Royal Mail plc. Royal Mail plc Notice of Annual General Meeting

Transcription

1 Royal Mail plc Notice of Annual General Meeting Royal Mail plc The third Annual General Meeting of Royal Mail plc will be held at the Sheraton Edinburgh Hotel, 1 Festival Square, Edinburgh, Scotland, EH3 9SR on Thursday 21 July 2016 at 11.00am. This document is important and requires your immediate attention If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act If you have sold or otherwise transferred all of your ordinary shares in Royal Mail plc, please give this and the accompanying document to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was made.

2 June 2016 Dear Shareholder, Annual General Meeting 2016 marks 500 years of postal services in the UK. From a few royal messengers in Tudor times to more than 120,000 postmen and women today, connecting people, communities and businesses is part of who we are. I am pleased to invite you to the third Annual General Meeting (AGM) of Royal Mail plc which will be held at the Sheraton Edinburgh Hotel, 1 Festival Square, Edinburgh, Scotland, EH3 9SR on Thursday 21 July 2016 at 11.00am. The Notice of Annual General Meeting (Notice of AGM) is set out on pages 3 to 15 of this document. A copy of the Annual Report and Financial Statements (Annual Report) for the year ended 27 March 2016 is enclosed together with a proxy or voting form to enable you to exercise your voting rights. The AGM is a good opportunity for shareholders to communicate directly with the Board, to express their views and to ask questions. If you would like to submit a question in advance, please write to the Company Secretary at 100 Victoria Embankment, London, EC4Y 0HQ or shareholderquestions@royalmail.com. If you cannot attend, you have the right to appoint a proxy to vote at the AGM on your behalf. To appoint a proxy, please complete the enclosed form and send it to our Registrar, Equiniti Limited (Equiniti), in the pre-paid envelope provided. Alternatively, you can appoint a proxy online at Instructions are provided on the reverse of the enclosed form. Proxy appointments must be received by Equiniti by no later than 11.00am on Tuesday 19 July s Biographical details of the s seeking re-election, including membership of the Board committees, are detailed in full in this Notice of AGM on pages 6 to 7. Recommendation Your s consider that all of the resolutions in the Notice of AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of them, as they will do in respect of their own shareholdings. Yours faithfully, Peter Long Chairman 2

3 Notice is hereby given that the third Annual General Meeting of Royal Mail plc (the Company) will be held at the Edinburgh Grand Hotel, 1 Festival Square, Edinburgh, Scotland, EH3 9SR on Thursday 21 July 2016 at 11.00am to transact the business set out in the resolutions below. Resolutions 1 to 18 (inclusive) are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 19 to 22 (inclusive) are proposed as special resolutions. For each of these to be passed, at least three-quarters of the votes cast must be in favour of the resolution. For further information on all resolutions, please refer to the Explanatory Notes which can be found on pages 5 to 11. Annual Report and Financial Statements 1. To receive the reports of the s and the Auditors and the audited accounts for the financial year ended 27 March Remuneration 2. To approve the s Remuneration Policy, the full text of which is contained in the s Remuneration Report for the financial year ended 27 March 2016, as set out on pages 60 to 80 of the Annual Report and Financial Statements. 3. To approve the s Remuneration Report (excluding the part containing the s Remuneration Policy) for the financial year ended 27 March Final Dividend 4. That the final dividend recommended by the s of 15.1 pence per share for the year ended 27 March 2016 be paid on 29 July 2016 to all members whose names appear on the Register of Members on 1 July s 5. To re-elect Peter Long as a of the Company. 6. To re-elect Moya Greene as a of the Company. 7. To re-elect Matthew Lester as a of the Company. 8. To re-elect Nick Horler as a of the Company. 9. To re-elect Cath Keers as a of the Company. 10. To re-elect Paul Murray as a of the Company. 11. To re-elect Orna Ni-Chionna as a of the Company. 12. To re-elect Les Owen as a of the Company. Auditors 13. To re-appoint KPMG LLP as Auditors of the Company, to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company. 14. To authorise the Audit and Risk Committee to determine the remuneration of the Auditors. Political donations 15. That, in accordance with section 366 of the Companies Act 2006 (the Act), the Company and any company which at any time during the period for which this resolution has effect, is a subsidiary of the Company is now or becomes a subsidiary of the Company at any time during the period during which this resolution has effect, be authorised to: (a) make donations to political parties and/or independent election candidates not exceeding 50,000; (b) make political donations to political organisations, other than political parties not exceeding 50,000; and (c) incur political expenditure not exceeding 50,000. as such terms are defined in Part 14 of the Act during the period beginning on the date of the passing of this resolution and ending on the date of the Company s next AGM, provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed 50,000 in total. Long Term Incentive Plan 16. That the rules of the Royal Mail plc Long Term Incentive Plan (the LTIP) summarised on pages 8 to 9 of the Explanatory Notes and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the s be authorised to: (a) make such modifications to the LTIP as they may consider appropriate for the implementation of the LTIP and to adopt the LTIP as so modified and to do all such other acts and things as they may consider appropriate to implement the LTIP; and (b) establish further plans based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the LTIP. Deferred Share Bonus Plan 17. That the rules of the Royal Mail plc Deferred Share Bonus Plan (the DSBP) summarised on pages 9 to 10 of the Explanatory Notes and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the s be authorised to: (a) make such modifications to the DSBP as they may consider appropriate for the implementation of the DSBP and to adopt the DSBP as so modified and to do all such other acts and things as they may consider appropriate to implement the DSBP; and (b) establish further plans based on the DSBP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the DSBP. s Authority to Allot Shares 18. That the s be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company: (a) up to a nominal amount of 3,333,333; and (b) comprising equity securities (as defined in section 560(1) of the Act) up to a nominal amount of 6,666,666 (such amount to be reduced by any allotments made under paragraph (a) above) in connection with an offer by way of a rights issue: (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities (as defined in section 560 of the Act), as required by the rights of those securities or, subject to such rights as the s otherwise consider necessary, and so that the s may impose any limits or restrictions and make any arrangement which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory, or practical problems in, or laws of, any territory or any matter. The authorities conferred on the s to allot securities under paragraph (a) and (b) will expire on the date of the AGM of the Company to be held in 2017 or on 31 July 2017 whichever is sooner, (unless previously renewed, varied or revoked or varied by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require relevant securities to be allotted after they expire and the s may allot relevant securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired. 3

4 Special Resolutions Disapplication of pre-emption rights 19. That, subject to the passing of Resolution 18, the s be given powers to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment, provided that such power be limited: (a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 18 above, by way of a rights issue only): (i) to ordinary shareholders in proportion (as nearly as may be practicable to their existing holdings); and (ii) to holders of other equity securities as required by the rights of those securities or, as the s may otherwise consider necessary, and so that the s may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or any matter; and (b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal value of 500,000. The authorities conferred on the s to allot securities under paragraphs (a) and (b) will expire on the date of the AGM of the Company to be held in 2017 or on 31 July 2017 whichever is sooner (unless previously renewed, varied or revoked or varied by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require relevant securities to be allotted (and treasury shares to be sold) after they expire and the s may allot relevant securities and sell treasury shares in pursuance of that offer or agreement as if the power conferred by this resolution had not expired. 20. That, subject to the passing of resolution 18, the s be given powers in addition to any authority granted under resolution 19 to allot equity securities (as defined in the Act) for cash under the authority given by resolution 18 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment, provided that such power be: (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of 500,000; and (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) which the s determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on disapplying pre-emption rights most recently published by the Pre-Emption Group prior to the date of this notice. The authorities conferred on the s to allot securities under paragraphs (a) and (b) will expire on the date of the AGM of the Company to be held in 2017 or on 31 July 2017 whichever is sooner (unless previously renewed, varied or revoked or varied by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require relevant securities to be allotted (and treasury shares to be sold) after they expire and the s may allot relevant securities and sell treasury shares in pursuance of that offer or agreement as if the power conferred by this resolution had not expired. Authority to purchase own shares 22. That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of ordinary shares of 1 pence each in the capital of the Company on such terms and in such manner as the s may determine provided that: (a) the maximum number of shares which may be purchased is 100,000,000; (b) the minimum price (exclusive of expenses) which may be paid for each share is its nominal value; (c) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than the higher of: (i) an amount equal to 105 per cent of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the ordinary share is purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS); and (d) this authority shall expire at the conclusion of the next AGM of the Company or, if earlier, at the close of business on 31 July 2017 but during this period the Company may enter into a contract to purchase ordinary shares, which would, or might, be completed or executed wholly or partly after the authority expires and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not expired. By order of the Board Kulbinder Dosanjh Company Secretary Registered Office: 100 Victoria Embankment LONDON, EC4Y 0HQ 15 June 2016 Registered in England and Wales No Notice period for general meetings, other than AGMs 21. That a general meeting other than an AGM may be called on not less than 14 clear days notice. 4

5 Explanatory Notes An explanation of each of the resolutions is set out below: Annual Report and Financial Statements Resolution 1 is to receive and consider the reports of the s and the Auditors and the audited accounts for the financial year ended 27 March The s are required to present to the meeting the annual accounts and reports which are contained in the Annual Report. Remuneration Resolution 2 is to approve the s Remuneration Policy (the Policy) which is set out in full in the s Remuneration Report on pages 60 to 80 of the Annual Report and Financial Statements. Section 439A of the Companies Act 2006 requires that the Policy is now subject to a separate resolution for shareholder approval. The vote is binding and once the Policy is approved the Company will not be able to make a remuneration payment to a current or past director, unless that payment is consistent with the Policy or has been approved by a resolution of the members of the Company. Shareholder approval in respect of two new incentive plans is sought in Resolutions 16 and 17. Rationale The rationale behind the new Policy is set out in full in the Remuneration Committee Chair s letter and the Policy section of the s Remuneration Report (see pages 60 to 80 of the Annual Report and Financial Statements). The key factors which have shaped the design of the proposed incentive plans are set out below:- The market in which Company competes is intensely competitive and very dynamic. To thrive and grow in this market requires our management to maintain an intensity of pace in improving productivity and efficiency month by month and year by year. This is an increasingly challenging task. This hard-won, short-term success is essential to support our long-term performance. Accordingly, increasing our relative focus on short-term performance is appropriate, provided it supports enduring performance. We want to create a reward structure that appropriately balances the importance of short-term delivery with the creation of longterm, sustainable value. We are keen to ensure that our reward is more closely aligned with the interests of long-term shareholders, i.e. more of the potential reward should be in shares, and shares should be held by our executives for longer periods. Our aim and intention is to deliver sustainable shareholder value. The amount of change that is occurring both in the parcels market, and in the Company s cost base, makes specific targets, such as EPS, complex to measure. We are keen to avoid complexity. Our proposed incentive design seeks to address these issues and contains three proposed substantive changes: 1. Increase the maximum incentive opportunity available based on annual performance through the introduction of a deferred share element, which would vest three years after award, subject to continued employment and malus provisions. This maximum deferred element would be equal to the current maximum cash bonus opportunity (100 per cent of salary), creating a combined maximum annual incentive opportunity of 200 per cent of salary. This change coincides with a careful review of the performance metrics, increasing the quantative operational and financial targets significantly. We believe that this will focus attention on delivery of key objectives consistently and at pace, while aiding retention and recruitment. It will also increase the speed at which executives are likely to accumulate shares, and therefore we are proposing to increase the shareholding guideline for our Executive s to 200 per cent of salary. 2. Introduce a two year holding period on shares vesting under the LTIP for the CEC and Executive s, to achieve greater alignment between the interests of management and shareholders. We propose to increase the maximum LTIP opportunity by 2 per cent to 100 per cent. This remains relatively low for a company of our size and complexity but we do not believe it is appropriate to introduce further leverage into our executive incentive plans at this stage. 3. Use relative Total Shareholder Return (TSR) as the only performance measure for the LTIP, as this is a measure of the success in delivering our strategy. In a competitive environment that is changing as rapidly as ours, this measure, which is focused on shareholder alignment, will still be as relevant at the end of the period as it is at the start of the performance period. As previously, at threshold, the LTIP vesting would provide 50 per cent of salary. Taken in the round, we believe that these changes will provide a cohesive framework that will reward delivery at pace on the objectives required to achieve sustainable success, while maintaining appropriate flexibility in target setting from year to year. Our proposed framework:- Is aligned with our fast-changing market place and with what our senior managers need to focus on year by year; Incentivises sustained year on year improvements with the aim of delivering long-term value for shareholders; Increases the proportion of remuneration which is delivered in the form of deferred equity; from around 25 per cent to 40 per cent of the total; and Reduces complexity and is more transparent to shareholders. The Remuneration Committee will review the Policy after three years to see whether it remains appropriate to support the implementation of the Company s strategy at which point the Company may change the balance between the short and long term incentive arrangements. Resolution 3 is to approve the s Remuneration Report (the Report) on pages 60 to 80 of the Annual Report and Financial Statements (excluding the part containing the Policy). Section 439 of the Companies Act 2006 requires that a Report is put to a vote of shareholders at the Annual General Meeting. This vote is advisory and the s entitlement to receive remuneration is not conditional on it. Final Dividend Resolution 4 recommends that a final dividend of 15.1 pence per ordinary share be declared for the year ended 27 March If approved, the recommended final dividend will be paid on 29 July 2016 to all shareholders whose names appear on the Register of Members on 1 July The Company s Registrar, Equiniti, runs a Dividend Re-investment Plan (DRIP). The DRIP allows for eligible shareholders to reinvest their cash dividend by purchasing additional ordinary shares in the Company. For further information, please visit /dividend-re-investment-plan. Completed application forms should be sent to Equiniti, by no later than 5.00pm on Friday 8 July s Resolutions 5 to 12 are to approve the re-election of the s of the Board. In accordance with the UK Corporate Governance Code, all of the s of the Company are subject to annual re-election by shareholders at the AGM. The s believe that the Board offers an appropriate balance of knowledge and skills and that all the s are independent in character and judgement. The Nomination Committee, which considers the balance of the Board and the mix of skills, knowledge and experience of its members, has considered and recommends to the Board the appointment of all of the s of the Company standing for re-election. The Chairman confirms that, following a formal performance evaluation, the s continue to demonstrate effective performance and commitment to the role. Biographical details of each of the s standing for re-election are as follows: 5

6 Peter Long Chairman Appointed to the Board 1 : 18 June 2015 Key areas of prior experience: Strategic, finance, transformation and consumer experience. Current external appointments: Member of the TUI AG Supervisory Board. of Countrywide plc on 11 February 2016 and Chairman with effect from 27 April Chairman of Parques Reunidos Servicios Centrales S.A.U from 13 April Previous relevant experience: Over 20 years experience in FTSE 100 customer-focused companies. Senior Independent of Rentokil Initial plc. Senior Independent of RAC plc. of Debenhams plc. Group Chief Executive of First Choice Holidays PLC. Chief Executive of TUI Travel PLC. Chief Executive of Sunworld. Chief Executive of International Leisure Group Travel Division. Committee membership: Chair of the Nomination Committee and member of the Remuneration Committee. Moya Greene Executive Chief Executive Officer Appointed to the Board 2 : 6 September 2013 Key areas of prior experience: Postal sector, finance, retail, transport. Previous relevant experience: of Great-West Lifeco Inc. President and Chief Executive Officer of Canada Post Corporation. Assistant Deputy Minister for Transport Canada. Senior Vice President, and Chief Administration Officer, Retail Products, at Canadian Imperial Bank of Commerce. Vice Chairman of Purolator Courier Ltd, a Canadian express parcel company. Senior Vice President for operational effectiveness at Bombardier. of Tim Hortons Inc. in Canada. Member of the Audit Committee, Human Resources Committee and the Remuneration and Compensation Committee. Managing, Infrastructure Finance, at TD Securities Inc. Committee membership: Chair of the Chief Executive s Committee. Orna Ni-Chionna Senior Independent Appointed to the Board 3 : 20 September 2013 Key areas of prior experience: Consumer focus, retail, strategy. Current external appointments: Chair of Client Service at Eden McCallum LLP. of Saga plc. Deputy Chairman of the National Trust. Previous relevant experience: Partner at McKinsey & Company. Senior Independent of HMV plc, Northern Foods plc and BUPA. of Bank of Ireland UK Holdings plc and Bristol & West plc. Committee membership: Chair of the Remuneration Committee, member of the Audit and Risk Committee and the Nomination Committee. Matthew Lester Executive Chief Finance Officer Appointed to the Board 4 : 6 September 2013 Key areas of prior experience: Finance, accounting, consumer goods, financial services. Current external appointments: of Man Group plc. Main committee member of the 100 Group of Finance s and Chairman of its Investor Relations and Markets Committee. Previous relevant experience: Group Finance at ICAP plc. Group Financial Controller and Group Treasurer, Diageo plc. Held positions at Kleinwort Benson after qualifying as a chartered accountant with Arthur Andersen. Committee membership: Member of the Chief Executive s Committee and the Pensions Committee. 1 The was appointed to the Board as a on 18 June The was appointed as Chairman of the Board on 1 September The was appointed on 6 September 2013 to the Board of Royal Mail Limited, which changed its name to Royal Mail plc on 19 September Appointed Senior Independent of Royal Mail Holdings plc on 1 April The was appointed on 6 September 2013 to the Board of Royal Mail Limited, which changed its name to Royal Mail plc on 19 September

7 Nick Horler Appointed to the Board: 20 September 2013 Key Nick areas Horler of prior experience: Retail, Appointed energy, to the transport. Board: Current 20 September external 2013 appointments: Key Chairman areas of of prior Alderney experience: Renewable Energy Ltd. Retail, Chairman energy, of transport. Meter Provida Ltd. Current Chairman external of Alder appointments: and Allan. Chairman of Alderney Renewable of the Go-Ahead Energy Group Ltd. plc (member of Chairman Audit, Remuneration of Meter Provida and Ltd. Nomination Committees). Chairman of Alder and Allan. of Thames Water Utilities Limited. Previous relevant experience: of the Go-Ahead Group plc (member Chief of Audit, Executive Remuneration Officer of and Scottish Nomination Power. Committees). Managing Retail of and Thames Board Water member Utilities of E.ON Limited. UK plc. Previous Managing relevant experience: of Powergen Energy Trading Limited. Committee Chief Executive membership: Officer of Scottish Power. Member Managing of the Audit and Retail Risk and Committee Board member and the of Nomination E.ON UK plc. Committee. Managing of Powergen Energy Trading Limited. Committee membership: Member of the Audit and Risk Committee and the Nomination Committee. Cath Keers Appointed to the Board: 20 September 2013 Key Cath areas Keers of prior experience: Retail, Appointed consumer to the focus. Board: Current 20 September external 2013 appointments: Key areas of prior experience: of Home Retail Group plc and Chair Retail, of the consumer Remuneration focus. Committee since July Current external appointments: of the insurance group Liverpool Victoria Friendly Society of Limited Home (LV=). Retail Group plc and Chair Previous of the Remuneration relevant experience: Committee since July Customer and Marketing of the insurance group of 02 Liverpool UK. Victoria Friendly Society of Limited Telefonica (LV=). Europe. Previous Various relevant marketing, experience: strategy and business development roles at Customer Next, BSkyB, Avon and and Marketing Thorn EMI. of 02 UK. Committee membership: of Telefonica Europe. Member Various of marketing, the Audit and strategy Risk Committee and business and development the Nomination roles Committee. at Next, BSkyB, Avon and Thorn EMI. Committee membership: Member of the Audit and Risk Committee and the Nomination Committee. Paul Murray Appointed to the Board: 20 September 2013 Key Paul areas Murray of prior experience: Finance, Appointed energy, to the technology. Board: Current 20 September external 2013 appointments: Key areas of prior experience: of Independent Oil and Gas plc. Finance, energy, technology. of Naked Energy Ltd. Current external appointments: of Qinetiq Group plc. of of Independent Ventive Ltd. Oil and Gas plc. Audit Committee Chairman of Naked at Qinetiq Energy Group Ltd. plc. Previous relevant experience: of Qinetiq Group plc. Senior Independent of Ventive of Taylor Ltd. Nelson Sofres plc. Audit Committee Chairman of Thomson at Qinetiq SA Group and of plc. Tangent Previous Communications relevant plc. experience: Group Senior Finance Independent of Carlton of Taylor Communications Nelson Sofres plc plc. and of LASMO plc. of Thomson SA and of Tangent Committee Communications membership: plc. Chair Group of the Finance Audit and Risk of Committee, Carlton Communications member of the plc Pensions and Committee of LASMO and plc. the Remuneration Committee. Committee membership: Chair of the Audit and Risk Committee, member of the Pensions Committee and the Remuneration Committee. Les Owen Appointed to the Board: 20 September 2013 Key Les areas Owen of prior experience: Finance, Appointed pensions, to the insurance. Board: Current 20 September external 2013 appointments: Key areas of prior experience: of Computershare. Finance, pensions, insurance. of Discovery Holdings, a South African Current listed health external and appointments: life insurer. Previous relevant experience: of Computershare. Group Chief Executive Officer of Discovery of AXA Holdings, Asia Pacific a South Holdings African Ltd., a listed member health of and Global life AXA insurer. Group Executive Board and responsible Previous for AXA s relevant Asian Life experience: Insurance and Wealth Management Operations. Chief Group Executive Chief Executive Officer Officer of AXA of Sun AXA Life Asia plc. Pacific Holdings Ltd., a member of Global Chairman AXA Group of Jelf Executive Group plc. Board and responsible for AXA s Asian Life Insurance of Post and Office Wealth Limited. Management Operations. Chief Executive Officer of of AXA Just Sun Retirement Life plc. Group plc. Chairman of of CPP Jelf Group Group plc. plc. Committee membership: of Post Office Limited. Chair of the Pensions Committee, of Just Retirement member of Group the Audit plc. and Risk Committee and the Remuneration of CPP Group Committee. plc. Committee membership: Chair of the Pensions Committee, member of the Audit and Risk Committee and the Remuneration Committee. 7

8 Auditors Resolution 13 is to approve the re-appointment of KPMG LLP. The Auditors will hold office until the conclusion of the next general meeting at which accounts are laid. Resolution 14 is to authorise the Audit and Risk Committee to determine the remuneration of the Auditors and the audit fees. Political donations Resolution 15 is to approve the limit of financial political contributions that the Company can make. The Company has a firm policy NOT to make donations to, or incur expenditure on behalf of, EU political parties, other political organisations or independent election candidates and the s have no intention of using the authority for that purpose. However, the Act contains restrictions on companies making political donations or incurring EU political expenditure unless authorised by shareholders in advance, and as the Act defines political donations very broadly, it is possible that normal business activities (such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform), which might not be thought of as political expenditure in the usual sense, could be caught. Shareholder approval is being sought on a precautionary basis only, to ensure that neither the Company nor any company, which at any time during the period for which this resolution has effect, is a subsidiary of the Company commits any technical breach that could arise from the uncertainty generated by the wide definitions contained within the Act when carrying out activities in furtherance of its legitimate business interests. The Board is therefore seeking authority to make political donations to EU political organisations and independent election candidates not exceeding 50,000 in total. In line with best practice guidelines published by the Association of British Insurers (ABI), this resolution is put to shareholders annually rather than every four years as required by the Act. For the purposes of this resolution, the terms political donations, political organisations, independent election candidates and political expenditure shall have the meanings given to them in sections 363 to 365 of the Act. Long Term Incentive Plan (LTIP) Resolution 16 is to approve the LTIP. The main provisions of the LTIP are summarised below. Terms common to the LTIP and DSPB (see Resolution 17) are set out as part of the Explanatory Note for Resolution 17. Grant of awards It is currently intended that the first awards over Shares in the Company (Shares) will be made immediately after the 2016 Annual General Meeting, assuming shareholders approve the LTIP at that meeting. Subsequently, awards may be granted at any time in the first four months of the Company s financial year, so long as awards are made after the announcement of the Company s annual results. Awards may also be made at other times in unusual circumstances where the Remuneration Committee (Committee) believes an out of cycle award is justified, including on recruitment. Individual limit No participant may normally receive awards in any financial year over Shares with a market value of more than 100 per cent of salary. However, in exceptional circumstances, there is the ability to offer up to 200 per cent of salary for the year of recruitment. Executive s are normally expected to be granted awards at the 100 per cent salary level, consistent with the prevailing Policy approved by shareholders. Performance conditions The vesting of awards made to Executive s will be subject to performance conditions set by the Committee. Awards made to below Board employees may (but do not have to) be subject to performance conditions or may be subject to different performance conditions. Details of the performance conditions applying to the first set of intended awards are contained in the s Remuneration Report. The Committee can set different performance conditions from those set for the initial awards for future awards. The Committee may vary any performance conditions applying to existing awards if an event has occurred which causes the Committee to consider that it would be appropriate to amend the performance conditions, so long as the Committee considers the varied conditions are fair and reasonable and not materially more or less challenging than the original conditions would have been but for the event in question. Vesting of awards Awards to Executive s will normally vest three years after the award date so long as the individual is still employed in the Company s group (Group) and subject to the satisfaction of the applicable performance conditions (see above). Awards granted to employees below Board level may vest at any time set by the Committee, although they will normally vest in line with the Executive s. Holding period Awards made to Executive s will require the Executive to hold any Shares which vest and any amount received in lieu of dividends (other than, in both cases, any amounts used to meet tax and national insurance requirements) until at least two years after the vesting date, as stated in the prevailing policy approved by shareholders. Holding periods may also be applied to other participants awards. Special rules apply for leavers and on takeovers (see below). Leavers Participants who leave before vesting of an award will normally lose their award. However, if a participant ceases to be an employee because of ill health, injury or disability; retirement; redundancy; their employing company or the business for which they work being sold out of the Group, or in other circumstances at the discretion of the Committee, the participant will retain the award until the vesting date. The extent to which an award vests in these situations will depend upon the extent to which any performance conditions have been satisfied, but the number of Shares which will be received will normally be prorated to reflect the percentage of the performance period when the participant was working for the Group. However, the Committee can decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances. Alternatively, the Committee may decide that a good leaver s award will vest on the date when the participants ceases working for the Group and measure performance up to the date of leaving, and this approach will also automatically apply in the event of the death of a participant. In these cases, the award would also normally be prorated to reflect the percentage of the performance period which the participant has worked for the Group, although the Committee can decide not to pro-rate if it regards as inappropriate to do so in the particular circumstances. Where the award had a holding period requirement, then, unless the Committee determines otherwise, the holding period will apply until the vesting date or two years after leaving employment (whichever is later). If a participant leaves employment after vesting but before the end of the holding period, then Shares still remain subject to the holding period. 8

9 Takeovers and other corporate events In the event of a takeover (except an internal corporate reorganisation) or winding up of the Company, all awards will vest early. The number of Shares which can be received depends on performance measured to the time of the takeover and pro-rating of the awards to reflect the percentage of the performance period which has passed at the time of the takeover, although the Committee can decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances. Alternative arrangements may be made if the participants and acquiring company agree. On an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding company. Shares which vest on a takeover will not be subject to holding periods, and holding periods which apply to Shares which have already vested will fall away. On a demerger, the Committee has discretion as to what should happen to awards which have not vested and to holding periods. Deferred Share Bonus Plan (DSBP) Resolution 17 is to approve the DSBP. Under the DSBP, awards, which will have a value linked to a percentage of cash bonus awarded to a participant under annual cash bonus arrangements for any financial year, will vest after a specified deferral period. The main provisions of the DSBP are summarised below. Terms common to the LTIP and DSBP are also set out below. Grant of awards The first awards over Shares are currently intended to be made in May 2017 at around the same time as the payment of cash bonuses for the year ending March 2017, assuming shareholders approve the DSBP at the 2016 Annual General Meeting. Subsequently, awards may be granted at any time in the first four months of the Company s financial year (so long as awards are made after the announcement of the Company s annual results). Individual limit No participant may receive an award in any financial year over Shares with a market value of more than 100 per cent of salary. Vesting of awards Awards to Executive s will normally vest three years after the award date so long as the participant is still employed in the Group. Awards granted to employees below Board level may vest at any time specified at the time of the award. Unlike under the LTIP, there are no performance conditions attached to the vesting of the awards and there will be no holding period requirements after vesting. Special rules may apply for leavers and on takeovers (see below). Leavers Participants who leave before vesting of an award will normally lose their award. However, if a participant ceases to be an employee because of ill health, injury or disability; retirement; redundancy; their employing company or the business for which the participant works being sold out of the Group; or in other circumstances at the discretion of the Committee, the participant will retain the award until the vesting date, when it will vest in full. Alternatively, the Committee may decide that a good leaver s award will vest in full on or shortly after the date when they cease working for the Company. This approach will also automatically apply in the event of the death of a participant. In all cases the Committee retains the discretion to pro-rate if it believes it is appropriate to do so in the particular circumstances. Takeovers and other corporate events In the event of a takeover (except an internal corporate reorganisation) or winding up of the Company, all awards will vest early and in full. Alternative arrangements may be made if the participants and acquiring company agree. On an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding company. On a demerger, the Committee has discretion as to what should happen to awards which have not vested. Terms common to both the LTIP and DSBP (Plans) Operation The Committee will supervise the operation of the Plans, under which awards will be made over Shares although cash awards may also be made (see below), although there is no current intention to do so. No award may be made more than 10 years after shareholder approval of the Plans. Eligibility Any employee of the Company and its subsidiaries will be eligible to participate in the Plans at the discretion of the Committee. However, the intention is that the Plans are principally used for senior executives. Dividends On vesting, award holders will normally receive an additional amount to reflect the dividends that would have been paid on the shares received between the date of the award up until the date Shares are received. This amount may be provided in cash or shares. Malus and Clawback If a material misstatement leads to an adjustment in the accounts of the Company in a financial year included in a performance or vesting period, or in the event of any calculation error in determining the number of Shares which vest or over which the award was made, or personal misconduct, outstanding awards under both plans held by s may be reduced or cancelled. Where LTIP awards have vested, the may be required to return the Shares or repay an amount up to the value of the Shares on vesting for up to two years after vesting. Shares received under the DSBP awards held by s will not be subject to clawback as, by the time of vesting, at least three years will normally have passed since the relevant performance period. The Committee may also decide to apply malus and clawback provisions to awards made to other employees. Participants rights Awards will not confer any shareholder rights until the awards have vested and the participants have received their Shares. No payment is required for the grant of an award. Awards are not pensionable. Rights attaching to Shares Any Shares allotted when an award vests will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment). Variation of capital In the event of any variation of the Company s share capital or in the event of a demerger, payment of a special dividend or similar event, the Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award. 9

10 Overall limits The Plans may operate over new issue Shares, Shares in treasury shares or Shares purchased in the market. In any ten calendar year period, the Company may not issue (or grant rights to issue) more than: (a) 10 per cent of the issued ordinary share capital of the Company under the Plans and any other employee share plan adopted by the Company; and (b) 5 per cent of the issued ordinary share capital of the Company under the Plans and any other executive share plan adopted by the Company Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investor guidelines cease to require them to treated as such. Awards granted prior to the Company s IPO in October 2013 or which have been or are to be satisfied using market purchased Shares or Shares provided by HM Government will not count towards the limits. Alterations The s may, at any time, amend the Plans in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Shares or the transfer of treasury Shares, the basis for determining a participant s entitlement to, and the terms of, the Shares or cash to be acquired and the adjustment of awards. The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the Plans, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group. Alternative forms of award The Committee expects to grant awards as conditional share awards, but it will also have the discretion to grant awards as restricted share awards or as nil (or nominal) cost options. The Committee may also decide to grant cash-based awards of an equivalent value to sharebased awards or to satisfy share-based awards in cash, although it does not currently intend to do so. Overseas plans The Company may establish further plans for overseas territories without further shareholder approval provided any such plan is similar to one of the Plans but modified to take account of local tax, exchange control or securities laws, provided that any Shares made available under those further plans are treated as counting against the limits on individual and overall participation in the Plans. s Authority to Allot Shares Resolution 18 is proposed to authorise the s to allot ordinary shares in the capital of the Company without the prior consent of shareholders for a period expiring at the conclusion of the next AGM of the Company, or if earlier, at the close of business on 31 July Paragraph (a) of resolution 18 will allow the s to allot ordinary shares up to an aggregate maximum nominal amount of 3,333,333 (representing 333,333,333 ordinary shares of 1 pence each). This amount represents approximately one third (33.33 per cent) of the Company s issued share capital on 1 June 2016, the latest practicable date before the publication of this Notice. In line with the guidance issued by the ABI, paragraph (b) of resolution 18 would give the s authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to 6,666,666 (representing 666,666,666 ordinary shares of 1 pence each, as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) (representing two thirds (66.66 per cent) of the Company s issued share capital on 1 June 2016, the latest practicable date before the publication of this Notice. The authorities sought under paragraphs (a) and (b) of this resolution will expire at the conclusion of the next AGM of the Company, or if, earlier, at the close of business on 31 July The s have no present intention to exercise either of the authorities sought under this resolution, except, under paragraph (a) to satisfy options under the Company s share option schemes, but the Board wishes to ensure that the Company has maximum flexibility in managing the Group s capital resources. Where the Board does use the additional authority described in (b), the s intend to follow best practice as regards to its use as recommended by the ABI. As at the date of this Notice of AGM, no shares are held by the Company in treasury 10

11 Special Resolutions Disapplication of pre-emption rights Resolution 19 and 20 are to approve the disapplication of pre-emption rights. The passing of these resolutions would allow s to allot shares (or sell any shares which the Company may purchase and hold in treasury) without first offering them to existing holders in proportion to their existing holdings. The authority set out in resolution 19 is limited to (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares; or (b) as the s otherwise consider necessary, or otherwise up to an aggregate nominal amount of 500,000 (representing 50,000,000 shares). This aggregate nominal amount represents five per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at 1 June 2016, the latest practicable date prior to publication of this Notice of AGM. The authority set out in resolution 20 is limited to allotments or sales of up to an aggregate nominal amount of 500,000 (representing 50,000,000 shares) in addition to the authority set out in the resolution 19 which are used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the s determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on disapplying pre-emption rights most recently published by the Pre- Emption Group prior to the date of this Notice of AGM. This aggregate nominal amount represents an additional five per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at 1 June 2016, the latest practicable date prior to publication of this Notice of AGM. In respect of the authority referred to in resolution 19 (b), the s also confirm their intention to follow the provisions of the Pre-Emption Group s Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5 per cent of issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders, except in connection with an acquisition or specified capital investment as referred to above. This authority will expire at the earlier of 31 July 2017 and the conclusion of the AGM of the Company held in Notice period for general meetings, other than AGMs Resolution 21 is to approve that general meetings of the Company (other than an AGM) may be called on 14 clear days notice. The notice period required by the Act for general meetings of the Company is 21 clear days unless (i) shareholders approve a shorter notice period, which cannot however be less than 14 clear days and (ii) the Company offers the facility for all shareholders to vote by electronic means. AGMs must always be held on at least 21 clear days notice. It is intended that the flexibility offered by this resolution will only be used for time sensitive, non-routine business and where merited in the interests of shareholders as a whole. The approval will be effective until the Company s next AGM, when it is intended that a similar resolution will be proposed. Authority to purchase own shares Resolution 22 is to approve the authority of the Company to purchase its own ordinary shares in the market. The authority limits the number of shares that could be purchased to a maximum of 100,000,000 ordinary shares (equivalent to 10 per cent of the Company s issued ordinary share capital as at 1 June 2016, the latest practicable date prior to publication of this document) and sets a minimum and maximum price. This authority will expire at the end of the AGM in 2017 or the close of business on 31 July 2017, whichever is the earlier. The s have no present intention of exercising the authority to purchase the Company s ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company s share price and future funding opportunities. The s will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange. Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. Any shares we buy under this authority may either be cancelled or held in treasury. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. As at 1 June 2016, the latest practicable date prior to publication of this document, the Company has options outstanding over 13,915,040 ordinary shares, representing 1.39 per cent of the Company s ordinary issued share capital. If the existing authority given at the 2015 AGM and the authority now being sought by resolution 21 were to be exercised in full and the shares purchased were cancelled, the options to subscribe for ordinary shares would represent 1.72 per cent of the Company s resulting issued ordinary share capital following such purchases and cancellations. If the existing authority given at the 2015 AGM is not exercised at all before the 2016 AGM, but the authority being sought by resolution 22 is exercised in full and the shares purchased were cancelled, the options to subscribe for ordinary shares would represent 1.54 per cent of the Company s resulting issued ordinary share capital following such purchases and cancellations. 11

12 Notes: 1. Biographies of the s seeking re-election are also shown in the Annual Report 2015/2016, including membership of the Board committees. The terms of their service contracts are as follows: Moya Greene s service contract is for an indefinite term and includes a notice period of six months from the individual and may be terminated immediately on notice by the Company. Matthew Lester s service contract is for an indefinite term and includes a notice period of six months from the individual and a notice period of 12 months from the Company. s have fixed term agreements for service which can be terminated by the individual giving one month s notice (four months notice in the case of Peter Long). 2. Registered Shareholders: Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. Members may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice of AGM. If you do not have a proxy form or if you require additional proxy forms (to appoint more than one proxy), please photocopy the enclosed proxy form and indicate the number of shares in relation to which they are authorised to act as your proxy next to the proxy holder s name. If a proxy is being appointed for less than your full entitlement, please enter the number of shares in relation to which they are entitled to act next to the shareholder s name. The proxy form accompanying this notice assumes you wish to vote on all of your shares in the same way. To vote only part of your holding or to vote some shares one way and some another, please contact the shareholder helpline on All proxy forms must be signed and should be returned together. 3. If you would like to submit your vote electronically, please visit where there are full instructions. You are advised to read the terms and conditions of use. If you return paper and electronic instructions, those received last by the Registrar before 11.00am on Tuesday 19 July 2016 will take precedence. Electronic communication facilities are available to all shareholders and those that use them will not be disadvantaged. 4. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointments submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company s Register of Members in respect of the joint holding (the first-named being the most senior). 5. To be valid any proxy form or other instrument appointing a proxy together with a certified copy of the power of attorney or other authority (if any) under which it is executed must be received by post or (during normal business hours only) by hand at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA no later than 11.00am on Tuesday 19 July For shares held in the Royal Mail Nominee Share Service or in the Royal Mail Share Incentive Plan, voting instructions must be received by the Nominee/Trustee by no later than 5.00pm on Monday 18 July The return of a completed proxy form, other such instrument or any CREST proxy instruction (as described in note 13 below) will not prevent a shareholder attending the AGM and voting in person if he wishes to do so. 7. Indirect Shareholders: Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. 8. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 2 to 5 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by the shareholders of the Company. Nominated persons should contact the Registered holder of the shares and not the Company on matters relating to their shares. 9. To be entitled to attend, speak and vote at the meeting (and for the determination by the Company of the votes they may cast), shareholders must be entered on the Register of Members of the Company by 6.30pm on 19 July 2016 (or, in the event of any adjournment, 6.30pm on the date which is two business days prior to the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend, speak and vote at the meeting. 10. The following documents are available for inspection at an agreed time (please ring during normal business hours on any weekday. Saturdays, Sundays and public holidays excluded), at the Company s Registered Office, 100 Victoria Embankment, London, EC4Y 0HQ. They will also be available for inspection at the Sheraton Edinburgh Hotel, 1 Festival Square, Edinburgh, Scotland, EH3 9SR from 10.00am on 21 July 2016 until the conclusion of the AGM: (i) copies of the Executive s service contracts; (ii) copies of the s letters of appointment; (iii) a copy of the Company s Articles of Association; and (iv) copies of the draft rules of the LTIP and DSBP. 11. You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated. 12. As at 1 June 2016, the latest practicable date before the publication of this Notice of AGM, the Company s issued share capital consists of 1,000,000,000 ordinary shares of 1 pence each. Ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 1 June 2016 are 1,000,000, CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. 5 Lines are open from 8.30am to 5.30pm Monday to Friday, excluding UK public holidays. 12

13 14. 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 UK & Ireland Limited s specifications and must contain the information required for such instruction, as described in the CREST manual (available via 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 Equiniti (ID RA19) by 11.00am on Tuesday 19 July For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 15. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings. 16. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 18. Under section 527 of the Act members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to (i) the audit of the Company s accounts (including the Auditor s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which the annual accounts and financial reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company s Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website. 19. Any shareholder attending the meeting has a right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 20. A copy of this Notice of AGM, and other information required by section 311A of the Act, can be found at 13

14 Key dates Time and date What happens? Thursday 30 June 2016 Ex-dividend date Friday 1 July 2016 Record date for entitlement to the final dividend Friday 8 July 2016 Last day for DRIP elections/revocations 11.00am Tuesday 19 July 2016 Deadline for receipt of online or postal proxy appointment and voting instructions by our Registrars, Equiniti 11.00am Thursday 21 July 2016 AGM at Sheraton Edinburgh Hotel Friday 29 July 2016 Payment of the final dividend AGM Venue The Sheraton Edinburgh Hotel, 1 Festival Square, Edinburgh, Scotland, EH3 9SR. The AGM will be held in the Edinburgh Suite. For further details about the venue visit their website: Timings Date: Thursday 21 July am Doors open, registration begins 10.30am 11.00am Question Registration Desk opens in the Atrium, adjoining the main auditorium (the Edinburgh Suite) where tea and coffee will be available Doors to the Edinburgh Suite open AGM begins Registration Please plan to arrive before 10.30am to allow enough time for registration and security clearance, bringing your attendance card with you. This is attached to the Proxy Form. For shareholders that have registered for electronic communications, an attendance card will be sent to you by ticking the intention to attend on the online voting form. You may also find it helpful to bring this Notice of AGM with you so that you can refer to it at the AGM. Shareholders should allow 15 to 20 minutes for registration formalities. Cloakroom facilities Cloakroom facilities will be available on the day of the AGM and clearly signposted. Shareholders with special needs The Sheraton Edinburgh Hotel is easily accessible by wheelchair users and has accessible access to all areas of the hotel, including lifts, doors, ramps and accessible self-parking. Anyone accompanying a shareholder in need of assistance will be admitted to the meeting. Other guests will only be admitted at the discretion of the Company. For further arrangements on the special needs facilities at the venue please call the Sheraton Edinburgh Hotel direct on: on (+44) (131) or visit Security Security measures will be in place to ensure your safety at the AGM, which may include random bag and coat searches and other security checks. Prohibited items such as sharp implements, glass bottles, etc, will be removed and stored until the end of the event. We do not permit cameras or recording equipment to be brought into the meeting and we would be grateful if you would ensure you switch off your mobile telephone before the start of the meeting. Asking questions Any shareholder attending the AGM has the right to ask questions during the meeting, but we would ask you to keep your questions and statements short and relevant to the business of the meeting to allow everyone who wishes to speak the chance to do so. To make it easier for shareholders to ask a question, we will be operating a Question Registration Point in the Atrium before the start of the meeting. In addition, you will be able to ask a question during the meeting. Any questions raised but not answered at the meeting will be reviewed by the Chairman after the AGM and a reply will be sent in due course. Shareholders who are unable to attend the meeting can submit a question to the Board by writing to the Company Secretary at 100 Victoria Embankment, London, EC4Y 0HQ or shareholderquestions@royalmail.com Voting Voting on all resolutions will be by way of a paper poll. Your vote counts whether you are able to attend the meeting or not and we think poll voting is the fairest approach. The results of the voting will be announced through a Regulatory Information Service and will be published on our website or as soon as reasonably practicable thereafter. Travelling to the AGM Nearest airports Edinburgh By car From the East Follow the A1 West into Edinburgh and follow the signs to the city centre. The hotel is located just off the west end of Princes Street on the West Approach Road just before the EICC. From the North Take the M90 from the North of Scotland, which passes through Perth. Cross the Forth Road Bridge into Edinburgh city centre and the hotel is located off the West Approach Road. From the West Take the M8 Motorway from Glasgow, which joins the A71, to the city centre. The hotel is located on the West Approach Road just after the EICC. From the South Take the M6 North onto the A74, which follows onto the A702 which will take you to the city centre. The hotel is located just off the west end of Princes Street on West Approach Road. From the Airport Follow the A8 to the city centre; pass the Haymarket train station head towards Princes Street, just before Princes Street turn to your right up Lothian Road. At the second set of lights turn right onto the West Approach Road, at the first set of lights turn left and this brings you into the Hotel forecourt. Parking The hotel does offer limited on-site parking, located at the rear entrance, accessed from the West Approach Road, fee: 4/hour. Rail station There are two train stations in Edinburgh. Haymarket is the closest station to the hotel and handles trains going to/from places North & West of Edinburgh (Stirling, Aberdeen, Inverness, St Andrews, Glasgow). Waverley Station handles all trains that travel through Edinburgh. It is possible to get a taxi from outside both stations. 14

15 How to find the Sheraton Edinburgh Hotel CHARLOTTE STREET ROSE STREET GEORGE STREET PRINCES STREET WAVERLEY BR. WAVERLEY STATION GEORGE IV BRIDGE EICC SHANDWICK PLACE WEST APPROACH ROAD ONE SPA VEHICLE ACCESS TO SPA & HOTEL P SHERATON EDINBURGH HOTEL LOTHIAN ROAD MORRISON STREET TO M8, M9 & AIRPORT P P GRINDLEY ST WEST PORT P EDINBURGH CASTLE ROYAL MILE GRASS MARKET LAURISTON PLACE Shareholder fraud Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you buy or sell shares in this way you will probably lose your money. 5,000 people contact the Financial Conduct Authority (FCA) about share fraud each year, with victims losing an average of 20,000. If you are approached by fraudsters please tell the FCA using the share fraud reporting form at where you can find out more about investment scams. You can also call the FCA Consumer Helpline on If you have already paid money to share fraudsters you should contact Action Fraud on or online at Remember: if it sounds too good to be true, it probably is! Keep Me Posted Royal Mail Group is a key partner in the Keep Me Posted campaign, a coalition of around 75 charities, consumer groups, trade unions and commercial organisations. The campaign fights for consumers rights to choose how they receive important information such as bank statements, credit card bills and utility statements, whether by post, electronically or a combination of the two. The campaign wants consumers to be able to choose, without penalty. 15

16 Notes 16