Rathbones : Resolutions passed at General Meeting

Company No. 01000403

THE COMPANIES ACT 2006

ORDINARY RESOLUTIONS

OF

RATHBONES GROUP PLC

(the "Company")

At a general meeting of the Company duly held and convened at the offices of at 8 Finsbury Circus, London, EC2M 7AZ on 23 June 2023 at 10.30 a.m. the following resolutions were duly passed as ordinary resolutions:

RESOLUTION 1: ORDINARY RESOLUTION - APPROVAL OF THE COMBINATION

1. THAT subject to and conditional upon the passing of Resolution 2 below:

1. the proposed combination of the Company with Investec Wealth & Investment Limited and its subsidiaries, which constitutes a Class 1 transaction for the purposes of Chapter 10 of the Listing Rules (the "Combination"), substantially on the terms and subject to the conditions of the share purchase agreement dated 3 April 2023 between the Company and Investec Bank PLC (the "Share Purchase Agreement"), and the entry by the Company into the associated arrangements, all as described in the combined prospectus and circular to the shareholders of the Company dated 1 June 2023, be and are hereby approved; and
2. the directors of the Company (the "Directors") (or any duly constituted committee thereof) be and are hereby authorised to take all necessary or appropriate steps and to do all necessary or appropriate things to implement, complete or procure the implementation or completion of the Combination and give effect thereto with such modifications, variations, revisions, waivers or amendments (not being modifications, variations, revisions, waivers or amendments to the terms of the Combination of a material nature by reference to Listing Rule 10.5.2) as the Directors (or any duly authorised committee thereof) may deem necessary, expedient or appropriate in connection with the Combination.

RESOLUTION 2: ORDINARY RESOLUTION - AUTHORITY TO ALLOT SHARES

2. THAT subject to and conditional upon the passing of Resolution 1 above and without prejudice to all existing authorities (which will remain in full force and effect), the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to allot shares in the Company (including the Non-Voting Convertible Ordinary Shares (as defined below)), and to grant rights to subscribe for or to convert any security into shares in the Company (including Non-Voting Convertible Ordinary Shares), up to an aggregate nominal amount of £2,226,916.55 in connection with the Combination for a period expiring (unless previously renewed, varied or revoked by resolution of the Company) five years after the date on which this resolution is passed, provided that the Company may make an offer or agreement before this authority expires which would or might require shares in the Company (including Non-Voting Convertible Ordinary Shares) to be allotted, or rights to subscribe for or convert any security into shares in the Company (including Non-Voting Convertible Ordinary Shares) to be granted, after this authority has expired and the Directors may allot shares in the Company (including Non-Voting Convertible Ordinary Shares) and grant rights in pursuance of that offer or agreement as if this authority had not expired. For the purpose of this Resolution 2, Non-Voting Convertible Ordinary Shares means ordinary shares of 5 pence each in the Company having the rights and being subject to the restrictions set out below.

Interpretation

1. For the purposes of the rights and restrictions attaching to the Non-Voting Convertible Ordinary Shares:

Articles means the articles of association of the Company;

acting in concert has the meaning given in the City Code as applied by the Takeover Panel, and references to acting in concert shall be construed as acting in concert in relation to the Company;

Board means the board of directors of the Company;

Business Day means any day (other a Saturday, Sunday or public holiday) on which banks are generally open for business in London;

City Code means the UK City Code on Takeovers and Mergers as in effect from time to time;

Company means Rathbones Group plc, a company incorporated and registered in England and Wales with registered number 1000403;

Company Director Concert Party means any director of the Company (and the close relatives of any such director), other than any director nominated for appointment as a director pursuant to any relationship agreement entered into between, inter alia, any Non-Voting Convertible Shareholder and the Company from time to time;

CREST means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 / 3755)) in respect of which Euroclear UK & International Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred in uncertificated form;

FCA means the Financial Conduct Authority acting in its capacity as the competent authority for listing in the United Kingdom for the purposes of Part VI of FSMA;

FSMA means the UK Financial Services and Markets Act 2000, as amended;

Maximum Voting Threshold means 29.9 per cent. of the total voting rights in the Company from time to time;

Non-Voting Convertible Ordinary Shareholder means a holder of Non-VotingConvertible Ordinary Shares;

Non-Voting Convertible Ordinary Shares has the meaning set out above: Official List means the official list maintained by the FCA;

Takeover Panel means the UK Panel on Takeovers and Mergers; and

Ordinary Shares means ordinary shares of 5 pence each in the capital of the Company.

General/Ranking

2. The Non-Voting Convertible Ordinary Shares shall rank pari passu with the Ordinary Shares (and any other non-voting convertible ordinary shares which may be issued on substantially equivalent terms to the Non-Voting Convertible Ordinary Shares) in all respects. No offer shall be made by the Company, or action proposed by the Company, to the holders generally of the Ordinary Shares, unless the same offer is made, or the same action is proposed, to the holders generally of the Non-Voting Convertible Ordinary Shares. For the avoidance of doubt, this does not mean that holders of the Ordinary Shares will be obliged to subscribe for Non- Voting Convertible Ordinary Shares in proportion to (or otherwise as a condition to) any subscription for more Ordinary Shares. Subject to the foregoing, the rights and restrictions attaching to the Non-Voting Convertible Ordinary Shares are as set out in paragraphs 3 to 13

below.

Income

3. On a distribution of profits, whether by cash dividend, dividend in specie, scrip dividend, capitalisation issue or otherwise, the Non-Voting Convertible Ordinary Shares shall rank pari

passu with the rights to distributions of profits attaching to the Ordinary Shares.

Capital

4. On a distribution of profits, whether by cash dividend, dividend in specie, scrip dividend, capitalisation issue or otherwise, the Non-Voting Convertible Ordinary Shares shall rank pari passu with the rights to distributions of profits attaching to the Ordinary Shares.

Voting

1. Any holder of Non-Voting Convertible Ordinary Shares shall not be entitled, in its capacity as a holder of such Non-Voting Convertible Ordinary Shares, to receive notice of any general meeting of the Company nor to attend, speak or vote at any such general meeting, unless the business of the meeting includes the consideration of a resolution to vary the rights attaching to the Non-Voting Convertible Ordinary Shares.
2. If any holder of Non-Voting Convertible Ordinary Shares is entitled to vote at a general meeting of the Company in its capacity as a holder of such Non-Voting Convertible Ordinary Shares, then, subject to any provision of the Articles, such holder shall be entitled to one vote per Non-Voting Convertible Ordinary Share held at such general meeting, whether on a show of hands or on a poll.

No deemed variation

7. The rights attaching to the Non-Voting Convertible Ordinary Shares shall not be, and shall not be deemed to be, varied or abrogated in any way by:

1. the creation, allotment or issue of any Ordinary Shares; or
2. the purchase by the Company or cancellation of any Ordinary Shares.

Conversion

8. At any time, a Non-Voting Convertible Ordinary Shareholder shall be entitled, by serving a conversion notice on the Company at its registered office (accompanied by the share certificate(s) in respect of the Non-Voting Convertible Ordinary Shares concerned if the Non- Voting Convertible Ordinary Shares are held in certificated form), to require the Company to convert such amount of the Non-Voting Convertible Ordinary Shares held by such Non-Voting Convertible Ordinary Shareholder as is stated in the notice into Ordinary Shares, on a one- for-one basis, so long as such conversion does not (in the reasonable opinion of the Board) result in:

1. the Non-Voting Convertible Ordinary Shareholder or any other person acting in concert with it being required to make a mandatory offer for the Company under Rule 9 of the City Code; or
2. the number of votes carried by the Ordinary Shares and the Non-Voting Convertible Ordinary Shares in which the Non-Voting Convertible Ordinary Shareholder and any person acting in concert with it (other than any Company Director Concert Party) are interested exceeding the Maximum Voting Threshold.

Conversion of any Non-Voting Convertible Ordinary Shares pursuant to this paragraph 8 shall be effected by the Board re-designating the relevant Non-Voting Convertible Ordinary Shares as Ordinary Shares and, in any such case, the relevant Non-Voting Convertible Ordinary Shareholder shall be deemed irrevocably to approve such re-designation and to consent to any variation or abrogation of its rights as may be occasioned by such re-designation.

9. The Non-Voting Convertible Ordinary Shareholder shall specify in the conversion notice served pursuant to paragraph 8 whether it wishes to hold the Ordinary Shares arising on conversion of the Non-Voting Convertible Ordinary Shares in certificated form or in uncertificated form through CREST. If the Non-Voting Convertible Ordinary Shares to which the conversion notice relates are held in uncertificated form, the Non-Voting Convertible Ordinary Shareholder shall also, prior to or at the same time as serving the conversion notice, generate a CREST stock withdrawal in respect of the relevant Non-Voting Convertible Ordinary Shares.

1. Where the Ordinary Shares arising on conversion of the Non-Voting Convertible Ordinary Shares are to be held in certificated form, within 10 Business Days of the conversion of the Non-Voting Convertible Ordinary Shares into Ordinary Shares, the Company shall forward to the relevant Non-Voting Convertible Ordinary Shareholder, free of charge, a definitive certificate for the appropriate number of fully paid up Ordinary Shares and (if the Non-Voting Convertible Ordinary Shares are held in certificated form) a new certificate for any unconverted Non-Voting 201 Convertible Ordinary Shares comprised in the certificate surrendered by it. Pending the despatch of definitive certificates, transfers shall be certified against the register of members of the Company.
2. Where the Ordinary Shares arising on conversion of the Non-Voting Convertible Ordinary Shares are to be held in uncertificated form, the Company shall ensure that the appropriate number of Ordinary Shares are delivered, within 10 Business Days of the conversion of the Non-Voting Convertible Ordinary Shares, to the CREST account specified by the Non-Voting Convertible Ordinary Shareholder in the relevant conversion notice or, where the Non-Voting Convertible Ordinary Shares are already held in uncertificated form, to the same CREST account in which the Non-Voting Convertible Ordinary Shares subject to the conversion were held. If the Ordinary Shares are no longer a participating security in CREST, the provisions of paragraph 9 and this paragraph 11 shall apply mutatis mutandis to any clearing system through which the Ordinary Shares are then held in dematerialised form.
3. The Company shall use reasonable endeavours to procure that the Ordinary Shares arising on conversion of the Non-Voting Convertible Ordinary Shares are, as soon as reasonably possible, admitted to the Official List and to trading on London Stock Exchange's Main Market for listed securities.

Transfer/Listing

13. The Non-Voting Convertible Ordinary Shares shall be non-transferrable and no admission to listing or admission to trading shall be sought for the Non-Voting Convertible Ordinary Shares whilst they remain Non-Voting Convertible Ordinary Shares.