Renewi : Notice of the Annual General Meeting to be held on 13 July 2023

RENEWI plc

Dear Shareholder
NOTICE OF ANNUAL GENERAL MEETING - 13 July 2023	9 June 2023

Our Annual General Meeting ("AGM") will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on Thursday, 13 July 2023 at 11.00 a.m. Full details of the meeting and the resolutions that will be put to shareholders are set out in the enclosed Notice of Annual General Meeting (the "Notice").

Arrangements for the AGM

I am pleased to announce that shareholders will be able to attend the AGM in person. Shareholders who attend the meeting will be able to submit voting instructions and ask questions directly.

In the event that the format of the meeting changes following the publication of this Notice, for example through the reintroduction of government restrictions on public gatherings or other social distancing measures, we will update our shareholders as soon as reasonably possible. Please monitor our website www.renewi.com and regulatory news services for any updates.

Director Changes

I would like to take this opportunity to introduce and welcome a new Non-Executive Director, Katleen Vandeweyer, who joined the Board on 1 December 2022. Katleen brings a breadth of skills, experience and knowledge to the Board; she is also Chair of the Audit Committee and member of the Nomination Committee. As Katleen was appointed during the year she will be standing for election at the AGM together with the rest of the Board who will be seeking annual re-election. Their biographical details can be found on pages 4 to 5 of this circular.

Shareholder engagement and questions for the Board

The Board considers it important there are opportunities to listen to views of shareholders and give them the opportunity to ask questions of the Board beyond the formal business of the AGM. We have published the presentation of our 2023 results on the Company's website, which can be found at: www.renewi.com/en/investors/investor-relations/reports-and-presentations. This gives shareholders the opportunity to hear directly from our Chief Executive Officer, Otto de Bont, and our Chief Financial Officer, Annemieke den Otter, as well as hearing the answers to various questions raised during this presentation.

In addition, shareholders are invited to ask questions of the Board ahead of the AGM. These should be sent to: [e-mail] no later than 11.00 a.m. on Tuesday, 11 July 2023. When submitting your question, please include your Shareholder Reference Number ('SRN') which can be found on your Form of Proxy or Share Certificate. The Board will seek to respond to all questions and anticipates publishing questions and responses on the Company's website at: www.renewi.com/agm2023.

Actions to be taken in respect of the AGM

In order to vote by proxy you should complete a Form of Proxy and return it to our Registrar by post at the address stated on the form. In order for your Form of Proxy to be considered, the Registrar must receive it no later than 11.00 a.m. on Tuesday, 11 July 2023. Alternatively, you may vote or appoint a proxy electronically at the Registrar's website, www.investorcentre.co.uk/eproxy, provided that the Registrar receives your voting or proxy instructions by 11.00 a.m. on Tuesday, 11 July 2023. Whether or not you intend to attend the meeting in person, you are recommended to submit your voting instructions in advance of the AGM. This will not prevent you from attending and voting at the meeting in person should you so wish.

Shareholders holding shares in CREST may appoint a proxy through the CREST system in accordance with the instructions set out under point 5 on page 9 of this circular. Shareholders holding their shares through Nederlands Centraal Instituut voor Giraal Effectenverkeer BV ('Euroclear Nederland') may vote by proxy in accordance with the instructions set out under point 6 on page 10 of this circular.

Recommendation

The Board considers all the resolutions to be proposed at the AGM are in the best interest of the Company and its shareholders as a whole and the Directors unanimously recommend you give them your support by voting in favour of the resolutions, as the Directors intend to do themselves in respect of their own beneficial holdings.

Yours faithfully

Ben Verwaayen

Chairman

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000 if you are in the UK, or from another appropriately authorised independent professional adviser if you are outside of the UK. If you have sold or transferred all of your shares in Renewi plc, please ensure that this document is passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Renewi plc, Enigma, Wavendon Business Park, Ortensia Drive, Wavendon, Milton Keynes, Buckinghamshire,

England MK17 8LX, www.renewi.com

Registered Office: 16 Charlotte Square, Edinburgh EH2 4DF Registered in Scotland no. SC077438

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the "AGM") of Renewi plc (the "Company") will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on Thursday, 13 July 2023 at 11.00 a.m. to consider and, if thought fit, pass the resolutions set out below.

Resolutions 1 to 15 will be proposed as ordinary resolutions, and resolutions 16 to 19 will be proposed as special resolutions. Voting on each resolution will be by way of a poll.

Reports and Accounts

Resolution 1 - To receive and adopt the Reports of the Directors and the financial statements for the year ended 31 March 2023 together with the Auditors' Report.

Directors' Remuneration

Resolution 2 - To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Directors' Remuneration for the year ended 31 March 2023 on pages 140 to 142 and 150 to 157 of the Annual Report and Accounts 2023 respectively.

Resolution 3 - To approve the Directors' Remuneration Policy on pages 143 to 148 of the Annual Report and Accounts 2023.

Election and re-election of Directors

Resolution 4 - To elect Katleen Vandeweyer as a Director.

Resolution 5 - To re-elect Ben Verwaayen as a Director.

Resolution 6 - To re-elect Allard Castelein as a Director.

Resolution 7 - To re-elect Jolande Sap as a Director.

Resolution 8 - To re-elect Luc Sterckx as a Director.

Resolution 9 - To re-elect Neil Hartley as a Director.

Resolution 10 - To re-elect Otto de Bont as a Director.

Resolution 11 - To re-elect Annemieke den Otter as a Director.

Auditors' re-appointment

Resolution 12 - To re-appoint BDO LLP as auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid.

Resolution 13 - To authorise the Audit Committee to determine the remuneration of the Company's auditors.

Political donations

Resolution 14 - THAT in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby authorised:

(a)to make political donations to political parties, political organisations and/or independent election candidates, not exceeding £25,000 in total; and

(b)to incur political expenditure, not exceeding £25,000 in total, during the period beginning on the date of the passing of this resolution and ending on the earlier of 30 September 2024 and the conclusion of the next Annual General Meeting of the Company after the passing of this resolution.

For the purpose of this resolution the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Act.

Directors' authority to allot shares

Resolution 15 - THAT:

(a)the Board of Directors of the Company (the "Board") be and is hereby generally and unconditionally authorised, pursuant to and 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 capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £26,750,098, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, on 30 September 2024), save that the Company may, before such expiry, make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares, or grant rights to subscribe for or to convert securities into shares, in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and further

(b)the Board be and is hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £26,750,098 in connection with or pursuant to an offer in favour of ordinary shareholders on the register of members on such record dates as the Board may determine where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates (subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or by virtue of shares being represented by depositary receipts or any other matter whatsoever), provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, on 30 September 2024), save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

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Disapplication of pre-emption rights

Resolution 16 - THAT, if Resolution 15 is passed, the Board of Directors of the Company (the "Board") be authorised pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution and/ or to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities and the sale of treasury shares for cash in connection with or pursuant to an offer of or invitation to acquire equity securities in favour of holders of ordinary shares (excluding any holder holding shares as treasury shares) on the register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date (and holders of any other class of equity securities entitled to participate therein or if the Board consider it necessary, as permitted by the rights of those securities) subject to such exclusions or other arrangements as the Board deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or by virtue of shares being represented by depositary receipts or any other matter whatsoever); and
2. to the allotment of equity securities (authorised under Resolution 15(a) above) or in the case of a sale of treasury shares (otherwise than under paragraph (a) above and (c) below) up to a nominal amount of £8,025,029; and
3. to the allotment of equity securities (authorised under Resolution 15(a) above) or in the case of a sale of treasury shares, (otherwise than under paragraph (a) or paragraph (b) above) 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 (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines 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 shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, on 30 September 2024) save that, in each case, the Company may before such expiry make an offer and enter into an agreement, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Resolution 17 - THAT if Resolution 15 is passed, the Board of Directors of the Company (the "Board") be authorised pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the "Act") in addition to any authority granted under Resolution 16 to allot equity securities (as defined in section 560 of the Act) for cash under the

authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares for cash up to a nominal amount of £8,025,029 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 Board of the Company determines to be either an acquisition or a specified 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, or for any other purposes as the Company in general meeting may at any time by special resolution determine; and
2. limited to the allotment of equity securities or sale of treasury shares for cash (otherwise than under paragraph (a) above) 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 (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines 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 shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, on 30 September 2024) save that, in each case, the Company before such expiry may make an offer, and enter into an agreement, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Company's authority to purchase its own shares

Resolution 18 - THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the Company on such terms as the Directors of the Company may determine provided that:

(a)the maximum aggregate number of ordinary shares hereby authorised to be purchased shall be 8,025,029;

(b)the minimum price (exclusive of expenses) which may be paid for any ordinary share shall be £1.00, being the nominal value of each ordinary share;

(c)the maximum price (exclusive of expenses) which may be paid for each ordinary share shall be the higher of:

(i)an amount equal to 105% of the average of the middle market quotations for an ordinary share of the Company 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

(ii) an amount equal to the higher of the price of the last

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independent trade of any ordinary share of the Company and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and

(d)unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the earlier of 30 September 2024 or the conclusion of the Company's AGM to be held in 2024, save that a contract of purchase may be made before such expiry which will or may be completed wholly or partially thereafter, and a purchase of ordinary shares may be made in pursuance of any such contract as if this authority had not expired.

Call general meetings on short notice

Resolution 19 - THAT a general meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.

By order of the Board

Dominic Murray, FCG

Company Secretary

9 June 2023

Registered Office

16 Charlotte Square, Edinburgh EH2 4DF

Registered in Scotland No. SC077438

Biographies of Directors seeking election and re-election

Ben Verwaayen, MSC

Chairman

Appointed: April 2020. Chairman of the Nomination Committee.

Ben has been CEO of a number of companies, including Alcatel- Lucent SA and BT plc. He held the position of vice chairman and chief operating officer of Lucent Technologies Inc, was president of KPN and a non-executive director of Bharti Airtel. He has also been chairman of a number of companies and industry bodies including the CBI Energy and Climate Change Board in the UK. Ben currently serves as a Non-Executive Director on the boards of Ofcom and Akamai Technologies Inc. He is a Founding Partner at venture capital company Keen Venture Partners LLP. Ben graduated from Utrecht University with a Master's degree in Law and International Politics.

Ben is considered by the Board to be independent.

Allard Castelein, MD

Senior Independent Director

Appointed: January 2017 and appointed Senior Independent Director in September 2019. Member of the Remuneration, Nomination and Safety, Health and Environment Committees.

Appointed as President and CEO of the Port of Rotterdam in 2014, Allard will be stepping down from this position at the end of July 2023. He qualified as a medical doctor before pursuing an international career in the energy sector, holding a number of senior positions at Shell in various countries, culminating in the post of Vice President Environment of Royal Dutch Shell in 2009. He is a Supervisory Board member of SBM Offshore N.V and Heijmans N.V, a Non-Executive Director of Associated British Ports and a senior member of several Dutch trade organisations including the Economic Board of Zuid Holland and the Confederation of Netherlands Industry and Employers.

Allard is considered by the Board to be independent.

Jolande Sap, MSC

Non-Executive Director

Appointed: April 2018. Member of the Audit and Nomination Committees.

Jolande is chair of the Social Impact Team that advises the Dutch government on the social impact of pandemics and disruptive crises, a member of the Board of the Dutch Emissions Authority, vice chair of the Supervisory Board of KPMG, and a member of the Supervisory Board of Royal KPN N.V. She is also involved in several social initiatives, including Chair of the Smoke free table of the Dutch National Prevention Agreement, the Springtij Forum, and the Impact Economy Foundation. Between 2008 and 2012, Jolande represented the Dutch Green Party, GroenLinks, in the lower house of the Dutch parliament, leading the party from 2010. Previously Jolande was an economist in science, policy and business, head of the Incomes Policy department at the Ministry of Social Affairs and Employment, and director of the LEEFtijd centre of expertise. Jolande graduated from the Tilburg University in economics.

Jolande is considered by the Board to be independent.

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Luc Sterckx, MSC, PhD

Non-Executive Director

Appointed: September 2017. Appointed Chair of the Safety, Health and Environment Committee in February 2021. Member of the Audit, Nomination and Remuneration Committees.

Luc started his career at Exxon Chemicals, before becoming the CEO of Indaver and subsequently joining the executive committee of PetroFina, where he served as Managing Director of Fina Holding Deutschland and as Group Senior Vice President for SHEQ matters worldwide. He was then appointed CEO of Oleon where he led a successful management buyout. Luc was subsequently appointed as CEO of SPE-Luminus in 2005, the second largest power and gas company in Belgium, created as a result of a multi-party merger. Luc is an INSEAD certified international director and a specialist in internal governance. He currently holds a number of non-executive and advisory positions, specialising in the fields of energy and chemicals, renewables and corporate governance.

Luc is considered by the Board to be independent.

Katleen Vandeweyer, MSC

Non-Executive Director

Appointed: December 2022. Chair of the Audit Committee and member of the Nomination Committee.

Katleen brings a wealth of experience in finance and auditing, most recently until July 2022 in her role as Deputy Chief Financial Officer at Belgian listed company, Proximus PLC, an international provider of digital services, communication and ICT solutions. Prior to Proximus, she held various leadership positions including that of CFO at Worldline S.A. and Arthur Andersen. She currently serves as Non-Executive Director on the Boards of Fedrus International BV, Ageas Group, AG Insurance and Vantiva S.A; she also sits on the Audit committees of both Ageas Group and AG Insurance. Previously, she sat on the Boards of Ion Beam Applications, bpost bank, Connectimmo N.V, Scarlet N.V. and Proximus Pension Fund. She holds a degree in Applied Economics from the University of Leuven.

Katleen is considered by the Board to be independent.

Neil Hartley, MA, MBA

Non-Executive Director

Appointed: January 2019. Appointed Chair of the Remuneration Committee in September 2019. Member of the Audit, Nomination and Safety, Health and Environment Committees.

Neil is a Partner at Buckthorn Partners, a private equity firm that invests in businesses that support the integration of renewable energy, lowering emissions, increasing energy efficiency, decarbonisation of industrial processes and other improvements to existing energy infrastructure. He has an MBA from Harvard Business School and is also a graduate of Oxford University in engineering, economics and management. Neil has a total of 16 years in private equity, and prior to that, spent six years in investment banking with Simmons & Company International, specialising in corporate finance, M&A and capital raising in the energy sector. Neil has also been a management consultant at McKinsey & Company Inc and spent seven years in technical and line management roles with Schlumberger as a field service manager and field engineer.

Neil is considered by the Board to be independent.

Otto de Bont, MSC

Chief Executive Officer

Appointed: April 2019.

Otto was promoted to the role of Chief Executive Officer in April 2019. Prior to this, he was the Managing Director of Renewi's Commercial Waste Netherlands Division, playing a central role in the integration of Shanks Group plc with Van Gansewinkel Groep B.V. Before joining Renewi, Otto worked for a number of blue-chip companies including United Technologies' divisions Otis, Carrier and Chubb and General Electric's Plastics and Security divisions. During his six years at United Technologies, Otto spent time in various managerial positions culminating in his role as president of Chubb Continental Europe.

Annemieke den Otter, MA, RC

Chief Financial Officer

Appointed: June 2022.

Previously she held the position of CFO of ERIKS, a €1.7 billion revenue global engineering components and service provider (privately owned and part of SHV group). From 2016 she served for five years as the CFO of Ordina, a Dutch software company listed on the Amsterdam Stock Exchange. Earlier in her career she worked for three years at VolkerWessels, one of the large construction companies in the Netherlands. Before that she worked for ING and Macquarie Bank and lived in London for five years. Since 2020 she has been a Supervisory Board member of ForFarmers N.V., an international organisation offering feed solutions for livestock farming. Annemieke holds Master's degrees in English and Literary Science from the Vrije Universiteit, Amsterdam and has a post- master's degree in Finance and Control from Erasmus University, Rotterdam (Register Controller in Dutch).

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