Companies.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains the recommendation by the Directors to Shareholders to vote in favour of the Resolutions to be proposed at the Annual General Meeting, referred to below.

The Annual General Meeting of the Company, (notice of which is set out in Part 3 of this document), at which the Resolutions will be proposed, will be held at 71 Fenchurch Street, Ground Floor, London EC3M 4BS on 21 June 2021 at 1.00 p.m.

• Shareholders who do not hold Depositary Interests should complete the Form of Proxy enclosed with this document for use at the Annual General Meeting or complete a Form of Proxy electronically by going to the following website www.investorcentre.co.uk/eproxy .
• DI Holders should either complete a Form of Instruction (a copy of which can be requested from the Depositary at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or on [phone]) or place an instruction through the CREST system to direct the Custodian to cast votes on their behalf in respect of their Depositary Interests at the Annual General Meeting.

To be valid, Forms of Proxy and Forms of Instruction should be completed and returned in accordance with the instructions thereon so as to reach Computershare Investor Services (Bermuda), c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as follows:

• Electronic and hard copy Forms of Proxy must be received by Computershare not later than 1.00 p.m. on 17 June 2021.
• Forms of Instruction and any instructions placed through CREST in relation to the Annual General Meeting must be received by Computershare no later than 1.00 p.m. on 16 June 2021.

The return of a completed Form of Proxy, Form of Instruction or CREST instruction will not prevent you from attending the Annual General Meeting and voting in person if you so wish.

Numis Securities Limited ("Numis"), which is regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company and is acting for no-one else in connection with the matters referred to in this document, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis nor for providing advice to any other person in relation to the matters referred to in this document.

Online Access

A copy of this document is available online at http://www.rqih.com/investors/shareholder- information/shareholder-notices.

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CONTENTS

		Page
Expected Timetable of Principal Events	4
Directors, Secretary and Advisers	5
Definitions	6
Part 1	- Letter from the Group Chairman and Chief Executive Officer of Randall & Quilter	8
Part 2	- Additional Information	16
Part 3	- Notice of Annual General Meeting	17

Shareholders are advised to read this document carefully. If you require assistance in completing the Form of Proxy or the Form of Instruction or require additional Forms of Proxy or Forms of Instruction, please call Computershare on 0370 702 0000 or, if phoning from outside the UK, on [phone]. Calls may be recorded and monitored randomly for security and training purposes.

For legal reasons, Computershare will not be able to give advice on the merits of the matters referred to in this document or to provide legal, financial or taxation advice.

You may not use any electronic address provided within this document or any related documents to communicate with the Company other than as expressly stated.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publishing and posting of this document to Shareholders	28 May 2021
Latest time and date for receipt of the Form of Instruction	1.00 p.m. on 16 June 2021
for, or placing of a CREST instruction in relation to, the
Annual General Meeting
Latest time and date for receipt of the Form of Proxy for the	1.00 p.m. on 17 June 2021
Annual General Meeting
Annual General Meeting	1.00 p.m. on 21	June 2021
Record Date (for determining entitlement to the final dividend)	4	June 2021
Ordinary Shares and Depositary Interests in respect of	3	June 2021
underlying Ordinary Shares commence trading ex-dividend
Final dividend payment date	24	June 2021

Notes:

1. All references to time in this document are to London (UK) time unless otherwise stated.
2. The dates and times given in this document are based on the Company's current expectations and may be subject to change. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

Coronavirus (COVID-19) Update

The Company is committed to ensuring the safety of all its stakeholders. In the lead up to the Annual General Meeting, we are closely monitoring the impact of the Covid-19 virus in the United Kingdom and the UK Government's restrictions and guidance on public gatherings and social distancing. We are planning to conduct the meeting with the minimum number of Shareholders present so as to enable the Annual General Meeting to be quorate. This is expected to mean that only one Director and a single further Shareholder will be physically present at the meeting and social distancing measures will be in place. Shareholders are therefore encouraged to submit a Form of Proxy (preferably electronically by going to the following website www.investorcentre.co.uk/eproxy) or Form of Instruction in advance of the Annual General Meeting. Shareholders are specifically requested not to appoint a named individual as their proxy but instead to appoint the Chairman of the Meeting.

Shareholders are invited to call in to the AGM to listen to proceedings of the meeting. Shareholders interested in registering for the call can do so by emailing [e-mail] no later than 1.00 p.m. on 17 June 2021. Please ensure you have proof of shareholding and identity available to register.

The Board welcomes engagement with its Shareholders and those who have questions relating directly to the business of the AGM can forward their questions to the Company Secretary by emailing [e-mail] no later than 1.00 p.m. on 14 June 2021. Answers to these questions will be provided directly to Shareholders.

The Company will continue to monitor the latest government guidelines. If the Directors subsequently consider that arrangements regarding attendance at the AGM can change, the Company will notify Shareholders as soon as reasonably practicable of any such changes via RNS and on our website. We encourage Shareholders to monitor the Company's website for any updates in relation to this year's AGM. In any case, to protect the health and wellbeing of the Company's employees, Shareholders and the public, we would strongly encourage Shareholders to consider not attending the meeting in person and to vote in advance by proxy instead.

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DIRECTORS, SECRETARY AND ADVISERS
Directors	William Spiegel, Executive Chairman
	Alan Quilter, Chief Executive Officer
	Thomas Solomon, Chief Financial Officer
	Philip Barnes, Non-Executive Director
	Alastair Campbell, Non-Executive Director
	Eamonn Flanagan, Non-Executive Director
	Joanne Fox, Non-Executive Director
Company Secretary	Beverley Murphy
Registered Office	Clarendon House
	2 Church Street
	Hamilton HM11
	Bermuda
Website	www.rqih.com
Nominated Adviser and Broker	Numis Securities Limited
	The London Stock Exchange Building
	10 Paternoster Square
	London
	EC4M 7LT
Joint Broker	Barclays Bank PLC
	1 Churchill Place
	London
	E14 5HP
Legal advisers to the Company	Mills & Reeve LLP
as to English law	24 King William Street
	London
	EC4R 9AT
Legal advisers to the Company	Conyers Dill & Pearman
as to Bermuda law	Clarendon House
	2 Church Street
	Hamilton HM11
	Bermuda
Registrars	Computershare Investor Services (Bermuda) Limited
	5 Reid Street
	Hamilton HM11
	Bermuda

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