Reach : Notice of Meeting

Notice of Annual General Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Reach plc please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission

to the purchaser or transferee.

Reach plc

(Incorporated and registered in England and Wales No. 82548)

Notice of the 2023 annual general meeting and a letter from your Chairman including an explanation of the business to be conducted at the meeting which is to be held on Wednesday, 3 May 2023 at 11:00 a.m. at Numis' offices, 45 Gresham St, London, EC2V 7BF.

Whether or not you propose to attend the annual general meeting, please complete and submit the enclosed proxy form in accordance with the instructions printed on it. The proxy form must be received by no later than 11:00 a.m. on Friday, 28 April 2023. Completion and return of the proxy form will not prevent you from attending and voting at the annual general meeting in person.

Alternatively you can register your proxy vote electronically no later than 11:00 a.m. on Friday,

28 April 2023 either at www.sharevote.co.uk or CREST members can use the service provided by Euroclear. Further details are given in the notes to this document.

Reach plc | Notice of Meeting 2023

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Chairman's letter

Reach plc

(Incorporated and registered

in England and Wales No. 82548)

Dear Shareholder

The 118th annual general meeting of Reach plc (the 'Company') will be held at 11:00 a.m. on Wednesday, 3 May 2023 at Numis' offices, 45 Gresham St, London, EC2V 7BF (the 'Meeting'). The resolutions proposed are set out on pages 3 to 5 in this document, contained within the Notice of Meeting (the 'Notice').

The Meeting provides a valuable opportunity for you, the shareholders, to meet the Board of Directors (the 'Board') of Reach plc and ask questions and we look forward to your attendance and welcoming shareholders in person at the Meeting.

How to participate in the Meeting remotely

To support engagement with our shareholders we are providing a facility to allow shareholders to listen to the business of the Meeting, but not ask questions, via webcast by using this link https://edge.media- server.com/mmc/p/44fgp3ub. Please note that shareholders who join remotely will not count in the quorum for the Meeting. Please check the Company's website www.reachplc.com in advance of the Meeting in case there are any further changes to the arrangements for the Meeting.

Procedures at the Meeting

Shareholders are permitted to appoint multiple proxies. A proxy form which may be used to make such appointment and give proxy instructions accompanies this document.

Details of how to appoint multiple proxies are set out in the explanatory notes on your proxy form.

We propose to put all resolutions at the Meeting to shareholders by way of a poll. The Board considers that a poll is more democratic since it allows the votes of all shareholders to be counted. I will call for the poll at the start of the formal business of the Meeting.

Action to be taken

A proxy form for use at the Meeting is enclosed with this document and shareholders are strongly encouraged to submit their proxy form in advance of the Meeting. Whether or not you propose to attend the Meeting in person, it is important that you complete and sign the enclosed proxy form in accordance with the instructions printed thereon and return it to the registrars, Equiniti at Aspect House, Spencer Road, Lancing, BN99 6DA as soon as possible and in any event no later than 11:00 a.m. on Friday, 28 April 2023.

If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Equiniti on 0371 384 2235 or [phone] from overseas. Lines are open from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding bank holidays). You may prefer to submit your proxy electronically. If so, please access the website www.sharevote.co.uk, which is operated by Equiniti, where full details of the procedure are given. The voting ID, task ID and shareholder reference number printed on the proxy form will be required to use the electronic proxy appointment system.

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Registered office

One Canada Square

Canary Wharf

London E14 5AP

The deadline for receipt of electronic proxies is no later than 11:00 a.m. on Friday, 28 April 2023. Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the Meeting by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.

CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider(s). The completion and return of a proxy form will not preclude you from attending the Meeting and voting in person. Further details of submitting proxy documentation can be found in the explanatory notes on your proxy form.

The results of voting at the Meeting will be announced through a Regulatory Information Service and made available on the Company's website www.reachplc.com as soon as possible following the Meeting.

Shareholders are invited to submit any question via email to [e-mail] or in writing to AGM Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London, E14 5AP by 11:00 a.m. on Wednesday, 19 April 2023. Answers of which will be posted on the Company's website www.reachplc.com as a written Q&A, grouped into themes relevant to the business of the Meeting as soon as practicable, and no later than Monday, 24 April 2023. We will however endeavour to answer questions received after Wednesday, 19 April 2023 but before the proxy deadline on 11:00 a.m. on Friday, 28 April 2023 and they will be posted to the Company's website www.reachplc.com after the Meeting.

Dividends

As a responsible business, Reach is committed to reducing its carbon footprint across its business activities. In support of this, the Board has agreed that dividends will be chequeless from June 2023. If you want to continue to receive your dividends, you will need to provide your bank or building society account details to Equiniti as soon as possible, so that future dividend payments and any other money payable to you in connection with your shares can be made by direct payment. Please see Note 20

for further information.

Recommendation

Your directors believe the resolutions which are to be proposed at the Meeting are in the best interests of the Company and its shareholders as a whole. Your directors unanimously recommend shareholders to vote in favour of the resolutions as each of your directors intends to do in respect of their own shareholdings.

If arrangements for the Meeting change before the date of the Meeting, we will notify shareholders of any change with an announcement on the Company's website at www.reachplc.com and via a Regulatory Information Service. Any updates to the position will be included on our website at www.reachplc.com.

Yours faithfully,

Nick Prettejohn

Chairman

Notice of Annual General Meeting

Notice is hereby given that the 118th annual general meeting of Reach plc (the 'Company' or 'Group') will be held at Numis' offices, 45 Gresham St, London, EC2V 7BF on Wednesday, 3 May 2023 at 11:00 a.m. to consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions (in the case of resolutions 1 to 16 and 20) and as special resolutions (in the case of resolutions 17 to 19 and 21).

Report and Accounts

1. To receive the audited Report and Accounts for the 52 weeks ended 25 December 2022, together with the reports of the directors' and auditor's.

Remuneration Report

2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages 120 to 136 of the audited Report and Accounts for the 52 weeks ended 25 December 2022.

Final dividend

3. To declare a final dividend of 4.46 pence per ordinary share.

Directors

1. To re-elect Mr Nick Prettejohn as a director.
2. To re-elect Mr Jim Mullen as a director.
3. To re-elect Ms Anne Bulford, CBE, as a director.
4. To re-elect Mr Steve Hatch as a director.
5. To re-elect Mr Barry Panayi as a director.
6. To re-elect Ms Olivia Streatfeild as a director.
7. To elect Mr Darren Fisher as a director.
8. To elect Ms Priya Guha, MBE, as a director.
9. To elect Ms Denise Jagger as a director.
10. To elect Mr Wais Shaifta as a director.

Auditor

1. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid.
2. To authorise the Audit & Risk Committee acting on behalf of the directors to determine the remuneration of the auditor.

Authority to allot shares

16. THAT, in substitution for all subsisting authorities to the extent unused, the directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or to convert any security into, shares in the Company:

1. up to an aggregate nominal amount of £10,569,028 (such amount to be reduced by the nominal amount of any equity securities, as defined in section 560 of the Act, allotted or granted under paragraph (ii) of this resolution 16 in excess of £10,569,028); and
2. comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £21,138,057 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) of this resolution 16) in connection with a fully pre-emptive 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 directors otherwise consider necessary,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider 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 the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts).

The authorities conferred under paragraphs (i) and (ii) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or at the close of business on 23 June 2024, whichever is the earlier, save that under each authority the Company may before such expiry make offers, or enter into agreements, which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such offers or agreements as if the authority conferred hereby had not expired.

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Notice of Annual General Meeting continued

Authority to disapply pre-emption rights

17. THAT, subject to the passing of resolution 16 and in substitution for all subsisting authorities to the extent unused, the directors be and are hereby authorised, pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act'), to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by resolution 16 or by way of a sale of treasury shares, as if section 561 of the Act did not apply to any such allotment or sale, such authority shall be limited to:

1. the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (ii) of resolution 16 by way of a fully pre-emptive offer only):
2. 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 directors otherwise consider necessary,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider 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 the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts);

1. in the case of the authority granted under paragraph (i) of resolution 16 and/or in the case of any sale or transfer of treasury shares for cash to the allotment (otherwise than under paragraph (i) of this resolution 17) of equity securities up to an aggregate nominal value of £1,585,354; and
2. in the case of the authority granted under paragraph (i) of resolution 16 and/or in the case of any sale or transfer of treasury shares for cash, to the allotment of equity securities or the sale of treasury shares (otherwise than under paragraph
   (i) or paragraph (ii) of this resolution 17) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (ii) of this resolution 17, such authority to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

and shall, unless renewed, varied or revoked by the Company in a general meeting, such authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or at the close of business on 23 June 2024 whichever is earlier, save that the Company shall be entitled to make offers, or enter into agreements, before the expiry of such authority which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors

shall be entitled to allot equity securities (and sell treasury shares) pursuant to such offers or agreements as if the authority had not expired.

Further disapplication of pre-emption rights for acquisitions etc.

18. THAT, subject to the passing of resolution 16 above and in substitution for all subsisting authorities to the extent unused, the directors be and are hereby authorised in addition to any authority granted under resolution 17, pursuant to section 570 and section 573 of the Companies Act 2006 (the 'Act'), to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by paragraph

1. of resolution 16 or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be limited to:

1. the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £1,585,354 such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph
   (i) of this resolution 18) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (i) of this resolution 18, such authority to be used only for the purposes of making a follow-on offer which the directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or at the close of business on 23 June 2024, whichever is the earlier, save that, in each case, the Company may, before such expiry, make offers, or enter into agreements, which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors may allot equity securities (and sell treasury shares) in pursuance of such offers or agreements as if the authority had not expired.

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Authority to purchase own shares

19. THAT, the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with section 701 of the Companies Act 2006 (the 'Act'), to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the directors of the Company may from time to time determine, and in substitution for all existing authorities conferred on the directors of the Company, provided that:

1. the maximum number of Ordinary Shares hereby authorised to be purchased is 31,707,085;
2. the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 10 pence;
3. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to the higher of:
4. 1. an amount equal to 105 per cent of the average of the middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which the Ordinary Share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venues where the purchase is carried out;
5. the authority hereby conferred by this resolution
   19 shall, unless renewed, varied or revoked by the Company in a general meeting expire at the end of the next annual general meeting of the Company after the passing of this resolution or at the close of business on 23 June 2024, whichever is the earlier; and
6. the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of Ordinary Shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase Ordinary Shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

Political donations

20. THAT, in accordance with the Companies Act 2006 (the 'Act'), the Company and all companies that are or become subsidiaries of the Company at any time during the period for which this resolution is effective, be and are hereby authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £50,000 in total; and/or
2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and/or
3. incur political expenditure not exceeding £50,000 in total,

during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting of the Company, after the passing of this resolution or at the close of business on 23 June 2024, whichever is the earlier, provided that the aggregate amount of any such donations and expenditure within such period shall not exceed £75,000.

For the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Act.

Notice of general meetings

21. THAT, a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or at the close of business on 23 June 2024, whichever is the earlier.

By order of the Board

Lorraine Clover

Company Secretary

One Canada Square

Canary Wharf

London E14 5AP

24 March 2023

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