Sage : Form of Proxy - Ecomms

2023 Annual General Meeting Arrangements

The 2023 Annual General Meeting of The Sage Group plc. (the "Company") is to be held at, and broadcast from, our registered office at C23-5 & 6, Cobalt Park Way, Cobalt Park, Newcastle Upon Tyne, NE28 9EJ, on Thursday, 2 February 2023 at 12 noon, with facilities to attend electronically.

The 2023 Annual General Meeting will be held as a combined physical and electronic general meeting. If you would like to attend and vote at the Meeting electronically, please follow the instructions set out on pages 15 and 16 of the Notice of the Meeting. You will require the following details:

Meeting ID: 114-474-741

Shareholder Reference Number (SRN):

PIN: First two and last two digits of your SRN

NOTICE OF AVAILABILITY

The Annual Report and Accounts of The Sage Group plc. for the year ended

30 September 2022 and the Notice of 2023 Annual General Meeting are now available on the Company's website and can be accessed via www.sage.com/investors/ (the place, date and time of the Annual General Meeting are set out above). Please refer to the Notice of the Meeting for information on the Meeting arrangements.

If you wish to receive future notifications by e-mail rather than by letter you can do so by registering your preference at www.shareview.co.uk.

Alternatively, if you wish to receive the documents referred to above or future shareholder documentation by post, please write to Equiniti Ltd, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, quoting your Shareholder Reference Number.

Electronic communications

Electronic communications-important notification regarding future shareholder information

Shareholders may elect to receive notification by email of the availability of the Annual Report and Accounts and other shareholder communications on the Company's website instead of receiving paper copies.

The purpose of this letter is to ask how you would like to receive shareholder communications in future. Please select one of the following options:

Option 1-email notification of shareholder documents on our website

If you would like to be notified by email when shareholder documents are available on our website www.sage.com/investors/ please access our Registrar's website at www.shareview.co.uk and register your details.

Option 2-continue to receive shareholder documents by post

If you would like to continue to receive all shareholder documents by post, please tick this box and return this tear-off section to our Registrar, Equiniti, by 31 January 2023. This card does not require an envelope or a stamp.

Option 3-take no action and access future shareholder documents on our website

If you take no action, we will no longer post shareholder documents to you (including notices of meetings) but we will inform you by post when such documents are available to view via the Company's website www.sage.com/investors/.

If we do not hear from you by 31 January 2023, you will be deemed to have consented to Option 3. You will receive shareholder information from us via the Company's website and you will not receive a hard copy of the shareholder information in the post. Instead you will receive a notification in the post informing you when shareholder information is made available on the website.

Shareholders may at any time change their election or request a paper copy of any shareholder communications published on the Company's website www.sage.com/investors/ by writing to the Company's Registrar Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Form of Proxy

The Sage Group plc.

+		+
Form of Proxy for use at the 2023 Annual General Meeting of The Sage Group plc. (the "Company") to be held on
Thursday, 2 February 2023 at 12 noon.
Voting ID	Task ID	Shareholder Reference Number (SRN)

Please read the Notice of the 2023 Annual General Meeting, the notes included in it, and the accompanying Notes for this Proxy Form carefully before completing this Proxy Form. If you wish, you can submit your proxy electronically at www.sharevote.co.uk, using the above numbers.

This Form of Proxy should be returned in the envelope provided by 12 noon on Tuesday, 31 January 2023.

I/We, being (a) member/member(s) of the above-named Company, hereby appoint the Chair of the Meeting or (see notes 1 and 2)

regarding

shares

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us on my/our behalf at the 2023 Annual General Meeting of the Company to be held on Thursday, 2 February 2023 at 12 noon and at any adjournment thereof.

Intention to Attend: Please indicate if you wish to attend the AGM at the physical venue, by ticking this box: 

Resolutions (numbers 1 to 20 (inclusive) will be proposed as Ordinary Resolutions and numbers 21 to 24 (inclusive) will be proposed as Special Resolutions). Please indicate your vote by marking the appropriate boxes in black ink like this:  x

If you wish your proxy to abstain from voting on a resolution you should mark the relevant 'Withheld' box. This is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.

Please tick here if this proxy appointment is one of multiple appointments being made:  (see note 3)

1. To receive the Annual Report and Accounts for the year ended 30 September 2022
2. To approve the Directors' Remuneration Report
3. To declare a final dividend of 12.10 pence per ordinary share for the financial year ended 30 September 2022*
4. To elect Maggie Chan Jones as a Director
5. To re-elect Andrew Duff as a Director
6. To re-elect Sangeeta Anand as a Director
7. To re-elect Dr John Bates as a Director
8. To re-elect Jonathan Bewes as a Director
9. To re-elect Annette Court as a Director
10. To re-elect Drummond Hall as a Director
11. To re-elect Derek Harding as a Director
12. To re-elect Steve Hare as a Director
13. To re-elect Jonathan Howell as a Director
14. To re-appoint Ernst & Young LLP as auditor to the Company

For

Against Withheld

For

Against Withheld

15. To authorise the Audit and Risk Committee to determine and agree the remuneration of the auditor to the Company

16. To authorise Political Donations

17. To authorise that the maximum aggregate fees payable to Non-executive Directors be increased to £1,750,000

18. To approve the amendment of the existing rules of The Sage Group plc. 2019 Restricted Share Plan

19. To approve the rules of The Sage Group plc. 2023 Colleague Share Purchase Plan

20. To authorise the Directors to allot new shares

21. To disapply statutory pre-emption rights on up to 5% of the issued share capital of the Company

22. To disapply statutory pre-emption rights on an additional 5% of the issued share capital of the Company

23. To grant authority to the Company to make market purchases of its own shares

24. To allow general meetings (other than Annual General Meetings) to be called on not less than 14 clear days' notice

• This dividend will be paid on 10 February 2023 to members whose names appear on the register of members at the close of business on 13 January 2023.

Date Signature

+	2371-0152	+

Notes in relation to Form of Proxy

These notes are subject to the arrangements for participating at the 2023 Annual General Meeting, as explained in the Notice of the Meeting.

1. You are entitled to appoint one or more persons of your choice, each a "proxy", to attend, speak and vote on your behalf at the AGM.

1. You can choose a proxy other than the Chair of the Meeting by deleting the words "the Chair of the Meeting" and writing in block capitals another proxy's name in the box provided. Such proxy need not be a member of the Company.
2. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy.
3. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

You must inform the Company's Registrar in writing of any termination of the authority of a proxy.

1. If you are unable to attend the Meeting but wish to vote on the resolutions you are strongly encouraged to appoint a proxy, with voting instructions, to ensure your vote is counted.
2. You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different shares. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting the Company's Registrar, Equiniti on 0371 384 2859 (non-UK callers should dial [phone], lines are open from 8.30 am to 5.30 pm Monday to Friday) or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together in the same envelope.
3. If you appoint a proxy (other than the Chair of the Meeting) with the intention that the proxy will attend the Meeting electronically, please contact the Company's Registrar before 12 noon on 1 February 2023 on 0371 384 2859 or
   [phone], or by emailing [e-mail], to arrange a unique username and password.
4. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Annual General Meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6.30 pm on the day which is two days before the day of the Annual General Meeting or adjourned Annual General Meeting (excluding non-working days). Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
5. To be valid, this form and the evidence of the power of attorney or other authority (if any) under which it is signed, or a duly certified copy of such authority, must reach the Company's Registrar not later than 12 noon on Tuesday, 31 January 2023.
6. If you wish to submit your proxy appointment electronically, please visit www.sharevote.co.uk. You will need your unique voting ID, task ID and Shareholder Reference Number (SRN), which are printed on this form in order to log in. Full instructions on how to complete the voting process are provided on the website. Electronic proxies must be lodged on the website no later than 12 noon on Tuesday, 31 January 2023.
7. Completion and return of the form of Proxy, or appointing your proxy electronically, will not preclude you from attending and voting at the Meeting instead of your proxy, if you wish.
8. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
9. CREST members may appoint a proxy or proxies electronically. In order to be valid, proxy appointments transmitted through CREST must be lodged with the issuer's agent (RA19) no later than 12 noon on Tuesday, 31 January 2023. Further details can be found in the notes appended to the Notice of the Meeting.
10. 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 the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on Tuesday, 31 January 2023 in order to be considered valid. Before you can appoint a proxy via this process you must 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.
11. Where the appointer is a corporation this Form of Proxy must be executed by the corporation under its common seal, or executed under the hand of an agent or officer, duly authorised in writing.
12. In the absence of any instruction, the proxy will exercise their discretion as to whether, and if so how, they vote. On any other business arising at the Meeting (including any motion to amend a resolution or adjourn the Meeting) the proxy will act at their discretion.
13. In the case of joint holders any one of them may sign, but if more than one holder votes, the vote of the one whose name appears first on the register of the members shall be accepted to the exclusion of the votes of the other joint holders. Names of all joint holders should be stated.
14. Any alterations made in the form should be initialled.
15. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.
16. The address above is how your address appears on the register of members. If this information is incorrect, please ring the Registrar's helpline on 0371 384 2859 to request a change of address form. Non-UK callers should dial [phone]. Lines are open from 8.30 am to 5.30 pm Monday to Friday (excluding public holidays in England and Wales).

Newcastle Airport

B6324

A1

A1

Coast

Road

Jesmond

C23-5 & 6,

A19 Cobalt Park Way,

Cobalt Park,

Newcastle Upon Tyne

NE28 9EJ

A19

Coast

Road

Coast

Road

A1

Newcastle	A1058	Jarrow

upon Tyne

Newcastle Station

River Tyne

Gateshead