Record : Notice of AGM 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Record plc, please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Record plc

(the "Company")

(incorporated and registered in England and Wales under number 01927640)

Notice of Annual General Meeting 2023 and explanatory circular to shareholders

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Record plc set out on page 2 of this document which contains the recommendation by the Directors of the Company to shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of Record plc to be held at The Office Group - Liberty House, 222 Regent St., London W1B 4NH at 10 am on 27 July 2023 is set out at the end of this document.

Record plc

(the "Company") (incorporated and registered in England and Wales under number 01927640)

Registered Office:

Morgan House

Madeira Walk

Windsor

Berkshire SL4 1EP

30 June 2023

Dear Shareholder,

Letter from the Chairman of the Company

I am writing to inform you that the Company's Annual General Meeting will be held at The Office Group - Liberty House, 222 Regent St., London W1B 4NH at 10 am on 27 July 2023.

The Board is looking forward to welcoming shareholders to the Annual General Meeting. We do not anticipate any restrictions to be in place that would prevent shareholders from attending the meeting in person. However, should there be any reason to do so, we will provide an update on our website at https://recordfg.com/investors-centre/agm/ and, where appropriate, via a Regulatory Information Service, if any changes are required to the AGM arrangements.

Your questions

The Board is and has always been keen to maintain engagement with shareholders. In order to facilitate this, if you are a shareholder and would like to ask the Board a question on the business of the Annual General Meeting, please e-mail your question to ShareholderQuestions@recordfg.com by 10 am on 25 July 2023. Responses will be made via return of e-mail or published on our investors' website at https://recordfg.com/investors-centre/agm/ as deemed appropriate by the Board of Directors.

The notice of Annual General Meeting is set out on pages 3 to 5 of this document. A copy of the Annual Report and Accounts for the year ended 31 March 2023 (the "2023 Annual Report") is available on our website (and will follow by a post if you have opted to receive hard copy shareholder documents).

Your vote

The purpose of the Annual General Meeting is to seek shareholders' approval for the Resolutions therefore I encourage you to appoint a proxy in advance of the meeting, whether or not you intend to attend. This will ensure that your vote will be registered even if you are unable to attend in person. You can do this by:

• logging on tohttps://www.signalshares.com/. You will need your investor code to register if you haven't already done so, this is detailed on your share certificate or dividend confirmation or is available by calling Link Group on 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate); or
• completing a hard copy proxy form and returning it to Link Group at the address shown on the form. A hard copy proxy form can be requested by e-mail at shareholderenquiries@linkgroup.co.uk or by calling Link Group on 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate);
• if you hold shares in CREST, you can appoint a proxy by using the CREST electronic proxy appointment service.
• alternatively, If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform.

Proxy appointments must be received by the Company's Registrar, Link Group by no later than 10 am on 25 July 2023.

Voting on the business of the meeting will be conducted by way of a poll. The results of voting on the resolutions will be announced via a regulatory announcement and posted on the Company's website as soon as practicable after the AGM.

Recommendations

In the opinion of the Directors, each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and shareholders as a whole. Accordingly, the Directors recommend that shareholders vote in favour of the resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares.

If you require further information on the Record Group and its activities please visit our website https://recordfg.com/. Yours faithfully,

Neil Record

Chairman, Record plc

Notice of Annual General Meeting 2023

Record plc (the "Company") (registered in England and Wales under number 01927640)

Notice is hereby given that the Annual General Meeting of Record plc (the "Company") will be held at The Office Group - Liberty House, 222 Regent St., London W1B 4NH at 10 am on 27 July 2023.

The purpose of the meeting is to consider and, if thought fit, to pass the following resolutions, of which resolutions 13 to 16 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions.

For further information on all of the resolutions, please refer to the Explanation of Resolutions which can be found on pages 6 to 8.

Ordinary Resolutions

Annual Report and Accounts

1. To receive and adopt the audited accounts and the Directors' and Auditor's Reports for the financial year ended 31 March 2023 (the "Annual Report and Accounts").

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), set out on pages 84 to 91 of the Annual Report and Accounts for the financial year ended 31 March 2023.

Final dividend

3. That the final dividend recommended by the Directors of 2.45 pence per ordinary share for the financial year ended

31 March 2023 be declared payable on 9 August 2023 to all members whose names appear on the Company's register of members at 6 pm on 14 July 2023.

Re-election and election of Directors

1. To re-elect Leslie Hill as a Director of the Company.
2. To re-elect Steve Cullen as a Director of the Company.
3. To re-elect Tim Edwards as a Director of the Company.
4. To re-elect Matt Hotson as a Director of the Company.
5. To re-elect Krystyna Nowak as a Director of the Company.
6. To elect David Morrison as a Director of the Company

Auditor

1. To re-appoint BDO LLP as Auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Directors to determine the remuneration of the Auditor.

Directors' authority to allot shares

12. That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company:

1. up to a nominal amount of £16,587.86; and
2. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £16,587.86 in connection with an offer by way of a rights issue to:
3. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the annual general meeting of the Company to be held in 2024 or at close of business on 27 October 2024, whichever is sooner (unless previously renewed, varied or revoked 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 such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Notice of Annual General Meeting 2023 continued

Special Resolutions

Disapplication of pre-emption rights

13. That, subject to the passing of Resolution 12, the Directors be given powers pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of 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(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment or sale, provided that such power be limited to:

1. the allotment of equity securities (or sale of treasury shares) 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 12 above, by way of a rights issue only) to:
2. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

1. the allotment of equity securities (or sale of treasury shares) for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £2,488.18.

These authorities will expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at close of business on 27 October 2024, whichever is sooner (unless previously renewed, varied or revoked 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 equity securities to be allotted (or treasury shares sold) after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

14. That, subject to the passing of Resolution 12, the Directors be given powers pursuant to sections 570 and 573 of the Act in addition to any authority granted under Resolution 13 to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 12 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £2,488.18; and
2. 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 Directors 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.

These authorities will expire at the conclusion of the next Annual General Meeting of the Company or at close of business on 27 October 2024, whichever is sooner (unless previously renewed, varied or revoked 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 equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power conferred by this resolution had not expired.

Notice of Annual General Meeting 2023 continued

Purchase of own shares

15. 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 0.025 pence each in the capital of the Company ("Ordinary shares") on such terms and in such manner as the Directors may determine provided that:

1. the maximum number of Ordinary shares which may be purchased is 19,905,432, being 10% of the Ordinary shares in issue as at 29 June 2023;
2. the minimum price (exclusive of expenses) which may be paid for each Ordinary share is its nominal value;
3. the maximum price (exclusive of expenses) which may be paid for an Ordinary share shall not be more than the higher of:
4. 1. an amount equal to 105% 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
   2. 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 trading venue where the purchase is carried out;
5. this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at close of business on 27 October 2024, whichever is sooner; and
6. the Company may make a contract to purchase its own Ordinary shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own Ordinary shares in pursuance of any such contract.

Notice period for general meetings, other than an Annual General Meeting

16. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. By order of the Board

Kevin Ayles

Company Secretary, Record plc

Date: 30 June 2023

Registered office: Record plc, Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP