Pearson : 2024 Notice of Meeting

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek advice from a stockbroker, bank manager, solicitor, accountant, or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your ordinary shares

in Pearson plc, please pass this document and the enclosed form of proxy at once 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.

A form of proxy for the Annual General Meeting is enclosed and should be completed and returned as soon as possible. To be valid, it must reach the company's registrar, Equiniti, no later than 10:30am on Wednesday, 24 April 2024. Alternatively, you may register your vote online by visiting the registrar's website at www.sharevote.co.uk or, if you already have a portfolio registered with Equiniti, by logging onto www.shareview.co.uk. In order to register your vote online you will need to enter the Voting ID, Task ID and Shareholder Reference Number which are given on the enclosed form of proxy. Shareholders holding shares through Sharestore must submit their votes by 10:30am on Tuesday, 23 April 2024.

If you are a member of CREST, the electronic settlement system for UK securities, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained in the notes to the notice of Annual General Meeting (see pages 12 to 13 of this document) and in the form of proxy. Electronic and CREST proxy voting instructions should also be submitted no later than 10:30am on Wednesday, 24 April 2024.

If you are an institutional investor, you may be able to appoint a proxy electronically through the Proxymity platform, a process which has been agreed by the company and approved by the registrar. Further information regarding Proxymity is contained in the notes to the notice of the Annual General Meeting

(see pages 12 to 13 of this document).

Completion of a form of proxy or the appointment of a proxy electronically will not stop you from attending the meeting and voting in person or participating in the meeting electronically should you so wish.

Dear Shareholder,

I am writing to give you details of the business which will be conducted at the Annual General Meeting (AGM or the meeting) of Pearson plc (Pearson or the company) to be held at 10:30am on Friday, 26 April 2024 at 80 Strand, London WC2R 0RL.

Shareholders of the company (shareholders) will be asked to consider and, if thought fit, approve resolutions in respect of the matters as set out on pages 4 to 6 of this document.

In accordance with recommended best practice, voting on all of the proposed resolutions at the AGM will be conducted on a poll rather than on a show of hands.

Notice of AGM

The notice convening the AGM is set out on pages 10 to 11 of this document (the notice).

Meeting arrangements

We are looking forward to welcoming our shareholders

at the AGM and believe that holding a hybrid meeting enables a broader cross-section of our shareholders to participate in general meetings. We remain committed to fostering such shareholder engagement and have therefore chosen to offer a hybrid meeting again in 2024.

Shareholders will be able to participate in the meeting either in person or electronically by joining a live webcast, where all participants will be able to vote on the resolutions and to ask their questions if they wish to do so. The company will be using Lumi, a platform that enables electronic participation and submission of questions during the meeting. A detailed guide on how to join the meeting using Lumi can be found on page 16 of this document.

While we are keen to facilitate wider engagement by offering the ability to participate virtually, we very much welcome shareholders wishing to attend in person and look forward to seeing you should you wish to do so. The physical part of the AGM will be held at our registered office, 80 Strand, London WC2R 0RL, where light refreshments will be served before the meeting. For those shareholders wishing to attend the AGM in person, please use the Strand entrance to the building, where the registration desks will be situated. A map of the area is available on page 3 of this document.

Shareholders are encouraged to submit questions they would like answered at the AGM by email to chairman-agm@pearson.com. Please note that questions should be received through this channel by the company no later than 6:30pm on Wednesday, 24 April 2024. Questions may still be asked during the meeting, either through Lumi or by those attending in person, but questions submitted in advance of the AGM will be prioritised at the meeting. Where it is not possible to answer questions submitted prior to or during the meeting (for example, due to time constraints), the Board's responses to questions will be published on the company's website as soon as is practicable after the AGM.

If you are unable to participate in the meeting in person or electronically, please complete and return the enclosed form of proxy in the prepaid envelope provided so as to reach the company's registrar, Equiniti, not less than 48 hours before the time of the meeting.

Alternatively, you may register your vote online by visiting the registrar's website at sharevote.co.uk or, if you already have a portfolio registered with them, by logging onto shareview.co.uk. In order to register your vote online you will need to enter the Voting ID, Task ID and Shareholder Reference Number which are given on the enclosed form of proxy. If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained in the notes to the notice of AGM and in the form of proxy. If you are an institutional investor, you may be able to appoint a proxy electronically through the Proxymity platform, a process which has been agreed by the company and approved by the registrar. Further information regarding Proxymity is contained in the notes to the notice of AGM (see pages 12 to 13 of this document).

For any updates in relation to the AGM, shareholders should monitor the Investors section of the Pearson website at pearsonplc.com and its Regulatory Information Service announcements.

Board changes

New appointments in 2023 and early 2024 have continued to enhance the diversity of our Board. We continue to monitor the Board's composition to ensure we maintain the range of skill sets and perspectives needed to support the company's strategy and complement our succession planning, including in anticipation of Lincoln Wallen's attainment of nine years' service on the Board. You can find further details on the Board's assessment

of Lincoln's independence on page 4 of this document.

Having served as a Director since 2015, and most recently as Deputy Chair, Senior Independent Director and Chair of our Nomination & Governance Committee, Tim Score will be retiring from the Board at the AGM and will not be seeking re-election. The Board and I extend our deepest thanks

to Tim for his commitment and invaluable contribution to Pearson. I am particularly grateful for his wise counsel and support, as our Deputy Chair, during my first two years as Pearson's Chair. We and many colleagues who have been fortunate to work with Tim, will miss him and wish him all the best in his future endeavours.

Upon Tim's retirement, if re-elected, Graeme Pitkethly will be appointed as Deputy Chair and Senior Independent Director and as a member of the Nomination & Governance Committee, alongside continuing to serve as Chair of our Audit Committee and as a member of the Reputation & Responsibility Committee, while I will be appointed

as Chair of the Nomination & Governance Committee, as announced by the company on 1 March 2024. Graeme has significant experience and expertise relevant to the remit of his new role, having until

very recently been the Chief Financial Officer and a Board member of FTSE 100-listed Unilever plc, and I am delighted that he has agreed to succeed Tim as Deputy Chair and Senior Independent Director.

I personally look forward to taking on the role as Chair of the Nomination & Governance Committee and leading its important work.

Yours sincerely

Omid Kordestani Chair

Registered office: Pearson plc, 80 Strand, London WC2R 0RL, United Kingdom

Registered in England and Wales. Registered company number 53723

Temple

Strand

Adam Street

Carting

Lane

Waterloo

Recommendation

The Board of Directors believes that resolutions 1-21 will promote the success of, and are in the best interests of, the company and its members as a whole.

Your Board therefore unanimously recommends that you vote IN FAVOUR of resolutions 1-21 inclusive, as the Directors intend to do in respect of their own beneficial holdings.

Report and accounts (resolution 1)

The first resolution at the AGM relates to the receipt and consideration of the company's accounts, the strategic report and the reports of the Directors and the auditors for the financial year ended 31 December 2023.

Final dividend (resolution 2)

Separately, shareholders will also be asked to approve the payment of a final dividend of 15.7 pence per ordinary share in respect of the year ended 31 December 2023, as recommended by the Directors.

If the recommended final dividend is approved, it is proposed that the dividend will be paid on 3 May 2024 to shareholders on the company's register of members at the close of business on 22 March 2024 (the record date).

Election and re-election of Directors (resolutions 3 to 12)

In accordance with provision 18 of the UK Corporate Governance Code (the Code) and the Articles of Association, all of the Directors being eligible (other than Tim Score, who is retiring at the conclusion of the meeting) will offer themselves for election or re-election at the AGM. The election and re-election of Directors, if approved, will take effect at the conclusion of

the meeting.

Having each been appointed as a Director since the last AGM, Omar Abbosh, Alison Dolan and Alex Hardiman will retire at the AGM and, in accordance with the Articles of Association and being eligible, will offer themselves for election by shareholders.

Each of the Directors seeking election or re-election brings a wide range of experience, skills and backgrounds which complement our strategy. The contribution, commitment and performance of each of the Directors continues to be valuable and effective, and it is, therefore, appropriate for each of those seeking election or re-election by the shareholders to continue to serve as a Director of the company. Biographical details for each of the Directors offering themselves for election

or re-election are set out below on pages 7 to 9.

All of Pearson's Directors have strong leadership experience at global businesses and institutions and, as a group,

the Board has particular experience in the following areas:

• Corporate strategic development
• Digital and technology (including data and cyber security governance and AI)
• Disruption management (including talent leadership through change; marketing and data insights; and new business models and innovation)
• Direct to consumer business models (including consumer brand, sales and marketing)
• Global markets
• Listed company governance and regulation
• Focus on people and talent, including workforce learning
• Scale and complexity
• Accounting and finance
• Education and public sector
• Policy and government relations
• Prior CEO experience
• Remuneration
• Sustainability

The diverse backgrounds, expertise offered and contribution made by the Directors, as detailed in their individual biographies, continue to be important to the company's long-term sustainable success. In accordance with the Code, the Board has reviewed the independence of its Non-Executive Directors and has determined that they remain fully independent of management and that there are no relationships or circumstances likely to affect their judgement.

In January 2025, Lincoln Wallen will reach nine years' service on the Pearson Board. Upon or in anticipation of attainment of nine years' service by any Non-Executive Director, the Board undertakes an assessment to satisfy itself as to the continuing independence of that Director. The Nomination

• Governance Committee gave particular consideration to Lincoln's independence in February 2024 ahead of proposing to shareholders that he be re-elected for a further year at the AGM, recognising that he will reach nine years' service during the coming year, if re-elected. In doing so, the Nomination
• Governance Committee assessed the degree of objective judgement and constructive challenge demonstrated by
  Lincoln, and confirmed that his skills, experience and knowledge contribute to productive Board discussions. Accordingly, the
  Board is satisfied that Lincoln remains independent, and that he continues to provide constructive challenge and holds management to account.

Having served as a Director since 2015, Tim Score will be retiring from the Board at the AGM and will not be seeking re-election. Upon Tim's retirement, if re-elected, Graeme Pitkethly will be appointed as Deputy Chair and Senior Independent Director and as a member of the Nomination & Governance Committee and Omid Kordestani will be appointed as Chair of the Nomination & Governance Committee, as announced

by the company on 1 March 2024.

The Board considers, following a formal Board performance evaluation, that each Director seeking election and re-election contributes effectively and demonstrates commitment to their role. This consideration of effectiveness is based on, amongst other things, the business skills, industry experience and business model experiences of the Directors and other contributions each Director may make (including diversity considerations), both as an individual and also in contributing to the balance of skills, knowledge and capability of the Board as a whole, as well as the expected time commitment for Pearson Board, Committee meetings and other duties.

Directors' remuneration report (resolution 13)

The 2023 annual remuneration report is set out in the annual report on pages 107 to 130. The company believes that the remuneration report clearly demonstrates the link between our remuneration policy and practice, and the company's strategy and performance, as well as our commitment to shareholder engagement.

The remuneration report includes a letter from the Chair of the Remuneration Committee and provides details of the remuneration paid to the Directors during the year ended 31 December 2023, including any share awards made

or vesting during the year.

Shareholders are invited to approve the annual remuneration report under resolution 13. This vote is advisory in nature and has no impact on past remuneration.

Approval of Save for Shares Plan (resolution 14)

Shareholders are asked to approve a new Pearson Save for Shares Plan (the Plan), to replace the existing plan which was last approved by shareholders in 2014, for a period up to the 2034 AGM.

A summary of the Plan and its intended operation is set out in Appendix 1 on pages 14 to 15 of this document. Executive Directors will be eligible to participate in the Plan.

Auditors (resolutions 15 and 16)

Resolutions will be proposed to re-appoint the company's existing auditors, Ernst & Young LLP (EY), as auditors until the conclusion of the AGM in 2025 and to authorise the Audit Committee to determine and fix the remuneration of the auditors.

Directors' authority to allot shares (resolution 17)

As in previous years and further to the provisions of section 551 of the Companies Act 2006 (the Act), shareholders will be asked to grant the Board of Directors the authority to allot shares, grant rights to subscribe for shares, or convert any security into shares in the company (the new authority). If granted, the new authority would be valid until the close of the AGM in 2025

(or, if earlier, the close of business on 26 July 2025).

If passed, the new authority (granted under part (a) of the resolution) would be limited to up to 228,863,351 ordinary shares (representing approximately 33.3% of Pearson's issued ordinary share capital as at 11 March 2024, the latest practicable date prior to the publication of this document). If the new authority (granted under part (b) of the resolution) were used in connection with a pre-emptive offer to existing shareholders (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the offer cannot be made due to legal and practical problems), it would be limited to up to 457,726,702 ordinary shares (representing approximately 66.6% of Pearson's issued share capital as at 11 March 2024).

In each case the number of shares to which the new authority applies is in addition to those committed to the various share option and employee share plans. At the date this document was approved by the Board, the Directors had no intention to exercise this authority, although they considered its grant to be appropriate in order to preserve maximum flexibility for the future. The Directors intend to seek the approval of shareholders to renew this authority annually.

As at 11 March 2024 (being the latest practicable date prior to the publication of this document), the company does not hold any shares in the capital of the company in treasury.

Waiver of pre-emption rights (resolutions 18 and 19)

As in previous years, authority will be sought to waive (under the provisions of section 570 of the Act) the statutory pre-emption provisions applicable to the allotment of equity securities

for cash contained in section 561 of the Act. Such authority, if granted, will be valid until the close of the AGM in 2025 (or, if earlier, the close of business on 26 July 2025).

Resolution 18 contains a two-part waiver. The first is limited to the allotment of shares for cash up to an aggregate nominal value of £8,582,375.69 which represents approximately 5% of the issued ordinary share capital as at 11 March 2024.

The second is limited to the allotment of shares for cash in connection with a pre-emptive offer to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders.

The waiver granted by resolution 19 is in addition to the waiver granted by resolution 18. It is limited to the allotment of shares for cash up to an aggregate nominal value of £8,582,375.69 which represents a further 5% (approximately) of the issued ordinary share capital as at 11 March 2024. This further waiver may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within six months of the original transaction) a transaction which

the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's November 2022 Statement of Principles.

Resolutions 18 and 19 are conditional on resolution 17 being passed.

As at the date that this document was approved by the Board, the Directors had no intention to exercise the authorities under resolutions 18 and 19 although they considered their grant

to be appropriate in order to preserve flexibility for the future. The Board confirms that it does not intend to issue shares for cash representing more than 7.5% of the company's issued share capital in any rolling three-year period to those who are not existing shareholders, save in connection with an acquisition or specified capital investment (as described above) without prior consultation with shareholders.

The Board will continue to monitor market practice concerning the limits recommended by the Pre-Emption Group's November 2022 Statement of Principles and keep its approach to the waiver of pre-emption rights under review ahead of the next annual general meeting to be held by the company.

Authority to purchase own shares (resolution 20)

As in previous years, shareholders will be asked to authorise the market purchase by Pearson of a proportion of its issued ordinary share capital, subject to the limits referred to below.

The Directors consider it prudent to be able to act at short notice if circumstances warrant. In considering the purchase of ordinary shares, the Directors will follow the procedures laid down in the Act and will take into account cash resources, capital requirements and the effect of any purchase on gearing levels and on earnings per equity share.

On 1 March 2024, the Company announced its intention to commence a £200m share buyback programme, which formally launched on 8 March 2024, in order to return capital to shareholders. The programme commenced under the existing authority granted at the 2023 AGM, and the repurchased shares will be cancelled and the nominal value of the shares will be transferred to the capital redemption reserve. Subject to Resolution 20 being passed, the Directors intend to continue the share buyback programme pursuant to such authority, to the extent that it has not been completed.

The Directors will use this authority to purchase shares only after careful consideration. Further, the Directors intend to exercise this authority to buy back shares only if they believe that to do so would be in the best interests of the company and its shareholders as a whole, having first considered any other investment opportunities open to the company.

Any purchase by the company of its own shares pursuant to this authority will be paid for out of distributable profits. Any shares which are repurchased will be dealt with in accordance with section 724 of the Act. The company is entitled to hold the shares as treasury shares, sell them for cash, cancel them or transfer them pursuant to an employee share plan.

The authority, which will expire at the close of the AGM in 2025 or 18 months from the date of the resolution (whichever is earlier), will be limited to a maximum purchase of 68,659,005 ordinary shares, representing approximately 10% of Pearson's issued ordinary share capital as at 11 March 2024. The maximum price (excluding expenses) to be paid per ordinary share on any occasion will be restricted to the higher of (i) 105% of the average of the middle market quotations of an ordinary share of the company derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be 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 on the trading venue where the purchase is carried out. The minimum price will be 25p per ordinary share.

Shareholders should understand that the maximum number of shares and the price range are stated merely for the purposes of compliance with statutory and Financial Conduct Authority (FCA) requirements in seeking this authority and should not be taken as any indication of the terms upon which the company intends to make such purchases.

The company's issued share capital as at 11 March 2024 was 686,590,055 ordinary shares of 25p each. The total number of options to subscribe for ordinary shares which were outstanding as at 11 March 2024 was approximately 2.25 million, which represents approximately 0.33% of the issued share capital of the company at that date. If the maximum number of 68,659,005 shares were to be purchased by the company (under resolution 20), the adjusted issued share capital would be 617,931,050 and the options outstanding would represent approximately 0.36% of the adjusted issued share capital.

Notice of meetings (resolution 21)

Although the Articles of Association already grant the company the authority to call general meetings (other than annual general meetings) on 14 clear days' notice, under the Shareholders Rights Regulations this authority is required to be approved by shareholders annually. Otherwise, a minimum of 21 clear days' notice must be given.

The company believes that it is an important power to continue to seek to afford flexibility on certain matters where time may be of the essence. The flexibility offered by this resolution will not be used as a matter of routine for general meetings, but only where, taking into account all of the circumstances, the Directors consider this appropriate in relation to the business to be considered at the meeting and if thought to be in the interests of the shareholders as a whole. If passed, this authority will be effective until the close of the AGM in 2025.

Omar Abbosh

Chief Executive Aged 58

Prior to Microsoft, Omar spent three decades at Accenture where he helped to orchestrate the company's digital transformation and where he led a large and highly successful business unit. He served in numerous senior leadership roles at Accenture, including Chief Strategy Officer and ultimately as Chief Executive of the global Communications, Technology and Media business.

Omar also serves as a non-executive board member for Zuora, Inc., an enterprise SaaS company. He holds a degree in electronic engineering and information sciences from the University of Cambridge and a master's degree in business administration from INSEAD.

Committees: A R *

Appointment: Non-Executive Director since 1 June 2023

Alison Dolan

Non-Executive Director Aged 54

• Alison will join the company's Remuneration Committee with effect from 1 April 2024.

Committees: A RR

Appointment: Non-Executive Director since 1 June 2023

Alex Hardiman

Non-Executive Director Aged 42

With more than 15 years of experience in media and technology, Alex brings deep expertise in consumer product strategy and growth, scaling subscription and digital advertising businesses, and high quality journalism and content.

Alex currently serves as The New York Times' Chief Product Officer where she oversees the company's News, Cooking, Games and Audio products that power its digital business. She also leads The New York Times's enterprise-wide approach to Generative AI. Alex previously spent a decade at The New York Times in several leadership roles before leaving for Facebook in

2016 where she served as Head of News Products, overseeing news experiences for Facebook consumers and publishers. Alex also spent time at The Atlantic as their Chief Business and Product Officer where she relaunched the company's consumer offerings and subscription model.

Committees: R NG

Sherry Coutu, CBE

Non-Executive Director Aged 60

Appointment: Non-Executive Director since 1 May 2019

Sherry is an experienced non-executive director, having held numerous senior leadership positions, including Chair, Senior Independent Director, and Chief Executive Officer in the financial services, technology, and education sectors.

Presently, Sherry also Chairs the Remuneration Committee at Raspberry Pi, the world's largest single-board computer company and Founders4Schools, the UK's largest transition-to-work charity.

Sherry is an experienced non-executive director which includes the London Stock Exchange Group plc, Department for Digital, Culture, Media & Sport, Zoopla plc, RM plc, The Scaleup Institute, Cambridge University Press and Cambridge Assessment (2006-2019). She has also previously acted as an advisor to LinkedIn, the National Gallery, the Royal Society, and NESTA.

Prior to her portfolio career, Sherry founded several technology companies and invested in 70 tech startup companies and five venture capital firms.

Sally Johnson

Appointment: Chief Financial Officer since 24 April 2020

Sally joined Pearson in 2000 and has held various finance and operations roles across the business, both at a corporate level and within the divisions, including The Penguin Group.

She brings to the Board extensive commercial and strategic finance experience as well as expertise in transformation, treasury, tax, risk management, business and financial operations, investor relations and mergers and acquisitions. She has held various senior-level roles across the business, most recently as Deputy CFO of Pearson. Sally is a Non-Executive Director of Rentokil Initial plc and Chair of its Audit Committee, a member of the Institute of Chartered Accountants in England and Wales and trained at PricewaterhouseCoopers. She was also a Trustee for the Pearson Pension Plan from 2012 to 2018.

Committees: NG

Appointment: First appointed to the Board 1 March 2022 Chair since 29 April 2022

Omid Kordestani

Chair

Aged 60

Omid is an international businessman who serves on the boards of Klarna Bank AB and Klarna Holding AB and is a Council Member for Balderton Capital. He was Executive Chair of Twitter, Inc. between October 2015 and May 2020, and a Board Member until October 2022. From August 2014 to August 2015, Omid served as Senior Vice President and Chief Business Officer at Google and previously from May 1999 to April 2009 as Google's Senior Vice President of Global Sales and Business Development. From 1995 to 1999, Omid served as Vice President of Business Development at Netscape Communications Corporation. Prior to joining Netscape Communications Corporation, Omid held positions in business development, product management and marketing at The 3DO Company, Go Corporation and Hewlett-Packard Company.

Committees: R NG

Appointment: : Non-Executive Director since 1 February 2022

Esther Lee

Non-Executive Director Aged 65

Esther brings significant experience to the Pearson Board through her prior executive leadership roles in developing customer strategies to drive growth, global marketing and branding; driving digital transformation; and building high-performance teams.

She has a long track record of senior leadership roles working for global consumer-facing brands. Most recently, she served as Executive Vice President - Global Chief Marketing Officer at MetLife Inc. Previously, Esther served as Senior Vice President - Brand Marketing, Advertising and Sponsorships for AT&T, and she has served as CEO of North America and President of Global Brands for Euro RSCG Worldwide. Prior to that, she served for five years as Global Chief Creative Officer for The Coca-Cola Company.

Esther is a Board member at The Clorox Company where she chairs the Nomination & Governance Committee and is a Non-Executive Director of Experian plc.

Committees: A RR

Appointment: Non-Executive Director since 1 May 2019

Committees: RR R NG

Appointment: Non-Executive Director since 1 October 2021

Annette Thomas

Non-Executive Director Aged 58

Annette has a 25-year track record in leading global publishing and data analytics businesses, across academic, educational and consumer media verticals. Most recently, she served as CEO of Guardian Media Group, a position she held until June 2021. Prior to this, Annette was CEO

of the Web of Science Group at Clarivate Analytics, a data, analytics and software business focused on research and higher education. She has also served as CEO of Macmillan Publishers and led the digital and global transformation of Nature Publishing Group.

She is a Non-Executive Director of Schroders plc and currently serves as Senior Advisor to General Atlantic. Her previous non-executive experience includes serving as a Trustee of Yale University, Non-Executive Director at Clarivate Analytics (2017), and as a board member for Cambridge University Press and Cambridge Assessment (2019-2020). She has also previously acted as an advisor to Creative Commons and Bain Capital.

Committees: A RR

Appointment: Non-Executive Director since 1 January 2016

Lincoln Wallen

Non-Executive Director Aged 63

Lincoln has extensive experience in the technology and media industries, and is a Non-Executive Director of Improbable MV, which governs the MSquared Network of web2 and web3 services.

He was previously CTO of Improbable Worlds, a technology start-up supplying cloud hosting, networking and technology services to the video game industry. Lincoln was CEO of DWA Nova, a Software-as-a-Servicespin-out of DreamWorks Animation Studios in Los Angeles, a position he held until 2017. He worked at DreamWorks Animation for nine years in a variety of leadership roles including CTO and Head of Animation Technology. He was formerly CTO at Electronic Arts Mobile, leading their entry into the mobile gaming business internationally. Lincoln is a Non-Executive Director of the Smith Institute for Industrial Mathematics and Systems Engineering, and Varjo,

a manufacturer of XR/VR headsets for professional markets. His early career involved 20 years of IT and mathematics research, including as a Reader in Computer Science at Oxford. Lincoln holds a PhD in AI.

Notice of Annual General Meeting 2024 Pearson plc 9

Notice is hereby given that the Annual General Meeting (AGM or the meeting) of Pearson plc (Pearson or the company) will be held at 10:30am on Friday, 26 April 2024 at 80 Strand, London WC2R 0RL to consider the following resolutions (of which 1-17 are ordinary resolutions and 18-21 are special resolutions):

1. To receive and consider the accounts of the company, the strategic report and the related reports of the Directors of the company (Directors) and the auditors of the company (auditors) for the year ended 31 December 2023.
2. To declare a final dividend for the year ended 31 December
   2023 on the company's ordinary shares of 15.7 pence per share, as recommended by the Directors.
3. To elect Omar Abbosh as a Director.
4. To elect Alison Dolan as a Director.
5. To elect Alex Hardiman as a Director.
6. To re-elect Sherry Coutu as a Director.
7. To re-elect Sally Johnson as a Director.
8. To re-elect Omid Kordestani as a Director.
9. To re-elect Esther Lee as a Director.
10. To re-elect Graeme Pitkethly as a Director.
11. To re-elect Annette Thomas as a Director.
12. To re-elect Lincoln Wallen as a Director.
13. To approve the annual remuneration report for the year ended 31 December 2023.
14. To consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution:
    THAT,
15. 1. the Pearson plc Save for Shares Plan (the Plan) the principal terms of which are summarised on pages 14 to 15 and a copy of the rules of which is produced to the meeting and initialled by the Chair for the purposes of identification, be approved;
    2. the Directors be authorised to do all acts and things which they may consider necessary or expedient for the purposes of implementing and giving effect to the Plan; and
    3. the Directors be authorised to establish additional schedules to the rules of the Plan or further plans based on the Plan, modified to apply in any overseas jurisdictions to take account of local tax, exchange control or securities laws, provided that any ordinary shares made available under such schedules and further plans are treated as counting against any limits on individual or overall participation in the Plan.
16. To re-appoint Ernst & Young LLP as auditors of the company until the next general meeting at which accounts are laid.
17. To authorise the Audit Committee to determine the remuneration of the auditors.

17. To consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution:

THAT, pursuant to section 551 of the Companies Act

2006 (the Act), the Board be generally and unconditionally authorised to allot shares in the company and to grant rights to subscribe for or to convert any security into shares in the company:

1. up to an aggregate nominal amount of £57,215,837.92; and
2. comprising equity securities, as defined in the Act, up to a further aggregate nominal amount of £57,215,837.92 provided that:

1. they are equity securities within the meaning of section 560(1) of the Act; and
2. they are offered to holders of ordinary shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date and to other holders of equity securities entitled to participate therein subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

such authorities to expire (unless previously renewed, varied or revoked by the company in general meeting) at the close of the AGM in 2025 (or, if earlier, at the close of business on 26 July 2025), provided that, in each case, the company may make offers and enter into agreements during the relevant period which would, or might, require shares in the company to be allotted or rights to subscribe for, or convert any security into, shares to be granted, after the authority expires and the Board may allot shares in the company and grant rights under any such offer or agreement as if the authority had not expired.

18. To consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution:

THAT, subject to resolution 17 being passed, the Board be given authority to allot equity securities (as defined in the

Companies Act 2006 (the Act)) for cash under the authority given under resolution 17, free of the restriction in section 561(1) of the Act, such authority to be limited:

1. to the allotment of equity securities in connection with an offer of equity securities:

1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings on the register of members at such record date as the Directors may determine; and