Rank : Notice of annual general meeting 2021

The Rank Group Plc

Notice of Annual General Meeting

Thursday 14 October 2021

TOR, Saint-Cloud Way, Maidenhead, SL6 8BN 11.00am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspects of the proposals referred to in this document or as to the action that you should take, you are recommended to seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your ordinary shares in The Rank Group Plc, please send this document and form of proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Directors
Mr Alex Thursby, Chair
Mr Chris Bell
Mr Chew Seong Aun
Mr Steven Esom	The Rank Group Plc
Mr Bill Floydd
Ms Susan Hooper	TOR
Ms Katie McAlister	Saint-Cloud Way
Mr John O'Reilly	Maidenhead
Ms Karen Whitworth	SL6 8BN
	[phone]
14 September 2021	www.rank.com
To ordinary shareholders
Dear Shareholder

2021 Annual General Meeting

The Annual General Meeting of The Rank Group Plc ('Company') will be held at TOR, Saint-Cloud Way, Maidenhead SL6 8BN on Thursday 14 October 2021 at 11.00am ('AGM').

Notice of Annual General Meeting

The formal notice convening the AGM, which contains details of the resolutions to be proposed at it, is set out on page 3 of this document ('Notice').

A general description of the matters to be considered at the AGM can be found in the explanatory notes on pages 4 to 6 of this document. You will see that, in addition to the ordinary business to be conducted at the meeting, there are three items of special business. These relate to the granting of authority for the Company to make political donations, the approval of the rules of The Rank Group Plc Recovery Incentive Scheme and the granting of authority to allow the Company to call general meetings (other than annual general meetings) on not less than 14 clear days' notice.

In addition, please note that the election or re-election of the Company's Independent Directors must be approved by

the shareholders as a whole and separately by shareholders who are independent of the Company's controlling shareholder. The dual voting structure is required under the Listing Rules as a result of the Company having a controlling shareholder (i.e. a shareholder who exercises 30% or more of the votes).

Actions to be taken

A form of proxy for use at the forthcoming AGM is enclosed. Whether or not you intend to be present at the meeting, you are urged to complete and return the form in accordance with the instructions printed on it so that it is received by the Company's registrars not later than 48 hours before the time fixed for the meeting. If you are a CREST member, you can submit your proxy electronically through the CREST system. There is also an electronic proxy appointment facility. Details are set out in the notes to the Notice of the AGM on pages 7 to 8. Completion and return of the form will not prevent you from attending and voting at the meeting in person if you wish.

If arrangements for the meeting need to change from that set out in this document, for example due to the application of Government COVID-19 restrictions that might apply on the date on which the meeting is to take place, the Company will notify shareholders before the meeting through our website at www.rank.com and, where appropriate, by RIS announcement.

Questions

We have set up a dedicated electronic mailbox for shareholders to ask questions of the Board in relation to the business of the AGM in advance, should they wish to do so. Shareholders are invited to submit such questions to [e-mail] by close of business on Wednesday 6 October 2021. Answers will be grouped by the theme of the question to avoid repetition and both questions and responses will be published on www.rank.com as soon as practically possible, and with the aim of doing so before close of business on Friday 8 October 2021 to enable all shareholders to consider them before lodging their proxy votes with the Company's registrar.

Recommendation

The Directors consider the passing of all of the resolutions set out in the Notice of the AGM, including those to be proposed

as special business, to be in the best interests of the Company and its shareholders as a whole and that the passing of them will promote the success of the Company for their benefit. Accordingly, the Directors unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial shareholdings.

The AGM is an important event in the Company's corporate calendar and we are grateful for your continued support.

Yours faithfully

Alex Thursby

Chair

The Rank Group Plc

Registered in England & Wales No. 03140769

Registered office: TOR, Saint-Cloud Way, Maidenhead SL6 8BN

Notice of Annual General Meeting 2021

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the twenty fifth Annual General Meeting ('Meeting') of The Rank Group Plc ('Company') will be held at TOR, Saint-Cloud Way, Maidenhead SL6 8BN at 11.00am on Thursday 14 October 2021 for the shareholders

of the Company as a whole to consider and, if thought fit, pass the resolutions below.

Resolution 17 will be proposed as a special resolution. All other resolutions will be proposed as ordinary resolutions.

1. To receive the Company's audited Financial Statements and the Reports of the Directors and auditors for the financial year ended 30 June 2021.
2. To approve the annual Directors' Remuneration Report for the financial year ended 30 June 2021 as set out on pages 106 to 132 (inclusive) of the Annual Report for the financial year ended 30 June 2021 (excluding, for the avoidance of doubt, the Directors' Remuneration Policy set out on pages 110 to 116 (inclusive)).
3. To approve the Directors' Remuneration Policy as set out on pages 110 to 116 (inclusive) of the Annual Report for the financial year ended 30 June 2021, such policy to take effect from the end of the Meeting.
4. To re-elect Bill Floydd as a Director with effect from the end of the Meeting.
5. To re-elect John O'Reilly as a Director with effect from the end of the Meeting.
6. To re-elect Chris Bell as a Director with effect from the end of the Meeting.
7. To re-elect Steven Esom as a Director with effect from the end of the Meeting.
8. To re-elect Susan Hooper as a Director with effect from the end of the Meeting.
9. To re-elect Alex Thursby as a Director with effect from the end of the Meeting.
10. To re-elect Karen Whitworth as a Director with effect from the end of the Meeting.
11. To elect Katie McAlister as a Director with effect from the end of the Meeting.
12. To elect Chew Seong Aun as a Director with effect from the end of the Meeting.
13. To re-appoint Ernst & Young LLP as auditor of the Company to hold office from the conclusion of the Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
14. To authorise the Audit Committee of the Board of Directors to agree the remuneration of the auditor.

Notice of Annual General Meeting 2021

As special business to consider and, if thought fit, to pass the following resolutions of which resolutions 15 and 16 will be proposed as ordinary resolutions and resolution 17 will be proposed as a special resolution.

15. For the purposes of section 366 of the Companies Act 2006, that the Company, and any company which is or becomes its subsidiary during the period to which this resolution relates, be authorised:

1. to make political donations to political parties and/or independent election candidates not exceeding £25,000 in total;
2. to make political donations to political organisations other than political parties not exceeding £25,000 in total; and
3. to incur political expenditure not exceeding £50,000 in total,

during the period beginning with the date of passing this resolution and ending at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or on 14 January 2023, whichever is earlier, and provided that the aggregate amount of donations which may be made and political expenditure incurred by the Company pursuant to the authority conferred by this resolution shall not exceed £100,000.

For the purposes 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 Companies Act 2006.

1. To approve the rules of The Rank Group Plc Recovery Incentive Scheme (the 'RIS'), the principal terms of which are summarised in Appendix 2 to this Notice and a copy of the rules of which are produced in draft to the Meeting and which, for the purposes of identification, are initialled by the chair of the Meeting, and the Directors be authorised to adopt and to make such modifications to the RIS as they may consider appropriate to take account of the requirements of best practice and for the implementation of the RIS and to adopt the RIS as so modified and to do all such other acts and things as they may consider appropriate to implement the RIS.
2. 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

Luisa Wright

Company Secretary

The Rank Group Plc

Registered in England & Wales No. 03140769

Registered office TOR, Saint-Cloud Way, Maidenhead SL6 8BN 14 September 2021

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Explanatory notes to the resolutions

These notes are intended to explain the business to be transacted at the Meeting. Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolution 17 is proposed as a special resolution. This means that for the resolution to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 - Reports and Financial Statements The Directors are required to present to shareholders the Company's audited Financial Statements and related reports of the Directors and the auditors for the financial year ended 30 June 2021 ('Annual Report').

Resolutions 2 and 3 - Directors' Remuneration Report and Directors' Remuneration Policy

The Remuneration Committee is seeking shareholders' approval of the Directors' Remuneration Report and the Directors' new Remuneration Policy under resolutions 2 and 3 respectively.

The Directors are required to prepare the Directors' Remuneration Report for the financial year ended 30 June 2021. The Directors' Remuneration Report comprises a statement by the Chair of the Remuneration Committee and an Annual Report detailing the remuneration of the Directors, as set out on pages 106 to 132 of the Annual Report (excluding for these purposes the Directors' new Remuneration Policy set out

on pages 110 to 116). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote is advisory in nature and the Company can still act according to it as proposed if the resolution is not approved.

This year shareholders are separately being asked to approve a new Directors' Remuneration Policy which is set out on pages 110 to 116 (inclusive) of the Annual Report. It is intended that this will take effect immediately after the Meeting and will replace the existing policy that was approved by shareholders at the previous Annual General Meeting in November 2020 ('2020 AGM').

It is anticipated that the Directors' new Remuneration Policy will be in force for three years although we will continue to closely monitor regulatory changes and market trends and, if necessary, we may present a revised policy within that three-year period.

The Directors' Remuneration Policy was developed taking into account the principles of the 2018 UK Corporate Governance Code ('Code') and the views of our major shareholders.

The inclusion of the Recovery Incentive Scheme (please see resolution 16 on page 6 for more information) is the only substantive proposed change to the existing policy that was approved last year.

Resolutions 4 to 12 - Election and re-election of Directors In accordance with the Code and the Company's articles

of association ('the Articles'), each of the Directors will retire and offer themselves for re-election by the shareholders at the Meeting, and each subsequent annual general meeting of the Company until further notice. Chew Seong Aun and Katie McAlister were appointed by the Directors since the date of the 2020 AGM and in accordance with the Articles will stand for election by shareholders at the Meeting. To enable shareholders to take an informed decision on their re-election, a summary of each of the Directors' skills and experience is included in Appendix 1 of this Notice and detailed biographies can be found on pages 81 to 83 of the Annual Report.

Resolutions 6, 7, 8, 9, 10 and 11 relate to the re-election or election (as appropriate) of Chris Bell, Steven Esom, Susan Hooper, Alex Thursby, Karen Whitworth and Katie McAlister, who meet the independence criteria set out in provision 10 of the Code and who the Board has determined are independent Directors for the purposes of the Code

(the 'Independent Directors').

Under the Listing Rules, because GuoLine Capital Assets Limited ('GuoLine'), the ultimate parent company of Guoco Group Limited, is a controlling shareholder (being a shareholder who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the Company) (please see page 134 of the Annual Report for more information), the election or re-election (as applicable) of any proposed Independent Director by shareholders must be approved by a majority vote of both:

1. the shareholders of the Company; and
2. the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company (the 'Independent Shareholders').

The Company will separately count the number of votes cast by the Independent Shareholders in favour of each resolution (as a proportion of the total votes of Independent Shareholders cast on each resolution) to determine whether the threshold referred to in (b) above has been met. The Company will announce the results of these resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders. For these purposes, the votes controlled by GuoLine and of the other shareholders with whom it is acting in concert will therefore be excluded when calculating the votes of the Independent Shareholders as referred to in (b) above.

Under the Listing Rules, if a resolution to elect or re-elect (as applicable) an Independent Director is not approved by a majority vote of both the shareholders as a whole and the Independent Shareholders, a further resolution to elect or re-elect the proposed Independent Director may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the original vote but within 120 days of the date of the original vote.

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Accordingly, if any of resolutions 6 to 11 are not approved by a majority vote of the shareholders and the Independent Shareholders at the Meeting, the relevant Director(s) will be treated as having been elected or re-elected (as applicable) only for the period from the date of the Meeting until the earlier of (i) the close of any general meeting of the Company, convened for a date more than 90 days after the Meeting but within 120 days of the Meeting, to propose a further resolution to elect or re-elect him or her, (ii) the date which is 120 days after the Meeting and (iii) the date of any announcement by the Board that it does not intend to propose a further resolution. In the event that the relevant Director's election or re-election (as applicable) is approved by a majority vote of all shareholders at a second meeting, the Director will then be elected or re-elected (as applicable) until the next annual general meeting at which they stand for re-election.

Under the Listing Rules, the Company is also required to provide details of (i) any previous or existing relationship, transaction or arrangement between an Independent Director and the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder; (ii) why the Company considers the proposed Independent Director will be an effective Director, (iii) how the Company has determined that the proposed Director is an Independent Director and

1. the process by which the Company has selected each Independent Director.

The Company hereby confirms:

Previous/Existing Relationships: Other than the shares held by the Independent Directors as set out on page 128 of the Annual Report, it has received from confirmation from each of the Independent Directors that he or she does not have any existing or previous relationships, transactions

or arrangements with the Company, any of the Company's Directors, GuoLine or any of GuoLine's associates.

Effectiveness: The effectiveness of all the Directors is assessed as part of the Board's performance evaluation process. The Independent Directors possess a wide range of skills and expertise, key aspects of which are set out in Appendix 1 of this Notice, which are highly valued by the Board. In view of their career experience, the Board considers that they each bring valuable skills to the Board and provide an objective perspective. The Board considers that each Independent Director continues to contribute effectively to the operation of the Board and to demonstrate commitment to their role and to the long-term success of the Company whilst having regard to wider stakeholder interests.

Independence: The Board has considered whether each of the Independent Directors is free from any relationship that could materially interfere with the exercise of his or her independent judgement. The Board assesses the independence of its Independent Directors in accordance with the recommendations of the Code. The Board determined that each of the proposed Independent Directors was independent on his or her appointment to the Board and considers that he or she remains independent.

Selection: The Nominations Committee of the Board is responsible for keeping the size, structure and composition of the Board under review. By reference to the Company's requirements, the Nominations Committee is responsible for identifying, evaluating and recommending candidates for appointment to the Board. Each of the Independent Directors proposed for election or re-election (as applicable) was appointed following a search process undertaken using

an external search agency or as otherwise explained in the Annual Report (please see pages 88 to 90).

Resolutions 13 and 14 - Re-appointment and remuneration of auditor

The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the conclusion of the next general meeting. On the recommendation of the Audit Committee, the Directors propose that the existing auditors, Ernst & Young LLP, be re-appointed as auditor of the Company for a further year. Additionally, the Directors propose that the Audit Committee be authorised to agree the auditor's remuneration.

Resolution 15 - Political donations

The Companies Act 2006 ('2006 Act') requires the Company to seek shareholders' authority for political donations and political expenditure (each as defined in the 2006 Act) made by the Company. It has been the Company's long-standing practice not to make political donations or incur political expenditure, within the normal meaning of those terms, and it intends that this will remain the case. However, the 2006 Act is very broadly drafted and may catch activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain charities.

Accordingly, the Company is seeking shareholders' authority for political donations and political expenditure (each as defined in the 2006 Act) in case any of the Company's activities are inadvertently caught by the legislation. The authority sought would be capped at £100,000 for the next year and, although the 2006 Act permits shareholders to grant authority for up to four years, the Directors will seek to renew this authority at each annual general meeting in accordance

with current best practice.

Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's annual report and accounts.

Notice of Annual General Meeting 2021

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