River and Mercantile : Notice of GM

26 April 2019

LEI: 2138005C7REHURGWHW31

River and Mercantile Group PLC (the 'Company')

Notice of General Meeting

Special Resolution to Ratify and Confirm the Payment of Certain Dividends Previously Paid

The Company announces that it will today post to shareholders a circular to convene a general meeting of the shareholders (the 'Meeting') of the Company to be held at the office of Numis Securities Limited at the London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT on Thursday 23 May 2019 at 9.00 am.

The purpose of the Meeting is for shareholders to vote on a resolution to ratify and confirm the payment of certain dividends previously paid, approve the appropriation of distributable reserves in respect of the same dividends and the entry into a shareholders' deed of release and a directors' deed of release each as described further in the circular.

If passed, the effect of the Resolution, which will be proposed as a special resolution, will be to:

· ratify the Relevant Distributions and authorise the appropriation of the profits of the Company for the purposes of the Relevant Distributions;

· waive any and all claims which the Company has or may have in respect of the payment of the Relevant Distributions against its Recipient Shareholders (or the personal representatives and their successors in title of the estate of any deceased Recipient Shareholders), such waiver to be effected by way of the entry by the Company into the Shareholders' Deed of Release; and

· waive any and all claims which the Company has or may have against in respect of the payment of the Relevant Distributions against its Directors, such waiver to be effected by way of the entry by the Company into the Directors' Deed of Release.

Whether or not you will be attending the Meeting, if you intend to vote by Proxy, the Form of Proxy must be completed, signed and returned so as to reach the Company's Registrar, Equiniti, no later than 9.00 am on 21 May 2019. Alternatively, you can register your proxy vote electronically, if you are a CREST member, by using the service provided by Euroclear. Completion and return of the Form of Proxy will not preclude shareholders from attending and voting in person at the Meeting, should they so wish.

As the resolution to be put to shareholders would authorise the Company to enter into a deeds of release (for no consideration) in favour of the current directors and shareholders (including Punter Southall Group Limited), this constitutes a 'smaller related party transaction' within Listing Rule 11.1.10R.

The circular is also available on the website of the Company athttps://riverandmercantile.com/investor_relations.

For further information, please contact:

River and Mercantile Group PLC[phone]

Sally Buckmaster, Group Company Secretary