Robert Walters : 2023 Robert Walters AGM Notice

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REǪUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should immediately seek personal financial advice from your stockbroker, bank manager, solicitor, accountant or any other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or transferred all your ordinary shares in Robert Walters plc ("Robert Walters" or "the Company"), please forward this document immediately to your stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or transfer or have sold or transferred only part of your holding of ordinary shares, you should retain this document and consult your stockbroker, bank or other agent through whom the sale or transfer was effected as to the action you should take.

Notice of 2023 Annual General Meeting

This document should be read in conjunction with the Annual Report and Accounts of the Company for the year ended 31 December 2022, a copy of which is available on the Company's website at www.robertwaltersgroup.com/AR22.

Notice of the Annual General Meeting of the Company to be held at 10:30am on Thursday, 27 April 2023 at 11 Slingsby Place, St. Martin's Courtyard, London WC2E 9AB, is set out at the end of this document. The relevant proxy form is available at www.robertwaltersgroup.com/agm. The Board strongly recommends that you complete and return the proxy form as soon as possible to Robert Walters' registrar, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL. To be valid, a completed proxy form must be received by the registrar no later than 48 hours before the Annual General Meeting (excluding non-working days). Other methods of submitting a proxy form are shown in note 2 of the Notice of Annual General Meeting.

11 Slingsby Place

St Martin's Courtyard London WC2E 9AB

T [phone]

F [phone]

• [e-mail]
  www.robertwaltersgroup.com
  31 March 2023

To the ordinary shareholders of Robert Walters plc,

Introduction

I am writing to you to explain the resolutions which will be proposed at the Company's 2023 Annual General Meeting. Notice of the Annual General Meeting convened for Thursday, 27 April 2023 is attached at the end of this document.

Retirement of Robert Walters and appointment of Toby Fowlston as Chief Executive Officer

On 10 March 2023, the decision of Robert Walters to retire as Chief Executive Officer was announced. Robert will be stepping down from the Board with effect from the close of the Annual General Meeting. Following a succession process, the Nominations Committee and Robert have selected Toby Fowlston as Chief Executive Officer. Toby will take over as Chief Executive Officer of the Company and will be appointed to the Board immediately following Robert stepping down at the Annual General Meeting. The full text of the announcement can be found at www.robertwaltersgroup.com/ceo-announcement.

Questions and Attendance at the Annual General Meeting

The Board is keen to maintain engagement with shareholders, and we encourage shareholders to submit questions in advance of the Annual General Meeting. Please send your questions in writing to the Company Secretary, Tony Hunter, at Robert Walters plc, 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB or by email to [e-mail] to be received no later than 10.30am on 25 April 2023. Responses will either be made by return email or published on our investors' website at www.robertwaltersgroup.com/investors, as deemed appropriate by the Board.

If you wish to attend the Annual General Meeting physically or appoint a person as your proxy other than the Chair of the General Meeting, you are welcome to do so. To help facilitate smooth arrangements on the day, shareholders intending to attend physically or to appoint a person as their proxy other than the Chair, are kindly requested to register their intention to do so by email to [e-mail] on reasonable notice, to allow the Company to ensure appropriate arrangements are in place.

Annual Report and Accounts

The Company announced its results for the year ended 31 December 2022 on 10 March 2023. The Annual Report and Accounts, a copy of which is available on the Company's Web site at www.robertwaltersgroup.com/AR22 contains a statement from myself, a statement from the Chief Executive, Robert Walters and a financial review from the Chief Financial Officer, Alan Bannatyne. The Annual Report and Accounts also contain the Group's financial statements for the year ended 31 December 2022 and reports from the Directors and the Company's Auditor, BDO LLP.

The Annual Report and Accounts, at page 121, refers to the Directors' proposal to recommend the payment of a final dividend of 17.0p per ordinary share to be paid on Friday, 26 May 2023 to the ordinary shareholders that are listed on the members register on Friday, 28 April 2023.

1

Annual General Meeting

At the end of this letter is the notice convening the Annual General Meeting. The meeting is to be held at 10.30am on Thursday, 27 April 2023 at 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB.

The following resolutions will be proposed as ordinary resolutions:

• Approval of the Accounts of the Company for the year ended 31 December 2022 and the reports of the Directors and Auditor thereon (resolution 1)
  The Directors of the Company must present to the Annual General Meeting the audited Accounts and the
  Directors' and Auditors' Reports for the financial year ended 31 December 2022.
• Approval of the Report of the Remuneration Committee for the year ended 31 December 2022 (other than the part containing the Directors' Remuneration Policy) (resolution 2)
  The Companies Act 2006 (the "2006 Act") requires the Company to seek shareholder approval of the
  Report of the Remuneration Committee (the "Report") for the year ended 31 December 2022 (other than the part containing the Directors' Remuneration Policy). You can find the Report on pages 92 to 95 and pages 105 to 119 of the Annual Report and Accounts which is available on the Company's website at www.robertwaltersgroup.com/AR22. In accordance with the 2006 Act, this is an advisory vote and the Directors' entitlement to receive remuneration is not conditional on it.
• Approval of the Directors' Remuneration Policy (resolution 3)
  The 2006 Act requires the Company to seek shareholder approval of the Directors' Remuneration Policy section of the Directors' Remuneration Report for the year ended 31 December 2022. This is set out on pages 96 to 103 of the Annual Report and Accounts. Resolution 3 is a binding vote. If approved by shareholders, the Directors' Remuneration Policy will take effect immediately after the end of the Annual General Meeting and will apply until replaced by a new or amended policy.
• Approval of a final dividend of 17.0p per ordinary share for the year ended 31 December 2022 payable to shareholders on Friday, 26 May 2023 who were on the register on Friday, 28 April 2023 (resolution 4)
  A final dividend can only be paid after the shareholders at a general meeting have approved it. A final dividend of 17.0p per ordinary share is recommended by the Directors for payment to shareholders who are on the register at the close of business on Friday, 28 April 2023. If approved, the date of payment of the final dividend will be Friday, 26 May 2023.
• Re-electionof Directors (resolutions 5 to 9)
  In accordance with the UK Corporate Governance Code, and in accordance with the Articles of Association of the Company, Directors will offer themselves for re-election at the Annual General Meeting.
• Re-electionof Leslie Van de Walle as a Director of the Company (resolution 5)
  Leslie Van de Walle, who was appointed as a Non-executive Director and as Chair of the Board in November 2022, retires and is offering himself for re-election by the shareholders. Leslie is a member of the Nominations Committee. His biography appears on the Company's website at www.robertwaltersgroup.com/board.
• Re-electionof Alan Bannatyne as a Director of the Company (resolution 6)
  Alan Bannatyne, who was appointed as Chief Financial Officer and as an Executive Director in March 2007, retires and is offering himself for re-election by the shareholders. His biography appears on the Company's website at www.robertwaltersgroup.com/board.
• Re-electionof Tanith Dodge as a Director of the Company (resolution 7)
  Tanith Dodge, who was appointed as a Non-executive Director in February 2017, retires and is offering herself for re-election by the shareholders. Tanith is a member of the Remuneration, Audit and Risk and Nominations Committees. Her biography appears on the Company's website at www.robertwaltersgroup.com/board.
• Re-electionof Steven Cooper as a Director of the Company (resolution 8)
  Steven Cooper, who was appointed as a Non-executive Director in October 2018, retires and is offering himself for re-election by the shareholders. Steven is a member of the Audit and Risk, Nominations and Remuneration Committees. His biography appears on the Company's website at www.robertwaltersgroup.com/board.

2

• Re-electionof Matt Ashley as a Director of the Company (resolution 9)
  Matt Ashley, who was appointed as a Non-executive Director in December 2021, is offering himself for re-election by the shareholders. Matt is a member of the Audit and Risk, Nominations and Remuneration Committees. His biography appears on the Company's website at www.robertwaltersgroup.com/board.

Robert Walters retires at the end of the Annual General Meeting and, accordingly, is not standing for re-election.

Having considered the performance of and contribution made by each of the Directors standing for re-election, the Board remains satisfied that the performance of each of the relevant Directors continues to demonstrate commitment to the role and to be effective and, as such, recommends their re-election, as appropriate.

• Re-appointmentof BDO LLP as Auditor of the Company to hold office until the next Annual General
  Meeting at which accounts are laid before the Company (resolution 10)
  The Company is required to appoint auditors at every general meeting of the Company at which accounts are presented to shareholders. The current appointment of BDO LLP as the Company's Auditor will end at the conclusion of the Annual General Meeting and BDO LLP has advised of its willingness to stand for re- appointment. The Directors have reviewed the provision of external audit services and because they have been satisfied with the quality and cost of the work undertaken by BDO LLP, they have not considered it necessary to competitively tender the appointment.
• Authorisation of the Directors to fix the Auditor's remuneration (resolution 11)
  The remuneration of the Company's Auditor must be fixed by the Company in general meeting or other such manner as the shareholders may determine in general meeting. This resolution authorises the Directors to approve the remuneration of the Auditor.
• Authority to allot relevant securities in the Company (resolution 12)
  On 28 April 2022, the Directors were given authority, under section 551 of the 2006 Act, to allot up to 25,566,462 ordinary shares, representing one-third of the ordinary shares then in issue (excluding treasury shares) until the earlier of the conclusion of the 2023 Annual General Meeting and 30 June 2023. The Directors recommend, by resolution 12, that a new authority under section 551 of the Companies Act 2006 be granted, which will expire on the earlier of the conclusion of the 2024 Annual General Meeting and 30 June 2024.
  If resolution 12 is approved by shareholders, the Directors will have authority to allot up to 24,951,365 ordinary shares representing one-third of the ordinary shares currently in issue (excluding treasury shares) as at 31 March 2023 (being the latest practicable date prior to the publication of this notice). The Company currently has 4,074,000 treasury shares in issue, which represent 5.44 percent of the total share capital in issue (excluding treasury shares) as at 31 March 2023, being the last practicable date prior to the publication of this document.
  The Directors have no present intention of issuing shares except in connection with the issue of ordinary shares under the Robert Walters Executive Share Option Plan 2016, which was approved by shareholders at the 2016 Annual General Meeting. The Directors intend to renew this authority annually.
• Approval of the Company's new Performance Share Plan (the "Plan") (resolution 13).
  To coincide with the proposed new Directors' Remuneration Policy, a renewed Performance Share Plan is also being proposed at the Annual General Meeting. The Company's existing long-term incentive arrangement for the Company's Executive Directors and other selected employees is the Robert Walters plc Performance Share Plan 2014. Since its implementation in 2014, the existing Performance Share Plan has provided for annual share-based awards ordinarily vesting following a three-year vesting period subject to the employee to whom the grant is made continuing in service and the extent to which applicable performance conditions
  (where relevant) are met.
  The terms of the new Performance Share Plan have been designed to broadly continue with the main elements of the existing Performance Share Plan but with some important changes that align the new Performance Share Plan to expectations of investors, the proposed new Directors' Remuneration Policy and as considered appropriate by the Remuneration Committee. The existing Performance Share Plan will be closed to new awards upon shareholder approval of the new Performance Share Plan and, therefore ahead of the expiry of its ten-year life that would have otherwise expired in 2024. The main features of the new Plan are summarised in the appendix to the Notice.

3

Resolutions 14 to 16 will be proposed as special resolutions:

• Dis-applicationof statutory pre-emption rights (resolution 14)
  On 28 April 2022, the Directors were also given authority, under section 561 of the 2006 Act, until the earlier of the conclusion of the 2023 Annual General Meeting and 30 June 2023, to allot equity securities for cash, other than to existing shareholders in proportion to their holdings, up to an aggregate nominal amount of £766,994 (3,834,969 ordinary shares), being equal to 5 percent of the then-current issued ordinary share capital. The Directors recommend, by resolution 14, that a new authority under section 561 of the 2006 Act be granted which will expire on the earlier of the conclusion of the 2024 Annual General Meeting and 30 June 2024. Resolution 14 will be proposed as a special resolution.
  If resolution 14 is approved by shareholders, the Directors will be authorised to allot equity securities for cash, other than to existing shareholders in proportion to their holdings, up to an aggregate nominal amount of £748,541 (3,742,705) ordinary shares being equal to approximately 5 percent of the current issued ordinary share capital (excluding treasury shares) as at 31 March 2023 (being the latest practicable date prior to the publication of this notice) until the earlier of the conclusion of the 2024 Annual General Meeting and 30 June 2024. The Directors intend to renew this authority annually.
  The requirements to allot equity securities for cash to existing shareholders in proportion to their holdings will also apply to the sale by the Company of any shares it holds as treasury shares. These requirements may be similarly dis-applied by shareholders. The authority sought and limits set by resolution 14 will also apply to a sale of treasury shares.
  The dis-application authority under resolution 14 is in line with guidance set out in the Pre-Emption Group's 2015 Statement of Principles. In accordance with the Pre-Emption Group's 2015 Statement of Principles, the Directors confirm that they do not intend to issue shares for cash representing more than 7.5 percent of the Company's issued ordinary share capital in any rolling three-year period without prior consultation with shareholders.
• Authority to make market purchases of ordinary shares (resolution 15)
  The Directors recommend, by resolution 15, that the Company be authorised, for the purposes of section 701 of the 2006 Act and in substitution for any existing authority for the Company, to make market purchases of ordinary shares. The existing authority is due to expire at the conclusion of the Annual General Meeting and it is proposed that the Company be authorised to continue to make market purchases up to an aggregate of approximately 10 percent of the Company's issued ordinary share capital (excluding treasury shares), as further described below.
  The Directors have no current intention of exercising the authority to purchase the Company's shares and will continue to exercise this power only when, in light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and will be likely to promote the success of the Company for the benefit of its members as a whole. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority. The Company may hold in treasury any of its own shares that it purchases pursuant to the 2006 Act and the authority conferred by this resolution. This gives the Company the ability to reissue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares.
  The proposed authority will be limited to purchases of up to 7,485,410 ordinary shares, which is equal to approximately 10 percent of the Company's issued ordinary share capital (excluding treasury shares) as at 31
  March 2023 (being the latest practicable date prior to publication of this notice). The minimum price per share to be paid on any purchase will not be less than 20.0p, being the nominal value of each ordinary share, and the maximum price will be no more than the higher of (a) 105 percent of the average of the middle market quotation for an ordinary share (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the day on which the ordinary shares are contracted to be purchased and (b) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out, in both cases exclusive of expenses payable by the Company.

4