River and Mercantile : Circular to Shareholders regarding proposed sale of River and Mercantile Investments Limited

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA, if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or otherwise transfer, or have sold or otherwise transferred, all your Ordinary Shares in the Company, please forward this document, but not the accompanying personalised Form of Proxy, as soon as possible to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or the transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. If you receive this document from another Shareholder, as a purchaser or transferee, please contact the Registrar for a personalised Form of Proxy.

River and Mercantile Group PLC

(Incorporated in England and Wales with registered number 04035248)

Proposed Sale of River and Mercantile Investments Limited

Circular to Shareholders

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 (Letter from the Chairman of River and Mercantile Group PLC) of this document and which contains a recommendation from the RMG Directors that you vote in favour of the Sale Resolution to be proposed at the General Meeting. The Sale will not take place unless the Sale Resolution is passed at the General Meeting.

Notice of the General Meeting, to be held at One Bishops Square, London, E1 6AD at 11:00a.m. (UK time) on 13 December 2021, is set out in Part 8 (Notice of General Meeting) of this document.

The meeting will be held in accordance with the UK Government guidelines and the requirements of the venue in relation to the Covid-19 pandemic in effect at the time of the General Meeting. The situation is constantly evolving, and the UK Government may change current guidance or implement new restrictions relating to the holding of general meetings during the affected period. The Company continues to closely monitor the situation and any changes to the arrangements for the General Meeting will be communicated to Shareholders before the meeting through its website (https://riverandmercantile.com/) and, where appropriate, by RIS announcement.

Whether or not you intend to be present at the meeting, you are asked to complete and return your Form of Proxy in accordance with the instructions printed on it to the Company's UK Registrar, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, United Kingdom, BN99 6DA, as soon as possible and, in any event, so as to be received by no later than 11:00a.m. (UK time) on 9 December 2021 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

If you hold your Ordinary Shares in CREST, and you wish to appoint a proxy or proxies through the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual (available by logging in at www.euroclear.com). 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's specifications, and must contain the information required for such instruction, as described in the CREST Manual. 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) not later than 11:00a.m. (UK time) on 9 December 2021.

Lazard & Co., Limited (Lazard), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company as joint financial adviser and as sponsor and for no one else in connection with the Sale and will not be, responsible to anyone other than the Company for providing the protection offered to clients of Lazard nor for providing advice in relation to the Sale or any other matters referred to in this document.

Fenchurch Advisory Partners LLP (Fenchurch), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company as joint financial adviser and for no one else in connection with the Sale and will not be, responsible to anyone other than the Company for providing the protection offered to clients of Fenchurch nor for providing advice in relation to the Sale or any other matters referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Lazard and Fenchurch by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or uneforceable, Lazard and Fenchurch and their respective subsidiaries, branches and affiliates, and such entities' respective directors, officers, employees and agents (the Lazard Group and the Fenchurch Group, respectively) do not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Sale, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. The Lazard Group and the Fenchurch Group accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this document or any such statement.

This document is a circular relating to the Sale which has been prepared in accordance with the Listing Rules and approved by the FCA. For a discussion of the risks relating to the Sale, please see the discussion of risks and uncertainties set out in Part 2 (Risk Factors) of this document.

Capitalised terms have the meaning ascribed to them in Part 7 (Definitions) of this document.

A summary of action to be taken by Shareholders is set out in Part 1 (Letter from the Chairman of River and Mercantile Group PLC) of this document and in the Notice of General Meeting set out in Part 8 (Notice of General Meeting) of this document.

This document is dated 23 November 2021.

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Important notices

Information regarding forward-looking statements

This document includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors or the Company concerning, among other things, the results of operations, financial condition, prospects, growth, strategies and dividend policy of the Company and the industry in which it operates.

These forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the Company's control including amongst other things, international and global economic and business conditions, the implications and economic impact of the COVID-19 pandemic, the implications and economic impact of the UK's future relationship with the EU in relation to financial services, market related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, inflation, deflation, the timing and impact of other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate. As a result, the Company's actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in the Company's forward looking statements. Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of this document.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, Market Abuse Regulation and the Disclosure Guidance and Transparency Rules), the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise.

The above explanatory wording regarding forward-looking statements does not in any way seek to qualify the statement regarding working capital that can be found at paragraph 11 of Part 6 (Additional Information) of this document.

No profit forecast

Other than as expressly stated on page 12, no statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per Ordinary Share for the current or future financial years will necessarily match or exceed the historical published earnings per Ordinary Share.

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Shareholder helpline

If you have any questions about this document, the General Meeting or on the completion and return of the Form of Proxy, you should visit help.shareview.co.ukor, alternatively, please callthe Equiniti shareholder helpline between 8:30 a.m. and 5:30 p.m. (London (UK) time) Monday to Friday (except public holidays in England and Wales) on 0871 384 2030 (calls to this number are charged at the standard national rate and will vary by provider) or on [phone] from outside the UK (charged at the applicable international rate). Please note that calls may be monitored or recorded and the helpline cannot provide financial, legal or tax advice or advice on the merits of the Sale.

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	Contents
		Page
Expected timetable of principal events....................................................................................................	6
Directors, Company Secretary, Registered Office and Advisers.............................................................	7
Part 1:	Letter from the Chairman of River and Mercantile Group PLC.....................................	8
Part 2:	Risk Factors ......................................................................................................................	18
Part 3:	Principal Terms and Conditions of the Sale ....................................................................	23
Part 4:	Historical Financial Information Relating to River and Mercantile Investments Limited	28
Part 5:	Unaudited Pro Forma Statement of Net Assets of the Retained Group ........................	31
Part 6:	Additional Information .....................................................................................................	35
Part 7:	Definitions.........................................................................................................................	48
Part 8:	Notice of General Meeting...............................................................................................	51

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