Reach : Supplement to the Notice of Annual General Meeting 2025

Supplement to the Notice of Annual General Meeting 2025

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 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)

This document contains notice of an additional resolution to be proposed at the 2025 annual general meeting to be held at 11:00 a.m. on Thursday, 1 May 2025 at Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF.

Shareholders who have already returned a proxy form or submitted a proxy appointment in advance of the annual general meeting, should refer to the section entitled "Action to be taken" in this document. This section provides information on the action that all shareholders should take in relation to appointing a proxy so that it relates to all the resolutions to be proposed at the annual general meeting.

Chairman's letter

Reach plc

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

Dear Shareholder

You will have recently received a notice of the 120th annual general meeting (Notice of Meeting) of Reach plc (the Company) to be held at 11:00 a.m. on Thursday, 1 May 2025 at Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF (the Meeting).

I am writing to you with notice of an additional resolution to be proposed at the Meeting (Additional Resolution), along with the other resolutions set out in the Notice of Meeting, which you will be asked to consider and vote on. The Additional Resolution is set out on page 4 of this document. In addition, resolution 5 in the Notice of Meeting will not be put to a vote at the Meeting and will be withdrawn following the announcement on 31 March 2025 that Jim Mullen is stepping down as a director with immediate effect.

Additional resolution to be proposed at the 2025 Annual General Meeting

It was announced on 31 March 2025 that Piers North had been appointed as Chief Executive Officer (CEO) and as a director of the Company with effect from 31 March 2025.

All directors of the Company retire at the Meeting and accordingly the Additional Resolution is required to elect Piers North to the Board as a director of the Company.

Director Biography

Piers North

Chief Executive Officer Appointment date: March 2025

Skills, experience and contribution: Piers is an established leader in digital media and online advertising, having spent nearly 30 years working in the field. He has significant experience in strategic digital transformation and delivering revenue growth, bringing a wealth of knowledge and insight to the Board in these areas. Piers has been an Executive Committee member for nearly five years, contributing extensively to the strategic direction and performance of the Company. He got his start in an online journalism role before moving on to the commercial side of the media industry. He then held various digital strategy positions, including ten years at Yahoo, before joining Reach as Digital Strategy Director in 2014. He was promoted to Chief Revenue Officer in 2020, where he was responsible for overseeing all of the Group's advertising and commercial revenues across print and digital.

Current external appointments: None.

Registered office One Canada Square Canary Wharf London E14 5AP

The directors believe that it is appropriate that Piers North, as CEO, is elected to the Board. Piers has a strong record of leadership and delivery at the Company and brings experience from both within the Company and wider industry.

Voting on the Additional Resolution, along with the other resolutions (except for resolution 5 that is being withdrawn) set out in the Notice of Meeting, will be conducted by way of a poll.

Action to be taken

You may appoint a proxy: (i) by post (please detach the proxy form, fill it in, sign it and send it to Equiniti in the reply paid envelope provided); or (ii) electronically atwww.shareview.co.uk; or (iii) for CREST participants by lodging proxy appointments via CREST; or (iv) for institutional investors by lodging proxy appointments via Proxymity.

If you are appointing a proxy using the proxy form enclosed with the Notice of Meeting and you have not already returned your proxy form, use the revised proxy form enclosed with this document and you will be able to vote on all resolutions including the Additional Resolution.

If you have already returned your proxy form, or already voted, to ensure your vote is counted please resubmit your vote using the revised proxy form in respect of all resolutions (including the Additional Resolution) enclosed with this document for use at the Meeting to vote on all the resolutions, including the Additional Resolution. 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 Company's registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and in any event no later than 11:00 a.m. on Tuesday, 29 April 2025.

If you are appointing a proxy electronically, whether online or through CREST, and you have not already submitted your electronic proxy appointment, when you do so now you will be able to vote on all resolutions, including the Additional Resolution.

If you have submitted your proxy appointment electronically, whether online or through CREST, to ensure your vote is counted please resubmit your vote on all the resolutions, including the Additional Resolution.

The deadline for receipt of electronic proxies is no later than 11:00 a.m. on Tuesday, 29 April 2025. 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.

If you have already returned a proxy form or submitted your electronic proxy appointment and now do nothing, the proxy appointment you have already made in respect of the resolutions in the Notice of Meeting dated 20 March 2025 will not be counted and will not be valid.

You will find further information on proxy appointments in the notes 5 to 9 on pages 5 and 6 of this document.

Making your proxy appointments will not preclude you from attending the Meeting and voting in person if you wish to do so.

Recommendation

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

Yours faithfully,

Nick Prettejohn Chairman

Supplement to the notice of the 2025 annual general meeting

The 120th annual general meeting of Reach plc (the Company or Group) will be held at 11:00 a.m. on Thursday, 1 May 2025 at Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF (the Meeting) (notice of which was given on 20 March 2025).

In addition to the 20 resolutions set out in the Notice of Annual General Meeting 2025 dated 20 March 2025 (of which this document forms part), the following additional resolution (resolution 21) will be proposed as an ordinary resolution:

21.

To elect Mr Piers North as a director.

By order of the Board

Laura Harris Company Secretary

One Canada Square Canary Wharf London E14 5AP 31 March 2025

Notes

The following notes explain your rights as a shareholder and your right to attend and vote on the resolutions to be proposed at the Meeting (including the Additional Resolution).

Shareholders entitled to attend and vote

• 1. The arrangements for attendance and voting at this year's Meeting and for asking questions on the business of the Meeting are explained in the Chairman's letter in the Notice of Meeting dated 20 March 2025. Any changes to the arrangements will be communicated to shareholders as soon as possible, before the Meeting on the Company's website,www.reachplc.com, and where appropriate, via a Regulatory Information Service. As explained in the Chairman's letter, we are providing a facility to allow shareholders to listen to the business of, but not participate in or ask questions at, the Meeting via a webcast by using this linkhttps://brrmedia.news/ RCH_AGM25. Please check the Company's website,www.reachplc.com, in advance of the Meeting in case there are any changes to the arrangements for the Meeting.

• 2. Holders of Ordinary Shares, or their duly appointed representatives are entitled to attend, vote and speak at the Meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to attend, vote and speak on his/her behalf.

• 3. Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended) and for the purposes of section 360B of the Companies Act 2006 (the Act), the Company specifies that only those shareholders registered in the register of members of the Company as at 6:30 p.m. on Tuesday, 29 April 2025 (the Specified Time) (or, if the Meeting is adjourned to a time more than 48 hours after the Specified Time, by 6:30 p.m. on the day which is two days prior to the time of the adjourned Meeting) shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time. If the Meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast at the adjourned meeting). Changes to entries on the relevant register of securities after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

4. A proxy form is enclosed with this document, and members who wish to use it should see that it is deposited, duly completed, together with any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority) with the Company's registrar, Equiniti, not less than 48 hours before the time fixed for the Meeting. Completion and posting of the proxy form will not preclude shareholders from attending and voting in person at the Meeting should they wish to do so. You may appoint a proxy: (i) by post (please detach the proxy form, fill it in, sign it, and send it to Equiniti in the reply paid envelope provided); or (ii) electronically atwww.shareview.co.uk; or (iii) for CREST participants by lodging proxy appointments via CREST; or (iv) for institutional investors by lodging proxy appointments via Proxymity.

Voting by proxy

• 5. Members are entitled to appoint a proxy in respect of some or all of their shares. Members are also entitled to appoint more than one proxy. If a member appoints more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. A space has been included on the proxy form to allow members to specify the number of shares in respect of which that proxy has been appointed. Members who return the proxy form duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares.

• 6. 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 [phone] (please note lines are open from 8:30 a.m. to 5:30 p.m. (UK time) Monday to Friday, excluding public holidays in England and Wales) or in writing to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

• 7. Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through Equiniti's website Shareview, by creating an online portfolio atwww.shareview.co.uk and following the on-screen instructions. You will need your Shareholder Reference Number shown on the proxy form. Alternatively, shareholders who have already registered with Equiniti Registrars' online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio atwww.shareview.co.uk. Once logged in, simply click 'View' on the 'My investments' page and then click on the link to vote and follow the on-screen instructions.

  A proxy appointment submitted by hard copy form or made electronically will not be valid if sent to any address other than those provided or if received after 11:00 a.m. on Tuesday, 29 April 2025. Please note that any electronic communication found to contain a computer virus will not be accepted.

Notes continued

Electronic proxy appointment through CREST

8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. 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 t heir 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 UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available viawww.euroclear.com).

The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time-stamp 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 services providers 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 or 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com). 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 (as amended).

Nominated Persons

9. The right to appoint a proxy does not apply to persons who have been nominated by a shareholder to enjoy information rights under the Act (a Nominated Person). A copy of this Notice is therefore sent to a Nominated Person for information purposes only. A Nominated Person may have a right under an agreement with the shareholder by whom they were nominated to be appointed (or to have someone else appointed) as a proxy for the Meeting. Alternatively, if a Nominated Person does not have such a right, or does not wish to exercise it, they may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.

Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights

(or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by Equiniti. For further information regarding Proxymity, please go towww.proxymity.io. Your proxy must be lodged by 11:00 a.m. on Tuesday, 29 April 2025 in order to be considered valid. Before you can appoint a proxy via 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.

Voting by corporate representatives

10. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that they do not do so in relation to the same shares.

Questions at the Meeting

11. Any member attending the Meeting in person has a right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the Meeting or would involve the disclosure of confidential information; or (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Documents available for inspection

12. Copies of the executive directors' service contracts, letters of appointment of the non-executive directors and a copy of the current Articles of Association will be available for inspection at an agreed time at the Company's registered office, One Canada Square, Canary Wharf, London, E14 5AP. So that appropriate arrangements can be made for shareholders wanting to inspect documents, we request that you please [e-mail] book an appointment to view these documents during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded).

All such documents will also be available for inspection at Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF from 10:45 a.m. on Thursday, 1 May 2025 until the conclusion of the Meeting.

Total voting rights

• 13. As at 28 March 2025, being the latest practicable date prior to publication of this supplement to the Notice, the Company's issued share capital consisted of 322,085,269 Ordinary Shares including treasury shares with a nominal value of 10 pence carrying one vote each. The Company holds 3,927,313 Ordinary Shares in treasury. Therefore, the total voting rights in the Company as at 28 March 2025 are 318,157,956.

• 14. The contents of this Notice details the total number of shares in respect of which members are entitled to exercise voting rights at the Meeting as at 28 March 2025, being the latest practicable date prior to the printing of this Notice, and if applicable, any members' statements, members' resolutions or members' matters of business received after the date of this Notice will be available on the Company's website,www.reachplc.com.

Automatic poll voting

15. Each of the resolutions to be put to the Meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the Meeting. The results of the poll will be published on the Company's website,www.reachplc.com, and announced via a Regulatory Information Service once the votes have been counted and verified.

Publication of audit concerns

• 16. Under section 527 of the Act, members that meet the threshold requirements set out in that section have the right to require the Company to publish on a website, a statement setting out any matter relating to:

  • (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting; or

  • (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which Annual Accounts and Reports were laid in accordance with section 437 of the Act.

• 17. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.

Means of communication

18. Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice, proxy form, or Chairman's letter should not be used for the purpose of serving information on the Company (including the service of documents or information relating to the proceedings at the Company's annual general meeting).

Privacy notice

19. The latest version of our shareholder privacy notice including how we safeguard your personal data is available on the Company's website,www.reachplc.com/ investors/shareholder-information/shareholder-privacy-notice.

Receiving your dividend payments

20. To continue to receive Reach plc dividends and any other money payable to you in connection with your Reach plc shares, if you have not already done so, you will need to provide your bank or building society account details so that payments can be made directly to your nominated account by direct credit. Please send your bank mandate to Equiniti before Friday, 2 May 2025 in order for your dividend to be paid into your bank account.

If you do not provide this information, you will still receive a dividend statement, however you will not receive the money until your bank details are received, after which, payment will be credited to your account as soon as possible.

You can provide your bank details online or download a bank mandate form atwww.shareview.co.uk, or you can contact Equiniti by telephone on [phone]. Please note lines are open from 8:30 a.m. to 5:30 p.m. (UK time) Monday to Friday, excluding public holidays in England and Wales.

Directions

Farringdon

Barbican

Moorgate

Museum of London

Liverpool

Street

London Wall

Deutsche Numis

London Wall

Gresham St

St. Paul's

St. Paul's

Cathedral

Mansion House

City Thameslink

Blackfriars

Address

Deutsche Numis' offices, 45 Gresham St, London, EC2V 7BF.

Public Transport

Underground	St. Paul's station on the Central Line, or
Mansion House station on the District and
Circle Lines (approx. 5-10 mins walk).
Buses	11, 141, 21, 25, 26, 521, 8.
AGM schedule
10:00 a.m.	Registration desks open. Light refreshments
(tea and coffee) will be available.
11:00 a.m.	The AGM starts and will be held in the Auditorium
on the ninth floor.
Security

Cameras, telephones, other mobile devices, tape recorders and video cameras cannot be used in the Meeting. It is a condition of entry to the Meeting that all bags and packages will be subject to random search.

Reach plc

Registered Office: One Canada Square, Canary Wharf, London, E14 5AP

T: 020 7293 3000

www.reachplc.com

Registered in England and Wales Company number: 82548