Notice of Annual General Meeting 2013

Transcription

1 Notice of Annual General Meeting 2013 This document is important and requires your immediate attention. 1 If you are in any doubt about the action you should take, you should seek your own personal financial advice from your stockbroker, bank, solicitor, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act If you have sold or otherwise transferred your shares in RPS Group Plc, please forward this document to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. rpsgroup.com

2 RPS Group Plc 27 March Western Avenue Milton Park Abingdon Oxfordshire OX14 4SH 2 Dear Shareholder ANNUAL GENERAL MEETING 2013 The Annual General Meeting of the Company will be held on Friday 3 May 2013 commencing at 12 noon at the offices of DLA Piper UK LLP, 3 Noble Street, London, EC2V 7EE. A copy of the Annual Report and Accounts of RPS Group plc for the year ended 31 December 2012, including the Annual Financial Statements and the Directors Remuneration Report, is enclosed. As can be seen from the Notice of Meeting that follows this letter, this year s Annual General Meeting will deal with regular items of ordinary business as well as five items of special business. As in previous years and in accordance with best practice, all of our directors will be seeking re-election by shareholders. We are pleased that Robert Miller-Bakewell whose current term of office expires this year has agreed to continue as a Non-Executive Director for a further three year term. You will also see that approval is being sought for a new incentive plan for our Executive Directors. Details of this plan are set out in the explanatory notes that accompany the Notice of Meeting. The other items of special business relate to the usual authorities in connection with the issue and market purchases of shares, as well as a further authority to hold general meetings of the Company (other than annual general meetings) on less than 21 days notice. RECOMMENDATION Your directors consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and of its shareholders as a whole. They recommend that you vote in favour of these resolutions, as they intend to do in respect of their own beneficial holdings. ACTIONS TO BE TAKEN Enclosed with this circular is a Form of Proxy for the resolutions to be proposed at the Annual General Meeting. You are requested to complete, sign and return the Form of Proxy, using the envelope provided, in accordance with the directions as soon as possible. This should be received not less than 48 hours before the time appointed for the meeting excluding any part of a day which is a non-working day. Completion and return of the Form of Proxy will not prevent you from attending the meeting and voting in person should you wish to do so. Should you have any questions please contact the Registrars helpline on for UK shareholders or for overseas shareholders or the Company Secretary at the address above. Calls to the number for UK shareholders are charged at 8p per minute plus network extras. Lines are open 8.30am to 5.30pm, Monday to Friday. Yours faithfully for RPS Group plc Brook Land Chairman 2013 Notice of Annual General Meeting

3 2013 Notice of Annual General Meeting Notice is hereby given that the 2013 Annual General Meeting of RPS Group Plc ( Company ) will be held at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE on Friday 3 May 2013 at 12 noon for the following purposes. To consider and, if thought fit, pass the following resolutions. Resolutions 1 to 14 and 18 will be proposed as ordinary resolutions and Resolutions 15 to 17 will be proposed as special resolutions. Resolution 12 will be proposed on the basis that special notice has been given in accordance with Section 515 of the Companies Act 2006 ( Act ). Ordinary Resolutions 1. To receive and adopt the audited financial statements of the Company for the financial year ended 31 December 2012 and the reports of the directors and auditors thereon, and the auditable part of the directors remuneration report. 2. To declare a final dividend for the financial year ended 31 December 2012 of 3.34 pence per ordinary share in the capital of the Company payable on 24 May 2013 to shareholders whose names appear on the register at close of business on 12 April To receive and approve the directors report on remuneration for the financial year ended 31 December To re-elect John Bennett as a director. 5. To re-elect Louise Charlton as a director. 6. To re-elect Robert Miller-Bakewell as a director. 7. To re-elect Tracey Graham as a director. 8. To re-elect Alan Hearne as a director. 9. To re-elect Brook Land as a director. 10. To re-elect Phil Williams as a director. 11. To re-elect Gary Young as a director. 12. To re-appoint Deloitte LLP as auditors of the Company. 13. To authorise the directors to determine the auditors remuneration. Special Business 14. In substitution for all existing authorities (which, to the extent unused at the date of this resolution, are revoked with immediate effect), the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of 2,196,000 during the period commencing on the date of the passing of this Resolution and expiring 15 months from the date of passing of this Resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company, except that the Company may before the expiry of such period make offers or agreements which would or might require shares to be allotted or rights to subscribe for or to convert security into shares to be granted after the expiry of such period and the directors may allot shares or grant such rights pursuant to such offers or agreements as if the authority conferred hereby had not expired. 15. Subject to the passing of resolution 14, in substitution for all existing authorities (which, to the extent unused at the date of this resolution, are revoked with immediate effect), the directors be and they are hereby generally empowered to allot equity securities (within the meaning of section 560 of the Act) of the Company for cash pursuant to section 570 of the Act, and the authority granted by resolution 14 and to sell ordinary shares held by the Company as treasury shares for cash pursuant to section 573 of the Act, as if section 561(1) of the Act did not apply to such allotment or sale, PROVIDED THAT this power shall be limited to: i. the allotment of equity securities or sale of treasury shares in connection with an offer (whether by way of a rights issue, open offer or otherwise) of equity securities: (a) to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and (b) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary, (subject only to such exclusions or other arrangements as the directors 3 rpsgroup.com

4 4 ii. may consider appropriate or expedient to deal with treasury shares, fractional entitlements, record dates or legal and practical difficulties under the laws of or the requirements of any regulatory body or stock exchange in any territory or otherwise); and the allotment (otherwise than pursuant to sub-paragraph I above) of equity securities and sale of treasury shares in each case up to an aggregate nominal amount of 329,000; and such power shall expire 15 months from the date of passing of this Resolution or, if earlier, on the conclusion of the next Annual General Meeting of the Company unless renewed or revoked or extended prior to or at such meeting except that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted or treasury shares to be sold after expiry of such period and the directors may allot equity securities or sell treasury shares for cash in pursuance of such offers or agreements as if this power conferred hereby had not expired. 16. The Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) on the London Stock Exchange of ordinary shares of 3 pence each in the capital of the Company on such terms and in such manner as the Board of directors of the Company may from time to time determine provided that: i. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 10,984,000 (representing approximately 5% of the Company s issued share capital as at 1 March 2013); ii. the minimum price (exclusive of expenses) which may be paid for such shares is 3 pence per ordinary share; iii. the maximum price (exclusive of expenses) which may be paid for an ordinary share is the higher of: (a) an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the date on which the ordinary share is purchased; and (b) 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 and unless previously renewed, varied or revoked, the authority hereby conferred shall expire 15 months from the date of passing this Resolution or, if earlier, at the conclusion of the Company s next Annual General Meeting, except that the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares pursuant to any such contract or contracts as if the authority conferred by this Resolution had not expired. 17. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days notice. 18. The RPS Group plc Bonus Plan (the Bonus Plan ), the rules of which are produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification, be and is hereby approved and that the Directors be and are authorised to do all acts and things which they may consider necessary or expedient to put the Bonus Plan into effect. By order of the Board Nicholas Rowe Company Secretary 20 Western Avenue Milton Park Abingdon Oxfordshire OX14 4SH 27 March Notice of Annual General Meeting

5 Notes 1. A member entitled to attend and vote at the said meeting is entitled to appoint one or more persons as proxies to attend, speak and vote. A proxy need not be a member of the Company. The appointment of a proxy will not preclude a member from attending and voting at the meeting in person should he subsequently decide to do so. 2. (a) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed at www. euroclear.com/crest. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. (b) 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 (formerly CRESTCo s) specifications and must contain the information required for such instructions, as described in the CREST Manual. 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 the issuer s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. No message received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company s Registrar 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. (c) CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. 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(s), 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. (d) 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 A form of proxy is enclosed with this notice. Any form of proxy and power of attorney or other authority under which it is signed or a notarially certified or office copy of such power or authority in order to be valid must be completed, signed and lodged using the envelope provided with the Company s Registrars, Equiniti Ltd, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the time of the meeting excluding any part of a day which is a non-working day. 4. The right to vote at a meeting is determined by reference to the register of members. Only those shareholders registered in the register of members at 6.00pm on 1 May 2013 or, in the event that the meeting is adjourned, on the register of members as at 6.00pm two days prior to the time of any adjourned meeting excluding any part of a day which is a non-working day, shall be entitled to attend and/or vote at the meeting in respect of the number of shares registered in their name at such time. Changes to entries on the register of members after 6.00pm on 1 May 2013, or in the event that the meeting is adjourned, after 6.00pm on the day two days prior to any adjourned meeting, excluding any day or part of a day which is a non-working day shall be disregarded in determining the rights of any person to attend and/or vote (and the number of votes they may cast) at the meeting. 5. The following documents may be inspected during normal business hours at the Company s registered office (excluding weekends and public holidays) from the date of this notice until the time of the meeting and at the place of the meeting from 15 minutes prior to the meeting until the conclusion of the meeting: (a) copies of the service contracts of the executive directors; and (b) copies of the letters of appointment of the non-executive directors. (c) the rules of the RPS Group Plc Bonus Plan The rules of RPS Group Plc Bonus Plan may also be inspected at the above times at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE. 6. You may, if you wish, register your proxy appointment electronically via the website ( Sharevote ) or, if you hold shares through CREST, using the CREST electronic proxy appointment service. To use Sharevote, you will need the Voting ID, Task ID and Shareholder Reference Number contained on the proxy card. Shareholders who have registered with Equiniti Registrars online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at and clicking on the link underneath the Company s name. Full instructions on the procedure are given on the respective websites. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 12 noon on 1 May 2013 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting excluding any part of a day which is a non-working day). Please note that any electronic communication found to contain computer virus will not be accepted. 7. You can appoint the Chairman of the meeting or anyone else to be your proxy at the meeting. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you: (a) to appoint the Chairman as your sole proxy in respect of all of your shares, sign and date the form of proxy, but leave all other proxy appointment details blank; (b) to appoint a single proxy other than the Chairman in respect of all of your shares, delete the words the Chairman of the meeting or and insert the name of your proxy in the space provided. Please initial the amendment (unless you are completing an or on-line version); (c) to appoint more than one proxy, you will need to complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained from the Registrar s helpline on * for UK shareholders and for overseas shareholders or you may photocopy the form of proxy. Please indicate in the box next to the proxy holder s name, the number of shares in relation to which you authorise them to act as your proxy. A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of those held by you may result in the proxy appointment being invalid. Please also indicate by marking the box on the proxy form if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned to Equiniti Ltd; 5 rpsgroup.com

6 6 (d) the right of a shareholder under section 324 of the Act to appoint a proxy does not apply to a person nominated to enjoy information rights under section 146 of the Act. 8. A shareholder which is a corporation may authorize one or more persons to act as its representative(s) at the meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not do so in relation to the same shares. 9. Where a copy of this notice is being received by a person who has been nominated to enjoy information rights under section 146 of the Act ( nominee ): (a) the nominee may have a right under an agreement between the nominee and the member by whom he was nominated, to be appointed, or have someone else appointed, as a proxy for the meeting; or (b) if the nominee does not have any such right or does not wish to exercise such right, the nominee may have a right under any such agreement to give instructions to the member as to the exercise of voting rights. The statement of rights of shareholders in relation to the appointment of proxies in notes 1, 2, 3, 6 and 7 above does not apply to a nominee. The rights described in such notes can only be exercised by shareholders of the Company. 10. As at 23 March 2013 (being the latest practicable date before the publication of this notice), the Company s issued share capital consisted of 219,762,808 ordinary shares of 3p each, carrying one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total voting rights in the Company as at 23 March 2013 are 219,762, A shareholder or shareholders having a right to vote at the meeting and holding at least five per cent of the total voting rights of the Company, or at least 100 shareholders having a right to vote at the meeting and holding, on average, at least 100 of paid up share capital, may require the Company to publish on its website a statement setting out any matter that such shareholders propose to raise at the meeting relating to the audit of the Company s accounts (including the auditors report and the conduct of the audit) that are to be laid before the meeting in accordance with section 527 of the Act. Any such request must: (a) identify the statement to which it relates, by either setting out the statement in full or, if supporting a statement requested by another shareholder, clearly identifying the statement which is being supported; (b) comply with the requirements set out in note 11; and (c) be received by the Company at least one week before the meeting. Where the Company is required to publish such a statement on its website: (i) it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request; (ii) it must forward the statement to the Company s auditors no later than the time when it makes the statement available on the website; and (iii) the statement may be dealt with as part of the business of the meeting. For information on voting rights, including the total voting rights of the Company, please refer to Any request by a shareholder or shareholders to require the Company to publish audit concerns as set out in note 11: (i) may be made either: (1) in hard copy, by sending it for the attention of the Company Secretary to RPS Group Plc, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH; or (2) in electronic form, by sending it to , marked for the attention of Nicholas Rowe or nick.rowe@rpsgroup.com (please state RPS Group Plc: AGM in the subject line of the ); (ii) must state the full name(s) and address(es) of the shareholder(s); and (iii) (where the request is made in hard copy form or by fax) must be signed by the shareholder(s). 13. Shareholders have the right to ask questions at the meeting relating to the business being dealt with at the meeting in accordance with section 319A of the Act. The Company must answer any such question unless: (a) to do so would interfere unduly with the preparation for the meeting or would 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. 14. The information required by section 311A of the Act to be published in advance of the meeting, which includes the matters set out in this notice and information relating to voting rights of shareholders, is available at Except as provided above, members who wish to communicate with the Company in relation to the meeting should do so using the following means: (a) calling our shareholder helpline on * for UK shareholders or for overseas shareholders; or (b) contacting the Company Secretary at the address shown above. No other methods of communication will be accepted. *Calls to this number are charged at 8p per minute plus network charges. Lines open 8.30am to 5.30pm, Monday to Friday Notice of Annual General Meeting

7 Explanatory Notes RESOLUTION 1 ACCOUNTS The directors must present to the meeting the Company s annual report and accounts for the year ended 31 December 2012 together with the directors report and auditors report thereon. The annual report and accounts for year ended 31 December 2012 is available on the Company s website at RESOLUTION 2 DIVIDEND A final dividend can only be paid after it has been approved by the shareholders and cannot exceed the amount recommended by the board. A final dividend of 3.34 pence per ordinary share is recommended for payment by the board to the shareholders who are entered in the register of members of the Company at the close of business on 12 April 2013 and, if approved, will be payable on 24 May RESOLUTION 3 APPROVAL OF DIRECTORS REMUNERATION REPORT The Companies Act 2006 requires that the directors seek the approval of the shareholders to the directors remuneration report as set out on pages 26 to 32 of the Company s Annual Report and Accounts. RESOLUTIONS 4 to 11 RE-ELECTION OF DIRECTORS In accordance with recognised best practice all of the directors are seeking re-election. Biographical details of all the directors are set out on page 15 of the Company s Report and Accounts and which illustrate the range of skills and experience they offer. The Board has concluded that the directors seeking re-election continue to make an effective contribution to the Board and demonstrate commitment to their roles. All directors are subject to regular performance appraisals. The Board therefore recommends, as separate resolutions, the re-election of all these directors. RESOLUTION 12 REAPPOINTMENT OF AUDITORS During the year and following a review, Deloitte LLP were appointed as auditors by the directors. In accordance with the Companies Act 2006, resolution 12 proposes the re-appointment of Deloitte LLP as auditors. RESOLUTION 13 AUDITORS REMUNERATION In accordance with best practice this resolution authorises the directors to determine the auditors remuneration. RESOLUTION 14 AUTHORITY TO ALLOT SHARES The Companies Act 2006 requires that to allot unissued shares the directors must be authorised to do so by the shareholders. This resolution would authorise the directors to allot shares in the capital of the Company up to an aggregate nominal value of 2,196,000, which represents approximately one third of the Company s issued share capital as at 1 March The Company holds no shares as treasury shares (within the meaning of section 724(5) of the Companies Act 2006) at the date of this notice. If given, this authority will expire 15 months from the date the Resolution is passed, or if earlier, on the date of the Company s next annual general meeting. It is the directors intention to renew this authority each year. The directors have no current intention of exercising this authority other than to allot shares to satisfy outstanding commitments to issue shares as consideration under previous acquisition agreements and to the extent such authority is needed under the Company s employee share plans. RESOLUTION 15 DISAPPLICATION OF PRE-EMPTION RIGHTS The Companies Act 2006 requires that, subject to certain exceptions, before directors of a company can allot any new shares (including the sale of treasury shares) for cash, the new shares must first be offered to existing shareholders of the Company in proportion to the number of shares which they hold at the time of the offer. This resolution would disapply the preemption provisions of section 561(1) of the Companies Act 2006 to allow the directors to allot shares or sell treasury shares for cash up to an aggregate nominal amount of 329,000 (being approximately 5% of the existing issued ordinary share capital of the Company at the date of this notice). If given, this authority will expire 15 months from the date the Resolution is passed, or if earlier, on the date of the Company s next annual general meeting. It is the directors intention to renew this authority each year. The Company would not, without prior consultation with shareholders, use this authority to allot shares exceeding 7.5% of the issued ordinary share capital of the Company within a rolling three-year period. RESOLUTION 16 AUTHORITY TO PURCHASE OWN SHARES The Companies Act 2006 requires that a company must be authorised by its shareholders to purchase its own shares. This resolution seeks authority for the Company to make market purchases of its own shares within the limits set out. This resolution would renew the authority for the Company to purchase its own shares. If the resolution is passed, the maximum number of shares capable of being purchased under the proposed authority will be 10,984,000 ordinary shares of 3p each (representing approximately 5% of the issued share capital of the Company as at 1 March 2013). The minimum and maximum prices for such a purchase are set out in the text of the Resolution. Such authority shall expire on the earlier of the next Annual General Meeting of the Company or 15 months from the passing of the resolution. The directors have no present intention of exercising this authority but consider the authority to be desirable to provide maximum flexibility in the management of the Company s capital base. Any authority granted would only be exercised if the directors had an expectation that such purchase would result in an increase in expected earnings per share and would be in the best interests of shareholders generally. The total number of outstanding options to subscribe for ordinary shares as at 1 March 2013 was 792,032. These rights represent 0.36% of the issued ordinary share capital of the Company as at such date and would represent 0.38% of the issued and voting ordinary share capital of the Company, if the full authority to purchase its own shares in accordance with the resolution were to be exercised by the Company. RESOLUTION 17 NOTICE PERIOD FOR GENERAL MEETINGS Changes made to the Act by the Companies (Shareholders Rights) Regulations 2009 ( Regulations ) mean that all general meetings must be held on 21 clear days notice unless shareholders agree to a shorter notice period. In order for the Company to be able to call general meetings (other than annual general meetings) on 14 clear days notice, shareholders must have approved the calling of meetings on 14 clear days notice. Resolution 17 seeks such approval. A similar approval was given at the Company s last annual general meeting. The approval will be effective until the Company s next annual general meeting, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Regulations before it can call a general meeting on 14 clear days notice. The directors only intend to use the shorter period for calling general meetings (other than annual general meetings) when the additional flexibility is (i) merited by the business of the relevant meeting and (ii) for the advantage of shareholders as a whole, for example, for time sensitive matters such as capital raisings. RESOLUTION 18 APPROVAL OF BONUS PLAN This resolution seeks shareholder approval of the RPS Group Plc Bonus Plan. The principle terms of this plan are set out on the following pages. 7 rpsgroup.com

8 RPS Group Plc Bonus Plan 8 Background The Company is seeking formal shareholder approval for the renewal of the existing RPS Group plc Bonus Plan (the Bonus Plan ). The Bonus Plan, which is the sole incentive arrangement operated for the Executive Directors of the Company, was originally implemented for 2010 following consultation with the Company s key shareholders at that time and confirmation of their support. Prior to finalising the design of the Bonus Plan for renewal and seeking formal approval, the Remuneration Committee has consulted with the Company's principal shareholders and the main shareholder representative bodies, ISS and the ABI. The large majority of shareholders consulted (both by number consulted and percentage holding) confirmed their support for the renewal of the Bonus Plan. The following are set out below: n A summary of the key change that is being made to the existing Bonus Plan n The reasons why the Remuneration Committee considers the Bonus Plan appropriate; n The key provisions of the renewed Bonus Plan n The financial opportunity that would be available for executives under the renewed Bonus based on certain assumptions and an example of how the forfeiture provisions might operate. Change to Existing Bonus Plan The initial operation of the Bonus Plan involved the payment of 50% of the cumulative bonus earned in 2010, and 2011 at the end of each of the relevant financial years; with 100% of the cumulative balance remaining being paid out at the end of 2012 financial year. The Remuneration Committee considers that the Bonus Plan has been a success over this period but that its operation could be improved for the Company by adopting a different payment profile from that set out above. The new payment profile is: n Element A is paid at the end of each financial year and is 50% of the Company contribution made to each Participant for that year. n Element B is the balance of the Company contribution for that year and is paid in shares after a two year period of deferral subject to: n continued employment of the Participant by a Group Company to the end of the deferral period; and n risk adjustment through forfeiture of part or all of subsisting unvested Element B Awards if the Threshold Profit set for first and/or second year of deferral is not met. The Remuneration Committee considered the transition between the current operation of the Bonus Plan and the changes to the payment profile proposed for the renewal of the Bonus Plan. Under the current operation of the Bonus Plan the annual bonus payment which can be earned is 50% of the cumulative balance in a Participant's Plan Account over a fixed three year period with the final balance paid at the end of However, the new payment profile for the Bonus Plan is on a rolling basis with 50% of the bonus earned in respect of the year paid and 50% deferred in shares for an additional two years and at risk of forfeiture. A straightforward change between the old payment profile and new payment profile under the Bonus Plan would result in the annual bonus paid in 2013 and 2014 dropping by up to 50%. This anomaly corrects itself in 2015 when the first deferred elements in shares are capable of vesting. The Committee is concerned about this timing issue and the impact it may have on the incentive effect for Executives in 2013 and The Committee is therefore, proposing for 2013 and 2014 only, to change the balance between Element A (immediate) and Element B (deferred) from 50:50 to 2/3rds Element A and 1/3rd Element B. This is still likely to result in a drop in bonus payments in 2013 and 2014 as a result of the transition but the Committee believes it is fair Notice of Annual General Meeting

9 RPS Group plc Bonus Plan Rationale and Design Considerations The table below sets out the rationale and design considerations for the Bonus Plan: The following factors have been taken into account in designing the Bonus Plan. n The Bonus Pan provides a direct link between the level of profit and cash generated by the Company and the total incentive cost. n The Bonus Plan supports a positive relationship between the changes to profits, dividends and Executive Director pay by linking two of the elements directly (profit and Executive Director pay through the Bonus Plan) which is consistent with the Policy element of the new BIS Regulations; for example: the Plan provides a direct link between the level of profit generated by the Company and the total incentive cost; the Plan is self-financing, if the Threshold Profit level is not achieved there will be no Company contribution; there is a risk adjustment mechanism built in to the operation of the Plan with a claw back of contributions if the Threshold Profit is not met for any financial year during the Plan period. This adjustment mechanism ensures: profit performance must be maintained over the Plan period; and if there is a material deterioration in performance there is a claw back of part or all of the unvested but earned deferred elements (Element B Awards). n The Bonus Plan directly supports the achievement of two of the key financial KPIs of the Company, PBTA and cash generation. n There is an alignment of Participants interests with shareholders: shareholders receive a minimum level of profit prior to any incentive payments to Participants; Participants are encouraged to maximise consistent levels of profit (or lose through the risk adjustment mechanism) as they have a linear interest in every additional pound of profit generated; and there is a long term alignment with the interests of shareholders as a substantial proportion of bonus earned is in the form of deferred equity (Element B Awards). n The Plan allows a close tailoring by the Remuneration Committee of the performance condition to the budget and performance of the Company for each Plan Year. This allows the Remuneration Committee to recognise when setting targets that a large element of the Company s business is cyclical and therefore at certain points in the cycle maintaining profits and revenues (or minimising their decline) is a legitimate outcome. However, while providing this flexibility the design of the Plan should give shareholders comfort that the Participants are focused on longer term sustainable risk adjusted performance because of: the annual risk of partial forfeiture of earned deferred elements (unvested Element B Awards) if the annually set forfeiture threshold is not met; the fact that deferred elements are in shares allows part of the bonus earned for a given financial year to reflect whether the performance delivered flows through to longer term shareholder value. n The Bonus Plan has the following advantages for Participants: the earning of awards annually based on annually set performance conditions provides Participants with a greater line of sight in relation to both the satisfaction of those performance conditions and the level of payment earned; at the end of each Plan Year the Participants know the contribution earned for that Plan Year and the balance held but deferred in shares providing a greater lock-in and incentive than the key executive being required to wait three years before knowing the level of vesting of a standard LTIP award. n The use of the Bonus Plan as the sole incentive plan for Executive Directors provides a simple and transparent mechanism which supports the nature of the Company s business and its key strategic objectives. 9 Key Terms and Conditions of the Bonus Plan Term "Close Period" "Committee" Meaning any time when employees of the Company are prohibited from dealing in Shares by the appendix to Chapter 16 of the Listing Rules of the Financial Services Authority, a Company code or any other regulation which prohibits dealing in Shares. the Remuneration Committee of the Company. "Control" has the meaning given to it by section 995 of the Income Tax Act "Participant" Plan Year "Rules" "Shares" an eligible employee approved by the Committee and participating in the Bonus Plan. the financial year of the Company subject to the Committee s discretion. the rules of the Bonus Plan setting out the terms and conditions relating to participation. Ordinary Shares of the Company. rpsgroup.com

10 The key financial features of the Bonus Plan are: n The Maximum Annual by the Company for a Participant in respect of a Plan Year is 200% of salary p.a. The following table sets out the proposed Maximum Annual for the Executive Directors: Executive Director Maximum Annual (%age of Salary) Alan Hearne 200% Gary Young 150% Phil Williams 175% 10 n No Company contribution will be made to a Participant s Plan Account unless the terms and conditions set by the Company for a contribution are met. The main terms and conditions are: n satisfaction of Performance Conditions (Primary Performance Conditions) the Remuneration Committee sets profit thresholds for each Plan Year which if met result in a percentage of the profit being conditionally allocated to the Plan, with the maximum percentage of profit capable of being allocated set at 3%. The Remuneration Committee will also set a Threshold Profit for each Plan Year; where the Threshold Profit is not met the cumulative value of Participants unvested deferred share awards (Element B see below) will be reduced by 15% of the difference between the actual profit for the Plan Year and the Threshold Profit (the adjustment will be in proportion to the Participant s Maximum Annual payable as proportion of the aggregate of all Participants Maximum Annual s); n in addition the Remuneration Committee is able to set Secondary Performance Conditions to determine how much of the profit conditionally allocated to the Plan in accordance with (a) above is actually allocated. For the 2013 operation of the Bonus Plan the Committee has determined to include a cash conversion condition. It should be noted that the following paragraphs set out the ongoing operation of the Bonus Plan; as stated above for 2013 and 2014 only the split between Element A and B is 2/3rds:1/3rd. n The Company contribution is split into two elements for each Plan Year (for the purposes of illustration it has been assumed that the Company contribution is the Maximum Annual ): n Element A is paid at the end of that Plan Year 1. Element A is 50% of the Maximum Annual (i.e. 100% of salary); n Element B is paid at the end of Plan Year 3 (additional two year deferral). Element B is 50% of the Maximum Annual (i.e. 100% of salary) and is paid in Shares. The vesting of Element B is subject to the following conditions: n continued employment of the Participant by a Group Company to the end of Plan Year 3 (other than where cessation is prior to the end of this period and the participant is a "good leaver"); n risk adjustment through forfeiture of part or all of subsisting unvested Element B Awards if the Threshold Profit set for Plan Year 2 and/or Plan Year 3 is not met. Plan Years Plan Year 1 %age Salary Plan Year 2 %age Salary Plan Year 3 %age Salary Plan Year 1 100% (Element A) 100% (Element B) Plan Year 4 %age Salary Plan Year 2 100% (Element A) 100% (Element B) Plan Year 3 100% (Element A) Plan Year 4 100% (Element A) TOTAL (paid) 100% 100% 200% 200% 2013 Notice of Annual General Meeting

11 The other key features of Bonus Plan are as follows: Term Supervision of the Plan Participants Methods of Payment Adjustment to Performance Conditions Cessation of Employment Change of Control Dilution Limits Duration Description The operation of the Plan is supervised by the Remuneration Committee of the Company. All employees are eligible to participate. Currently participation is restricted to the Executive Directors. Non-Executive Directors are not eligible to participate. At the end of the Plan Year the Committee will determine the level of satisfaction of the Performance Conditions and the corresponding payment to Participants. The payment will be made in one or more of the following ways: n an immediate cash payment; n an immediate payment in Shares; (in total a maximum of 100% of a Participant s salary); and n an award of Shares (maximum 100% of a Participant s salary) which will normally vest after a two year holding period subject to the satisfaction of the following conditions: n continued employment during the holding period; and n provided the forfeiture thresholds are met for each year of the holding period. Where the forfeiture threshold is not met for a given Plan Year a proportion of awards which have not vested shall be forfeited. Awards of Shares will normally be granted to each Participant within a 42 day period following the date of publication of the half year, annual or intervening quarterly results of the Company. No awards of Shares will be granted during a Close Period. Awards of Shares will at the discretion of the Committee be made in one or more of the following forms: n immediate grant of Shares, these will immediately vest to the Participant; n immediate grant of nil cost options, these will immediately vest and be exercisable by the Participant; n a conditional grant of Shares which will normally vest on the satisfaction of the above conditions at the end of the holding period; or n a nil cost option in respect of Shares will normally vest and be exercisable on the satisfaction of the above conditions at the end of the holding period. The provision of Shares is conditional upon the Participant paying any taxes due as a result of their provision. The Company will normally pay employers National Insurance contributions. Vested nil cost options can be exercised until the tenth anniversary of the date of grant, at which point any unexercised nil cost options will lapse. Nil cost options will have a notional exercise price payable per share subject to the option or for each exercise as determined by the Committee in its discretion. If an event happens and the Committee considers that the Performance Conditions are no longer appropriate, it may vary, waive or substitute the Performance Conditions, provided that the variation, waiver or substitution is reasonable in the circumstances and, except for a waiver, is a fairer measure of performance and is not materially less difficult to satisfy than the original targets would have been but for the event. The Participant who is a good leaver will receive an immediate award in cash for the year during which his cessation of employment occurs pro-rated to the amount of the Plan Year completed on his cessation and based on the level of satisfaction of the Performance Conditions set. A Participant who is a bad leaver will have no entitlement to an award for the Plan Year of cessation.a Participant shall be a good leaver if his cessation of employment is the result of specified events, for example injury, disability, ill health, retirement, redundancy or death or where the Committee determines. In all other cases the Participant shall be considered a bad leaver. Unvested Element B Awards vest if a Participant is a good leaver; Awards lapse if a bad leaver. The Participant will receive an award in cash immediately prior to the date of the change of control (and conditional on the change of control actually occurring) based on the level of satisfaction of the Performance Conditions at this date pro-rated to the amount of the Plan Year completed on the change of control subject to the Remuneration Committee s discretion to waive or partially waive pro-rating. Element B awards will vest in full on a change of control. The Company may issue up to 10% of its Shares within a ten year period to satisfy awards of Shares to Participants in the Bonus Plan and any other Share plan operated by the Company under which Shares are issued. Further of this 10% a maximum of 5% may be issued for executive plans. The Committee will be monitoring the issue of Shares during the ten year period to ensure a balanced policy. It should be noted that where the Company uses treasury Shares to satisfy its obligations under such Share arrangements they shall be added to the number of Shares issued for the purposes of these limits. Shares subscribed will not rank for dividends payable by reference to a record date falling before the date on which the Shares are acquired but will otherwise rank pari passu with existing Shares. Application will be made for the admission of the new Shares to be issued to the Official List of, and to trading on, the London Stock Exchange s markets for listed securities following the vesting or exercise of Share awards. On a variation of the capital of the Company, the number of Shares subject to awards may be adjusted in such manner as the Committee determines. The Bonus Plan will operate over a five year period from the date of approval by shareholders. The Committee may not grant awards under the Bonus Pan more than five years after its approval. It should be noted that the Bonus Plan is a rolling Plan and therefore Element B in respect of the final year of the five year period of shareholder approval will vest two years later. 11 rpsgroup.com

12 Term Amendments General Description Amendments to the Rules may be made at the discretion of the Committee. However, the provisions governing eligibility requirements, equity dilution, Share utilisation and individual participation limits and the adjustments that may be made following a rights issue or any other variation of capital together with the limitations on the number of Shares that may be issued cannot be altered to the advantage of Participants without prior shareholder approval, except for minor amendments to benefit the administration of the Bonus Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or for the group. However, Participants should be notified of any amendment which would materially detrimentally affect their existing rights and such amendments must be approved by the majority of Participants notified. In addition, the Committee may add to, vary or amend the Rules of the Bonus Plan by way of a separate schedule in order that the Bonus Plan may operate to take account of local legislative and regulatory treatment for Participants or the relevant group company, provided that the parameters of these arrangements will provide no greater benefits than the Rules of the Bonus Plan as summarised above. Awards and any other rights granted pursuant to the Bonus Plan are non-pensionable. Awards of Shares are not transferable except in the case of a Participant for whom a trustee is acting, in which case the trustee will be able to transfer the benefit to the Participant. The Directors reserve the right, up to the time of the meeting, to make such amendments and additions to the Rules as they consider necessary or desirable, provided that such amendments and additions do not conflict in any material respect with the summary set out in this section. 12 Illustrative Cost & Benefit Modelling for the RPS Group plc Bonus Plan Assumptions The following table details the assumptions used in the payout analysis for the aggregate benefit delivered, cost to the Company and the effect of dilution under the Bonus Plan. It should be noted for the purpose of illustrating the operation of the Bonus Plan the transition years of 2013 and 2014 have also been modelled (Element A 2/3rds and Element B 1/3rd). The Remuneration Committee agreed a salary rise of 3% for Executive Directors for 2013; the modelling is based on the new salaries. Corporate inputs Current share price ( ) 2.47 Current market capitalisation ('000) 542,814 Assumed growth p.a. 10% Participation Base salary ( 000's) Alan Hearne 459 Gary Young 239 Phil Williams 350 Assumed level of salary increase p.a. 0% Bonus Plan awards Maximum Annual Award (% of Salary) Alan Hearne 200% Gary Young 150% Phil Williams 175% Performance level % of Max. Annual Example 1 50% Example 2 75% Key terms % of Annual Annual Payment (2013 & 2014) 66.67% Annual Payment (after FY 2014) 50.00% Benefit to Participants The following tables detail the operation of the Bonus Plan over a four year period and sets out the annual payments under the Plan, value of deferred shares and total payments. There a two modelled two scenarios: n Example 1 shows the operation of the Bonus Plan with 50% of the Maximum Annual s earned each Plan Year. n Example 2 shows the operation of the Bonus Plan under maximum performance with 75% of the Maximum Annual s earned each Plan Year. Both examples are modelled under an assumption 10% p.a. share price growth Notice of Annual General Meeting